AbbVie 2012 Annual Report Download - page 185

a properly executed exercise notice, together with irrevocable instructions to a broker to deliver
promptly to the Company the amount of sales proceeds from the option Shares or loan proceeds to
pay the exercise price; or (iv) by any other method permitted by the Committee. Any amount necessary
to satisfy applicable federal, state or local tax withholding requirements (or corresponding requirements
under applicable laws in non-U.S. jurisdictions) shall be paid promptly upon notification of the amount
due. The amount of tax withholding may be paid in Shares having a then market value equal to the
amount required to be withheld (including by withholding Shares that otherwise would be distributed to
the Grantee upon exercise of the option), or a combination of cash and Shares.
An option shall be exercisable over its term (which shall not exceed ten years from the date of
grant), at such times and upon such conditions as the Committee may determine, as reflected in the
Benefit Agreement. An option may be exercised to the extent of any or all full Shares as to which the
option has become exercisable, by giving written, electronic or telephonic notice of such exercise to the
Committee or its designated agent, in such form as the Committee may prescribe. Notwithstanding the
foregoing, no option granted pursuant to this Section 6 shall be exercisable earlier than six months
from its date of grant.
Except as otherwise provided in the applicable Benefit Agreement, (i) in the event of termination
of employment for any reason other than retirement, disability or death, the right of the optionee to
exercise an option shall terminate upon the earlier of the end of the original term of the option or
three months after the optionee’s last day of work for the Company or its Subsidiaries; (ii) in the event
of termination of employment due to retirement or disability, or if the optionee should die while
employed, the right of the optionee or his or her successor in interest to exercise an option shall
terminate upon the end of the original term of the option; and (iii) if the optionee should die within
three months after termination of employment for any reason other than retirement or disability, the
right of his or her successor in interest to exercise an option shall terminate upon the earlier of the end
of the original term of the option or three months after the date of such death.
(b) Replacement Options.
Certain Adjusted Awards comprised of stock options originally granted under an Abbott Stock
Program provide for the grant of replacement options if all or any portion of the exercise price or taxes
incurred in connection with the exercise of the original option are paid by delivery of other Shares (or,
in the case of payment of taxes, by withholding of Shares). The Committee may grant replacement
options (‘‘Replacement Options’’) under the Program only to the extent required with respect to such
options granted under an Abbott Stock Program and with respect to Replacement Options granted with
a replacement option feature. Any Replacement Options granted under the Program shall be
Nonqualified Stock Options. In addition, any such Replacement Options shall (i) cover the number of
Shares surrendered to pay the exercise price plus the number of Shares surrendered or withheld to
satisfy the optionee’s tax liability, (ii) have an exercise price equal to 100% of the Fair Market Value of
such Shares on the date such Replacement Option is granted, (iii) first be exercisable six months from
the date such Replacement Option is granted, (iv) have an expiration date identical to the expiration
date of the original option, and (v) contain a similar replacement option feature.
7. RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNITS.
(a) Restricted Stock Awards.
The Committee may grant Restricted Stock Awards, subject to such restrictions, terms and
conditions as the Committee shall determine in its sole discretion and as shall be evidenced by the
applicable Benefit Agreement (provided that any such Benefit is subject to the vesting requirements
described herein). The vesting of a Restricted Stock Award may be conditioned upon the completion of
a specified period of employment or service with the Company or any Subsidiary, upon the attainment
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