AbbVie 2012 Annual Report Download - page 186

of specified Performance Goals, and/or upon such other criteria as the Committee may determine in its
sole discretion.
Except as provided in the applicable Benefit Agreement, no Shares underlying a Restricted Stock
Award may be sold, assigned, transferred, or otherwise encumbered or disposed of by the Grantee until
such Shares have vested in accordance with the terms of such Benefit. Subject to such other restrictions
as are imposed by the Committee, the Shares covered by an award of Restricted Stock to a participant
who is subject to Section 16 of the Exchange Act may be sold or otherwise disposed of only after six
months from the grant date (unless such sale would not affect the exemption under Rule 16b-3 of the
Securities and Exchange Commission).
If and to the extent that the applicable Benefit Agreement may so provide, a Grantee shall have
the right to vote and receive dividends on Restricted Stock granted under the Program. Unless
otherwise provided in the applicable Benefit Agreement, any Shares received as a dividend on or in
connection with a stock split of the Shares underlying a Restricted Stock Award awarded under this
Section shall be subject to the same restrictions as the Shares underlying such Restricted Stock Award.
Upon the termination of a Grantee’s employment or service with the Company and its
Subsidiaries, the Restricted Stock granted to such Grantee shall be subject to the terms and conditions
specified in the applicable Benefit Agreement.
(b) Restricted Stock Units.
The Committee may grant Restricted Stock Units, 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 Restricted Stock Unit is subject to the vesting
requirements described herein). The vesting of a Restricted Stock Unit granted under the Program may
be conditioned upon the completion of a specified period of employment or service with the Company
or any Subsidiary, upon the attainment of specified Performance Goals, and/or upon such other criteria
as the Committee may determine in its sole discretion.
Unless otherwise provided in a Benefit Agreement, upon the vesting of a Restricted Stock Unit
there shall be delivered to the Grantee, as soon as practicable following the date on which such Benefit
(or any portion thereof) vests (but in no event later than two and one-half months following the end of
the calendar year in which such Restricted Stock Unit vests), subject to Section 13, that number of
Shares equal to the number of Restricted Stock Units that have vested (or the cash equivalent thereof
in the case of a cash-settled award).
Except as provided in the applicable Benefit Agreement, a Restricted Stock Unit may not be sold,
assigned, transferred or otherwise encumbered or disposed of by the Grantee. Subject to the
requirements of Code Section 409A, Restricted Stock Units may provide the Grantee with the right to
receive dividend equivalent payments with respect to Shares subject to the Benefit (both before and
after the Benefit is earned or vested), which payments may be either made currently or credited to an
account for the participant, and may be settled in cash or Shares, as determined by the Committee.
Any such settlements and any such crediting of dividend equivalents may be subject to such conditions,
restrictions and contingencies as the Committee shall establish, including the reinvestment of such
credited amounts in Share equivalents.
Upon the termination of a Grantee’s employment or service with the Company and its
Subsidiaries, the Restricted Stock Units granted to such Grantee shall be subject to the terms and
conditions specified in the applicable Benefit Agreement.
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