AbbVie 2012 Annual Report Download - page 187

8. PERFORMANCE AWARDS.
The Committee may grant Benefits including Restricted Stock, Restricted Stock Units and Other
Share-Based Awards, which may be earned in whole or in part based on the attainment of performance
goals established by the Committee, which shall be based on one or more of the following criteria:
earnings per share, return on equity, return on assets, return on net assets, return on investment, total
stockholder return, net operating income, cash flow, increase in revenue, economic value added,
increase in share price or cash flow return on investment, and any combination of, or a specified
increase in, any of the foregoing (the ‘‘Performance Goals’’). Where applicable, the Performance Goals
may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a
percentage increase or decrease in the particular criteria, and may be applied to one or more of the
Company, a Subsidiary, or a division or strategic business unit of the Company, or may be applied to
the performance of the Company relative to a market index, a group of other companies or a
combination thereof, all as determined by the Committee. The Performance Goals may include a
threshold level of performance below which no payment will be made (or no vesting will occur), levels
of performance at which specified payments will be made (or specified vesting will occur), and a
maximum level of performance above which no additional payment will be made (or at which full
vesting will occur). In addition, partial achievement of Performance Goals may result in payment or
vesting corresponding to the degree of achievement of the Performance Goal. Where necessary to
satisfy the requirements of Code Section 162(m), each of the foregoing Performance Goals shall be
determined in accordance with generally accepted accounting principles or such other objective
standards satisfying the requirements of Code Section 162(m), and shall be subject to written
certification by the Committee; provided that, to the extent a Benefit is intended to satisfy the
performance-based compensation exception to the limits of Code Section 162(m) and then to the
extent consistent with such exception, the Committee may make equitable adjustments to the
Performance Goals in recognition of unusual or non-recurring events affecting the Company or any
Subsidiary or the financial statements of the Company or any Subsidiary, in response to changes in
applicable laws or regulations, or to account for items of gain, loss or expense determined to be
extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment
of a business or related to a change in accounting principles. No payment shall be made to a Covered
Employee prior to the written certification by the Committee that the Performance Goals have been
attained. The Committee may establish such other rules applicable to Benefits intended to be qualified
performance-based compensation to the extent consistent with Code Section 162(m).
The maximum amount which may be granted under this Section 8 for any one year for any one
participant shall be $15 million, determined by multiplying the number of Shares or units granted under
the Benefit by the Fair Market Value of a Share on the date of grant. For any performance period in
excess of one year, such maximum value shall be determined by multiplying $15 million by a fraction,
the numerator of which is the number of months in the performance period and the denominator of
which is twelve.
Payments earned in respect of any Benefit may be decreased or, with respect to any Grantee who
is not a Covered Employee, increased in the sole discretion of the Committee based on such factors as
it deems appropriate. Notwithstanding the foregoing, any Benefits may be adjusted in accordance with
Section 4.
9. OTHER SHARE-BASED AWARDS AND RECOGNITION AWARDS.
(a) Other Share-Based Awards.
The Committee may grant Other Share-Based Awards, including Stock Appreciation Rights, under
terms and conditions specified by the Committee in the applicable Benefit Agreement, which may
include the attainment of Performance Goals; provided, however, that with respect to a Stock
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