AbbVie 2012 Annual Report Download - page 188

Appreciation Right, in no event shall (i) the base price per Share be less than the Fair Market Value of
a Share on the Stock Appreciation Right’s date of grant, or (ii) the term of such Stock Appreciation
Right exceed ten years from the date of grant. Such terms and conditions shall be consistent with the
terms of the Program. Shares or other securities or property delivered pursuant to a Benefit in the
nature of a purchase right granted under this Section 9 shall be purchased for such consideration, paid
for at such times, by such methods, and in such forms, including, without limitation, Shares, other
Benefits, notes or other property, as the Committee shall determine, subject to any required corporate
action.
(b) Recognition Awards.
In addition to Restricted Stock Awards governed by Section 7(a), the Committee may grant fully
vested Shares to employees of the Company, its Subsidiaries, in recognition of the employee’s
contribution to the Company; provided that the aggregate value of such recognition awards granted in
any fiscal year to any single individual shall not exceed 1,000 Shares.
10. FOREIGN BENEFITS.
The Committee may grant Benefits to employees of the Company and its Subsidiaries who reside
in foreign jurisdictions. Notwithstanding anything in the Program to the contrary, the Committee may,
in its sole discretion: (i) amend or vary the terms of the Program to conform such terms with the
requirements of each jurisdiction where a Subsidiary is located; (ii) amend or vary the terms of the
Program in each jurisdiction where a Subsidiary is located as it considers necessary or desirable to take
into account or to mitigate or reduce the burden of taxation and social security contributions for
participants and/or the Subsidiary; or (iii) amend or vary the terms of the Program in each jurisdiction
where a Subsidiary is located as it considers necessary or desirable to meet the goals and objectives of
the Program. The Committee may, where it deems appropriate in its sole discretion, establish one or
more sub-Programs for these purposes. The terms and conditions contained herein which are subject to
variation in a jurisdiction shall be reflected in a written attachment to the Program for each Subsidiary
in such jurisdiction. The Committee may, in its sole discretion, also establish administrative rules and
procedures to facilitate the operation of the Program in each jurisdiction where a Subsidiary is located.
To the extent permitted under applicable law, the Committee may delegate its authority and
responsibilities under this Section 10 to one or more officers of the Company. In this regard and to the
extent permitted under applicable law, the Committee hereby delegates its authority and responsibilities
under this Section 10 to the Senior Vice President, Human Resources.
11. NONQUALIFIED STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS.
Each Non-Employee Director may elect to receive any or all of his or her fees earned under
Section 3 of the AbbVie Non-Employee Directors’ Fee Plan (the ‘‘Directors’ Fee Plan’’) in the form of
Nonqualified Stock Options under this Section. Each such election shall be irrevocable, and must be
made in writing and filed with the Secretary of the Company by December 31 of the calendar year
preceding the period in which such fees are earned. A Non-Employee Director may file a new election
each calendar year applicable to fees earned in the immediately succeeding calendar year, provided that
a new election to receive benefits in the form of options shall not be effective until the period covered
by the Non-Employee Director’s current election has ended. If no new election is received by
December 31 of any calendar year, the election, if any, then in effect shall continue in effect until a
new election is made and has become effective. If a director does not elect to receive his or her fees in
the form of Nonqualified Stock Options, the fees due such director shall be paid or deferred as
provided in the Directors’ Fee Plan and any applicable election thereunder by the director.
Each Nonqualified Stock Option due to a director under the Program pursuant to an election shall
be granted annually, on the date of the annual stockholders meeting. Except as otherwise provided,
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