AbbVie 2012 Annual Report Download - page 189

each such Nonqualified Stock Option shall be (i) subject to the terms and conditions of Section 6,
(ii) immediately exercisable and non-forfeitable, and (iii) exercisable until the expiration of ten years
from the date of grant. Non-Employee Directors who hold replacement options granted under an
Abbott Stock Program shall also receive Replacement Options consistent with the provisions of
Section 6(b).
12. RESTRICTED STOCK UNITS TO NON-EMPLOYEE DIRECTORS.
Each year, on the date of the annual stockholders meeting, each person who is elected a
Non-Employee Director at the annual stockholders meeting shall be awarded Restricted Stock Units
covering a number of Shares with a Fair Market Value on the date of the award closest to, but not in
excess of, the sum of (i) an amount equal to six times the monthly fee in effect under Section 3.1 of
the Directors’ Fee Plan on the date of the award, and (ii) $50,000.
The Restricted Stock Units granted to Non-Employee Directors shall be fully vested on the date of
the award and shall be awarded and/or issued or paid in a manner that will comply with Code
Section 409A. Subject to the requirements of Code Section 409A, the Non-Employee Director receiving
the Restricted Stock Units shall be entitled to receive one Share for each Restricted Stock Unit upon
the earliest of (i) the director’s ‘‘separation from service’’ (within the meaning of Code Section 409A),
(ii) the date the director dies, or (iii) the date of occurrence of a Change in Control that also qualifies
as a ‘‘change in control event’’ (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)).
Subject to the requirements of Code Section 409A, the Non-Employee Director receiving the
Restricted Stock Units shall be entitled to receive cash payments equal to the dividends and
distributions paid on the Shares (other than dividends or distributions of securities of the Company
which may be issued with respect to its Shares by virtue of any stock split, combination, stock dividend
or recapitalization) to the same extent as if each Restricted Stock Unit was a Share, and those Shares
were not subject to the restrictions imposed by the Program, provided that the record date with respect
to such dividend or distribution occurs within the period commencing with the date of grant of the
Benefit and ending upon the earliest of (i) the date of the director’s death, (ii) the date of the
director’s ‘‘separation from service’’ (within the meaning of Code Section 409A), (iii) the date of the
occurrence of a Change in Control that also qualifies as a ‘‘change in control event’’ (within the
meaning of Treasury Regulation Section 1.409A-3(i)(5)), or (iv) such other date specified in the Benefit
Agreement.
While outstanding, the Restricted Stock Units may not be sold, assigned, transferred, pledged,
hypothecated, exchanged or otherwise disposed of except by will or the laws of descent and
distribution.
Except in the event of conflict, all provisions of the Program shall apply to this Section 12. In the
event of any conflict between the other provisions of the Program and this Section 12, this Section 12
shall control.
13. CHANGE IN CONTROL PROVISIONS.
(a) Notwithstanding any other provision of this Program, the following provisions shall apply upon
the occurrence of a Change in Control, unless otherwise provided in a Benefit Agreement:
(i) All options then outstanding under this Program shall become fully vested and exercisable
as of the date of the Change in Control, whether or not then otherwise vested or exercisable;
(ii) All Stock Appreciation Rights and Other Share-Based Awards then outstanding shall
become fully vested and exercisable as of the date of the Change in Control, whether or not then
otherwise vested or exercisable;
A-8