AbbVie 2012 Annual Report Download - page 191

or indirectly, of securities of the Company (not including in the securities Beneficially Owned by
such Person any securities acquired directly from the Company or its Affiliates) representing 20%
or more of the combined voting power of the Company’s then outstanding securities; or
(iv) The date the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or disposition by
the Company of all or substantially all of the Company’s assets, other than a sale or disposition by
the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the
combined voting power of the voting securities of which are owned by stockholders of the
Company, in combination with the ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any Subsidiary, in substantially the same
proportions as their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated transactions immediately
following which the record holders of Shares immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership in an entity which owns
all or substantially all of the assets of the Company immediately following such transaction or series of
transactions.
For purposes of the Program: ‘‘Affiliate’’ shall have the meaning set forth in Rule 12b-2 under
Section 12 of the Exchange Act; ‘‘Beneficial Owner’’ shall have the meaning set forth in Rule 13d-3
under the Exchange Act; ‘‘Person’’ shall have the meaning given in Section 3(a)(9) of the Exchange
Act, as modified and as used in Section 13(d) and 14(d) thereof and the rules thereunder, except that
such term shall not include (w) the Company or any of its Subsidiaries, (x) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary, (y) an
underwriter temporarily holding securities pursuant to an offering of such securities, or (z) a
corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of Shares; and ‘‘Subsidiary’’ shall mean any corporation, partnership,
joint venture or business trust, 50% or more of the control of which is owned, directly or indirectly, by
the Company.
(c) In the event that, in connection with a Change in Control, outstanding options under the
Program are either assumed or converted into substituted options consistent with Section 4, each such
assumed or substituted option shall continue to be subject to the same terms and conditions (including,
without limitation, with respect to any right to receive replacement options upon option exercise) to
which it was subject immediately prior to the transaction resulting in the assumption or substitution.
(d) Unless otherwise provided in a Benefit Agreement, upon a Change in Control in which the
outstanding Shares are changed into, or exchanged for, property (including cash) other than solely
stock or securities of the Company or another corporation (disregarding, for this purpose, cash paid in
lieu of fractional shares), each Grantee may, to the extent such right would not cause the applicable
stock option or Stock Appreciation Right to be considered deferred compensation for purposes of
Code Section 409A, elect to receive, immediately following such Change in Control, in exchange for
cancellation of any stock option or Stock Appreciation Right held by such Grantee immediately prior
to the Change in Control, a cash payment with respect to each Share subject to such option or right,
equal to the difference between the value of consideration (as determined by the Committee) received
by the stockholders for a Share in the Change in Control, less any applicable purchase price.
(e) Notwithstanding any other provision of the Program, if a Change in Control occurs, the
Adjusted Awards shall be handled as described in the Employee Matters Agreement.
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