AbbVie 2012 Annual Report Download - page 192

14. GENERAL PROVISIONS.
(a) Adjusted Awards.
Notwithstanding anything in the Program to the contrary, the terms of the Program will apply to
Adjusted Awards only to the extent that they are not inconsistent with the Employee Matters
Agreement and the terms of the applicable Adjusted Awards assumed in accordance with the Employee
Matters Agreement. To the extent that the terms of the Program are inconsistent with the terms of an
Adjusted Award Benefit Agreement, the terms of the applicable Adjusted Award shall be governed by
the Employee Matters Agreement, the applicable Abbott Stock Program, and the applicable Benefit
Agreement.
(b) Nontransferability, Deferrals and Settlements.
Unless otherwise determined by the Committee or provided in a Benefit Agreement, Benefits shall
not be transferable by a Grantee except by will or the laws of descent and distribution and shall be
exercisable during the lifetime of a Grantee only by such Grantee or his guardian or legal
representative. Notwithstanding the foregoing, any transfer of Benefits to independent third parties for
cash consideration without stockholder approval is prohibited. Any Benefit shall be null and void and
without effect upon any attempted assignment or transfer, except as herein provided, including without
limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation
or other disposition, attachment, divorce, trustee process or similar process, whether legal or equitable,
upon such Benefit. With respect to Benefits other than options, the Committee may require or permit
Grantees to elect to defer the issuance of Shares (with settlement in cash or Shares as may be
determined by the Committee or elected by the Grantee in accordance with procedures established by
the Committee), or the settlement of Benefits in cash under such rules and procedures as established
under the Program to the extent that such deferral complies with Code Section 409A and any
regulations or guidance promulgated thereunder. It may also provide that such deferred settlements
include the payment or crediting of interest, dividends or dividend equivalents on the deferral amounts.
(c) No Right to Continued Employment, etc.
Nothing in the Program or in any Benefit granted or any Benefit Agreement or other agreement
entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ or
service of the Company, any Subsidiary or to be entitled to any remuneration or benefits not set forth
in the Program or such Benefit Agreement or other agreement or to interfere with or limit in any way
the right of the Company or any such Subsidiary to terminate such Grantee’s employment or service.
(d) Sale of Subsidiary.
For all purposes hereunder, except as otherwise provided by the Committee, a Grantee’s
employment or service with a Subsidiary shall be deemed to be terminated on the day such entity
ceases to be a Subsidiary of the Company.
(e) Taxes.
The Company shall be entitled to withhold, or require a participant to remit to the Company, the
amount of any tax attributable to any amount payable or Shares deliverable under the Program. The
Company may defer making payment or delivery if any such tax may be pending unless and until
indemnified to its satisfaction, and the Company shall have no liability to any participant for exercising
the foregoing right. The Committee may, in its sole discretion and subject to such rules as it may
adopt, permit or require a Grantee to pay all or a portion of the federal, state and local taxes,
including social security and Medicare withholding tax (or corresponding taxes under applicable laws in
non-U.S. jurisdictions), arising in connection with the receipt or exercise of any Benefit, by (i) having
the Company withhold Shares, (ii) tendering Shares received in connection with such Benefit back to
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