AbbVie 2012 Annual Report Download - page 193

the Company, or (iii) delivering other previously acquired Shares having a Fair Market Value
approximately equal to the amount to be withheld.
(f) Amendment and Termination.
The Program may be amended or terminated at any time by action of the Board. However, no
amendment may, without stockholder approval: (i) increase the aggregate number of Shares available
for Benefits (except to reflect an event described in Section 4); (ii) extend the term of the Program; or
(iii) change or add a category or categories of individuals who are eligible to participate in the
Program. No amendment or termination of the Program may materially and adversely modify any
person’s rights under the express terms and conditions of an outstanding Benefit without such person’s
written consent.
(g) Duration of Program.
Unless earlier terminated by the Board pursuant to the provisions of the Program, the Program
shall expire on the tenth anniversary of its Effective Date. No Benefits shall be granted under the
Program after such date.
(h) No Rights to Benefits; No Stockholder Rights.
No individual shall have any claim to be granted any Benefit under the Program, and there is no
obligation for uniformity of treatment of Grantees. No individual shall have any right to a Benefit or to
payment or settlement under any Benefit unless and until the Committee or its designee shall have
determined that a Benefit or payment or settlement is to be made. Except as provided specifically
herein, a Grantee or a transferee of a Benefit shall have no rights as a stockholder with respect to any
Shares covered by the Benefit until the date of the issuance of such Shares.
(i) Unfunded Status of Benefits.
The Program is intended to constitute an ‘‘unfunded’’ plan for purposes of incentive and deferred
compensation. With respect to any payments not yet made to a Grantee pursuant to a Benefit, nothing
contained in the Program or any Benefit shall give any such Grantee any rights that are greater than
those of a general creditor of the Company.
(j) No Fractional Shares.
No fractional Shares shall be issued or delivered pursuant to the Program or any Benefit. The
Committee shall determine whether cash, other Benefits, or other property shall be issued or paid in
lieu of such fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited
or otherwise eliminated.
(k) Regulations and Other Approvals.
The obligation of the Company to sell or deliver Shares with respect to any Program Benefit shall
be subject to all applicable laws, rules and regulations, including all applicable securities laws, and the
obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate
by the Committee.
(l) Listing, Registration or Qualification of Shares.
Each Benefit is subject to the requirement that, if at any time the Committee or its delegate
determines, in its sole discretion, that the listing, registration or qualification of Shares issuable
pursuant to the Program is required by any securities exchange or under any state or federal law (or
corresponding requirements under applicable laws in non-U.S. jurisdictions), or the consent or approval
of any governmental regulatory body is necessary or desirable as a condition of, or in connection with,
the grant of a Benefit or the issuance of Shares, no such Benefit shall be granted or payment made or
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