AbbVie 2012 Annual Report Download - page 194

Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has
been effected or obtained free of any conditions not acceptable to the Committee or its delegate.
(m) Restricted Securities.
If the disposition of Shares acquired pursuant to the Program is not covered by a then current
registration statement under the Securities Act of 1933 (the ‘‘Securities Act’’), and is not otherwise
exempt from such registration, then such Shares shall be restricted against transfer to the extent
required by the Securities Act or regulations thereunder and the Committee may require a Grantee
receiving Shares pursuant to the Program, as a condition precedent to receipt of such Shares, to
represent to the Company in writing that the Shares acquired by such Grantee is acquired for
investment only and not with a view to distribution.
(n) Section 409A.
Notwithstanding any provision of the Program, to the extent that any Benefit would be subject to
Code Section 409A, no such Benefit may be granted if it would fail to comply with the requirements
set forth in Code Section 409A. To the extent that the Committee determines that the Program or any
Benefit is subject to Code Section 409A and fails to comply with the requirements of Code
Section 409A, notwithstanding anything to the contrary contained in the Program or in any Benefit
Agreement, the Committee reserves the right to amend or terminate the Program and/or amend,
restructure, terminate or replace the Benefit, without the consent of the Grantee, to cause the Benefit
to either not be subject to Code Section 409A or to comply with the applicable provisions of such
section. In addition, for each Benefit subject to Code Section 409A, a termination of employment or
service with the Company and its Subsidiaries shall be deemed to have occurred under the Program
with respect to such award on the first day on which an individual has experienced a ‘‘separation from
service’’ within the meaning of Code Section 409A.
(o) Governing Law.
The Program and all determinations made and actions taken pursuant hereto shall be governed by
the laws of the State of Delaware without giving effect to the conflict of laws principles thereof.
(p) Construction.
Any reference in the Program to any law, statute, rule, regulation, or official guidance thereunder,
shall be construed as a reference to such law, statute, rule, regulation, or official guidance, as the same
may be amended, from time to time, or any successor provision to such law, statute, rule, regulation or
official guidance.
(q) Effective Date.
The Program shall become effective as of January 1, 2013 (the ‘‘Effective Date’’).
15. DEFINITIONS.
For purposes of the Program, the following terms shall be defined as set forth below:
(a) ‘‘Abbott Stock Program’’ has the meaning ascribed to it in the Employee Matters
Agreement.
(b) ‘‘Adjusted Awards’’ means awards granted under the Abbott Stock Programs and
converted into awards denominated with respect to Shares, as described in the Employee Matters
Agreement, as well as any Replacement Options granted subsequent to the Effective Date.
(c) ‘‘Benefit’’ means a grant under the Program of any of the types of awards described in
Section 5.
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