AbbVie 2012 Annual Report Download - page 195

(d) ‘‘Benefit Agreement’’ means any written agreement, contract, or other instrument or
document evidencing the terms and conditions of a Benefit.
(e) ‘‘Board’’ means the Board of Directors of the Company.
(f) ‘‘Change in Control’’ has the meaning ascribed to it in Section 13.
(g) ‘‘Code’’ means the Internal Revenue Code of 1986, as amended.
(h) ‘‘Committee’’ has the meaning ascribed to it in Section 2.
(i) ‘‘Company’’ or ‘‘AbbVie’’ means AbbVie Inc., a corporation organized under the laws of
the State of Delaware, or any successor corporation.
(j) ‘‘Covered Employee’’ has the meaning ascribed to it in Code Section 162(m)(3).
(k) ‘‘Effective Date’’ has the meaning ascribed to it in Section 14(q).
(l) ‘‘Employee Matters Agreement’’ means the Employee Matters Agreement by and
between Abbott Laboratories and AbbVie Inc., dated as of December 31, 2012.
(m) ‘‘Exchange Act’’ means the Securities Exchange Act of 1934.
(n) ‘‘Fair Market Value’’ means, with respect to Shares or other property, the fair market
value of such Share or other property determined by such methods or procedures as shall be
established from time to time by the Committee.
(o) ‘‘Grantee’’ means (i) a person who, as a Non-Employee Director of the Company or an
employee of the Company or a Subsidiary of the Company, or a beneficiary or estate of such
person, has been granted a Benefit, or (ii) a recipient of an Adjusted Award in accordance with
the terms of the Employee Matters Agreement.
(p) ‘‘Individual Limits’’ means the limitations on awards to a single individual set forth in the
third paragraph of Section 4 and in the second paragraph of Section 8.
(q) ‘‘Non-Employee Director’’ means a member of the Board who is not a full-time employee
of the Company or any of its Subsidiaries.
(r) ‘‘Nonqualified Stock Option’’ means any option that is not intended to be designated as
an incentive stock option within the meaning of Code Section 422.
(s) ‘‘option’’ means a contractual right granted to a Grantee under the Program to purchase
Shares at a specified price.
(t) ‘‘optionee’’ means a person who, as a Non-Employee Director of the Company or an
employee of the Company or a Subsidiary of the Company, or a beneficiary or estate of such
person, has been granted an option.
(u) ‘‘Other Share-Based Award’’ means a Benefit granted to a Grantee pursuant to Section 9,
which may be denominated or payable in, valued in whole or in part by reference to, or otherwise
based on, or related to, Shares.
(v) ‘‘Performance Goals’’ has the meaning ascribed to it in Section 8.
(w) ‘‘Person’’ has the meaning ascribed to it in Section 13(b).
(x) ‘‘Program’’ means this AbbVie 2013 Incentive Stock Program, as amended from time to
time.
(y) ‘‘Replacement Options’’ has the meaning ascribed to it in Section 6(b).
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