AbbVie 2012 Annual Report Download - page 182

EXHIBIT A
ABBVIE
2013 INCENTIVE STOCK PROGRAM
1. PURPOSE.
The purpose of the AbbVie 2013 Incentive Stock Program is to (i) attract and retain outstanding
directors, officers, and other employees of AbbVie Inc. (the ‘‘Company’’) and its Subsidiaries, and to
furnish incentives to such persons by providing opportunities to acquire shares of the Company’s
common stock, or monetary payments based on the value of such Shares or the financial performance
of the Company, or both, on advantageous terms as herein provided and to further align such persons’
interests with those of the Company’s other stockholders through compensation that is based on the
value of Shares, and (ii) assume certain awards granted under the Abbott Stock Programs and adjusted
as described in the Employee Matters Agreement.
2. ADMINISTRATION.
The Program will be administered by the Committee. For purposes of the Program, the
‘‘Committee’’ shall be a committee of at least two persons which shall be either the Compensation
Committee of the Board or such other committee comprised entirely of persons who are both
(i) ‘‘disinterested persons’’ as defined in Rule 16b-3 of the Securities and Exchange Commission, and
(ii) ‘‘outside directors’’ as defined under Code Section 162(m). The Compensation Committee of the
Board shall serve as the Committee administering the Program until such time as the Board designates
a different Committee.
The Committee has the following powers, which it may exercise in its sole discretion, subject to
and not inconsistent with the express provisions of the Program: (i) to administer the Program; (ii) to
exercise all the power and authority either specifically granted to it under the Program or necessary or
advisable in the administration of the Program; (iii) to grant Benefits; (iv) to determine the persons to
whom and the time or times at which Benefits shall be granted; (v) to determine the type and number
of Benefits to be granted, the number of Shares to which a Benefit may relate and the terms,
conditions, restrictions and Performance Goals relating to any Benefit; (vi) to determine whether, to
what extent, and under what circumstances a Benefit may be settled, canceled, forfeited, accelerated,
exchanged, deferred (in accordance with the requirements of Code Section 409A) or surrendered;
provided that, except as described in Section 6, the Committee shall neither lower the exercise price or
base price of an outstanding option or Stock Appreciation Right nor grant any Benefit or provide cash
in replacement of a canceled option or Stock Appreciation Right which had been granted at a higher
exercise price or base price without the prior approval of the Company’s stockholders; (vii) to make
adjustments in the terms and conditions (including Performance Goals) applicable to Benefits; (viii) to
construe and interpret the Program and any Benefit; (ix) to prescribe, amend and rescind rules and
regulations relating to the Program, including any sub-Program contemplated by Section 10; (x) to
determine the terms and provisions of any Benefit Agreement (which need not be identical for each
Grantee); and (xi) to make all other determinations deemed necessary or advisable for the
administration of the Program. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Program or in any Benefit Agreement in the manner and to the
extent it shall deem necessary or advisable to carry the Program into effect and shall be the sole and
final judge of such necessity or advisability.
A majority of the members of the Committee shall constitute a quorum and all determinations of
the Committee shall be made by a majority of its members. Any determination of the Committee under
the Program may be made without notice of a meeting of the Committee by a writing signed by all of
the Committee members. The decision of the Committee as to all questions of interpretation,
application and administration of the Program shall be final, binding and conclusive on all persons.
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