AbbVie 2012 Annual Report Download - page 190

(iii) All terms and conditions of all Restricted Stock Awards then outstanding shall be deemed
satisfied and all restrictions on those Restricted Stock Awards will lapse as of the date of the
Change in Control;
(iv) All terms and conditions of all Restricted Stock Units then outstanding shall be deemed
satisfied and all restrictions on those Restricted Stock Units will lapse as of the date of the Change
in Control; and
(v) All performance criteria shall be deemed to have been attained and all Performance
Awards then outstanding shall be deemed to have been fully earned and to be immediately payable
as of the date of the Change in Control.
Notwithstanding the foregoing, with respect to each Benefit that is subject to Code Section 409A,
if a Change in Control would have occurred under the Program but such Change in Control does not
also qualify as a ‘‘change in control event’’ (within the meaning of Treasury Regulation
Section 1.409A-3(i)(5)), then each such Benefit shall become vested and non-forfeitable; provided,
however, that the Grantee shall not be able to exercise the Benefit, and the Benefit shall not become
payable, except in accordance with the terms of such Benefit or until such earlier time as the exercise
and/or payment complies with Code Section 409A.
(b) A ‘‘Change in Control’’ shall be deemed to have occurred on the earliest of the following
dates:
(i) The date any Person is or becomes the Beneficial Owner (as defined below), directly or
indirectly, of securities of the Company (not including in the securities beneficially owned by such
Person any securities acquired directly from the Company or its Affiliates) representing 20% or
more of the combined voting power of the Company’s then outstanding securities, excluding any
Person who becomes such a Beneficial Owner in connection with a transaction described in
clause (A) of paragraph (iii) below; or
(ii) The date the following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on the Effective Date, constitute the Board and
any new director (other than a director whose initial assumption of office is in connection with an
actual or threatened election contest, including but not limited to a consent solicitation, relating to
the election of directors of the Company) whose appointment or election by the Board or
nomination for election by the Company’s stockholders was approved or recommended by a vote
of at least two-thirds of the directors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for election was previously so approved or
recommended; or
(iii) The date on which there is consummated a merger or consolidation of the Company or
any direct or indirect Subsidiary of the Company with any other corporation or other entity, other
than (A) a merger or consolidation (1) immediately following which the individuals who comprise
the Board immediately prior thereto constitute at least a majority of the board of directors of the
Company, the entity surviving such merger or consolidation or, if the Company or the entity
surviving such merger is then a Subsidiary, the ultimate parent thereof, and (2) which results in the
voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under an employee benefit plan of the Company or
any Subsidiary of the Company, at least 50% of the combined voting power of the securities of the
Company or such surviving entity or any parent thereof outstanding immediately after such merger
or consolidation; or (B) a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly
A-9