Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ABBVIE INC.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
Delaware |
|
32-0375147 |
(State or other jurisdiction of incorporation
or organization) |
|
(I.R.S. Employer Identification No.) |
1 North Waukegan Road
North Chicago, Illinois 60064-6400
(847) 932-7900
(Address of principal executive offices, including
zip code)
Cerevel Therapeutics Holdings, Inc. 2020
Equity Incentive Plan
(Full title of the plan)
Perry C. Siatis, Esq.
Executive Vice President, General Counsel and
Secretary
AbbVie Inc.
1 North Waukegan Road
North Chicago, Illinois 60064-6400
(847) 932-7900
(Name, address and telephone number, including
area code, of agent for service)
Copies to:
Sophia Hudson, P.C.
Zoey Hitzert
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
x |
|
Accelerated filer |
|
¨ |
|
|
|
|
Non-accelerated filer |
|
¨ |
|
Smaller reporting company |
|
¨ |
|
|
|
|
|
|
|
|
Emerging growth company |
|
¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected to use the extended transition period for complying with the new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
AbbVie Inc. (“AbbVie” or the “Registrant”)
is filing this Registration Statement on Form S-8 (this “Registration Statement”) relating to shares of common stock
of the Registrant, par value $0.01 per share (the “Common Stock”), that may be issued pursuant to awards outstanding under
the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan (the “Cerevel Plan”).
On December 6, 2023, AbbVie entered into
an Agreement and Plan of Merger (the “Merger Agreement”) with Cerevel Therapeutics Holdings, Inc. (“Cerevel”),
Symphony Harlan Merger Sub Inc. and Symphony Harlan LLC. On August 1, 2024, AbbVie completed the acquisition of Cerevel pursuant
to the Merger Agreement.
In connection with and upon the consummation of
the transactions contemplated by the Merger Agreement and in accordance with the Merger Agreement, the Cerevel Plan was assumed by the
Registrant and certain restricted stock unit awards in respect of shares of Cerevel common stock granted under the Cerevel Plan that remained
outstanding under the Cerevel Plan as of August 1, 2024 were converted into restricted stock unit awards in respect of Common Stock,
which converted awards will continue to be subject to the terms of the Cerevel Plan following the consummation of the transactions contemplated
by the Merger Agreement. This Registration Statement is being filed for the purpose of registering the Common Stock issuable upon the
settlement of such converted awards.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified
in Part I will be delivered in accordance with Form S-8 and Rule 428(b)(1) under the Securities Act of 1933, as amended
(the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission
(the “SEC”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item
3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference. |
The following documents filed by the Registrant
with the SEC are incorporated by reference in this Registration Statement:
|
(e) |
The description of the Registrant’s Common Stock which is contained in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024, including any amendment or report filed for the purpose of updating such description. |
All documents that the Registrant subsequently
files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any documents, portions of
documents, exhibits or other information that is deemed to be furnished and not filed under such provisions.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.
Item 4. |
Description of Securities. |
Not applicable.
Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
Item 6. |
Indemnification of Directors and Officers. |
As permitted by the Delaware General Corporation
Law (the “DGCL”), the Registrant’s amended and restated certificate of incorporation provides that a director of the
Registrant will not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability:
· |
for any breach of their duty of loyalty to the Registrant or its stockholders; |
· |
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
· |
under Section 174 of the DGCL relating to unlawful payments of dividends or unlawful stock repurchases or redemptions; or |
· |
for any transaction from which the director derived an improper personal benefit. |
The limitation of liability does not apply to
liabilities arising under the federal or state securities laws and does not affect the availability of equitable remedies, such as injunctive
relief or rescission.
The Registrant’s amended and restated certificate
of incorporation and by-laws include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability
of directors or officers for monetary damages for actions taken as a director or officer of the Registrant, or for serving at the Registrant’s
request as a director or officer or another position at another corporation or enterprise, as the case may be. The Registrant’s
amended and restated certificate of incorporation and by-laws also provide that the Registrant must indemnify and advance reasonable expenses
to its directors and officers, subject to its receipt of an undertaking from the indemnified party as may be required under the DGCL.
The Registrant’s amended and restated by-laws expressly authorize the Registrant to carry directors’ and officers’ insurance
to protect the Registrant, its directors, officers and certain employees from some liabilities.
The foregoing is only a general summary of certain
aspects of Delaware law and the Registrant’s amended and restated certificate of incorporation and by-laws dealing with indemnification
of directors and officers and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions
of those sections of the DGCL referenced above and the amended and restated certificate of incorporation and by-laws of the Registrant.
Item 7. |
Exemption from Registration Claimed. |
Not Applicable.
The information required by this Item is set forth
in the Exhibits Index that precedes the signature page of this Registration Statement.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement;
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of
the Exchange Act that are incorporated by reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in North Chicago, Illinois, on this 14th day of August 2024.
|
AbbVie Inc. |
|
|
|
|
By: |
/s/ Scott T. Reents |
|
|
Scott T. Reents |
|
|
Executive Vice President, Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below does hereby constitute and appoint Robert A. Michael, Perry C. Siatis, and Scott T. Reents, and each
of them, with full power of substitution and full power to act without the others, his or her true and lawful attorney-in-fact and agent
to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the
same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
|
Title |
|
Date |
|
|
|
/s/ Robert A. Michael |
|
Chief Executive Officer and Director
(Principal Executive Officer) |
|
August 14, 2024 |
Robert A. Michael |
|
|
|
|
|
|
|
/s/ Scott T. Reents |
|
Executive Vice President, Chief Financial
Officer
(Principal Financial Officer) |
|
August 14, 2024 |
Scott T. Reents |
|
|
|
|
|
|
|
/s/ Kevin K. Buckbee |
|
Senior Vice President, Controller (Principal Accounting Officer) |
|
August 14, 2024 |
Kevin K. Buckbee |
|
|
|
|
|
|
|
/s/ Richard A. Gonzalez |
Executive Chairman of the Board |
|
August 14, 2024 |
Richard A. Gonzalez |
|
|
|
|
|
/s/ Robert J. Alpern, M.D. |
|
Director |
|
August 14, 2024 |
Robert J. Alpern, M.D. |
|
|
|
|
|
|
|
/s/ Roxanne S. Austin |
|
Director |
|
August 14, 2024 |
Roxanne S. Austin |
|
|
|
|
|
|
|
/s/ William H.L. Burnside |
|
Director |
|
August 14, 2024 |
William H.L. Burnside |
|
|
|
|
|
|
|
|
|
/s/ Jennifer L. Davis |
|
Director |
|
August 14, 2024 |
Jennifer L. Davis |
|
|
|
|
/s/ Thomas C. Freyman |
|
Director |
|
August 14, 2024 |
Thomas C. Freyman |
|
|
|
|
|
|
|
/s/ Brett J. Hart |
|
Director |
|
August 14, 2024 |
Brett J. Hart |
|
|
|
|
|
|
|
/s/ Melody B. Meyer |
|
Director |
|
August 14, 2024 |
Melody B. Meyer |
|
|
|
|
|
|
|
|
|
/s/ Susan E. Quaggin, M.D. |
|
Director |
|
August 14, 2024 |
Susan E. Quaggin, M.D. |
|
|
|
|
|
|
|
/s/ Edward J. Rapp |
|
Director |
|
August 14, 2024 |
Edward J. Rapp |
|
|
|
|
|
|
|
|
|
/s/ Rebecca B. Roberts |
|
Director |
|
August 14, 2024 |
Rebecca B. Roberts |
|
|
|
|
|
|
|
|
|
/s/ Glenn F. Tilton |
|
Director |
|
August 14, 2024 |
Glenn F. Tilton |
|
|
|
|
|
|
|
|
|
/s/ Frederick H. Waddell |
|
Director |
|
August 14, 2024 |
Frederick H. Waddell |
|
|
|
|
Exhibit 4.4
![](https://www.sec.gov/Archives/edgar/data/1551152/000110465924089617/tm2420586d1_ex4-4img001.jpg)
CEREVEL THERAPEUTICS
HOLDINGS, INC.
2020 EQUITY INCENTIVE PLAN
SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS
The name of the plan is the Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees,
non-employee directors and consultants of Cerevel Therapeutics Holdings, Inc. (the “Company”) and its Affiliates
upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure
a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s
behalf and strengthening their desire to remain with the Company.
The following terms shall be defined as set forth below:
“Act” means the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
“Administrator” means either the Board, or
the Compensation Committee of the Board or a similar committee performing the functions of that committee and which is comprised of not
less than two Non-Employee Directors who are independent.
“Affiliate” means, at the time of determination,
any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Act. The Board will
have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within
the foregoing definition.
“Award” or “Awards,”
except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards, and
Dividend Equivalent Rights.
“Award Certificate” means a written or electronic
document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Certificate is subject to the
terms and conditions of the Plan.
“Board” means the Board of Directors of the
Company.
“Cash-Based Award” means an Award entitling
the recipient to receive a cash-denominated payment.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 2 of 19
“Closing Date” means the date of the closing
of the transactions contemplated by that certain Business Combination Agreement, dated as of July 29, 2020, by and among the Company
and the other parties thereto.
“Code” means the Internal Revenue Code of
1986, as amended, and any successor Code, and related rules, regulations and interpretations.
“Consultant” means a consultant or adviser
who provides bona fide services to the Company or an Affiliate as an independent contractor and who qualifies as a consultant or
advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.
“Dividend Equivalent Right” means an Award
entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend
Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee.
“Effective Date” means the date on which
the Plan becomes effective as set forth in Section 20.
“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder.
“Fair Market Value” of the Stock on any given
date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that if the Stock is listed
on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), NASDAQ Global Market, The New York
Stock Exchange or another national securities exchange or traded on any established market, the determination shall be made by reference
to the closing price on such date. If there is no closing price for such date, the determination shall be made by reference to the last
date preceding such date for which there is a closing price.
“Incentive Stock Option” means any Stock
Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.
“Non-Employee Director” means a member of
the Board who is not also an employee of the Company or any Subsidiary.
“Non-Qualified Stock Option” means any Stock
Option that is not an Incentive Stock Option.
“Option” or “Stock Option”
means any option to purchase shares of Stock granted pursuant to Section 5.
“Prior Plans” means the Cerevel Therapeutics, Inc.
Amended and Restated 2018 Equity Incentive Plan and the Cerevel Therapeutics, Inc. 2020 Equity Incentive Plan.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 3 of 19
“Restricted Shares” means the shares of Stock
underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right of repurchase.
“Restricted Stock Award” means an Award of
Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.
“Restricted Stock Units” means a right to
receive, in cash and/or shares of Stock, as determined by the Administrator, the Fair Market Value of a share of Stock, subject to such
restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this Plan and the applicable
Agreement.
“Sale Event” shall mean (i) the sale
of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger,
reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately
prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the
resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the
sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction
in which, immediately upon completion of the transaction, an unrelated person, entity or group thereof acting in concert will own at least
a majority of the outstanding voting power of the Company or any successor entity other than (A) as a result of the acquisition of
securities directly from the Company and (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained
by the Company or any entity controlled by the Company.
“Sale Price” means the value as determined
by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant to a Sale
Event.
“Section 409A” means Section 409A
of the Code and the regulations and other guidance promulgated thereunder.
“Service Relationship” means any relationship
as an employee, director or Consultant of the Company or any Affiliate (e.g., a Service Relationship shall be deemed to continue without
interruption in the event an individual’s status changes from full-time employee to part-time employee or Consultant).
“Stock” means the Common Stock, par value
$ 0.0001 per share, of the Company, subject to adjustments pursuant to Section 3.
“Stock Appreciation Right” means an Award
entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Certificate)
having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock
Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 4 of 19
“Subsidiary” means any corporation or other
entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.
“Ten Percent Owner” means an employee who
owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the
combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.
“Unrestricted Stock Award” means an Award
of shares of Stock free of any restrictions.
SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY
TO SELECT GRANTEES AND DETERMINE AWARDS
(a) Administration of Plan. The Plan shall be administered
by the Administrator.
(b) Powers of Administrator. The
Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and
authority to:
(i) select the individuals to whom Awards may from time to time
be granted;
(ii) determine the time or times of grant, and
the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards,
Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, and Dividend Equivalent Rights, or any combination of the
foregoing, granted to any one or more grantees;
(iii) determine the number of shares of Stock to be covered by
any Award;
(iv) correct any defect, supply any omission or reconcile any
inconsistency in the Plan, in any Award, or in any Award Certificate;
(v) determine and modify from time to time the
terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions
may differ among individual Awards and grantees, and to approve the forms of Award Certificates;
(vi) accelerate at any time the exercisability or vesting of all
or any portion of any Award or waive any forfeiture provision with respect to an Award;
(vii) subject to the provisions of
Section 5(c) or Section 6(d), extend at any time the period in which Stock Options or Stock Appreciation Right,
respectively, may be exercised; and
(viii) at any time to adopt, alter and repeal
such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable;
to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations
it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise
supervise the administration of the Plan.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 5 of 19
All decisions and interpretations of the Administrator shall be binding
on all persons, including the Company and Plan grantees.
(c) Delegation of Authority to Grant
Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to a committee consisting of one or more
officers of the Company, including the Chief Executive Officer of the Company, all or part of the Administrator’s authority
and duties with respect to the granting of Awards to individuals who are (i) not subject to the reporting and other provisions
of Section 16 of the Exchange Act and (ii) not members of the delegated committee. Any such delegation by the
Administrator shall include a limitation as to the amount of Stock underlying Awards that may be granted during the period of the
delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator
may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the
Administrator’s delegate or delegates that were consistent with the terms of the Plan.
(d) Award Certificate. Awards under the
Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which may include,
without limitation, the term of an Award and the provisions applicable in the event employment or service terminates.
(e) Indemnification. Neither the Board
nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the administration of the Plan, and the members of the Board and
the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in
respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting
therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and
officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between
such individual and the Company.
(f) Foreign Award Recipients.
Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company
and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion,
shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which
individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any
Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and
modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary
or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such
subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any
action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or
comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take
any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States
securities law, the Code, or any other applicable United States governing statute or law.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 6 of 19
SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
(a) Stock Issuable. The maximum number of shares of Stock
reserved and available for issuance under the Plan shall be 24,050,679 shares (the “Initial Limit”), subject to
adjustment as provided in this Section 3, plus on January 1, 2021 and each January 1 thereafter, the number of shares
of Stock reserved and available for issuance under the Plan shall be cumulatively increased by four percent (4%) of the number of
shares of Stock issued and outstanding on the immediately preceding December 31 or such lesser amount as determined by the
Board (the “Annual Increase”). Subject to such overall limitation, the maximum aggregate number of shares of
Stock that may be issued in the form of Incentive Stock Options shall not exceed the Initial Limit cumulatively increased on
January 1, 2021 and on each January 1 thereafter by the lesser of the Annual Increase for such year or 12,737,876 shares
of Stock, subject in all cases to adjustment as provided in this Section 3. For purposes of this limitation, the shares of
Stock underlying any awards under the Plan and under the Prior Plans that are forfeited, canceled, held back upon exercise of an
Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting,
satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock
available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations
promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options. The shares available for issuance under
the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company. Awards that may be settled
solely in cash shall not be counted against the share reserve, nor shall they reduce the shares of Stock authorized for grant to any
grantee in any calendar year.
(b) Changes in Stock. Subject to
Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are
increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional
shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such
shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the
assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any
successor entity (or a parent or subsidiary thereof), the Administrator, in its sole discretion, shall make an appropriate or
proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number
of shares that may be issued in the form of Incentive Stock Options, (ii) the number and kind of shares or other securities
subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if any, per share subject to each
outstanding Restricted Stock Award, and (iv) the exercise price for each share subject to any then outstanding Stock Options
and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by
the number of shares subject to Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation
Rights remain exercisable. The Administrator may also make equitable or proportionate adjustments in the number of shares subject to
outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other
than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding
and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the
Administrator in its discretion may make a cash payment in lieu of fractional shares.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 7 of 19
(c) Mergers and Other Transactions. In the case of and
subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore
granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with
appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall
agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, upon
the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In such case, except as
may be otherwise provided in the relevant Award Certificate, all Options and Stock Appreciation Rights with time-based vesting
conditions or restrictions that are not vested and/or exercisable immediately prior to the effective time of the Sale Event shall
become fully vested and exercisable as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions
or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards with
conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with
a Sale Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate. In the event of
such termination, the Administrator shall have the option (in its sole discretion) to effect either of the following alternatives,
which may vary among individual holders and which may vary among Awards held by any individual holder: (i) make or provide for
a payment, in cash or in kind, to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation
thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to
outstanding Options and Stock Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and
(B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights (provided that, in the case of
an Option or Stock Appreciation Right with an exercise price equal to or greater than the Sale Price, such Option or Stock
Appreciation Right shall be cancelled for no consideration); or (ii) permit a grantee to exercise all or any portion of such
grantee’s outstanding Options and Stock Appreciation Rights (to the extent then exercisable), for a limited period of time on
or before a date prior to the consummation of the Sale Event as specified by the Administrator, after which specified date all
unexercised Awards and all rights of holders thereunder shall terminate. The Administrator shall also have the option (in its sole
discretion) to make or provide for a payment, in cash or in kind, to the grantees holding Awards other than Options and Stock
Appreciation Rights, in an amount equal to the Sale Price multiplied by the number of vested shares of Stock under such Awards.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 8 of 19
(d) Maximum Awards to Non-Employee Directors. The
aggregate amount of compensation, including both Awards granted under this Plan and cash compensation, paid to any Non-Employee
Director in a calendar year period shall not exceed $750,000; provided, however, that such amount shall be $1,000,000 for the
calendar year in which the applicable Non-Employee Director is initially appointed to the Board. For the purpose of this limitation,
the amount of any Award paid in a calendar year shall be its grant date fair value, as determined in accordance with ASC 718 or
successor provision but excluding the impact of estimated forfeitures related to service-based vesting provisions.
SECTION 4. ELIGIBILITY
Grantees under the Plan will be such employees, Non-Employee Directors
or Consultants of the Company and its Affiliates as are selected from time to time by the Administrator in its sole discretion; provided
that Awards may not be granted to employees, Directors or Consultants who are providing services only to any “parent” of the
Company, as such term is defined in Rule 405 of the Act, unless (i) the stock underlying the Awards is treated as “service
recipient stock” under Section 409A or (ii) the Company has determined that such Awards are exempt from or otherwise comply
with Section 409A.
SECTION 5. STOCK OPTIONS
(a) Award of Stock Options. The Administrator may grant
Stock Options under the Plan. Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to
time approve.
Stock Options granted under the Plan may be either Incentive Stock
Options or Non- Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that
is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does
not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.
Stock Options granted pursuant to this Section 5 shall be subject
to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan,
as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be granted in lieu of cash compensation
at the optionee’s election, subject to such terms and conditions as the Administrator may establish.
(b) Exercise Price. The exercise price
per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Administrator
at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the case of an
Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price of such Incentive Stock Option shall be not less
than 110 percent of the Fair Market Value on the grant date.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 9 of 19
(c) Option Term. The term of each Stock Option shall be
fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the date the Stock Option is granted.
In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than
five years from the date of grant.
(d) Exercisability; Rights of a Stockholder. Stock Options
shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at or
after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion of any Stock Option. An
optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.
(e) Method of Exercise. Stock Options may be exercised in
whole or in part, by giving written or electronic notice of exercise to the Company, specifying the number of shares to be
purchased. Payment of the purchase price may be made by one or more of the following methods except to the extent otherwise provided
in the Award Certificate:
(i) In cash, by certified or bank check or other instrument
acceptable to the Administrator;
(ii) Through the delivery (or attestation to the ownership
following such procedures as the Company may prescribe) of shares of Stock that are not then subject to restrictions under any
Company plan, with such surrendered shares to be valued at Fair Market Value on the exercise date;
(iii) By the optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase
price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and
other agreements as the Company shall prescribe as a condition of such payment procedure; or
(iv) To the extent permitted by the Administrator and set forth
in an Award Certificate, with respect to Stock Options that are not Incentive Stock Options, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole
number of shares with a Fair Market Value that does not exceed the aggregate exercise price.
Payment instruments will be received subject to collection. The
transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to
the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance
with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other
requirements contained in the Award Certificate or applicable provisions of laws (including the satisfaction of any withholding
taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase
price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred
to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes,
for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet
website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated
system.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 10 of 19
(f) Annual Limit on Incentive Stock Options. To the extent
required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value
(determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan
and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by an optionee
during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a
Non-Qualified Stock Option.
SECTION 6. STOCK APPRECIATION RIGHTS
(a) Award of Stock Appreciation Rights. The Administrator
may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is an Award entitling the recipient to receive shares
of Stock (or cash, to the extent explicitly provided for in the applicable Award Certificate) having a value equal to the excess of
the Fair Market Value of a share of Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied
by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.
(b) Exercise Price of Stock Appreciation Rights. The
exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair Market Value of the Stock on the date of
grant.
(c) Grant and Exercise of Stock Appreciation
Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted pursuant to
Section 5 of the Plan.
(d) Terms and Conditions of Stock Appreciation Rights.
Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined on the date of grant by the
Administrator. The term of a Stock Appreciation Right may not exceed ten years. The terms and conditions of each such Award shall be
determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.
SECTION 7. RESTRICTED STOCK AWARDS
(a) Nature of Restricted Stock Awards. The Administrator
may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is any Award of Restricted Shares subject to such
restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on continuing
employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 11 of 19
(b) Rights as a Stockholder. Upon the grant of the
Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder with respect
to the voting of the Restricted Shares and receipt of dividends; provided that any dividends paid by the Company shall accrue and
shall not be paid to the grantee until the lapse of restrictions on such Restricted Shares, and such dividends shall expire or be
forfeited or annulled under the same conditions as the Restricted Shares. Unless the Administrator shall otherwise determine,
(i) uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to
the effect that they are subject to forfeiture until such Restricted Shares are vested as provided in Section 7(d) below,
and (ii) certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested
as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the
Company such instruments of transfer as the Administrator may prescribe.
(c) Restrictions. Restricted Shares may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted
Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to
Section 16 below, in writing after the Award is issued, if a grantee’s employment (or other Service Relationship) with
the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination
shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be
deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s
legal representative simultaneously with such termination of employment (or other Service Relationship), and thereafter shall cease
to represent any ownership of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed
reacquisition of Restricted Shares that are represented by physical certificates, a grantee shall surrender such certificates to the
Company upon request without consideration.
(d) Vesting of Restricted Shares. The Administrator at the
time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other
conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase or forfeiture shall
lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed
“vested.”
SECTION 8. RESTRICTED STOCK UNITS
(a) Nature of Restricted Stock Units. The Administrator
may grant Restricted Stock Units under the Plan. The vesting conditions or other restrictions associated with the Restricted Stock
Unit may be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals
and objectives. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions
may differ among individual Awards and grantees. Except in the case of Restricted Stock Units with a deferred settlement date that
complies with Section 409A, at the end of the vesting period, the Restricted Stock Units, to the extent vested, shall be
settled in the form of shares of Stock (or cash, to the extent explicitly provided for in the Award Certificate). Restricted Stock
Units with deferred settlement dates may be subject to Section 409A and shall contain such additional terms and conditions as
the Administrator shall determine in its sole discretion in order to comply with the requirements of Section 409A.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 12 of 19
(b) Election to Receive Restricted Stock Units in Lieu of
Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future cash
compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any such election shall be made in
writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with
Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that
the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock
on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein.
The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose
such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are
elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.
(c) Rights as a Stockholder. A grantee shall have the
rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement of Restricted Stock Units; provided, however,
that the grantee may be credited with Dividend Equivalent Rights with respect to the stock units underlying his Restricted Stock
Units, subject to the provisions of Section 11 and such terms and conditions as the Administrator may determine.
(d) Termination. Except as may otherwise be provided by
the Administrator either in the Award Certificate or, subject to Section 16 below, in writing after the Award is issued, a
grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s
termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.
SECTION 9. UNRESTRICTED STOCK AWARDS
Grant or Sale of Unrestricted Stock. The Administrator may grant
(or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Stock Award under the Plan. An Unrestricted
Stock Award is an Award pursuant to which the grantee may receive shares of Stock free of any restrictions under the Plan. Unrestricted
Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 13 of 19
SECTION 10. CASH-BASED AWARDS
Grant of Cash-Based Awards. The Administrator may grant Cash-Based
Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in cash upon the attainment of specified
performance goals. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based
Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator
shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the
Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be
made in cash.
SECTION 11. DIVIDEND EQUIVALENT RIGHTS
(a) Dividend Equivalent Rights. The Administrator may
grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the grantee to receive credits
based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other Award
to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder to any
grantee as a component of an award of Restricted Stock Units or as a freestanding award. In no event shall any Dividend Equivalent
Right be granted to an optionee as a component of a Stock Option. The terms and conditions of Dividend Equivalent Rights shall be
specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently
or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any such
reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend
reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a
combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of
Restricted Stock Units shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or
lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under
the same conditions as such other Award.
(b) Termination. Except as may otherwise be provided by
the Administrator either in the Award Certificate or, subject to Section 16 below, in writing after the Award is issued, a
grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s termination of
employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.
SECTION 12. TRANSFERABILITY OF AWARDS
(a) Transferability. Except as provided in
Section 12(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee, or by
the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold,
assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and
distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution,
or levy of any kind, and any purported transfer in violation hereof shall be null and void.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 14 of 19
(b) Administrator Action. Notwithstanding
Section 12(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award or by
subsequent written approval that the grantee (who is an employee or director) may transfer his or her Non- Qualified Stock Options
to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family
members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and
conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.
(c) Family Member. For purposes of Section 12(b),
“family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in
which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons (or
the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent
of the voting interests.
(d) Designation of Beneficiary. To the
extent permitted by the Company, each grantee to whom an Award has been made under the Plan may designate a beneficiary or
beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such
designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the
Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the
grantee, the beneficiary shall be the grantee’s estate.
SECTION 13. TAX WITHHOLDING
(a) Payment by Grantee. Each grantee shall, no later than
the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the
gross income of the grantee for Federal or non-U.S. income tax purposes, pay to the Company, or make arrangements satisfactory to
the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company
with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book
entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the
grantee.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 15 of 19
(b) Payment in Stock. The Administrator may require the
Company’s tax withholding obligation to be satisfied, in whole or in part, by the Company withholding from shares of Stock to
be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the withholding amount due; provided, however, that the amount withheld does not exceed the maximum statutory tax
rate or such lesser amount as is necessary to avoid liability accounting treatment. For purposes of share withholding, the Fair
Market Value of withheld shares shall be determined in the same manner as the value of Stock includible in income of the grantees.
The Administrator may also require the Company’s tax withholding obligation to be satisfied, in whole or in part, by an
arrangement whereby a certain number of shares of Stock issued pursuant to any Award are immediately sold and proceeds from such
sale are remitted to the Company in an amount that would satisfy the withholding amount due.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 16 of 19
SECTION 14. SECTION 409A AWARDS
Awards are intended to be exempt from Section 409A to the greatest
extent possible and to otherwise comply with Section 409A. The Plan and all Awards shall be interpreted in accordance with such intent.
To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A
(a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator
from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation
from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within
the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and
one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is
necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A.
Further, the settlement of any 409A Award may not be accelerated except to the extent permitted by Section 409A.
SECTION 15. TERMINATION OF SERVICE RELATIONSHIP, TRANSFER,
LEAVE OF ABSENCE, ETC.
(a) Termination of Service Relationship. If the
grantee’s Service Relationship is with an Affiliate and such Affiliate ceases to be an Affiliate, the grantee shall be deemed
to have terminated his or her Service Relationship for purposes of the Plan.
(b) For purposes of the Plan, the following events shall not be
deemed a termination of a Service Relationship:
(i) a transfer to the employment of the Company from an Affiliate
or from the Company to an Affiliate, or from one Affiliate to another;
(ii) an approved leave of absence for military service or
sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a
statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so
provides in writing;
(iii) an employee becoming a Consultant or a Non-Employee
Director upon the termination of such employee’s employment, unless otherwise determined by the Administrator, in its sole
discretion; or
(iv) a Consultant or a Non-Employee Director becoming an
employee. SECTION
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 17 of 19
SECTION 16. AMENDMENTS AND TERMINATION
The Board may, at any time, amend or discontinue the Plan and the
Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other
lawful purpose, but no such action shall materially and adversely affect rights under any outstanding Award without the
holder’s consent. The Administrator is specifically authorized to exercise its discretion to reduce the exercise price of
outstanding Stock Options or Stock Appreciation Rights or effect the repricing of such Awards through cancellation and re-grants. To
the extent required under the rules of any securities exchange or market system on which the Stock is listed, to the extent
determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under the Plan are
qualified under Section 422 of the Code, Plan amendments shall be subject to approval by Company stockholders. Nothing in this
Section 16 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(b) or
3(c).
SECTION 17. STATUS OF PLAN
With respect to the portion of any Award that has not been exercised
and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater than those of
a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards.
In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations
to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is
consistent with the foregoing sentence.
SECTION 18. GENERAL PROVISIONS
(a) No Distribution. The Administrator may require each
person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the
shares without a view to distribution thereof.
(b) Issuance of Stock. To the extent certificated, stock
certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of
the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last
known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock
transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail,
addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the
issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the
contrary, the Company shall not be required to issue or deliver any evidence of book entry or certificates evidencing shares of
Stock pursuant to the exercise or settlement of any Award, unless and until the Administrator has determined, with advice of counsel
(to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery is in compliance with all
applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of
Stock are listed, quoted or traded. Any Stock issued pursuant to the Plan shall be subject to any stop-transfer orders and other
restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or
other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends on
any Stock certificate or notations on any book entry to reference restrictions applicable to the Stock. In addition to the terms and
conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and
representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws,
regulations, or requirements. The Administrator shall have the right to require any individual to comply with any timing or other
restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the
discretion of the Administrator.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 18 of 19
(c) Stockholder Rights. Until Stock is deemed delivered in
accordance with Section 18(b), no right to vote or receive dividends or any other rights of a stockholder will exist with
respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or any other
action by the grantee with respect to an Award.
(d) Other Compensation Arrangements; No Employment Rights.
Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including
trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and
the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.
(e) Trading Policy Restrictions. Option exercises and
other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time
to time.
(f) Clawback Policy. Awards under the Plan shall be
subject to the Company’s clawback policy, as in effect from time to time.
SECTION 19. STATUS UNDER ERISA
The Plan shall not constitute an “employee benefit plan”
for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.
SECTION 20. EFFECTIVE DATE OF PLAN
This Plan shall become effective upon the date immediately preceding
the Closing Date subject to prior stockholder approval in accordance with applicable state law, the Company’s bylaws and articles
of incorporation, and applicable stock exchange rules. No grants of Stock Options and other Awards may be made hereunder after the tenth
anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date
the Plan is approved by the Board.
SECTION 21. GOVERNING LAW
This Plan and all Awards and actions taken thereunder shall be governed
by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles.
Cerevel Therapeutics Holdings, Inc.
2020 Equity Incentive Plan
Page 19 of 19
DATE APPROVED BY BOARD OF DIRECTORS: July 28, 2020
DATE APPROVED BY STOCKHOLDERS: October 26, 2020
Exhibit 5.1
![](https://www.sec.gov/Archives/edgar/data/1551152/000110465924089617/tm2420586d1_ex5-1img001.jpg) |
|
|
|
|
601
Lexington Avenue
New York, NY
10022
United States
+1 212 446 4800
www.kirkland.com |
Facsimile:
+1 212 446 4900
|
August 14,
2024
AbbVie Inc.
1 North Waukegan
Road
North
Chicago, Illinois 60064
|
Re: |
AbbVie
Inc.
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We are issuing this opinion letter in
our capacity as special counsel to AbbVie Inc., a Delaware corporation (the “Company”), in connection with the preparation
and filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”),
relating to 339,400 shares of common stock of the Company, par value $0.01 per share (the “Plan Shares”), that may
be issued pursuant to awards outstanding under the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan (the “Cerevel
Plan”), which were assumed by the Company pursuant to that certain Agreement and Plan of Merger, dated December 6, 2023,
by and among the Company, Cerevel Therapeutics Holdings, Inc., Symphony Harlan Merger Sub Inc. and Symphony Harlan LLC.
For purposes of this opinion, we have
examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments
as we have deemed necessary for the purposes of this opinion, including (i) the Amended and Restated Certificate of Incorporation
of the Company, as amended through the date hereof, (ii) the Second Amended and Restated By-laws of the Company, as amended through
the date hereof, (iii) minutes and records of the corporate proceedings of the Company, (iv) the Cerevel Plan and (v) the
Registration Statement and the exhibits thereto.
For purposes of this opinion, we have
assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to
us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity
of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered,
the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and
delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts
relevant to the opinion expressed herein, but have relied upon statements and representations of officers and other representatives of
the Company.
Based upon and subject to the foregoing
qualifications, assumptions and limitations and the further limitations set forth below, and having regard for such legal considerations
as we have deemed relevant, we advise you that, when and to the extent issued pursuant to and in accordance with the Cerevel Plan, the
Plan Shares will be validly issued, fully paid and non-assessable.
We did not find it necessary for the
purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky”
laws of the various states. We undertake no responsibility to update or supplement this opinion in response to changes in law or future
events or other circumstances. The opinion expressed herein concerns only the effect of the law (excluding the principles of conflicts
of law) of the Delaware General Corporation Law, in each case as currently in effect.
Austin
Bay Area Beijing Boston Brussels Chicago Dallas
Hong Kong Houston London Los Angeles Miami Munich
Paris Riyadh Salt Lake City Shanghai Washington, D.C.
![](https://www.sec.gov/Archives/edgar/data/1551152/000110465924089617/tm2420586d1_ex5-1img002.jpg) |
|
AbbVie
Inc.
August 14, 2024
Page 2 |
|
This opinion is being furnished in accordance
with the requirements of Item 601 of Regulation S-K promulgated under the Act, and no opinion is expressed herein as to any matter pertaining
to the contents of the Registration Statement, other than as to the specific issues addressed herein, and no opinion may be inferred
or implied beyond that expressly stated herein.
This opinion is rendered solely for
your benefit and may not be used, circulated, quoted relied upon or otherwise referred to by any other person for any other purpose without
our prior written consent.
We have relied as to certain matters
on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.
We hereby consent to the filing of this
opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
|
Sincerely, |
|
|
|
/s/ Kirkland &
Ellis LLP |
|
|
|
KIRKLAND &
ELLIS LLP |
Exhibit 23.2
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan of our reports dated February 20,
2024, with respect to the consolidated financial statements of AbbVie Inc. and subsidiaries and the effectiveness of internal control
over financial reporting of AbbVie Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31,
2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
|
Chicago, IL |
|
August 14, 2024 |
|
S-8
S-8
EX-FILING FEES
0001551152
AbbVie Inc.
Fees to be Paid
0001551152
2024-08-14
2024-08-14
0001551152
1
2024-08-14
2024-08-14
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
|
S-8
|
AbbVie Inc.
|
Table 1: Newly Registered Securities
|
|
Security Type
|
Security Class Title
|
Fee Calculation Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
1
|
Equity
|
Common stock, par value $0.01 per share
|
Other
|
339,400
|
$
188.82
|
$
64,085,508.00
|
0.0001476
|
$
9,459.02
|
Total Offering Amounts:
|
|
$
64,085,508.00
|
|
$
9,459.02
|
Total Fee Offsets:
|
|
|
|
$
0.00
|
Net Fee Due:
|
|
|
|
$
9,459.02
|
1
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement on Form S-8 shall also cover an indeterminate number of additional shares of common stock, par value $0.01 per share ("Common Stock"), of AbbVie Inc., a Delaware corporation (the "Registrant"), which may become issuable by reason of any stock split, stock dividend, recapitalization or other similar transaction effected without consideration which results in the increase in the number of outstanding shares of Common Stock.
Proposed maximum offering price per unit estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per unit and maximum aggregate offering price are based on the reported average of the high and low prices of Common Stock as reported on the New York Stock Exchange on August 8, 2024 (rounded up to the nearest cent).
|
|
|
v3.24.2.u1
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_FeeExhibitTp |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:feeExhibitTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_SubmissionLineItems |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_SubmissnTp |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Offerings - Offering: 1
|
Aug. 14, 2024
USD ($)
shares
|
Offering: |
|
Fee Previously Paid |
false
|
Other Rule |
true
|
Security Type |
Equity
|
Security Class Title |
Common stock, par value $0.01 per share
|
Amount Registered | shares |
339,400
|
Proposed Maximum Offering Price per Unit |
188.82
|
Maximum Aggregate Offering Price |
$ 64,085,508.00
|
Fee Rate |
0.01476%
|
Amount of Registration Fee |
$ 9,459.02
|
Offering Note |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement on Form S-8 shall also cover an indeterminate number of additional shares of common stock, par value $0.01 per share ("Common Stock"), of AbbVie Inc., a Delaware corporation (the "Registrant"), which may become issuable by reason of any stock split, stock dividend, recapitalization or other similar transaction effected without consideration which results in the increase in the number of outstanding shares of Common Stock.
Proposed maximum offering price per unit estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per unit and maximum aggregate offering price are based on the reported average of the high and low prices of Common Stock as reported on the New York Stock Exchange on August 8, 2024 (rounded up to the nearest cent).
|
X |
- DefinitionThe amount of securities being registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_AmtSctiesRegd |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:nonNegativeDecimal2ItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTotal amount of registration fee (amount due after offsets).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_FeeAmt |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:nonNegative1TMonetary2ItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe rate per dollar of fees that public companies and other issuers pay to register their securities with the Commission.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_FeeRate |
Namespace Prefix: |
ffd_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCheckbox indicating whether filer is using a rule other than 457(a), 457(o), or 457(f) to calculate the registration fee due.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_FeesOthrRuleFlg |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe maximum aggregate offering price for the offering that is being registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_MaxAggtOfferingPric |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:nonNegative100TMonetary2ItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe maximum offering price per share/unit being registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_MaxOfferingPricPerScty |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:nonNegativeDecimal4lItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_OfferingNote |
Namespace Prefix: |
ffd_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe title of the class of securities being registered (for each class being registered).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_OfferingSctyTitl |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionType of securities: "Asset-backed Securities", "ADRs/ADSs", "Debt", "Debt Convertible into Equity", "Equity", "Face Amount Certificates", "Limited Partnership Interests", "Mortgage Backed Securities", "Non-Convertible Debt", "Unallocated (Universal) Shelf", "Exchange Traded Vehicle Securities", "Other"
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_OfferingSctyTp |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:securityTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_OfferingTable |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ffd_PrevslyPdFlg |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
ffd_OfferingAxis=1 |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2.u1
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_FeesSummaryLineItems |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_NetFeeAmt |
Namespace Prefix: |
ffd_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_TtlFeeAmt |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:nonNegative1TMonetary2ItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_TtlOfferingAmt |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:nonNegative1TMonetary2ItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230
+ Details
Name: |
ffd_TtlOffsetAmt |
Namespace Prefix: |
ffd_ |
Data Type: |
ffd:nonNegative1TMonetary2ItemType |
Balance Type: |
na |
Period Type: |
duration |
|
AbbVie (NYSE:ABBV)
Historical Stock Chart
Von Jul 2024 bis Aug 2024
AbbVie (NYSE:ABBV)
Historical Stock Chart
Von Aug 2023 bis Aug 2024