IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

LORI RAVENSCROFT GEARE and 

ROBERT J. CASEY, II, Derivatively for the 

Benefit of HOSPIRA, INC.,

Plaintiffs,

v.

CHRISTOPHER B. BEGLEY, F. MICHAEL 

BALL, THOMAS E. WERNER, IRVING W. 

BAILEY, II, JACQUE J. SOKOLOV, 

BARBARA L. BOWLES, ROGER W. HALE, 

JOHN C. STALEY, CONNIE R. CURRAN, 

HEINO VON PRONDZYNSKI, MARK F. 

WHEELER, TERRENCE C. KEARNEY, 

RONALD A. MATRICARIA, and BRIAN J. 

SMITH,

 Defendants,

–and–

HOSPIRA, INC., a Delaware corporation,

Nominal Defendant.

Case No. 11-cv-09074 (JJT)

STIPULATION OF SETTLEMENT

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This Stipulation of Settlement ("Stipulation")

1

of the above-captioned action (the "Illinois 

Action") and International Union of Operating Engineers Pension Plan of Eastern Pennsylvania 

and Delaware v. Begley, C.A. No. 9926-VCP, pending in the Court of Chancery of the State of 

Delaware (the "Delaware Action"), is entered into by: (a) Lori Ravenscroft Geare and Robert J. 

Casey, II ("Illinois Plaintiffs") and the International Union of Operating Engineers Pension Plan 

of Eastern Pennsylvania and Delaware ("Delaware Plaintiff") (collectively, "Plaintiffs"); (b) 

nominal defendant Hospira, Inc. ("Hospira" or the "Company"); and (c) Christopher B. Begley, 

F. Michael Ball, Thomas E. Werner, Irving W. Bailey, II, Jacque J. Sokolov, Barbara L. Bowles, 

Roger W. Hale, John C. Staley, Connie R. Curran, Heino von Prondzynski, Mark F. Wheeler, 

Terrence C. Kearney, Ronald A. Matricaria, and Brian J. Smith (collectively, the "Individual 

Defendants," and collectively with Hospira, the "Defendants").2 This Stipulation is intended by 

the Parties to fully, finally, and forever compromise, resolve, discharge, and settle the Released 

Claims, subject to the approval of the U.S. District Court for the Northern District of Illinois (the 

"Court").

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by the Parties 

that, subject to Court approval, in consideration of the benefits flowing to the Parties from the 

Settlement, the Actions shall be finally and fully compromised, settled, and dismissed with 

prejudice, subject to the terms and conditions set forth below:

1. DEFINITIONS

As used in this Stipulation, the following terms have the meanings specified 

below:

 

1 All capitalized terms are defined in section 1 herein, unless immediately defined.

2 Defendants, collectively with Plaintiffs, shall be referred to as the "Parties."

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1.1 "Actions" means the consolidated derivative action captioned, 

Casey v. Begley, Case No. 11-cv-09074 (JJT), pending in the U.S. District Court for the Northern 

District of Illinois, and the verified shareholder derivative action captioned, International Union 

of Operating Engineers Pension Plan of Eastern Pennsylvania and Delaware v. Begley, C.A. 

No. 9926-VCP, pending in the Court of Chancery of the State of Delaware.

1.2 "Court" means the U.S. District Court for the Northern District of 

Illinois.

1.3 "Effective Date" means the first date on which all of the events and 

conditions specified in paragraph 6.1 herein have occurred.

1.4 "Final" means when the last of the following (with respect to the 

Judgment approving the Settlement, attached hereto as Exhibit D), shall occur: (i) the time to file 

a motion to alter or amend the Judgment under Federal Rule of Civil Procedure 59(e) has passed 

without any such motion having been filed; (ii) the expiration of the time in which to appeal the 

Judgment has passed without any appeal having been taken; and (iii) if a motion to alter or 

amend is filed or if an appeal is taken, the determination of that motion or appeal in such a 

manner as to permit the Judgment to remain in force in the form of Exhibit D attached hereto, or 

as modified by agreement of the Parties and entered by the Court at the time of the Settlement 

Hearing. For purposes of this paragraph, an "appeal" shall include any petition for a writ of 

certiorari or other writ that may be filed in connection with approval of this Settlement, but shall 

not include any appeal that concerns only the issue of attorneys' fees and expenses or the 

Incentive Award Amount.

1.5 "Hospira Shareholder(s)" means, for purposes of this Stipulation, 

any Person who owned Hospira common stock as of November 3, 2014, the execution date of 

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this Stipulation and who continues to hold Hospira common stock as of the date the Judgment is 

entered, excluding the Individual Defendants, members of their immediate families, and their 

legal representatives, heirs, successors, or assigns, and any entity in which Individual Defendants 

have or had a controlling interest.

1.6 "Judgment" means the Final Order and Judgment entered by the 

Court in a form of the Proposed Final Order and Judgment attached hereto as Exhibit D or as 

modified by agreement of the Parties and entered by the Court.

1.7 "Person" means an individual, business, or legal entity, including 

any corporation, limited liability corporation, professional corporation, limited liability 

partnership, partnership, limited partnership, association, joint stock company, estate, legal 

representative, trust, unincorporated association, government, or any political subdivision or 

agency thereof, and their spouses, heirs, predecessors, successors, representatives, or assignees.

1.8 "Plaintiffs' Counsel" means: (a) Robbins Arroyo LLP and the 

Paskowitz Law Firm, P.C., as Co-Lead Counsel in the Illinois Action; (b) Lasky & Rifkind, Ltd. 

and the Law Offices of Edward T. Joyce & Associates, P.C., as Co-Liaison Counsel in the 

Illinois Action; (c) the Grant Law Firm, PLLC, Roy Jacobs & Associates, and the Law Office of 

Alfred G. Yates, Jr., P.C., as additional counsel in the Illinois Action; and (d) Schubert Jonckheer 

& Kolbe LLP, Shepherd Finkleman Miller & Shah LLP, and Rosenthal, Monhait & Goddess, 

P.A., as counsel in the Delaware Action.

1.9 "Preliminary Approval Order" means an order entered by the Court 

substantially in the form attached hereto as Exhibit B.

1.10 "Released Claims" means any and all claims, demands, rights, 

remedies, or causes of action, whether based on federal, state, local, statutory, common, or 

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foreign law or any other law, rule, regulation, or principle of equity, whether known or unknown, 

including, without limitation, Unknown Claims, whether suspected or unsuspected, whether 

contingent or non-contingent, whether accrued or unaccrued, whether or not concealed or 

hidden, whether factual or legal, and for any remedy, whether at equity or law, that were, could 

have been, or might have been asserted from the beginning of time through the date of entry of 

the Final Order and Judgment, by Hospira or any Hospira Shareholder in the Actions, any 

shareholder demand, or in any other forum derivatively on behalf of Hospira, against the 

Released Parties or any other individual named or unnamed, in connection with, arising out of, 

related to, based upon, in whole or in part, directly or indirectly, any action or omission or failure 

to act relating to any of the matters, facts, or events set forth, referenced, or alleged in any 

pleading or other document filed in the Action; provided, however, that nothing herein shall in 

any way impair or restrict the rights of any Party to enforce the terms of the Stipulation. 

1.11 "Released Parties" means Defendants, including each and all 

individuals named or who could have been named in the Actions, and each and all members of 

their families, parent entities, affiliates, and subsidiaries and each and all of their respective past 

or present officers, directors, employees, agents, attorneys, accountants, auditors, insurers, heirs, 

executors, estates, administrators, predecessors, successors, assigns, and representatives, as well 

as any entity in which they have a controlling interest or any trust of which they are the settlor or 

which is for the benefit of them and/or member(s) of their family. 

1.12 "Releasing Parties" means the Plaintiffs (individually, and 

derivatively on behalf of Hospira), Hospira, every Hospira Shareholder, and each and all 

members of their families, heirs, administrators, predecessors, successors, parent entities, 

subsidiaries, affiliates, custodians, agents, representatives, executors, assigns, estates, trusts, 

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trustees, trust beneficiaries, and all Persons acting in concert with any of the aforementioned 

Persons.

1.13 "Settlement" means the agreement made and entered into by and 

among the Parties and set forth in this Stipulation.

1.14 "Settlement Hearing" means the hearing that the Parties will 

request the Court hold after dissemination of the settlement notice in order to consider and

determine, among other things, whether the Settlement should be approved, whether Judgment 

should be entered dismissing the Illinois Action with prejudice, and whether to approve the 

proposed Fee and Expense Amount and Incentive Award.

1.15 "Unknown Claims" means any Released Claims that any Plaintiff 

(individually, and derivatively on behalf of Hospira), Hospira, or any Hospira Shareholder does 

not know or suspect to exist in his, her, or its favor at the time of the release of the Released 

Parties that, if known by him, her, or it, might have affected his, her, or its settlement with, and 

release of, the Released Parties, or might have affected his, her, or its decision not to object to 

this Settlement, including claims based on the discovery of facts in addition to or different from 

those which he, she, or it now knows or believes to be true with respect to the Released Claims. 

The Parties further agree that the Released Claims constitute an express waiver of all rights and 

protections afforded by California Civil Code section 1542 and all similar federal, state, or 

foreign laws, rights, rules, or legal principles. Section 1542 states:

A general release does not extend to claims which the creditor 

does not know or suspect to exist in his favor at the time of 

executing the release, which if known by him must have 

materially affected his settlement with the debtor.

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Plaintiffs, Hospira, and every Hospira Shareholder shall be deemed by operation of the Judgment 

to have acknowledged that the release of Unknown Claims was separately bargained for and is a 

key element of the Settlement.

2. SETTLEMENT OF THE ACTIONS

2.1 Hospira shall, within thirty (30) calendar days after entry of the 

Judgment by the Court, formally express and/or implement and maintain in substance the 

corporate governance reforms, additions, amendments, or formalizations identified in Exhibit A, 

section II attached hereto, for a period of no less than three (3) years.

2.2 Defendants acknowledge and agree that the corporate governance 

reforms, additions, amendments, or formalizations identified in Exhibit A attached hereto confer 

material benefits upon Hospira. Defendants also acknowledge that the prosecution of the Action 

was a meaningful factor in the decision to adopt and/or implement the corporate governance

reforms set forth in Exhibit A, section I, and that the corporate governance reforms in Exhibit A, 

section II were agreed to through settlement negotiations and mediation.

2.3 Within three (3) business days after the Judgment approving the 

Settlement becomes Final, the Delaware Plaintiff shall apply to the Court of Chancery for the 

State of Delaware to dismiss the Delaware Action with prejudice, and shall take, and cause to 

take, all actions, and do, and cause to be done, all things reasonably necessary, proper, or 

advisable under applicable laws, regulations, and agreements to secure such dismissal.

3. PRELIMINARY APPROVAL AND NOTICE 

3.1 Promptly following the execution of this Stipulation, Plaintiffs'

Counsel shall submit this Stipulation, together with its exhibits, to the Court, and shall apply for 

entry of a Preliminary Approval Order, substantially in the form of Exhibit B hereto. 

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3.2 Notice to Hospira Shareholders shall consist of the Notice of 

Pendency and Proposed Settlement of Shareholder Derivative Actions ("Notice"), substantially 

in the form attached hereto as Exhibit C, and shall be provided to Hospira Shareholders as 

follows with all attendant costs borne by Hospira, except as provided by section 3.2(c) below:

(a) within ten (10) calendar days after the entry of the 

Preliminary Approval Order, Hospira shall furnish a Form 8-K to the U.S. Securities and 

Exchange Commission that includes the Notice and Stipulation;

(b) within ten (10) calendar days after the entry of the 

Preliminary Approval Order, Hospira shall post copies of the Notice and this Stipulation on its 

website; and

(c) within ten (10) calendar days after the entry of the 

Preliminary Approval Order, Plaintiffs' Counsel at Robbins Arroyo LLP and Schubert Jonckheer 

& Kolbe LLP shall post copies of the Notice and this Stipulation on their websites.

3.3 Prior to the Settlement Hearing, Hospira and Plaintiffs shall file 

with the Court declarations affirming that they disseminated the Notice as ordered in the 

Preliminary Approval Order.

3.4 The Parties believe the content and manner of the Notice 

constitutes adequate and reasonable notice to Hospira Shareholders pursuant to applicable law.

4. ATTORNEYS' FEES, REIMBURSEMENT OF LITIGATION 

EXPENSES, AND INCENTIVE AWARD AMOUNTS

4.1 In recognition of the material benefits conferred upon Hospira as a 

direct result of the prosecution and settlement of the Actions, and subject to Court approval, 

Defendants have agreed to cause Hospira or its insurance carriers to pay Illinois Plaintiffs'

Counsel attorneys' fees and expenses in an aggregate amount not to exceed $2.3 million, and 

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Delaware Plaintiff's Counsel attorneys' fees and expenses not to exceed $330,000 (together, the 

"Fee and Expense Amount"). Amounts awarded to counsel for the Illinois Action shall be paid 

in the manner directed by Illinois Co-Lead Counsel and amounts awarded to counsel in the 

Delaware Action shall be paid as directed by Schubert Jonckheer & Kolbe LLP, counsel in the 

Delaware Action.

4.2 The Fee and Expense Amount shall be paid in the amounts 

approved by the Court within ten (10) business days after the Judgment becomes Final. Except 

for the Fee and Expense Amount, each of the Parties shall bear his, her, or its own fees and costs, 

and Defendants shall have no obligations or liability with respect to the apportionment or 

distribution of any attorneys' fees or expenses approved by the Court. 

4.3 The Parties further stipulate that Plaintiffs' Counsel may apply to 

the Court for an incentive award of up to $3,000 for each of the Plaintiffs (the "Incentive Award 

Amount"), only to be paid upon Court approval, and to be paid from the Fee and Expense 

Amount, in recognition of Plaintiffs' participation and effort in the prosecution of the Actions. 

The failure of the Court to approve any requested Incentive Award Amount, in whole or in part, 

shall have no effect on the Settlement set forth in this Stipulation. 

5. RELEASES 

5.1 Upon the Effective Date, the Releasing Parties shall be deemed to 

have, and by operation of the Judgment shall have, fully, finally, and forever settled, released, 

discharged, extinguished, and dismissed with prejudice the Released Claims against the Released 

Parties; provided, however, that such release shall not affect any claims to enforce the terms of 

this Stipulation or the Settlement.

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5.2 Upon the Effective Date, each of the Released Parties shall be 

deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled, 

released, discharged, extinguished, and dismissed with prejudice all claims (including Unknown 

Claims) arising out of, relating to, or in connection with the institution, prosecution, assertion, 

settlement, or resolution of the Actions or the Released Claims against Plaintiffs and Plaintiffs'

Counsel; provided, however, that such release shall not affect any claims to enforce the terms of 

this Stipulation or the Settlement.

6. CONDITIONS OF SETTLEMENT; EFFECT OF DISAPPROVAL, 

CANCELLATION, OR TERMINATION

6.1 The Settlement shall be conditioned on the occurrence of all of the 

following events:

(a) Court approval of the Settlement;

(b) entry of the Judgment in the Illinois Action;

(c) payment to Plaintiffs' Counsel of the Fee and Expense 

Amount approved by the Court; 

(d) the Judgment becoming Final; and

(e) dismissal of the Delaware Action with prejudice.

6.2 If any of the conditions listed in paragraph 6.1 do not occur, this 

Stipulation and any Settlement documentation shall be null and void and of no force and effect, 

and the Parties shall be restored to their positions on the date immediately prior to the execution 

date of this Stipulation. In that event, this Stipulation shall not be deemed to constitute an 

admission of fact by any Party, and neither the existence of this Stipulation, nor its contents, 

shall be admissible in evidence or be referred to for any purposes in the Actions or in any 

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litigation or judicial proceeding. Further, all releases delivered in connection with the 

Stipulation shall be null and void.

7. MISCELLANEOUS PROVISIONS

7.1 The Parties: (i) acknowledge that it is their intent to consummate 

this Stipulation; and (ii) agree to cooperate to the extent reasonably necessary to effectuate and 

implement all terms and conditions of this Stipulation and to exercise their best efforts to 

accomplish the foregoing terms and conditions of this Stipulation.

7.2 Neither this Stipulation, nor any of its terms or provisions, nor the 

exhibits hereto, nor any document referred to herein, nor the Judgment, nor any action taken to 

carry out this Stipulation or the Settlement is, may be construed as, or may be used as, evidence 

of the validity of any claim or as an admission by or against the Parties of any fault, wrongdoing, 

or concession of liability whatsoever.

7.3 Neither this Stipulation, nor any of its terms or provisions, nor the 

exhibits hereto, nor any document referred to herein, nor the Judgment, nor any action taken to 

carry out this Stipulation or the Settlement shall be offered or received into evidence in any 

action or proceeding for any purpose whatsoever other than to enforce the provisions of this 

Stipulation, except that this Stipulation and the exhibits hereto may be filed as evidence of the 

Settlement to support a defense of res judicata, collateral estoppel, release, or other theory of 

claim or issue preclusion or similar defense.

7.4 The Parties intend this Settlement to be a final and complete 

resolution of all disputes among them with respect to the Actions. This Stipulation and its 

exhibits constitute the entire agreement among the Parties concerning the Settlement, and no 

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representations, warranties, or inducements have been made by any Party hereto concerning this 

Stipulation and its exhibits other than those contained and memorialized in such documents.

7.5 The Parties agree that the terms of this Settlement, including the 

amount of attorneys' fees and expenses, were negotiated at arm's-length in good faith by the 

Parties with the substantial assistance of a mediator, and that the Settlement was reached 

voluntarily after consultation with experienced legal counsel.

7.6 The Parties agree that, other than disclosures required by law or the 

Court, any public comments from the Parties or any of their representatives regarding this 

Settlement will not substantially deviate from the terms contained in the Notice or words to the 

effect that the Parties have reached a mutually agreeable resolution that will avoid protracted and 

expensive litigation, and that the Settlement is in the best interest of Hospira and its shareholders. 

None of the Parties shall make any public statement regarding the terms of this Stipulation or the 

Settlement contained herein that is critical of or disparages the Settlement or the conduct of the 

Parties.

7.7 The headings used in this Stipulation are used for the purpose of 

convenience only and are not meant to have legal effect.

7.8 All of the exhibits to this Stipulation are material and integral parts 

hereof and are fully incorporated herein by this reference.

7.9 This Stipulation may be amended or modified only by a written 

instrument signed by or on behalf of all Parties or their respective successors-in-interest.

7.10 This Stipulation may be executed in one or more counterparts, 

including by facsimile and PDF counterparts. All executed counterparts, including facsimile and 

PDF counterparts, shall be deemed to be one and the same instrument.

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7.11 This Stipulation shall be binding upon, and inure to the benefit of, 

the Parties and their respective successors, assigns, heirs, spouses, marital communities, 

executors, administrators, and legal representatives.

7.12 This Stipulation shall not be construed more strictly against one 

Party than another merely by virtue of the fact that it, or any part of it, may have been prepared 

by counsel for one of the Parties.

7.13 All Persons executing this Stipulation and any of the exhibits 

hereto, or any related settlement documents, warrant and represent that they have the full 

authority to do so and that they have the authority to take appropriate action required or 

permitted to be taken pursuant to the Stipulation to effectuate its terms.

7.14 The waiver by any Party of any breach of this Stipulation shall not 

be deemed or construed as a waiver of any other breach, whether prior or subsequent to, or 

contemporaneous with, the execution of this Stipulation.

7.15 The rights and obligations of the Parties shall be construed and 

enforced in accordance with, and governed by, the substantive laws of the State of Illinois 

without giving effect to that State's choice-of-law principles.

IN WITNESS WHEREOF, the Parties hereto have caused this Stipulation to be executed, 

by their duly authorized attorneys, dated as of November 3, 2014.

Dated: November 3, 2014 ROBBINS ARROYO LLP

By: /s/ George C. Aguilar

George C. Aguilar

Brian J. Robbins

Ashley R. Palmer

600 B Street, Suite 1900

San Diego, CA 92101

Telephone: (619) 525-3990

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Facsimile: (619) 525-3991

gaguilar@robbinsarroyo.com

brobbins@robbinsarroyo.com

apalmer@robbinsarroyo.com

Dated: November 3, 2014 THE PASKOWITZ LAW FIRM, P.C.

By: /s/ Laurence D. Paskowitz

Laurence D. Paskowitz 

208 East 51st Street, Suite 380

New York, NY 10022

Telephone: (212) 685-0969

Facsimile: (212) 685-2306

lpaskowitz@pasklaw.com

Co-Lead Counsel for Illinois Plaintiffs

-- and --

LASKY & RIFKIND, LTD.

Norman Rifkind

Leigh R. Lasky

Amelia S. Newton

351 West Hubbard Street, Suite 401

Chicago, IL 60654

Telephone: (312) 634-0057

Facsimile: (312) 634-0059

rifkind@laskyrifkind.com

lasky@laskyrifkind.com

newton@laskyrifkind.com

THE LAW OFFICES OF EDWARD T. 

 JOYCE & ASSOCIATES, P.C.

Edward T. Joyce

Rowena T. Parma

135 South LaSalle Street, Suite 2200

Chicago, IL 60603

Telephone: (312) 641-2600

Facsimile: (312) 641-0360

ejoyce@joycelaw.com

rparma@joycelaw.com

Co-Liaison Counsel for Illinois Plaintiffs

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Additional Counsel:

THE GRANT LAW FIRM, PLLC

Lynda J. Grant

521 Fifth Avenue, 17th Floor

New York, NY 10175

Telephone: (212) 292-4441

Facsimile: (212) 292-4442 

lgrant@grantfirm.com

ROY JACOBS & ASSOCIATES

Roy L. Jacobs 

317 Madison Avenue, 21st Floor 

New York, NY 10017

Telephone: (212) 867-1156

Facsimile: (212) 504-8343

jacobs@jacobsclasslaw.com

Additional Counsel for Plaintiff Lori 

Ravenscroft Geare

LAW OFFICE OF ALFRED 

 G. YATES, JR., P.C.

Alfred G. Yates, Jr.

519 Allegheny Building

429 Forbes Avenue

Pittsburgh, PA 15219

Telephone: (412) 391-5164

Facsimile: (412) 471-1033

yateslaw3@gmail.com

Additional Counsel for Plaintiff Robert J. 

Casey

Dated: November 3, 2014 SCHUBERT JONCKHEER & KOLBE LLP

By: /s/ Robert C. Schubert

Robert C. Schubert

Willem F. Jonckheer

Three Embarcadero Center, Suite 1650

San Francisco, CA 94111

Telephone: (415) 788-4220

Facsimile: (415) 788-0161

rschubert@schubertlawfirm.com

wjonckheer@schubertlawfirm.com

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Dated: November 3, 2014 SHEPHERD FINKELMAN MILLER & 

SHAH, LLP

By: /s/ James E. Miller

James E. Miller

Karen M. Leser-Grenon

65 Main Street

Chester, CT 06412

Telephone: (860) 526-1100

Facsimile: (866) 300-7367

jmiller@sfmslaw.com

kleser@sfmslaw.com

ROSENTHAL, MONHAIT & 

GODDESS, P.A.

P. Bradford Deleeuw

919 Market Street, Suite 1401

Citizens Bank Center

P.O. Box 1070

Wilmington, DE 19899

Telephone: (302) 656-4433

Counsel for the International Union of 

Operating Engineers Pension Plan of Eastern 

Pennsylvania and Delaware

Dated: November 3, 2014 KIRKLAND & ELLIS LLP

By: /s/ Joshua Z. Rabinovitz

Mark Filip

Robert J. Kopecky

Joshua Z. Rabinovitz

300 North LaSalle Drive

Chicago, IL 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Counsel for Defendants

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CERTIFICATE OF SERVICE

I hereby certify that on November 3, 2014, I electronically filed the foregoing with the 

Clerk of the Court using the CM/ECF system, which will send notification of such filing to the email addresses denoted on the Electronic Mail Notice List.

/s/ George C. Aguilar

GEORGE C. AGUILAR

ROBBINS ARROYO LLP

600 B Street, Suite 1900

San Diego, CA 92101

Telephone: (619) 525-3990

Facsimile: (619) 525-3991

gaguilar@robbinsarroyo.com

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