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) 

PRELIMINARY APPROVAL ORDER 
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WHEREAS, plaintiffs Lori Ravenscroft Geare and Robert J. Casey, II (collectively, 

"Plaintiffs"), having entered into a Stipulation of Settlement dated November 3, 2014 (with its 

exhibits, the "Stipulation") concerning the above-captioned shareholder derivative action (the 

"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 (together, "the Actions"); 

WHEREAS, plaintiffs having made application, pursuant to Federal Rule of Civil 

Procedure 23.1(c), for an order: (i) preliminarily approving the proposed settlement of the 

Action"); and (ii) approving distribution of the Notice of Pendency and Proposed Settlement of 

Shareholder Derivative Actions (the "Notice") attached as Exhibit C to the Stipulation; 

WHEREAS, all capitalized terms used in this Order shall have the meanings set forth in 

the Stipulation, unless indicated otherwise herein; and 

WHEREAS, this Court, having considered: (i) Plaintiffs' Uncontested Motion for 

Preliminary Approval of Settlement together with the accompanying Memorandum of Law; and 

(ii) the Stipulation, as well as the exhibits attached thereto; 

NOW, THEREFORE, IT IS HEREBY ORDERED: 

1. The Uncontested Motion for Preliminary Approval of Settlement (doc. no. 71) is 

granted on the terms and conditions set forth herein. 

2. The Court preliminarily approves the Settlement as set forth in the Stipulation. 

3. A hearing (the "Settlement Hearing") shall be held before this Court on January 

23, 2015, at 10:00 a.m. at the U.S. District Court, Northern District of Illinois, Everett McKinley 

Dirksen U.S. Courthouse, 219 South Dearborn Street, Courtroom 1419, Chicago, Illinois 60604 

to: 
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a. determine whether the Stipulation provides a fair, reasonable, and 

adequate resolution of the Action and is in the best interests of Hospira, and should be approved 

by the Court; 

b. determine whether to approve the Fee and Expense Amount and the 

Incentive Award Amount; and 

c. rule upon any such other matters as the Court may deem necessary or 

appropriate. 

4. The Court approves the form and substance of the Notice, and finds that the 

provisions of the Notice, substantially in the manner and form set forth in Exhibit C to the 

Stipulation, as modified by the Court, is adequate and reasonable under the circumstances, and as 

disseminated shall constitute sufficient notice under Federal Rule of Civil Procedure 23.1(c). 

Non-substantive changes to the form of Notice may be made without further approval of the 

Court. 

5. Not later than ten (10) calendar days following the entry of this Order: 

a. Hospira shall furnish a Form 8-K to the U.S. Securities and Exchange 

Commission that includes the Notice and Stipulation; 

b. Hospira shall post a copy of the Notice and the Stipulation on its website; 

and 

c. Plaintiffs' Counsel at Robbins Arroyo LLP and Schubert Jonckheer & 

Kolbe LLP shall post a copy of the Notice and the Stipulation on their websites. 

6. At least fourteen (14) calendar days prior to the Settlement Hearing, Hospira and 

Plaintiffs' Counsel shall file with the Court declarations affirming that they have posted and 

published the Notice as instructed herein. 
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7. Plaintiffs' Counsel shall submit any papers in support of final approval of the 

Settlement, the Fee and Expense Amount, and the Incentive Award Amount to the Court at least 

twenty-one (21) calendar days before the Settlement Hearing. The Parties shall file with the 

Court any responses to any objections filed pursuant to paragraph 8 below at least seven (7) 

calendar days prior to the Settlement Hearing. 

8. Any Hospira Shareholder may show cause why the Stipulation should not be 

approved as a fair, reasonable, and adequate resolution of the Action or why the Judgment 

should not be entered herein, or why the Fee and Expense Amount and/or Incentive Award 

Amount should not be granted; provided that, no later than fourteen (14) calendar days prior to 

the Settlement Hearing, such Person shall file with the Clerk of the Court, U.S. District Court, 

Northern District of Illinois, Everett McKinley Dirksen U.S. Courthouse, 219 South Dearborn 

Street, Chicago, Illinois 60604: (a) a written objection to the Stipulation, as well as all documents 

and writings supporting such position; (b) a written notice of the intention to appear, if the 

Hospira Shareholder intends to appear at the Settlement Hearing; (c) proof of ownership of 

Hospira common stock, as well as documentary evidence of when such stock ownership was 

acquired; (d) a detailed statement of the matters to be presented to the Court; and (e) the grounds 

therefor or the reasons why such Person desires to appear in person or through counsel to be 

heard, as well as all documents and writings supporting such position. In addition, on or before 

filing such papers with the Clerk of the Court, such papers shall be served by hand or U.S. mail 

on the following counsel of record: 

 George C. Aguilar 

ROBBINS ARROYO LLP 

600 B Street, Suite 1900 

San Diego, CA 92101 

 Telephone: (619) 525-3990 

and 
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Laurence D. Paskowitz 

THE PASKOWITZ LAW FIRM, P.C. 

208 East 51st Street, Suite 380 

New York, NY 10022 

Telephone: (212) 685-0969 

Co-Lead Counsel for Plaintiffs 

and 

Robert C. Schubert 

SCHUBERT JONCKHEER & KOLBE LLP 

Three Embarcadero Center, Suite 1650 

San Francisco, CA 94111 

Telephone: (415) 788-4220 

and 

James E. Miller 

SHEPHERD FINKELMAN MILLER & SHAH LLP 

65 Main Street 

Chester, CT 06412 

Telephone: (860) 526-1100 

Counsel for the International Union of Operating Engineers Pension Plan of 

Eastern Pennsylvania and Delaware 

and 

 Joshua Z. Rabinovitz 

 KIRKLAND & ELLIS LLP 

300 North LaSalle Drive 

Chicago, IL 60654 

Counsel for the Defendants 

9. Any Person who fails to object in the manner prescribed above shall be deemed to 

have waived such objections and shall be forever barred from raising such objection or otherwise 

contesting the Stipulation, including the Fee and Expense Amount and the Incentive Award 

Amount, and the Judgment in this or any other action or proceeding. 

10. Pending final determination of whether the Stipulation should be approved, all 

proceedings in the Action, other than proceedings necessary to carry out the terms and conditions 
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of the Settlement, are stayed, and the Releasing Parties are barred and enjoined from 

(a) commencing, maintaining, or prosecuting any action or proceeding against the Released 

Parties asserting any of the Released Claims, either directly, representatively, derivatively, or in 

any other capacity against any of the Released Parties; or (b) challenging the Stipulation other 

than in this Action in accordance with the procedures established by the Court; provided nothing 

herein shall in any way impair or restrict the rights of any Party to enforce the terms of the 

Stipulation. 

11. Neither the Stipulation, nor the exhibits thereto, nor any document referred to 

therein, nor any action taken to carry out the Stipulation is, may be construed as, or may be used 

as an admission by or against the Released Parties, or any of them individually, of any fault, 

wrongdoing, or liability whatsoever. 

12. In the event the Stipulation is not approved by the Court or is terminated for any 

reason, the Stipulation shall be null and void, of no further force or effect, and without prejudice 

to any Party, and may not be introduced as evidence or referred to in any actions or proceedings 

by any Person, and each Party shall be restored to their positions on the date immediately prior to 

the execution date of the Stipulation. 

IT IS SO ORDERED. 

Date: November 14, 2014 John J. Tharp, Jr. 

United States District Judge