Exhibit 10.6(f)


 


HOSPIRA 2004 LONG-TERM
STOCK INCENTIVE PLAN


 


RESTRICTED STOCK
AGREEMENT


 


This Restricted Stock Agreement (“Agreement”) is made between Hospira, Inc.,
a Delaware corporation (the “Company”), and the Participant specified
below.  The Agreement is subject to the
provisions of the Hospira 2004 Long-Term Stock Incentive Plan (the “Plan”), the
terms of which are incorporated herein by reference.


 


1.                                       Terms of Award. 
The following terms used in this Agreement shall have the meanings set
forth in this paragraph 1:


 


(a)                                  The “Participant” is                                             .


 


(b)                                 The “Grant Date” is                             .


 


(c)                                  The number of shares of “Covered Shares”
awarded under this Agreement is                     .  “Covered Shares” are shares of Stock granted
under this Agreement and are subject to the terms of this Agreement and the
Plan.


 


Except where the context clearly implies to the
contrary, any capitalized term in this award shall have the meaning ascribed to
that term under the Plan.  Other words
and phrases used in this Agreement are defined pursuant to paragraph 8 or
elsewhere in this Agreement.


 


2.                                       Award.  The Participant
is hereby granted the number of Covered Shares set forth in paragraph 1.


 


3.                                       Dividends and Voting Rights. 
The Participant shall be entitled to receive any dividends paid with
respect to the Covered Shares that become payable during the Restricted Period
(defined below); provided, however, that no dividends shall be payable to or
for the benefit of the Participant for Covered Shares with respect to record
dates occurring prior to the Grant Date, or with respect to record dates
occurring on or after the date, if any, on which the Participant has forfeited
those Covered Shares.  Any such dividends
paid with respect to the Covered Shares during the Restricted Period shall be
paid at the same time as they are paid to other shareholders of common shares of the Company.  The Participant shall be entitled to vote the
Covered Shares during the Restricted Period to the same extent as would have
been applicable to the Participant if the Participant was then vested in the
shares; provided, however, that the Participant shall not be entitled to vote
the shares with respect to record dates for such voting rights arising prior to
the Grant Date, or with respect to record dates occurring on or after the date,
if any, on which the Participant has forfeited those Covered Shares. Any
additional common shares of the Company issued with respect to the Covered
Shares as a result of any stock dividend, stock split or reorganization, shall
be subject to the restrictions and other provisions of paragraphs 5, 6 and 7.


 


4.                                       Issuance of Certificate. 
Each certificate issued in respect of the Covered Shares granted under
this Agreement shall be registered in the name of the Participant and shall be
deposited in a bank designated by the Committee or retained by the
Company.  The 


 

















 


certification of Covered Shares is conditioned upon
the Participant endorsing in blank a stock power for the Covered Shares.  During the Restricted Period, all
certificates evidencing the Restricted Stock will be imprinted with the
following legend: “The securities evidenced by this certificate are subject to
the transfer restrictions, forfeiture restrictions and other provisions of the
Restricted Stock Agreement dated                      between Hospira and                   .”  Upon lapse
of the Restriction Period, the Participant shall be entitled to have the legend
removed from the certificate representing the Covered Shares.


 


5.                                       Restricted Period. 
The Covered Shares shall be subject to forfeiture pursuant to Section 6
for a period (the “Forfeiture Period”) commencing with the date of the award
and ending on the earliest of the following events:


 


(a)                                  The three-year anniversary of the Grant
Date;


 


(b)                                 The date of a Change in Control that
occurs on or before the Date of Termination; or


 


(c)                                  The Date of Termination which occurs due
to the Participant’s death or Disability.


 


6.                                       Forfeiture of Shares. 
If the Date of Termination (as defined below) occurs during the
Restricted Period, the Participant will forfeit any and all rights with respect
to such unvested Covered Shares and the Company shall have the right to cancel
any such certificates evidencing such Covered Shares.


 


7.                                       Restriction on Sale. 
All Covered Shares shall be subject to the following restrictions on
sale beginning on the Grant Date and continuing for all periods during the
Forfeiture Period (the “Restricted Period”):


 


(a)                                  The shares may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of.


 


(b)                                 Any additional common shares of the
Company issued with respect to the Covered Shares as a result of any stock
dividend, stock split or reorganization, shall be subject to the restrictions
and other provisions of this Agreement.


 


(c)                                  The Participant shall not be entitled to
receive any shares prior to completion of all actions deemed appropriate by the
Company to comply with federal or state securities laws and stock exchange requirements.


 


8.                                       Definitions. 
For purposes of this Agreement, the terms used in this Agreement shall
be subject to the following:


 


(a)                                  Date of Termination.  The
term “Date of Termination” means the first day occurring on or after the Grant
Date on which the Participant is not employed by the Company or any of its
subsidiaries, regardless of the reason for the termination of employment.


 


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(b)                                 Disability.  The term “Disability”
shall mean the Participant’s disability as defined in the Hospira Long Term
Disability Plan, whether or not such Participant is a participant in such
disability plan, for a period of twelve (12) consecutive months.


 


9.                                               Heirs and Successors. 
This Agreement shall be binding upon, and inure to the benefit of, the
Company and its successors and assigns, and upon any person acquiring, whether
by merger, consolidation, purchase of assets or otherwise, all or substantially
all of the Company’s assets and business. 
If any rights of the Participant or benefits distributable to the Participant
under this Agreement have not been exercised or distributed, respectively, at
the time of the Participant’s death, such rights shall be exercisable by the
Designated Beneficiary, and such benefits shall be distributed to the
Designated Beneficiary, in accordance with the provisions of this Agreement and
the Plan.  The “Designated Beneficiary”
shall be the beneficiary or beneficiaries designated by the Participant in a
writing filed with the Committee in such form and at such time as the Committee
shall require.  If a deceased Participant
fails to designate a beneficiary, or if the Designated Beneficiary does not
survive the Participant, any rights that would have been exercisable by the Participant
and any benefits distributable to the Participant shall be exercised by or
distributed to the legal representative of the estate of the Participant.  If a deceased Participant designates a
beneficiary and the Designated Beneficiary survives the Participant but dies
before the Designated Beneficiary’s exercise of all rights under this Agreement
or before the complete distribution of benefits to the Designated Beneficiary
under this Agreement, then any rights that would have been exercisable by the
Designated Beneficiary shall be exercised by the legal representative of the
estate of the Designated Beneficiary, and any benefits distributable to the
Designated Beneficiary shall be distributed to the legal representative of the
estate of the Designated Beneficiary.


 


10.                                 Administration. 
The authority to manage and control the operation and administration of
this Agreement shall be vested in the Committee, and the Committee shall have
all powers with respect to this Agreement as it has with respect to the
Plan.  Any interpretation of the
Agreement by the Committee and any decision made by it with respect to the
Agreement is final and binding.


 


11.                                 Plan Governs. 
Notwithstanding anything in this Agreement to the contrary, the terms of
this Agreement shall be subject to the terms of the Plan, a copy of which may
be obtained by the Participant from the office of the Secretary of the Company.


 


12.                                 Amendment.  This
Agreement may be amended in accordance with the provisions of the Plan, and may
otherwise be amended by written agreement of the Participant and the Company
without the consent of any other person. 
Notwithstanding the foregoing, the terms of the Agreement may be amended
by Hospira as it shall deem necessary and appropriate in order to comply with
the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended, and any proposed, temporary or final regulations promulgated
thereunder.


 


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IN WITNESS WHEREOF, the Participant has executed this Agreement, and
the Company has caused these presents to be executed in its name and on its
behalf, all as of the Grant Date.


 


	
   

  	
  Participant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Hospira,
  Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
  Chief
  Executive Officer

  



 


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