Exhibit
10.11


 


Agreement


 


This
Agreement is made as of February 8, 2010, by and between Hospira, Inc., a
Delaware corporation (the “Company”), and                         ,
                                                
(“Officer”).


 


In
exchange for the grant of stock options and performance based share units under
the Hospira 2004 Long-Term Stock Incentive Plan (“LTIP”) and for eligibility
for a cash incentive bonus under the Hospira, Inc. Performance Incentive Plan (“PIP)
for the 2010 fiscal year, the parties hereby agree as follows:


 


1.               Officer agrees to be bound
fully by the terms of the Company’s Executive Compensation Recovery Policy (as
it may be amended and in effect from time to time), a copy of the present form
of which is attached hereto in respect of any grants or awards previously made
or to be made in the future (including, without limitation, the aforementioned
grants for the 2010 fiscal year) under the LTIP, the PIP or any respective
predecessor or successor plan thereto.


 


2.               The laws of the State of
Illinois, without regard to its conflict of law provisions, shall govern the
interpretation and validity of the provisions of this Agreement and all
questions relating to this Agreement.


 


3.               This Agreement shall be
binding on the Officer and his heirs, successors and legal representatives, and
on the Company and its successors.


 


4.               In the event that any
provision of this Agreement, or the application thereof, becomes or is declared
by a court of competent jurisdiction to be illegal, void or unenforceable, the
remainder of this Agreement shall continue in full force and effect and shall
be interpreted so as reasonably to effect the intent of the parties hereto.


 


This Agreement sets forth
the entire understanding of the parties and supersedes all prior agreements,
arrangements, and other communications, whether oral or written, pertaining to
the subject matter hereof; and this Agreement shall not be modified or amended
except by written agreement of the Company and the Officer.


 


IN WITNESS WHEREOF, the Company and the Officer
have executed this Agreement as of the day and year first above written.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Hospira,
  Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Its:

  	
   

  



 

















 


Executive Compensation Recovery
Policy


 


In
the event of a restatement of Hospira’s published financial results, the
Committee will review the facts and circumstance that led to the
restatement.  If the Committee determines
that any bonus, equity-based award or other compensation was made to a current
or former executive officer based on the original financial statements, the
Committee may at its discretion, but in no case later than 60 months of such
restatement, adjust such compensation negatively or positively.  The committee may seek to recover from such
executive officer the part of any bonus, equity-based award or other
compensation that was paid based upon the financial performance in the
published financial statements that was subsequently restated.


 


In
exercising its discretion, the Committee shall consider and weigh all factors
that it deems appropriate and relevant, such as the degree to which the
restatement was material as measured by the injury suffered by Hospira and its
shareholders due to the restatement, the degree to which the restatement is due
to misconduct or malfeasance and the degree to which the executive officer was
involved in misconduct or malfeasance. 
The decision of the Committee may be the same for all executive officers
or may vary among the executive officers, but in any event shall be final and
binding on all executive officers.


 


In
the case of cash compensation, if the amount of the payment would have been
lower than the amount actually awarded had the financial results been properly
reported, the Committee may require repayment of all or any portion of a
payment that was calculated based upon the achievement of the financial results
that were subsequently restated.


 


In the case of equity-based compensation, if the
amount realized by the executive officer (i.e., from the exercise of stock
options or the granting of stock based upon the vesting of performance share
units) would have been lower had the financial results been properly reported,
the Committee may require payment of all or any portion of the gains realized
by the executive officer that resulted from the financial results that were
subsequently restated.  For stock
options,  “gain realized” shall be the
excess of the “fair market value” of the shares on the date of exercise, as
determined by the Committee in its sole discretion,  over the exercise price, multiplied by the
number of shares purchased.  For
performance share units, “gain realized” shall be the “fair market value” of
the shares on the date they are deemed vested, as determined by the Committee
in its sole discretion, multiplied by the number of shares actually distributed
to the executive officer, reduced by any taxes paid in countries other than the
United States, to the extent that such taxes are not otherwise eligible for
refund from the taxing authorities.


 


In the event that the executive officer does not repay
any sums required by the Committee due to any restatement of the financial
results, the Committee may pursue such legal remedies as may be appropriate to
recoup any such sums that the individual fails to repay as required by the
Committee under this Policy regardless of whether the affected individual is
still employed by Hospira.  In addition
to all other available remedies, the Committee may set off the amount owed by
any such executive officer against any amount or award that would otherwise be
granted by Hospira to the executive officer, reduce any future compensation or
benefit to such executive officer or any combination thereof.


 


For
purposes of this Policy, the term “executive officer” means any individual:
designated by the Company as an “officer” for purposes of Section 16 of the
Securities Exchange Act of 1934; or elected a corporate officer of Hospira by
its Board of Directors, but not including assistant officers.  This Policy shall apply to all published
financial statements, including those published prior to its adoption and shall
apply to individuals who were executive officers during the periods covered by
the published financial statement regardless of whether such individual is
still employed by Hospira at such time as the published financial statements
are restated or at such time as the Committee seeks to adjust any previously
paid compensation under this Policy.