Exhibit 10.1


 


Amended
effective June 18, 2008


 


HOSPIRA,
INC. NON-EMPLOYEE DIRECTORS’ FEE PLAN


 


SECTION 1

PURPOSE


 


Hospira, Inc. Non-Employee Directors’ Fee Plan (the “Plan”) has
been established by Hospira, Inc. (the “Company”), effective as of April 30,
2004 (the “Effective Date”) to attract and retain as members of its Board of
Directors persons who are not employees of the Company or any of its
subsidiaries but whose business experience and judgment are a valuable asset to
the Company and its subsidiaries.  The
Plan provides for the payment to Directors of fees in the form of some or all
of the following: Annual Retainer Fees, Committee Chairman Fees, Meeting Fees
and Restricted Stock awards (generally, the “Director Fees”).


 


SECTION 2

DIRECTORS COVERED


 


As used in the Plan, the term “Director” means any person who is
elected to the Board of Directors of the Company as of the Effective Date or at
any time thereafter, and is not an employee of the Company or any of its
subsidiaries.


 


SECTION 3

FEES PAYABLE TO DIRECTORS


 


3.1           Annual
Retainer Fee.  Each Director shall be
entitled to an annual retainer fee (the “Retainer Fee”) to be paid quarterly,
on the last business day of each calendar quarter for which the Director served
in the capacity as a Director (excluding, on a pro rata basis, the partial
month in which he is first elected a Director and any whole months in which he
did not serve in such capacity).  The
amount of the Annual Retainer Fee shall be as determined from time to time in
the sole discretion of the Board of Directors of the Company (the “Board”),
with such amount initially set at Fifty Thousand Dollars ($50,000.00) per year.


 


3.2           Committee
Chairman Fee.  A Director who serves
as Chairman of any committee created by the Board shall be entitled to an
additional annual retainer fee (the “Committee Chairman Fee”) to be paid
quarterly, on the last business day of each calendar quarter for which the
Director served in the capacity as a committee chairman (excluding, on a pro
rata basis, the partial month in which he is first selected to be the committee
chairman and any whole months in which he did not serve in such capacity).  The amount of the Committee Chairman Fee
shall be as determined from time to time in the sole discretion of the Board,
with such amount currently set as follows: (i) Seven Thousand and Five
Hundred Dollars ($7,500.00) per year for each of the Compensation Committee,
Science and Technology Committee, and Government and Public Policy Committee;
and (ii) Ten Thousand Dollars ($10,000.00) per year for the Audit
Committee.


 


3.3           Meeting
Fees.  A Director who attends a
meeting of the Board or any committee thereof shall be entitled to an
additional fee (the “Meeting Fee”) to be paid on the last business day of each
calendar quarter in which the meeting was held. 
The amount of the Meeting Fee 


 

















 


shall be as determined from time to time in the sole
discretion of the Board, with such amount currently set at One Thousand and
Five Hundred Dollars ($1,500.00) for each Board or Committee Meeting attended
in person and One Thousand Dollars ($1,000.00) for each meeting attended other
than in person, in a manner acceptable to the Board.  In the event there is held one or more
committee or Board meetings on the same date, there will be a Meeting Fee paid
for each such meeting for that date.


 


3.4           Lead
Director Fees.  A Director who serves
as Lead Director of the Board shall be entitled to an additional annual
retainer fee (the “Lead Director Fee”) to be paid quarterly, on the last
business day of each calendar quarter for which the Director served in the
capacity as Lead Director (excluding, on a pro rata basis, the partial month in
which he is first selected to be the Lead Director and any whole months in
which he did not serve in such capacity). 
The amount of the Lead Director Fee shall be as determined from time to
time in the sole discretion of the Board, with such amount currently set at
Seventy-Five Thousand Dollars ($75,000.00) per year.


 


SECTION 4

RESTRICTED STOCK


 


4.1           Annual
Restricted Stock Award.


 


(i)            As of January 1,
2008, each Director, who is elected a Non-Employee Director at the annual
shareholders meeting (or who retains such position if they were not subject to
election at such meeting), shall be granted shares of Company’s Common Stock,
par value $0.01 per share (the “Stock”), with such stock subject to certain
restrictions set forth below (the “Restricted Stock”).  The Restricted Stock shall be granted
automatically to the Director on the last business day of the calendar quarter
in which the annual shareholder meeting occurs. 
If more than one shareholder meeting occurs in a given calendar year,
only a single Restricted Stock award shall be granted for such year and such
award shall be granted as of the last business day of the calendar quarter in
which such first shareholder meeting occurs.


 


(ii)           The
number of shares covered by the Restricted Stock award shall be equal to that
number of shares whose aggregate value (based on the Fair Market Value of a
share of Stock on the date of grant) equals One Hundred Fifty Thousand Dollars
($150,000.00), rounded down to the next whole share. Each Non-Employee Director
as of September 28, 2007 shall be granted automatically a Restricted Stock
award equal to that number of shares whose aggregate value (based on the Fair
Market Value of a share of Stock on September 28, 2007) equals Fifty
Thousand Dollars ($50,000.00), rounded down to the next whole share.


 


(iii)          Notwithstanding anything
contained in this Section 4.1 to the contrary, a Non-Employee Director,
who is elected between any annual shareholders meetings, shall automatically be
granted Restricted Stock on the last business day of the calendar quarter in
which such Director is elected; provided, however, that the number of shares of
the Restricted Stock granted to such Director shall be equal to that number of
shares (rounded to the next whole share) whose aggregate value 


 


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(based on the Fair Market
Value of a share of Stock on the date of grant) equals One Hundred Fifty
Thousand Dollars ($150,000.00), multiplied by the fraction of A over 12, with “A”  being the number of whole calendar months
between the first day of the month coinciding with or immediately following
such Director’s election and first day of the month during which the next
annual shareholders meeting is scheduled to occur.  The term “Fair Market Value” shall be as
defined in the 2004 Plan (as defined in Section 6.6 below).


 


4.2           Issuance
of Certificates.  Each certificate issued
in respect of the Restricted Stock Award shall be registered in the name of the
Director and shall be deposited in a bank designated by the Company or retained
by the Company.  The certification of
shares is conditioned upon the Director 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, Inc. and [insert
Director name].”  Upon lapse
of the Restriction Period, the Director shall be entitled to have the legend
removed from certificates representing the shares.


 


4.3           Rights.  Upon issuance of the certificates, the
Directors in whose names they are registered shall, subject to the restrictions
of this Section 4, have all of the rights of a shareholder with respect to
the shares represented by the certificate, including the right to vote such
shares and to receive cash dividends and other distributions thereon.


 


4.4           Forfeiture
Period.  All Restricted Stock granted
under this Section 4 shall be subject to forfeiture pursuant to Section 4.5
for a period (the “Forfeiture Period”) commencing with the date of the award
and ending on the earliest of the following events:


 


(i)            The
one-year anniversary of the date of grant of Restricted Stock


 


(ii)           The first
regularly scheduled annual shareholders meeting following the date of grant;


 


(iii)          The
date of the Director’s death or disability; or


 


(iv)          The date
of a Change in Control (as defined in Section 5 of the 2004 Plan).


 


4.5           Forfeiture.  In the event that the Director’s date of termination
occurs during the Forfeiture Period, the Director shall forfeit any and all
rights and interests with respect to such unvested Restricted Stock (or
Restricted Stock Units, if a Deferral Election, under Section 10 below, is
applicable) and the Company shall have the right to cancel any such
certificates evidencing such Restricted Stock.


 


4.6.      Restrictions
on Sale.  All Restricted Stock granted under this Section 4 shall
be subject to the following restrictions on sale beginning on the date of grant
and continuing, except as otherwise
provided below in this Section 4.6, for all periods while the
Director is actively serving as a Director of the Company (the “Restricted
Period”):


 


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(i)            The shares may not be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except to the extent that after the
Forfeiture Period such sale, assignment, transfer, pledge, hypothecation or
other disposal does not cause a Director to fail to meet the minimum holding
requirements under the Company’s then existing Company share retention and
ownership guidelines for Directors.


 


(ii)           Except as provided in paragraph (i) of this Section 4.6,
any additional common shares of the Company issued with respect to shares
covered by Awards granted under this Section 4 as a result of any stock
dividend, stock split or reorganization, shall be subject to the restrictions
and other provisions of this Section 4.


 


(iii)          A Director 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.


 


SECTION 5

CHANGE IN CONTROL


 


In the event of a Change in Control, (i) all Restricted Stock
awards shall become fully vested and shall no longer be subject to the
restrictions set forth in Section 4 of this Plan, and (ii) all
Deferred Fees shall be paid to the Director at such time and in such form as
set forth in the Director’s Deferral Election.


 


SECTION 6

OPERATION AND ADMINISTRATION


 


6.1           Administration.


 


(i)            The Plan
and all benefits pursuant hereto shall be administered by the full Board.


 


(ii)           The Board
shall have the authority and discretion to interpret and administer the Plan,
to establish, amend and rescind any rules and regulations relating to the
Plan and to determine the terms and provisions of any award agreement made
pursuant to the Plan.  All questions of
interpretation with respect to the Plan, the benefits established herein, the
number of shares of Stock, or other security, or rights granted and the terms
of any agreements evidencing any of the Director Fees (the “Award Agreements”),
including the timing, pricing, and amounts of Awards, shall be determined by
the Board, and its determination shall be final and conclusive upon all parties
in interest.  In the event of any
conflict between an Award Agreement and this Plan, the terms of this Plan shall
govern.


 


(iii)          Except
to the extent prohibited by applicable law or the applicable rules of a
stock exchange, the Board may delegate to the officers or employees of the
Company and its subsidiaries the authority to execute and deliver such
instruments and documents, to do all such acts and things, and to take all such
other steps deemed necessary, advisable or convenient for the effective
administration of the Plan in 


 


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accordance with
its terms and purpose, except that the Board may not delegate any discretionary
authority with respect to substantive decisions or functions regarding the Plan
or benefits and awards thereunder, including, but not limited to, decisions
regarding the timing, eligibility, pricing, amount or other material terms of
such benefits or awards. Any such delegation may be revoked by the Board at any
time.


 


(iv)          To the
extent that the Board determines that the restrictions imposed by the Plan
preclude the achievement of the material purposes of the benefit provided
herein in jurisdictions outside the United States, if applicable, the Board
will have the authority and discretion to modify those restrictions as the
Board determines to be necessary or appropriate to conform to applicable
requirements or practices of jurisdictions outside of the United States.


 


6.2           Limits
of Liability.


 


(i)            Any
liability of the Company or a subsidiary to any Director with respect to an
Award shall be based solely upon contractual obligations created by the Plan
and the applicable Award Agreement.


 


(ii)           Neither
the Company nor a subsidiary, nor any member of the Board or any other person
participating in any determination of any question under the Plan, or in the
interpretation, administration or application of the Plan, shall have any
liability to any party for any action taken or not taken in good faith under
the Plan except as may be expressly provided by statute.


 


6.3           Rights
of Director.  Nothing contained in
this Plan or in any Award Agreement (or in any other documents related to this
Plan or to any award or Award Agreement) shall confer upon any Director any
right to continue in the service of the Company or a subsidiary, constitute any
contract or limit in any way the right of the Company or a subsidiary to change
such person’s compensation or other benefits or to terminate the service of such
person with or without cause or confer any right on the part of such person to
be nominated for reelection to the Board, to be reelected to the Board or to be
appointed to any committee of the Board.


 


6.4           Form and
Time of Elections.  Any election
required or permitted shall be in writing, and shall be deemed to be filed when
timely delivered to the Secretary of the Company.


 


6.5           Action
by Company.  Any action required or
permitted to be taken by the Company shall be by resolution of the Board, or by
action of one or more members of the Board (including a committee of the Board)
who are duly authorized to act for the Board or (except to the extent
prohibited by the provisions of Rule 16b-3, applicable local law, the
applicable rules of any stock exchange, or any other applicable rules) by
a duly authorized officer of the Company.


 


6.6           Hospira, Inc.
2004 Long-Term Stock Incentive Plan. 
Any shares of Stock awarded to, or subject to Awards granted to
Directors under this Plan as Director Fees shall be issued pursuant to the
Hospira, Inc. 2004 Long-Term Stock Incentive Plan (the “2004 Plan”),
subject to all of the terms and conditions herein.  Except in the event of conflict, all
provisions of 


 


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the 2004 Plan shall apply to this Plan.  In the event of any conflict between the
provisions of the 2004 Plan and this Plan, this Plan shall control, provided
that the Director Fees granted provided may not exceed the share limitations
set forth in the 2004 Plan.


 


SECTION 7

MISCELLANEOUS


 


7.1           Beneficiaries.  Each Director or former Director entitled to
payment of Director Fees hereunder, from time to time may name any person or
persons (who may be named contingently or successively) to whom any Director
Fees earned by him and payable to him are to be paid in case of his death
before he receives any or all of such Director Fees.  Each designation will revoke all prior
designations by the same Director or former Director, shall be in form
prescribed by the Company, and will be effective only when filed by the
Director or former Director in writing with the Secretary of the Company during
his lifetime. If a deceased Director or former Director shall have failed to
name a beneficiary in the manner provided above, or if the beneficiary named by
a Director or former Director dies before him or before payment of all the
Director’s or former Director’s Director Fees, the Company, in its discretion,
may direct payment in a single sum of any remaining Director Fees to either:


 


(i)            any one
or more or all of the next of kin (including the surviving spouse) of the
Director or former Director, and in such proportions as the Company determines;
or


 


(ii)           the legal
representative or representatives of the estate of the last to die of the Director
or former Director and his last surviving beneficiary.


 


The person or persons to whom any deceased Director’s or former
Director’s Director Fees are payable under this section will be referred to as
his “beneficiary.”


 


7.2           Alienation
of Rights.  Payment of Director Fees
will be made only to the person entitled thereto in accordance with the terms
of the Plan, and Director Fees are not in any way subject to the debts or other
obligations of persons entitled thereto, and may not be voluntarily or involuntarily
sold, transferred or assigned.


 


7.3           Facility
of Payment.  When a person entitled
to a payment under the Plan is under legal disability or, in the Company’s
opinion, is in any way incapacitated so as to be unable to manage his financial
affairs, the Company may direct that payment be made to such person’s legal
representative, or to a relative or friend of such person for his benefit, and
with respect to the Director’s Stock Unit Account (defined in Section 9
below), if any, any distribution shall be pursuant to the Director’s
beneficiary designation form, as may be on file with the Company. Any payment
made in accordance with the preceding sentence shall be in complete discharge
of the Company’s obligation to make such payment under the Plan.


 


7.4           Unfunded
Plan.  Any obligation to pay cash or
Deferred Fees under this Plan shall constitute an unfunded unsecured obligation
of the Company.  The Company may, but
shall not be obligated to, establish a trust to hold assets for the purpose of
satisfying obligations under this Plan.


 


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7.5           Adjustment Provisions.  In
the event of a corporate transaction involving the Company (including, without
limitation, any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares), in addition to any adjustments made
pursuant to Section 3.4 of the 2004 Plan, the Board may adjust the
Director Fees (including Deferred Fees) to preserve the benefits or potential
benefits of participation in the Plan.


 


7.6           Gender
and Number.   Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.


 


SECTION 8

AMENDMENT AND DISCONTINUANCE


 


The Board may, at any time, amend or terminate the Plan, and may amend
any Award Agreement, provided that no amendment or termination may, in the
absence of written consent to the change by the affected Director (or, if the
Director is not then living, the affected beneficiary), adversely affect the
rights of any Director or beneficiary under any Award granted under the Plan
prior to the date such amendment is adopted by the Board; and further provided,
that adjustments pursuant to Section 9.4 shall not be subject to the
foregoing limitations of this Section 8. 
Subject to Section 9.4, any amendment or discontinuance of the Plan
shall be prospective in operation only, and shall not affect the payment of any
Director Fees theretofore earned by any Director, or the conditions under which
any such fees are to be paid or forfeited under the Plan.


 


SECTION 9

ELECTIVE DEFERRALS


 


9.1           DEFERRAL ELECTION


 


(i)            Annual Deferral Election.  A Director who would otherwise be entitled to
receive Director Fees in the form of shares of Stock or a cash payment under
the terms of the Plan may instead elect to defer delivery of all or a portion
of such fees, subject to the following terms of this Section 9 (once
deferred, the “Deferred Fees”).  An
election to defer the Director Fees shall be made on an election form (the “Deferral
Election”).  The form of distribution of
the Deferred Fees shall be elected by the Director on the Deferral Election
form, which may be either (a) a lump sum payment on the first business day
following the quarter within which the Director’s service on the Board
terminates (the “Distribution Commencement Date”) or (b) annual
installments for a number of years, not exceeding 10, payable on the Distribution
Commencement Date and each anniversary thereof. Except as provided in
paragraphs (ii) and (iii) of this Section 9.1, any Deferral
Election shall be made in the calendar year before the year in which the
Director Fees are payable and shall be irrevocable as of the first day of the
year for which it is to be effective. 
Deferral Elections shall remain in effect with respect to any future
year 


 


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unless a new
election with respect to such year is filed in accordance with paragraph (iii) of
this Section 9.1.


 


(ii)           Deferral Election for New Directors.  Notwithstanding the foregoing,
a Deferral Election by a Director upon first becoming a member of the Board
must be submitted within 30 days after becoming a Director and shall be
effective for all fees paid for services performed following the date on which
the election is received by the Company. Any such Deferral Elections shall be
irrevocable as of its effective date and shall remain in effect with respect to
the calendar year in which it was made and any future year unless a new
election with respect to Deferral Election is filed in accordance with
paragraph (iii) of this Section 9.1.


 


(iii)          Subsequent
Changes to Initial Deferrals.


 


(a)           Deferral
Elections shall remain in effect with respect to Director Fees to be paid in
any future year unless a new election with respect to such year is filed by the
Director making the change prior to the year to which it is intended to apply;
and


 


(b)           A
Director may elect to change the timing or form of distribution for his or her
Deferred Fees (a “Subsequent Election”), provided the Subsequent Election is
made at least 12 months before the date of the first scheduled payment, if any;
the Subsequent Election is not effective for at least 12 months after the date
of the election; and the first payment under the Subsequent Election must be
delayed for at least five years from the date it otherwise would have been
paid. Notwithstanding the foregoing provisions of this subparagraph (b),
payment of the Deferred Fees shall begin under the terms of a Director’s most
current Deferral Election as of first business day following the quarter within
which the Director’s services on the Board terminates due to a death or
disability. For this purpose, “disability” shall mean that the Director is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months.


 


(c)           During 2007 and 2008, a Director may elect
to change the timing or form of distribution for his Deferred Fees without
meeting the foregoing requirements, provided that no Director whose
Distribution Commencement Date occurs (or would otherwise occur) within 2007
may make or change a payment election during 2007 and no Director whose
Distribution Commencement Date occurs (or would otherwise occur) within 2008
may make or change a payment election during 2008.


 


(iv)          Conversion of Cash or
Restricted Stock to Stock Units. 
Deferred Fees shall be credited to a Stock Unit Account (as defined
below) under this Section 9 as follows:


 


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(a)           Cash-based
Deferred Fees shall be converted to Stock Units by dividing the cash-based fees
the Director elected to defer by the Fair Market Value of the Stock as of the
date the Director would have had a right to payment of such Director Fees had
the Director not made a Deferral Election.


 


(b)           Stock-based
Deferred Fees shall be converted to that number of Stock Units equal to that
number of shares of Restricted Stock the Director elected to defer.


 


9.2           ACCOUNTS


 


(i)            Stock Unit Account.  A “Stock Unit Account” shall be maintained on
behalf of each Director who elects to defer all or a portion of his Director
Fees under this Section 9, for the period during which delivery of such
fees is deferred. A Director’s Stock Unit Account shall be subject to the
following adjustments:


 


(a)           The Stock
Unit Account will be credited with Stock Units as of the date on which the
Director would have been entitled to payment of the cash-based fees or the date
on which the Director would have been granted the Restricted Stock award, both
as if the Director had not made a Deferral Election with respect to such fees.


 


(b)           As of
each dividend payment date for the Stock, the Director’s Stock Unit Account
shall be credited with additional Stock Units (including fractional Stock
Units) equal to (i) the amount of the dividend that would be payable with
respect to the number of shares of Stock equal to the number of Stock Units
credited to the Director’s Stock Unit Account on the dividend record date, divided by (ii) the Fair Market Value of a
share of Stock on the dividend payment date.


 


(c)           As of the
date of any distribution with respect to a Director’s Stock Unit Account under Section 9.3,
the Stock Units credited to a Director’s Stock Unit Account shall be reduced by
the amounts distributed to the Director.


 


(ii)           Statement of Accounts.  As soon as practicable after the end of each
Plan Year, the Company shall provide each Director having an Stock Unit Account
under the Plan with a statement of the transactions in his Stock Unit Account
during that year and his account balance as of the end of the year.


 


9.3           DISTRIBUTIONS


 


(i)            General.  Subject to the terms of this Section 9.3,
a Director shall specify, as part of his Deferral Election with respect to
Deferred Fees, the time and form of the distribution of the amounts deferred
pursuant to such election.  In the event
that an election with respect to the timing or form of distribution is not in
effect as of the date of the Director’s termination (including a termination
due to the Director’s death), the Director’s entire Stock Unit Account shall be
distributed in 


 


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a single lump sum
stock payment within 60 days following the first anniversary of the Director’s
date of termination or death.


 


(ii)           If
a scheduled distribution date would otherwise occur after a dividend record
date but before the payment of the dividend, the distribution may, in the
discretion of the Board, be deferred (but not more than 30 days) until the
dividend payment date.


 


(iii)          In determining a Director’s right to
distributions under this Section 9.3, the vesting provisions of Section 4
of the Plan shall apply to the Stock Units credited to the Director’s Stock
Unit Account as though each unit represented one share of Stock, and with all
units attributable to payment of dividends being fully vested as of the date
they are credited to the Director’s Stock Unit Account.


 


9.4           Termination
of Deferral by Company.  The Board
shall retain the right to terminate, at any time, for any reason, or no reason,
the deferral provisions under this Section 9 (which may, but need not, be
in conjunction with a termination of the Plan), and shall distribute all Stock
Unit Accounts to Directors provided (i) the Company terminates all
non-qualified deferred compensation arrangements of the same type as this Plan
at the same time that the Plan is terminated; (ii) except for payments
that would be payable if the termination had not occurred, the Company makes no
payments to Directors for 12 months but makes all payments within 24 months;
and (iii) the Company adopts no new non-qualified deferred compensation
arrangement of the same type as this Plan for five years.


 


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