Exhibit 10.2


 


HOSPIRA 2004 LONG-TERM
STOCK INCENTIVE PLAN


 


NON-EMPLOYEE DIRECTOR 

RESTRICTED STOCK AGREEMENT


 


THIS AGREEMENT, entered into as of the Grant Date (as defined in
paragraph 1), by and between the Director and Hospira (the “Company”);


 


WITNESSETH THAT:


 


WHEREAS, the Company maintains the Hospira 2004 Long-Term Stock
Incentive Plan (the “Plan”), which is incorporated into and forms a part of
this Agreement, the Director has agreed to serve as a Director of the Company,
and the Director has been selected by the committee administering the Plan (the
“Committee”) to receive a Restricted Stock Award under the Plan;


 


NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Director, as follows:


 


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


 


(a)           The “Director”
is
                              .


 


(b)           The “Grant
Date” is
                          .


 


(c)           The
number of shares of “Covered Shares” awarded under this Agreement is
           shares.  “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 Director is hereby granted the number of
Covered Shares set forth in paragraph 1.


 


3.             Dividends
and Voting Rights.  The Director
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 Director 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 Director 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 Director shall be entitled to vote the
Covered Shares during the Restricted Period to the same extent as would have
been applicable to the Director if the Director was then vested in the shares;
provided, however, that the Director 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 Director 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 Director 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 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 and [insert participant
name].”  Upon lapse of the
Restriction Period, the Director 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
one-year anniversary of the Grant Date;


 


(b)           The first
regularly scheduled shareholders meeting following the Grant Date;


 


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


 


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


 


6.             Forfeiture
of Shares.  If the Date of
Termination (as defined below) occurs during the Restricted Period, the
Director 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 date of grant
and continuing for all periods while the Director is actively serving as a
Director of the Company (the “Restricted Period”):


 


(a)           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 the Participant to fail
to meet the minimum holding requirements under the Company’s then existing
Company share retention and ownership guidelines applicable to the Participant.


 


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(b)           Except as provided in subparagraph (a) of
this paragraph 7,  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
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.


 


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 day following the last date on which the Director serves
as a Director for the Company.


 


(b)           Disability.  The term “Disability” shall mean the
Participant’s inability, by reason of physical or mental impairment, to perform
the services required of a director of the Company, as shall be determined in
the sole discretion of the Board.


 


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 Director or benefits distributable to the Director under this Agreement
have not been exercised or distributed, respectively, at the time of the
Director’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 Director in a writing
filed with the Committee in such form and at such time as the Committee shall
require.  If a deceased Director fails to
designate a beneficiary, or if the Designated Beneficiary does not survive the
Director, any rights that would have been exercisable by the Director and any
benefits distributable to the Director shall be exercised by or distributed to
the legal representative of the estate of the Director.  If a deceased Director designates a
beneficiary and the Designated Beneficiary survives the Director 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.


 


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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 Director 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 Director and the Company without the consent of any other
person.


 


* * * * * * *


 


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IN WITNESS WHEREOF, the Director 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.


 


	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hospira

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
				



 


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