Exhibit
10.2


 


Hospira Non-Qualified
Savings and Investment Plan


 


(Effective January 1, 2008 and as amended


through
the First Amendment effective January 1, 2010)


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I INTRODUCTION

  	
  1

  
	
   

  	
   

  
	
  ARTICLE II DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  ARTICLE III PLAN PARTICIPATION

  	
  6

  
	
   

  	
   

  
	
  ARTICLE IV DEFERRAL CONTRIBUTIONS AND PAYMENT ELECTIONS

  	
  6

  
	
   

  	
   

  
	
  ARTICLE V EMPLOYER CONTRIBUTIONS

  	
  8

  
	
   

  	
   

  
	
  ARTICLE VI DEEMED EARNINGS ON ACCOUNT BALANCES

  	
  8

  
	
   

  	
   

  
	
  ARTICLE VII ESTABLISHMENT OF TRUST

  	
  9

  
	
   

  	
   

  
	
  ARTICLE VIII VESTING OF PLAN BENEFITS

  	
  9

  
	
   

  	
   

  
	
  ARTICLE IX PAYMENT OF ACCOUNT BALANCES

  	
  10

  
	
   

  	
   

  
	
  ARTICLE X AMENDMENT AND TERMINATION

  	
  12

  
	
   

  	
   

  
	
  ARTICLE XI
  GENERAL PROVISIONS

  	
  12

  



 


i

















 


Hospira Non-Qualified
Savings and Investment Plan


 


Article I

Introduction


 


Section 1.1             Name; Purpose. 
The Hospira Non-Qualified Savings and Investment Plan is established
effective as of January 1, 2008.  The Plan
constitutes an unfunded, non-qualified arrangement providing deferred
compensation to a select group of management or highly compensated employees
(as defined for purposes of Title I of ERISA) of the Company and of certain of
the Company’s affiliates.


 


Section 1.2             Administration of the Plan.  The Plan is administered by the Board of
Review. The duties and authority of the Board of Review include:


 


(a)           interpreting and applying the Plan’s
terms;


 


(b)           adopting any rules or regulations
the Board of Review deems necessary or desirable to operate the
Plan;


 


(c)           making whatever determinations are
permitted or required to maintain or administer the Plan; and


 


(d)           taking any other actions that prove
necessary to administer the Plan properly, in accordance with its terms.


 


Any decision of the Board of Review as to any matter within its
authority will be final, binding and conclusive upon the Company, any Employer
and each Participant, former Participant, designated beneficiary or other
person claiming Plan benefits under or through any
Participant or designated beneficiary. 
No additional authorization or ratification by the Board is necessary
for the Board of Review to act on any matter within its authority.  An action taken by the Board of Review as to
a Participant will not be binding on the Board of Review regarding an action to
be taken as to any other Participant.  Each determination required or permitted under
the Plan will be made by the Board of Review in its sole and absolute
discretion.  The Board of Review may
delegate some or all of its duties or responsibilities.


 


Article II

Definitions


 


Section 2.1             Account means a bookkeeping Account maintained under the Plan
for a Participant, which shall include his or her Deferral Contributions
Account and Employer Contributions Account, each of which may be further divided into subaccounts
corresponding to the payment options under Article IX
selected by the Participant pursuant to Section 4.2, including a retirement subaccount, an
in-service subaccount, or a Specific Date subaccount.


 


Section 2.2             Account Balance means the value, as of a specified date,
of the Account.


 

















 


Section 2.3             Adopting
Affiliate means an entity that, together with the Company, is considered as
a single employer under Code Section 414(b), (c), (m) or (o), and has
adopted the Retirement Savings Plan for its employees.


 


Section 2.4             Board means the Board
of Directors of the Company.


 


Section 2.5             Board of Review means the
Hospira, Inc. Employee Benefit Board of Review appointed by the Board and
acting under the Charter of the Hospira, Inc. Employee Benefit Board of
Review.


 


Section 2.6             Change in Control means the
earliest to occur of a Change in Ownership, a Change in Effective Control, or a
Change in Ownership of Assets, each as defined below.


 


(a)           Change in Ownership


 


(i)            In general. Except
as provided in paragraph (b)(ii) of this Section 2.6,
a Change in Ownership of the Company occurs on the date that any one person, or
more than one person acting as a group (as defined in paragraph (a)(ii) of
this Section 2.6), acquires ownership
of the Company’s stock that, together with stock held by such person or group,
constitutes more than 50% of the total fair market value or total voting power
of the Company’s stock. However, if any one person, or more than one person
acting as a group, is considered to own more than 50% of the total fair market
value or total voting power of the Company’s stock, the acquisition of
additional stock by the same person or persons is not considered to cause a
Change in Ownership of the Company (or to cause a Change in Effective Control
of the Company (within the meaning of paragraph (b) of this Section 2.6)). An increase in the percentage of stock
owned by any one person, or persons acting as a group, as a result of a
transaction in which the Company acquires its stock in exchange for property
will be treated as an acquisition of stock for purposes of this Section 2.6. This paragraph (a)(i) applies only
when there is a transfer of the Company’s stock (or issuance of stock of the
Company) and stock in the Company remains outstanding after the transaction.


 


(ii)           Persons acting as a
group. For purposes of paragraph (a)(i) above, persons will not be
considered to be acting as a group solely because they purchase or own stock of
the Company at the same time. However, persons will be considered to be acting
as a group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business
transaction with the Company. If a person, including an entity, owns stock in
both corporations that enter into a merger, consolidation, purchase or
acquisition of stock, or similar transaction, such shareholder is considered to
be acting as a group with other shareholders only with respect to the ownership
in that corporation before the transaction giving rise to the change and not
with respect to the ownership interest in the other corporation.


 


(b)           Change in Effective
Control


 


(i)            In general.
Notwithstanding that the Company has not undergone a Change in Ownership under
paragraph (a) of this Section 2.6,
a Change in Effective Control of the Company occurs only on either of the
following dates:


 


(1) The date any one person, or more than one person acting as a
group (as determined under paragraph (a)(ii) of this Section 2.6),
acquires (or has acquired during the 12-month period 


 


2

















 


ending on the date of the most recent acquisition by such person or
persons) ownership of stock of the Company possessing 30% or more of the total
voting power of the stock of the Company.


 


(2) The date a majority of members of the Board is replaced during
any 12-month period by directors whose appointment or election is not endorsed
by a majority of the members of the Board before the date of the appointment or
election.


 


(ii)           Acquisition of
additional control. If any one person, or more than one person acting as a
group, is considered to effectively control the Company (within the meaning of
this paragraph (b)), the acquisition of additional control of the Company by
the same person or persons is not considered to cause a Change in Effective
Control of the Company (or to cause a Change in Ownership of the Company within
the meaning of paragraph (a) of this Section 2.6).


 


(c)           Change in Ownership
of Assets


 


(i)            In general. A
Change in Ownership of Assets occurs on the date that any one person, or more
than one person acting as a group (as determined in paragraph (a)(ii) of
this Section 2.6), acquires (or has
acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from the Company that have a
total gross fair market value equal to or more than 40% of the total gross fair
market value of all of the Company’s assets immediately before such acquisition
or acquisitions. For this purpose, gross fair market value means the value of
the assets of the Company, or the value of the assets being disposed of,
determined without regard to any liabilities associated with such assets.


 


(ii)           Transfers to a
related person—There is no Change in Control event under this paragraph (c) when
there is a transfer to an entity that is controlled by the shareholders of the
transferring corporation immediately after the transfer, as provided in this
paragraph (c)(ii). A transfer of assets by the Company is not treated as a
Change in Ownership of Assets if the assets are transferred to—


 


(1) A shareholder of the Company (immediately before the asset
transfer) in exchange for or with respect to its stock;


 


(2) An entity, 50% or more of the total value or voting power of
which is owned, directly or indirectly, by the Company;


 


(3) A person, or more than one person acting as a group, that
owns, directly or indirectly, 50% or more of the total value or voting power of
all the outstanding stock of the Company; or


 


(4) An entity, at least 50% of the total value or voting power of
which is owned, directly or indirectly, by a person described in paragraph
(c)(ii)(3) above.


 


For purposes of this paragraph (c)(ii) and except as otherwise
provided above, a person’s status is determined immediately after the transfer
of the assets.


 


(iii)          Persons acting as a
group. Persons will not be considered to be acting as a group solely because
they purchase assets of the Company at the same time. However, persons will be
considered to be acting as a group if they are owners of a corporation that
enters into a merger, consolidation, purchase or acquisition of assets, or
similar business transaction with the 


 


3

















 


Company. If a person, including an entity shareholder, owns stock in
both corporations that enter into a merger, consolidation, purchase or
acquisition of assets, or similar transaction, such shareholder is considered
to be acting as a group with other shareholders in a corporation only to the
extent of the ownership in that corporation before the transaction giving rise
to the change and not with respect to the ownership interest in the other
corporation.


 


Section 2.7             Code
means the Internal Revenue Code of 1986, as amended.


 


Section 2.8             Company
means Hospira, Inc., a Delaware corporation.


 


Section 2.9             Company
Stock means the common stock of the Company.


 


Section 2.10           Compensation has the same
meaning as under the Retirement Savings Plan, except that it also includes
amounts deferred under this Plan.


 


Section 2.11           Deferral Contributions means the Deferral Contributions
credited on behalf of a Participant pursuant to Section 4.1.


 


Section 2.12           Deferral Contributions Account means the Account maintained on behalf
of a Participant to represent the amount of the Deferral Contributions
credited on his or her behalf, as adjusted to account for deemed gains and
losses, withdrawals and distributions.


 


Section 2.13           Disability means that the
Participant (i) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than
three months under an Employer-sponsored plan.


 


Section 2.14           Effective Date means January 1, 2008.


 


Section 2.15           Eligible Employee means an employee who has met all the
conditions specified in Section 3.1.


 


Section 2.16           Employer means the Company and/or any Adopting Affiliate.


 


Section 2.17           Employer Contributions means
the contributions credited on behalf of a Participant pursuant to Section 5.1.


 


Section 2.18           Employer Contributions Account means the Account maintained on behalf
of a Participant to represent the amount of Employer Contributions
credited on his or her behalf, as adjusted to account for deemed gains and
losses, withdrawals and distributions.


 


Section 2.19           ERISA means the Employee Retirement Income Security Act of 1974, as
amended.


 


Section 2.20           Excess Compensation means an amount that would be
Compensation, except that it exceeds the annual compensation limit under Code Section 401(a)(17), as
adjusted as set forth in the Retirement Savings Plan.


 


4

















 


Section 2.21           Participant means any Eligible Employee of an
Employer who participates in the Plan pursuant to Article III.


 


Section 2.22           Permitted Investment means a notional fund or type of
notional investment approved by the Board of Review for Plan purposes, based on
a predetermined actual investment. Permitted Investments will include
Company Stock.


 


Section 2.23           Plan means this Hospira Non-Qualified Savings and
Investment Plan.


 


Section 2.24           Plan Year means the
calendar year.


 


Section 2.25           Potential Change in Control
means any period in which the circumstances described in paragraphs (a), (b), (c) or
(d), below, exist (provided, however, that a Potential Change in Control shall
cease to exist not later than the occurrence of a Change in Control):


 


(a)           The Company enters into an agreement,
the consummation of which would result in the occurrence of a Change in
Control, provided that a Potential Change in Control described in this Section 2.25 shall cease to exist upon the expiration
or other termination of all such agreements.


 


(b)           Any Person (without regard to the
exclusions set forth in subsections (i) through (iv) of such
definition) publicly announces an intention to take or to consider taking
actions the consummation of which would constitute a Change in Control;
provided that a Potential Change in Control described in this paragraph (b) shall
cease to exist upon the withdrawal of such intention, or upon a determination
by the Board that there is no reasonable chance that such actions would be
consummated.


 


(c)           Any Person becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing 10% or
more of either the then outstanding shares of common stock of the Company or
the combined voting power of the Company’s then outstanding securities (not
including in the securities beneficially owned by such Person any securities
acquired directly from the Company or its Affiliates).


 


(d)           The Board adopts a resolution to the
effect that, for purposes of this Agreement, a Potential Change in Control
exists; provided that a Potential Change in Control described in this paragraph
(d) shall cease to exist upon a determination by the Board that the
reasons that gave rise to the resolution providing for the existence of a
Potential Change in Control have expired or no longer exist.


 


For purposes of
this Section 2.25, “Person” shall have
the meaning given in Section 3(a)(9) of the Securities Exchange Act
of 1934, as amended, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company.


 


Section 2.26           Retirement Date means the date
a Participant attains age 55.


 


5

















 


Section 2.27           Retirement Savings Plan means
the Hospira 401(k) Retirement Savings Plan, as amended from time to time.


 


Section 2.28           Specific Date means a specific
date or number of specific dates identified by the Participant in the deferral
and payment election under Article IV,  which date may be prior to the Participant’s Retirement or
other separation from service, but shall be no earlier than the first day of
the following Plan Year.


 


Section 2.29           Year of Credited Service has
the same meaning as under the Retirement Savings Plan.


 


Article III

Plan Participation


 


Section 3.1             Eligibility. An employee of an Employer will be
eligible to participate in any Plan Year if he or she meets all of the
following conditions:


 


(a)           the employee is part of a select
group of management or highly compensated employees, within the meaning of
Title I of ERISA;


 


(b)           the employee is eligible to participate
in the Retirement Savings Plan for the Plan Year;


 


(c)           the employee is expected to receive
Excess Compensation during the Plan Year; and


 


(d)           the Board of Review, or its delegate,
designates the employee as eligible to participate in the Plan.


 


Section 3.2             Participation. An employee who meets the conditions of
Section 3.1 becomes a Participant
by executing and filing with the Board of Review a deferral election form, in
the manner and at the time required under Article IV.  Once an individual is a Participant, he or
she will remain a Participant for so long as he or she has an Account Balance,
although a Participant may continue to make Deferral Contributions and receive
allocations under the Plan only so long as he or she remains an Eligible
Employee.


 


Article IV

Deferral Contributions and Payment Elections


 


Section 4.1             Deferral Contributions. Each Eligible Employee who has made an
election to defer a portion of his or her Compensation under the Retirement
Savings Plan for a Plan Year may elect to defer, on a pre-tax
basis, an additional amount under this Plan for that Plan Year, as Deferral
Contributions.  A Deferral Contribution is an amount, up to
such limit determined by the Board of Review, of the Participant’s Compensation
and Excess Compensation that the Participant cannot defer under the
Retirement Savings Plan because it exceeds the limit on deferrals under Code Section 402(g),
represents a deferral of Excess Compensation, or represents an amount that the
Participant cannot defer under the Retirement Savings Plan because of the
limits of Code Section 415(c). A Participant’s Deferral Contributions for a Plan Year
may not exceed the sum of his or her Compensation and Excess Compensation.  A Participant must make 


 


6

















 


his or her
deferral election for a Plan Year no later than the last day of the preceding
Plan Year, and may not change his or her deferral election during the Plan
Year.  Notwithstanding the foregoing,
when an employee first becomes an Eligible Employee, he or she may make a
deferral election no later than thirty (30) days after becoming an Eligible
Employee, so long as the deferral election applies to Compensation and Excess
Compensation earned during the Plan Year after the date of the deferral
election. Deferral elections shall remain in effect with respect to any future
Plan Year unless a new election with respect to such Plan Year is filed in
accordance with Section 4.3.


 


Section 4.2             Form of Payment Elections.  At
the time of the Participant’s deferral election, he or she shall also select a:
(i) time of payment of his or her vested Account Balance and (b) a
method of payment for such vested Account Balance, which shall be in the form
of either or a combination of:


 


(a)           A
lump sum;


 


(b)           Annual
installments of up to ten (10) years; or


 


(c)           For
distributions in accordance with a Specific Date, annual installments of up to
five (5) years.


 


Section 4.3           Changes
to Time and Form of Payment Elections. 
A Participant may change the form and time of payment that he or she
previously elected by written notice filed with the Board of Review provided:


 


(a)           Such election shall not take effect
until at least twelve (12) months after the date on which the election is made;


 


(b)           In the case of payments not related
to the Participant’s Disability or death, the first payment with respect to
such election must be deferred for a period of not less than five (5) years
from the date such payment would otherwise have been made;


 


(c)           If the Participant had previously
elected to commence payment on a Specific Date, the new payment election shall
not be effective if made less than twelve (12) months prior to the date of the
first scheduled payment;


 


(d)           The Participant may file a new
payment election only while employed by the Company or any other Employer; and


 


(e)           Notwithstanding the foregoing, during
2008, a Participant may elect to change the form of payment without meeting the
requirements above.


 


Section 4.4.            Deferral Contributions Account.  The Board of Review will establish and
maintain or cause to be established and maintained a Deferral Contributions
Account on behalf of each Participant who elects to make Deferral
Contributions.  The Deferral
Contributions Account will be a bookkeeping account maintained by the Company,
and will reflect the Deferral Contributions the Participant has elected to make
to the Plan, as adjusted pursuant to Article VI
to reflect deemed gains and losses, withdrawals and distributions.


 


7
















 


Article V

Employer Contributions


 


Section 5.1                                      Employer
Contributions. For each payroll period, the Company will provide an
Employer Contribution on behalf of each Participant at any time during such
payroll period.  The amount of the
Employer Contribution made for each payroll period commencing on and after the
Effective Date and prior to December 31, 2009 shall equal 6% of the
Compensation of any Participant whose Deferred Contribution election equals at
least 3% of his or her Compensation; provided that for any Participant who, as
of December 31, 2004, was both age 40 or older and employed by an Employer
under the Retirement Savings Plan, an additional 3% of Employer Contributions
shall be credited for each of the 2008 and 2009 Plan Years.  For each payroll period commencing on and
after January 1, 2010, the amount of the Employer Contribution made on
behalf of each Participant shall be in accordance with the following schedule:


 


	
  If the Participant’s

  	
   

  	
  The Employer Contribution as a Percentage

  	
   

  
	
  Deferred Contribution
  Is:

  	
   

  	
  of the Participant’s Compensation Will Be

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2%

  	
   

  	
   

  	
  5%

  	
   

  
	
   

  	
  3%

  	
   

  	
   

  	
  6%

  	
   

  
	
   

  	
  4%

  	
   

  	
   

  	
  61⁄2%

  	
   

  
	
   

  	
  5% or more

  	
   

  	
   

  	
  7%

  	
   

  



 


The Compensation
Committee of the Company’s Board of Directors (“Committee”) may provide for
additional Employer Contributions to be made on behalf of Participants at such
time and in such manner as the Committee shall determine at its sole
discretion.


 


Section 5.2                                      Employer
Contributions Account.  The Board of
Review will establish and maintain or cause to be established and maintained an
Employer Contributions Account on behalf of each Participant who is credited
with Employer Contributions.  The
Employer Contributions Account will be a bookkeeping account maintained by the
Company, and will reflect the Employer Contributions that have been credited to
the Participant, as adjusted pursuant to Article VI
to reflect deemed gains and losses, withdrawals and distributions.


 


Article VI

Deemed Earnings on Account Balances


 


Section 6.1                                      Deemed
Investments.


 


(a)                                  Each
Participant may designate from time to time, in the manner prescribed by the
Board of Review, that all or a portion of his or her Deferral Contributions Account be deemed to be invested in one or more
Permitted Investments.  The Board of
Review will establish rules governing the dates as of which amounts will
be deemed to be invested in the Permitted Investments chosen by the
Participant, and the time and manner in which amounts will be deemed to be
transferred from one Permitted Investment to another, pursuant to a Participant’s
election to change his or her deemed investments.  The Board of Review will also establish a
default Permitted Investment, in which the Deferral Contributions Account and
Employer 


 


8

















 


Contributions Account of a Participant who
fails to make an investment election will be deemed to be invested.


 


(b)                                 Each
Account will be deemed to receive all interest, dividends, earnings and other
property that would be received by it if it were actually invested in the
Permitted Investment in which it is deemed to be invested.  Similarly, each Account will be deemed to
suffer all investment losses and other
diminutions it would suffer if it were actually invested in the Permitted
Investment in which it is deemed to be invested.  Gains and losses will be credited to or
debited from each Account at the times and in the manner specified by the Board
of Review.


 


(c)                                  Elections
required or permitted to be made pursuant to this Article VI
must be made only by the Participant. 
Notwithstanding the foregoing, if a Participant dies before his or her
entire vested Account Balance is distributed, or if the Board of Review
determines that a Participant is legally
incompetent or otherwise incapable of managing his or her own affairs, the
Board of Review may itself make Plan elections on behalf of the Participant, or
may declare that the Participant’s designated beneficiary, legal representative
or near relative will be permitted to make Plan elections on behalf of the
Participant.


 


Section 6.2                                      Crediting
of Deferrals and Contributions.  The
Company will credit all Deferral Contributions to a Participant’s Deferral
Contributions Account within a reasonable period of time after the date they
would have been paid to the Participant if the Participant had not elected to defer them. 
The Company will credit all Employer Contributions made on a Participant’s
behalf to the Participant’s Employer Contributions Account within a reasonable
period after the date they would have been contributed to the Retirement Savings
Plan.


 


Section 6.3                                      Statement
of Accounts.  Within a reasonable
period of time after the end of each calendar quarter, the Board of Review will
furnish each Participant with a
statement showing the value of his or her Account as of the end of that calendar
quarter.


 


Article VII

Establishment of Trust


 


Section 7.1                                      Establishment
of Trust.  The Company has
established a grantor trust in order to accumulate assets to pay Plan
obligations, which is an irrevocable trust subject to the jurisdiction of U.S. federal
courts and which may hold an insurance contract or contracts and/or such other
assets as determined by the Company.  The
assets and income of the trust will be subject to the claims of the Company’s
creditors in the event of the Company’s bankruptcy or insolvency.  The establishment or maintenance of the trust
will not affect the Company’s liability to pay Plan benefits, except that the
liability shall be reduced to the extent assets of the trust are used to pay
Plan benefits.  A Participant will have
no claim in any asset of the trust, or in specific assets of the Company or any
Employer, and will have the status of a general unsecured creditor for any
amounts due under this Plan.


 


Article VIII

Vesting of Plan Benefits


 


Section 8.1                                      Vesting
of Accounts.  Each Participant will
at all times be fully vested in his or her Deferral Contributions Account.  The vested percentage of a Participant’s
Employer Contributions Account will be computed in accordance with the
following schedule:


 


9

















 


	
  If the Participant’s

  	
   

  	
  The Vested Percentage of

  	
   

  
	
  Number of Years of

  	
   

  	
  His Employer Contributions

  	
   

  
	
  Credited Service Is:

  	
   

  	
  Account Will Be:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than 3 years

  	
   

  	
   

  	
  0%

  	
   

  
	
  3 years or more

  	
   

  	
   

  	
  100%

  	
   

  



 


Section 8.2                                      Forfeitures.  The portion of a Participant’s Employer
Contributions Account that is not fully vested will become a forfeiture upon
separation from service and will be
applied to reduce Employer Contributions.


 


Notwithstanding the foregoing, each Participant will be 100% vested in
his or her Participant’s Employer Contributions Account on the date such
Participant reaches his or her Retirement Date.


 


Article IX

Payment of Account Balances


 


Section 9.1                                      Normal
Form of Payment.  The vested
portion of a Participant’s Account Balance shall be paid to him or her (or, if
the Participant has died, to his or her designated beneficiary) in a lump sum.


 


Section 9.2                                      Optional
Forms of Payment.  While the primary form of payment is the lump
sum, a Participant may elect to have all or a part of the vested portion of his
or her Account Balance paid in annual installments as specified in Section 4.2.


 


Section 9.3                                      Benefits
Commencement Date.  Payment to the
Participant (or to the Participant’s beneficiary in the event of his or her
death) of the lump sum or installments shall commence as soon as
administratively practicable, but no later than sixty (60) days following the
earliest of separation from service, death or Disability, or upon or Change in
Control or a Specific Date.


 


Section 9.4                                      Delayed
Payments for Officers. 
Notwithstanding the foregoing, except for payments made upon a Specific
Date, death, Disability or Change in Control, no payments shall be made to a
Participant who is an officer (as defined in Code Section 416(i)) of the
Company until on or after the first day of the seventh calendar month following
the Participant’s separation from service, at which time all payments delayed
during the preceding six (6) month period shall be paid within thirty (30)
days.  The Board of Review may establish
a minimum amount of any installment payment to be made under the Plan.


 


Section 9.5                                      Cash
Out of Small Balances.  Notwithstanding any other provision, if a
separated Participant’s vested Account Balance is not greater than the limit on
deferrals under Code Section 402(g), then such Account Balance shall be
paid to the Participant in a lump sum on or before the later of December 31
of the year in which his or her separation from service occurs or the 15th day of the third month following separation from
service.


 


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Section 9.6                                      Payments
in the Event of Unforeseeable Emergency. 
A Participant or beneficiary may request, in the manner and within the
time constraints established by the Board of Review, to receive an emergency
payment of some or all of his or her vested Account Balance; provided the
Participant has requested the maximum amount of in-service distributions and
loans available to him or her under the Retirement Savings Plan.  The Board of Review will authorize an
emergency payment under this Section 9.6 only if the Participant or
beneficiary experiences an unforeseeable
emergency.  An emergency payment must be
limited to the amount the Participant or beneficiary reasonably needs to satisfy the unforeseeable
emergency plus an amount necessary to pay taxes reasonably anticipated to
result from the payment.  An
unforeseeable emergency is severe financial hardship to the Participant or
beneficiary resulting from:


 


(a)                                  a
sudden and unexpected illness or accident to the Participant or beneficiary or
to a dependent thereof (as defined in Code Section 152); or


 


(b)                                 the
Participant or beneficiary losing his or her property due to casualty.


 


Whether a Participant or beneficiary suffers an unforeseeable emergency
depends upon the facts of each case; in no event, however, may the Participant
or beneficiary receive an emergency payment if his or her hardship is or may be
relieved through reimbursement or compensation by insurance or otherwise, by
liquidation of the Participant’s or beneficiary’s assets (to the extent
liquidation of those assets would not itself cause severe financial hardship)
or by ceasing to make deferrals under the Plan. 
The need to send a Participant’s or beneficiary’s child to college or the
desire to purchase a home are not unforeseeable emergencies.


 


Section 9.7                                      Designation
of Beneficiaries.  Each Participant
may name any person or persons to whom his or her vested Account Balance will
be paid if the Participant dies before
they have been fully distributed.  Each
beneficiary designation will revoke all prior beneficiary designations made by
that Participant.  The Board of Review
will designate the time and manner in which a Participant must made a
beneficiary designation, but will not require a Participant to obtain the
consent of his or her current beneficiary to the naming of a new or additional
beneficiaries.  A beneficiary designation
will be effective only if it meets the requirements specified by the Board of
Review.  If a Participant fails to
designate a beneficiary, or if the Participant’s beneficiary dies before the
Participant does or before receiving the full amount to which he or she is
entitled, the Board of Review may, in its discretion, pay the vested portion of
the Participant’s Account Balance (or the portion that remains unpaid) to one
or more of the Participant’s relatives by blood, adoption or marriage, in the
proportions it determines, or to the legal representative of the estate of the
later to die of the Participant and his or her designated beneficiary.


 


Section 9.8                                      Change
in Control.  In the event of a Change
in Control, the Company may, at its sole discretion, terminate the Plan (and
each similar arrangement) within thirty (30) days after the Change in Control
and each Participant or beneficiary shall immediately receive a lump sum
payment of his or her entire Account Balance.


 


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Article X

Amendment and Termination


 


Section 10.1                                Amendment
and Termination.  The Company may
amend or terminate the Plan by action of its Board, or by action of an officer
or Company employee or Board of Review authorized by the Company’s Board to
amend the Plan, provided that Section 2.6,
Section 2.25, and Section 9.3 may not be amended or deleted, nor
superseded by any other provision of the Plan during the pendency of a
Potential Change in Control and during the period beginning on the date of a
Change in Control and ending on the date five (5) years following such
Change in Control.  Any Employer may
terminate its participation in the Plan at any time by appropriate action, in
its discretion.  The Plan will
automatically terminate as to any Employer upon termination of the Employer’s
participation in the Retirement Savings Plan. 
No amendment or termination of the Plan shall, without the express
written consent of the affected current or former Participant or beneficiary,
reduce or alter any Participant’s or beneficiary’s vested Account Balance.  Notwithstanding the foregoing, payments of
all Participants’ and beneficiaries’ vested Account Balances shall be made upon
Plan termination if the Company terminates all non-qualified deferred
compensation arrangements of the same type (for example, all account balance
arrangements) at the same time that this Plan is terminated; except for
payments that are payable if the termination had not occurred, the Company
makes no payments to Participants and beneficiaries for twelve (12) months, but
makes all payments within twenty-four (24) months; and the Company adopts no
new non-qualified deferred compensation arrangement of the same type for five (5) years.


 


Article XI

General Provisions


 


Section 11.1                                Non-Alienation
of Benefits.  A Participant’s rights
to Plan benefits cannot be granted, transferred, pledged or otherwise assigned,
in whole or in part, by the voluntary or involuntary acts of any person, or by
operation of law, and will not be liable or taken for any obligation of the
Participant.  Any attempted grant, transfer,
pledge or assignment of a Participant’s rights to a Plan Benefit will be null
and void and without any legal effect.


 


Section 11.2                                Withholding
for Taxes.  Notwithstanding anything
contained in this Plan to the contrary, each Employer will withhold from any
distribution, deferral or accrual under the Plan whatever amount or amounts may
be required to comply with the tax withholding provisions of the Code or any State income tax act for purposes of paying
any income, estate, inheritance, employment or other tax attributable to any
amounts distributable or creditable under the Plan.


 


Section 11.3                                Immunity
of Board of Review Members.  The
members of the Board of Review may rely upon any information, report or opinion
supplied to them by any officer of an Employer or any legal counsel, independent
public accountant or actuary, and will be fully protected in relying on any
such information, report or
opinion.  No member of the Board of
Review will have any liability to the Company, any Employer or any Participant,
former Participant, designated beneficiary, person claiming under or through
any Participant or designated beneficiary, or other person interested or
concerned in connection with any Plan decision made by that member of the Board
of Review, so long as the decision was based on any such information, report or
opinion, and the Board of Review member relied on it in good faith.


 


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Section 11.4                                Plan
Not to Affect Employment Relationship. 
Neither the adoption of the Plan nor its operation will in any way be
deemed to give any person the power to remain in the employ of the Company, any
Employer or any of its affiliates, or in any way affect the right and power of
an Employer to dismiss or otherwise terminate the employment, or change the terms
of employment or amount of compensation,
of any Participant at any time, for any reason or without cause.  By accepting any payment under this Plan,
each Participant, former Participant, and designated beneficiary, and each
person claiming under or through a Participant, former Participant or
designated beneficiary, is conclusively bound by any action or decision taken
or made under the Plan by the Board of Review, the Company or any Employer.


 


Section 11.5                                Action
by the Employers.  Any action
required or permitted to be taken under the Plan by an Employer must be taken
by its board of directors, by a duly authorized committee of its board of
directors, or by a person or persons authorized by its board of directors or an
authorized committee.


 


Section 11.6                                Notices.  Any notice required to be given by the
Company, any Employer or the Board of Review must be in writing and must be
delivered in person, by registered mail,
return receipt requested, or by regular mail, telecopy or electronic mail.  Any notice given by mail will be deemed to
have been given on the date it was mailed, correctly addressed to the last
known address of the person to whom the notice is to be given.


 


Section 11.7                                Gender,
Number and Headings.  Except where
the context otherwise requires, in this Plan the masculine gender includes the
feminine, the feminine includes the masculine, the singular includes the
plural, and the plural includes the singular. 
Headings are inserted for convenience only, are not part of the Plan, and are not to be considered in the Plan’s
construction.


 


Section 11.8                                Controlling  Law. 
The Plan will be construed according to the internal laws of Illinois,
to the extent they are not preempted by
any applicable federal law.


 


Section 11.9                                Successors.  The Plan is binding on all persons entitled
to benefits under it, on their respective heirs and legal representatives, on
the Board of Review and its successor, and on the Company and any Employer and
their successors, whether by way of merger, consolidation, purchase or otherwise.  Subject to Article X
concerning the Company’s authority to terminate the Plan and the effects of a
Change in Control, the Plan shall not be terminated as a result of, or in
connection with, a transfer or sale of assets of the Company or by the reorganization,
merger or consolidation of the Company into or with any other corporation or
other entity, but the Plan shall be continued after such transfer, sale,
reorganization, merger or consolidation to the extent that the transferee,
purchaser or successor entity agrees to continue the Plan.  In the event that the transferee, purchaser
or successor entity does not continue the Plan, then the Plan shall terminate
subject to the requirement that payment of all Participants’ vested Account
Balances shall not be paid immediately but instead shall be made according to Article IX following a termination of employment.


 


Section 11.10                          Severability.  If any provision of the Plan is held to be
illegal or invalid for any reason, that illegality or invalidity will not
affect the remaining provisions of the Plan, and the Plan will be enforced and
administered, from that point forward, as if the invalid provisions had never been part of it.


 


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Section 11.11                          Subsequent
Changes.  All benefits to which any
Participant, designated beneficiary or other person is entitled under this Plan
will be determined according to the terms of the Plan as in effect when the
Participant ceases to be an Eligible Employee, and will not be affected by any subsequent change in Plan provisions, unless
the Participant again becomes an Eligible Employee, or unless and to the extent
the subsequent change expressly applies to the Participant, his or her
designated beneficiary or other person claiming through or on behalf of the
Participant or designated beneficiary.


 


Section 11.12                          Benefits
Payable to Minors, Incompetents and Others. 
If any benefit is payable to a minor, an incompetent, or a person
otherwise under a legal disability, or to a person the Board of Review
reasonably believes to be physically or mentally incapable of handling and
disposing of his or her property, the
Board of Review has the power to apply all or any part of the benefit directly
to the care, comfort, maintenance, support, education or use of the person, or
to pay all or any part of the benefit to the person’s parent, guardian,
committee, conservator or other legal representative, to the individual with
whom the person is living, or to any other individual or entity having the care
and control of the person.  The Plan, the
Board of Review, the Company, any Employer and their employees and agents will
have fully discharged their responsibilities to the Participant or beneficiary
entitled to a payment by making payment under this Section 11.12.


 


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