Exhibit 10.6(d)


 


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 Sumant Ramachandra.


 


(b)           The “Grant
Date” is September 30, 2008.


 


(c)           The
number of shares of “Covered Shares” awarded under this Agreement is 15,000.  “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 March 31, 2008 between Hospira and Brian R. Woodworth.” 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.


 


2

















 


(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.


 


* * * * * * *


 


3

















 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Sumant Ramachandra

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Hospira, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
  Chairman & Chief Executive Officer

  



 


4