Exhibit 10.8(g)


 


HOSPIRA
2004 LONG-TERM STOCK INCENTIVE PLAN


 


NQSO
TERMS


 


NON-EMPLOYEE
DIRECTOR AWARD


 


The Participant has been
granted an Option by Hospira, Inc. (the “Company”) under the terms of the
Hospira 2004 Long-Term Stock Incentive Plan (the “Plan”).  The Option shall be subject to the following
terms and conditions (the “Option Terms”):


 


1.                                       Terms
of Award.  The following  words and phrases relating to the grant of
the Option shall have the following meanings:


 


(a)                                  The
“Participant” is                               .


 


(b)                                 The
“Grant Date” is                                            .


 


(c)                                  The
number of “Covered Shares” shall be                         
shares of Stock.


 


(d)                                 The
“Exercise Price” is $               
per share.


 


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.


 


2.                                       Non-Qualified
Stock Option.  The Option is not
intended to constitute an “incentive stock option” as that term is used in Code
section 422.


 


3.                                       Date
of Exercise.  Subject to the
limitations of the Option Terms, as of the Grant Date one-third of the Covered
Shares (rounded up) may be purchased; as of the one-year anniversary of the
Grant Date two-thirds of the Covered Shares (rounded up) may be purchased; as
of the two-year anniversary of the Grant Date the Option may be exercised in
full, provided the Expiration Date has not occurred prior to such dates.


 


(a)                                  Notwithstanding
the foregoing provisions of this paragraph 3, the Option shall become fully
exercisable upon a Change in Control that occurs on or before the Date of
Termination.


 


(b)                                 The
Option may be exercised (prior to or following the Date of Termination) only as
to that portion of the Covered Shares for which may be purchased under the
foregoing schedule, as of the date of exercise.


 


(c)                                  The
Covered Shares shall continue to become exercisable pursuant to this
Section 3 until the Expiration Date, as defined in Section 4.


 


4.                                       Expiration.  The Option shall not be exercisable after
the Company’s close of business on the last business day that occurs prior to
the Expiration Date.  The “Expiration
Date” shall be the earliest to occur of:


 

















 


(a)                                  the
ten-year anniversary of the Grant Date;


 


(b)                                 if
the termination of service occurs for reasons other than death, Retirement (as
defined in Section 7) or for Cause (as defined in section 7), the
three-month anniversary of the Date of Termination (as defined in
Section 7); provided, however, that if the Participant dies during such
three month period following the Date of Termination, then the three-month
anniversary of the date of death;


 


(c)                                  in
the event of the Director’s voluntary Retirement, which occurs prior to the
90-day anniversary of the Grant Date, the date of such Retirement; or


 


(d)                                 the
date on which the Participant engages in conduct which constitutes Cause.


 


5.                                       Method
of Option Exercise.  Subject to the
Option Terms and the Plan, the Option may be exercised in whole or in part by
filing a written notice with the Secretary of the Company at its corporate
headquarters prior to the Company’s close of business on the last business day
that occurs prior to the Expiration Date. 
Such notice shall specify the number of shares of Stock which the
Participant elects to purchase, and shall be accompanied by payment of the
Exercise Price for such shares of Stock indicated by the Participant’s
election. Payment may be by cash or by check payable to the Company, or except
as otherwise provided by the Committee before the Option is exercised: (i) all
or a portion of the Exercise Price may be paid by the Participant by delivery
of shares of Stock (by actual delivery or by attestation) owned by the
Participant and acceptable to the Committee having an aggregate Fair Market
Value (valued as of the date of exercise) that is equal to the amount of cash
that would otherwise be required; and (ii) the Participant may pay the Exercise
Price by authorizing a third party to sell shares of Stock (or a sufficient
portion of the shares) acquired upon exercise of the Option and remit to the
Company a sufficient portion of the sale proceeds to pay the entire Exercise
Price and any tax withholding resulting from such exercise.  Except as otherwise provided by the Committee,
payments made with shares of Stock in accordance with clause (i) above shall be
limited to shares held by the Participant for not less than six months prior to
the payment date.  The Option shall not
be exercisable if and to the extent the Company determines that such exercise
would violate applicable state or Federal securities laws or the rules and
regulations of any securities exchange on which the Stock is traded, and shall
not be exercisable during any blackout period established by the Company from
time to time.


 


6.                                       Transferability.  Except as otherwise provided by the
committee, the Option is not transferable by the Participant other than by will
or by the laws of descent and distribution, and during the Participant’s life,
may be exercised only by the Participant. 
It may not be assigned, transferred (except as aforesaid), pledged or
hypothecated by the Participant in any way whether by operation of law or
otherwise, and shall not be subject to execution, attachment or similar
process.  Any attempt at assignment,
transfer, pledge or hypothecation, or other disposition of this Option contrary
to the provisions hereof, and the levy of any attachment or similar process
upon this option, shall be null and void and without effect.


 


7.                                       Definitions.  For purposes of the Option Terms, words and
phrases shall be defined as follows:


 


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(a)                                  Cause.  The term “Cause” shall mean, in the sole
opinion and discretion of the Committee, the Participant has (i) engaged in a
material breach of the Company’s code of business conduct, (ii) committed an
act of fraud, embezzlement or theft in connection with the Participant’s duties
or in the course of service as a Board member, or (iii) wrongfully disclosed
secret processes or confidential information of the Company or its
subsidiaries.


 


(b)                                 Date
of Termination.  The term “Date of
Termination” means the day following the last date on which the Participant
serves as a Director for the Company.


 


(c)                                  Retirement.  “Retirement” of the Participant means, the
voluntary termination by the Director following attainment of age 65.


 


8.                                       Heirs
and Successors.  The Option Terms
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 exercisable by the Participant or benefits
deliverable to the Participant under the Option Terms have not been exercised
or delivered, respectively, at the time of the Participant’s death, such rights
shall be exercisable by the Designated Beneficiary, and such benefits shall be
delivered to the Designated Beneficiary, in accordance with the provisions of
the Option Terms 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 the Option
Terms or before the complete distribution of benefits to the Designated
Beneficiary under the Option Terms, 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.


 


9.                                       Administration.  The authority to manage and control the
operation and administration of the Option Terms shall be vested in the
Committee, and the Committee shall have all powers with respect to the Option
Terms as it has with respect to the Plan. Any interpretation of the Option
Terms by the Committee and any decision made by it with respect to the Option
Terms is final and binding on all persons.


 


10.                                 Plan
Governs. Notwithstanding anything in the Option Terms to the contrary, the
Option Terms 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;
and the Option Terms is subject to all interpretations, amendments, rules and
regulations promulgated by the Committee from time to time pursuant to the
Plan.


 


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11.                                 Notices.  Any written notices provided for in the
Option Terms or the Plan shall be in writing and shall be deemed sufficiently
given if either hand delivered or if sent by fax or overnight courier, or by
postage paid first class mail. Notices sent by mail shall be deemed received
three business days after mailing but in no event later than the date of actual
receipt. Notices shall be directed, if to the Participant, at the Participant’s
address indicated by the Company’s records, or if to the Company, at the
Company’s principal executive office.


 


12.                                 Fractional
Shares. In lieu of issuing a fraction of a share upon any exercise of the
Option, resulting from an adjustment of the Option pursuant to paragraph 4.2(f)
of the Plan or otherwise, the Company will be entitled to pay to the
Participant an amount equal to the fair market value of such fractional share.


 


13.                                 No
Rights As Shareholder.  The
Participant shall not have any rights of a shareholder with respect to the
shares subject to the Option, until a stock certificate has been duly issued
following exercise of the Option as provided herein.


 


14.                                 Amendment.  The Option Terms 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.


 


IN WITNESS WHEREOF, the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Grant Date.


 


	
   

  	
  Hospira,
  Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  



 


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