Exhibit 10.8(c)


 


HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN


 


REPLACEMENT NQSO TERMS


 


CONVERSION STOCK OPTION AWARD


 


The Participant specified below has been granted this
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.                                       Grant
of Award.  As of the Abbott
Replacement Option Grant Date specified below, the Participant received a
“replacement” non-qualified stock option to purchase common shares of Abbott
Laboratories (the “Abbott Replacement Option”).  The Abbott Replacement Option was previously granted by Abbott
with respect to an Abbott option (the “Original Abbott Option”).  Pursuant to the terms governing the
distribution of the shares of the Company to the shareholders of Abbott
Laboratories (the “Distribution”), the portion of such Abbott Replacement
Option which was outstanding immediately prior to the Distribution was
cancelled (the “Cancelled Abbott Option”) and the Participant is hereby granted
this Option as of the Distribution (the “Grant Date”).


 


2.                                       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
number of “Covered Shares” under this Option is                            shares
of Stock.


 


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


 


(d)                                 The
last day of the term of the Original Abbott Option is                            .


 


(e)                                  The
“Abbott Replacement Option Grant Date” was                            .


 


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.


 


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


 


4.                                       Date
of Exercise.  Subject to the
limitations of the Option Terms, this Option may be exercised only within the
time periods and subject to the conditions described below.  This Option may be exercised after the
six-month anniversary of the Abbott Replacement Option Grant Date.  In no event shall this Option be exercisable
on or after the date on which the Original Abbott Option would have terminated
or at any other time when the Original Abbott Option would not have been
exercisable.


 

















 


(a)                                  Notwithstanding
the foregoing provisions of this paragraph 4, the Option shall become 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 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 4 until the Expiration Date, as defined in Section 5.


 


5.                                       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
last day of the term of the Original Abbott Option;


 


(b)                                 if
the termination of employment occurs for reasons other than death, Disability
(as defined in Section 10) or Retirement (as defined in Section 10),
the three-month anniversary of the Date of Termination (as defined in
Section 10); 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)                                  the
date on which the Participant engages in conduct which constitutes Cause; or


 


(d)                                 the
date on which the Participant, at any time prior to the one-year anniversary of
the Date of Termination, engages, directly or indirectly, for the benefit of
the Participant or others, in any activity, employment or business which, in
the sole opinion and discretion of the Committee, is competitive with the
Company or any of its Subsidiaries.


 


6.                                       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 prior to exercise, payments made with shares of Stock in accordance
with clause (i) above shall be limited to


 


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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.


 


7.                                       Withholding.  The exercise of the Option is subject to
withholding of all applicable taxes.  At
the election of the Participant, and subject to such rules and limitations as
may be established by the Committee from time to time, such withholding
obligations may be satisfied (i) through cash payment by the Participant; (ii)
through the surrender of shares of Stock by (actual delivery or by attestation)
which the Participant already owns (provided, however, that to the extent
shares described in this clause (ii) are used to satisfy more than the minimum
statutory withholding obligation, as described below, then, except as otherwise
provided by the Committee, payments made with shares of Stock in accordance
with this clause (ii) shall be limited to shares held by the Participant for
not less than six months prior to the payment date); or (iii) through the
surrender of shares of Stock to which the Participant is otherwise entitled
under the Plan; provided, however, that such shares under this clause (iii) may
be used to satisfy not more than the Company’s minimum statutory withholding
obligation (based on minimum statutory withholding rates for Federal and state
tax purposes, including payroll taxes, that are applicable to such supplemental
taxable income).


 


8.                                       Replacement Options.  In the event that all or a portion of the
Exercise Price, or taxes incurred in connection with the exercise of the
Option, are paid with the delivery (or in the case of payment of taxes, the
withholding of shares) of other shares of Stock, the Participant shall be
granted a non-qualified stock option (the “Replacement Option”) to purchase a
number of shares of Stock equal to the number of shares of stock surrendered
(by actual delivery or by attestation) to satisfy the Exercise Price plus the
number of shares surrendered (by actual delivery or attestation) or withheld to
satisfy the Participant’s tax liability; provided, that, as of the time of
exercise, the Fair Market Value of a share of Stock is at least 125% of the
Exercise Price.  The Replacement Option
shall have an Exercise Price equal to 100% of the of the Fair Market Value of
Stock on the date such Replacement Options are granted, shall be first
exercisable after the six-month anniversary of the date of grant of the
Replacement Option and shall have an expiration date of the original Option.


 


9.                                       Transferability.  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.


 


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


 


(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 employment, 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 first day occurring on or after the Grant Date on which
the Participant is not employed by the Company or any Subsidiary, regardless of
the reason for the termination of employment; provided that a termination of
employment shall not be deemed to occur by reason of a transfer of the
Participant between the Company and a Subsidiary or between two Subsidiaries;
and further provided that the Participant’s employment shall not be considered
terminated while the Participant is on a leave of absence from the Company or a
Subsidiary approved by the Participant’s employer.  If, as a result of a sale or other transaction, the Participant’s
employer ceases to be a Subsidiary (and the Participant’s employer is or
becomes an entity that is separate from the Company), and the Participant is
not, at the end of the 30-day period following the transaction, employed by the
Company or an entity that is then a Subsidiary, then  the occurrence of such transaction shall be treated as the
Participant’s Date of Termination caused by the Participant being discharged by
the employer.


 


(c)                                  Disability.  The term “Disability” shall mean the
Participant’s disability as defined in the Hospira Extended Disability Plan,
whether or not such Participant is a participant in such disability plan, for a
period of twelve (12) consecutive months.


 


(d)                                 Retirement.  . 
“Retirement” of the Participant means, the occurrence of the
Participant’s Date of Termination on or after the date (i) the Participant
reaches the age of 50 and has 10 years of combined service with the Company or
its Subsidiaries (as determined by the Committee), or (ii) the Participant
retires pursuant to the provisions of any defined benefit retirement plan
sponsored by the Company or its Subsidiaries that is then applicable to the
Participant, all of the foregoing as approved by the Committee..


 


11.                                 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.


 


12.                                 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.


 


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13.                                 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.


 


14.                                 Not
An Employment Contract. The Option will not confer on the Participant any
right with respect to continuance of employment or other service with the
Company or any Subsidiary, nor will it interfere in any way with any right the
Company or any Subsidiary would otherwise have to terminate or modify the terms
of such Participant’s employment or other service at any time.


 


15.                                 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.


 


16.                                 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 3.4 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.


 


17.                                 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.


 


18.                                 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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