Exhibit 10.8(b)


 


HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN


 


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 Original Abbott
Option Grant Date specified below, the Participant received a non-qualified
stock option to purchase common shares of Abbott Laboratories.  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 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” of this Option is $                    per
share.


 


(d)                                 The
“Original Abbott Option Grant Date” is                    .


 


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.  The number of Covered
Shares which may be purchased, subject to the Option Terms, on any date on or
after the Grant Date shall be in the same ratio to the total number of Covered
Shares on the Grant Date, as the number of shares that could have been
purchased on that date under the Cancelled Abbott Option is to the total number
of shares which were subject to the Cancelled Abbott Option.


 


(a)                                  Notwithstanding
the foregoing provisions of this paragraph 4, 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 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
ten-year anniversary of the Original Abbott Option Grant Date;


 


(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 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


 


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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.


 


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)


 


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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.


 


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.


 


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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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