Exhibit 10.8(f)


 


HOSPIRA
2004 LONG-TERM STOCK INCENTIVE PLAN


 


NON-EMPLOYEE
DIRECTOR 

RESTRICTED STOCK AGREEMENT


 


THIS AGREEMENT, entered
into as of the Grant Date (as defined in paragraph 1), by and between the
Director and Hospira (the “Company”);


 


WITNESSETH
THAT:


 


WHEREAS, the Company
maintains the Hospira 2004 Long-Term Stock Incentive Plan (the “Plan”), which
is incorporated into and forms a part of this Agreement, the Director has
agreed to serve as a Director of the Company, and the Director has been
selected by the committee administering the Plan (the “Committee”) to receive a
Restricted Stock Award under the Plan;


 


NOW, THEREFORE, IT IS
AGREED, by and between the Company and the Director, as follows:


 


1.                                       Terms
of Award.  The following terms used
in this Agreement shall have the meanings set forth in this paragraph 1:


 


(a)                                  The
“Director” is                              .


 


(b)                                 The
“Grant Date” is                              .


 


(c)                                  The
number of shares of “Covered Shares” awarded under this Agreement is             
shares.  “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 Director is hereby granted the number of
Covered Shares set forth in paragraph 1.


 


3.                                       Dividends
and Voting Rights.  The Director
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 Director 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 Director has forfeited those Covered Shares.  The Director shall be entitled to vote the
Covered Shares during the Restricted Period to the same extent as would have
been applicable to the Director if the Director was then vested in the shares;
provided, however, that the Director 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 Director 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 Director 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 Director 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                            
between Hospira and [insert participant
name].”  Upon lapse of the
Restriction Period, the Director 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
one-year anniversary of the Grant Date;


 


(b)                                 The
first regularly scheduled shareholders meeting following the Grant Date;


 


(c)                                  The
Date of Termination which occurs due to the Director’s death or Disability; or


 


(d)                                 The
date of a Change in Control that occurs on or before the Date of Termination.


 


6.                                       Forfeiture
of Shares.  If the Date of
Termination (as defined below) occurs during the Restricted Period, the
Director 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 date of grant
and continuing for all periods while the Director is actively serving as a
Director of the Company (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
Director 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.


 


2

















 


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 day following the last date on which the Director serves
as a Director for the Company


 


(b)                                 Disability.  The term “Disability” shall mean the
Participant’s inability, by reason of physical or mental impairment, to perform
the services required of a director of the Company, as shall be determined in
the sole discretion of the Board.


 


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 Director or benefits distributable to the Director under this
Agreement have not been exercised or distributed, respectively, at the time of
the Director’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 Director in a writing
filed with the Committee in such form and at such time as the Committee shall
require.  If a deceased Director fails
to designate a beneficiary, or if the Designated Beneficiary does not survive
the Director, any rights that would have been exercisable by the Director and
any benefits distributable to the Director shall be exercised by or distributed
to the legal representative of the estate of the Director.  If a deceased Director designates a
beneficiary and the Designated Beneficiary survives the Director 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 Director 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 Director and the Company without the consent of any other
person.


 


* * * * * * *


 


3

















 


IN WITNESS WHEREOF, the
Director 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.


 


	
   

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hospira

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
						



 


4