Exhibit 10.10


 


HOSPIRA, INC. NON-EMPLOYEE
DIRECTORS’ FEE PLAN


 


SECTION 1

PURPOSE


 


Hospira, Inc.
Non-Employee Directors’ Fee Plan (the “Plan”) has been established by Hospira,
Inc. (the “Company”), effective as of April 30, 2004 (the “Effective
Date”) to attract and retain as members of its Board of Directors persons who
are not employees of the Company or any of its subsidiaries but whose business
experience and judgment are a valuable asset to the Company and its
subsidiaries.  The Plan provides for the
payment to Directors of fees in the form of some or all of the following:
Annual Retainer Fees, Committee Chairman Fees, Meeting Fees and Restricted
Stock awards (generally, the “Director Fees”).


 


SECTION 2

DIRECTORS COVERED


 


As used in the Plan, the
term “Director” means any person who is elected to the Board of Directors of
the Company as of the Effective Date or at any time thereafter, and is not an
employee of the Company or any of its subsidiaries.


 


SECTION 3

FEES PAYABLE TO DIRECTORS


 


3.1                                 Annual
Retainer Fee.  Each Director shall
be entitled to an annual retainer fee (the “Retainer Fee”) to be paid
quarterly, on the last business day of each calendar quarter for which the
Director served in the capacity as a Director (excluding, on a pro rata basis,
the partial month in which he is first elected a Director and any whole months
in which he did not serve in such capacity). 
The amount of the Annual Retainer Fee shall be as determined from time
to time in the sole discretion of the Board of Directors of the Company (the
“Board”), with such amount initially set at Fifty Thousand Dollars ($50,000.00)
per year.


 


3.2                                 Committee
Chairman Fee.  A Director who serves
as Chairman of any committee created by the Board shall be entitled to an
additional annual retainer fee (the “Committee Chairman Fee”) to be paid
quarterly, on the last business day of each calendar quarter for which the
Director served in the capacity as a committee chairman (excluding, on a pro
rata basis, the partial month in which he is first selected to be the committee
chairman and any whole months in which he did not serve in such capacity).  The amount of the Committee Chairman Fee
shall be as determined from time to time in the sole discretion of the Board,
with such amount initially set at Five Thousand Dollars ($5,000.00) per year.


 


3.3                                 Meeting
Fees.  A Director who attends a
meeting of the Board or any committee thereof 
shall be entitled to an additional fee (the “Meeting Fee”) to be paid on
the last business day of each calendar quarter in which the meeting was
held.  The amount of the Meeting Fee
shall be as determined from time to time in the sole discretion of the Board,
with such amount initially set at One Thousand Dollars ($1,000.00) for each
Board or Committee Meeting attended in person and Five Hundred Dollars
($500.00) for each meeting attended other than in person, in a manner
acceptable to the Board.  In the event
there is held one or more committee or Board meetings on the same date, there
will be a Meeting Fee paid for each such meeting for that date.


 

















 


3.4                                 Chairman
of the Board.  As of the Effective
Date, the non-employee Director serving as the Company’s Chairman of the Board
shall be granted a one-time initial option to purchase such number of shares
and under such terms and conditions as shall be determined by the Board at the
time of grant.


 


SECTION 4

RESTRICTED STOCK


 


4.1                                 Annual
Restricted Stock Award.  Each
Director, who is elected a Non-Employee Director at the annual shareholders
meeting (or who retains such position if they were not subject to election at
such meeting), shall be granted shares of Company’s Common Stock, par value
$0.01 per share (the “Stock”), with such stock subject to certain restrictions
set forth below (the “Restricted Stock”). 
The Restricted Stock shall be granted automatically to the Director on
the last business day of the calendar quarter in which the annual shareholder
meeting occurs; provided, however, the first annual Restricted Stock grant
shall be granted as of the Effective Date. 
If more than one shareholder meeting occurs in a given calendar year,
only a single Restricted Stock award shall be granted for such year and such
award shall be granted as of the last business day of the calendar quarter in
which such first shareholder meeting occurs. 
The number of shares covered by the Restricted Stock award shall be
equal to that number of shares whose aggregate value (based on the Fair Market
Value of a share of Stock on the date of grant) equals Fifty Thousand Dollars
($50,000.00), rounded down to the next whole share; provided, however, the
first annual Restricted Stock grant will be equal to that number of shares
whose aggregate value equals Fifty Thousand Dollars ($50,000.00) based on the
opening price of the Company’s Common Stock on the first day of regular-way
trading immediately following the Effective Date, rounded down to the next
whole share.  The term “Fair Market
Value” shall be as defined in the 2004 Plan (as defined in Section 6.6
below).


 


4.2                                 Issuance
of Certificates.  Each certificate
issued in respect of the Restricted Stock Award shall be registered in the name
of the Director and shall be deposited in a bank designated by the Company or
retained by the Company.  The
certification of 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, Inc. and [insert Director
name].”  Upon lapse of the
Restriction Period, the Director shall be entitled to have the legend removed
from certificates representing the shares.


 


4.3                                 Rights.  Upon issuance of the certificates, the
Directors in whose names they are registered shall, subject to the restrictions
of this Section 4, have all of the rights of a shareholder with respect to
the shares represented by the certificate, including the right to vote such
shares and to receive cash dividends and other distributions thereon.


 


4.4                                 Forfeiture
Period.  All Restricted Stock
granted under this Section 4 shall be subject to forfeiture pursuant to
Section 4.5 for a period (the “Forfeiture Period”) commencing with the
date of the award and ending on the earliest of the following events:


 


(i)                                     The
one-year anniversary of the date of grant of Restricted Stock


 


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(ii)                                  The
first regularly scheduled annual shareholders meeting following the date of
grant;


 


(iii)                               The date of the
Director’s death or disability; or


 


(iv)                              The
date of a Change in Control (as defined in Section 5 of the 2004 Plan).


 


4.5                                 Forfeiture.  In the event that the Director’s date of
termination occurs during the Forfeiture Period, the Director shall forfeit any
and all rights and interests with respect to such unvested Restricted Stock (or
Restricted Stock Units, if a Deferral Election, under Section 10 below, is
applicable) and the Company shall have the right to cancel any such
certificates evidencing such Restricted Stock.


 


4.6                                 Restrictions
on Sale.  All Restricted Stock
granted under this Section 4 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”):


 


(i)                                     The
shares may not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of.


 


(ii)                                  Any
additional common shares of the Company issued with respect to shares covered
by Awards granted under this Section 4 as a result of any stock dividend,
stock split or reorganization, shall be subject to the restrictions and other
provisions of this Section 4.


 


(iii)                               A 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.


 


SECTION 5

CHANGE IN CONTROL


 


In the event of a Change
in Control, (i) all Restricted Stock awards shall become fully vested and shall
no longer be subject to the restrictions set forth in Section 4 of this
Plan, and (ii) all Deferred Fees shall be paid to the Director pursuant to such
Director’s Deferral Election.


 


SECTION 6

OPERATION AND ADMINISTRATION


 


6.1                                 Administration.


 


(i)                                     The
Plan and all benefits pursuant hereto shall be administered by the full Board.


 


(ii)                                  The
Board shall have the authority and discretion to interpret and administer the
Plan, to establish, amend and rescind any rules and regulations relating to the
Plan and to determine the terms and provisions of any award agreement made
pursuant


 


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to the Plan.  All questions of
interpretation with respect to the Plan, the benefits established herein, the
number of shares of Stock, or other security, or rights granted and the terms
of any agreements evidencing any of the Director Fees (the “Award Agreements”),
including the timing, pricing, and amounts of Awards, shall be determined by
the Board, and its determination shall be final and conclusive upon all parties
in interest.  In the event of any conflict
between an Award Agreement and this Plan, the terms of this Plan shall govern.


 


(iii)                               Except to the extent
prohibited by applicable law or the applicable rules of a stock exchange, the
Board may delegate to the officers or employees of the Company and its
subsidiaries the authority to execute and deliver such instruments and
documents, to do all such acts and things, and to take all such other steps
deemed necessary, advisable or convenient for the effective administration of
the Plan in accordance with its terms and purpose, except that the Board may
not delegate any discretionary authority with respect to substantive decisions
or functions regarding the Plan or benefits and awards thereunder, including,
but not limited to, decisions regarding the timing, eligibility, pricing,
amount or other material terms of such benefits or awards. Any such delegation
may be revoked by the Board at any time.


 


(iv)                              To
the extent that the Board determines that the restrictions imposed by the Plan
preclude the achievement of the material purposes of the benefit provided
herein in jurisdictions outside the United States, if applicable, the Board
will have the authority and discretion to modify those restrictions as the
Board determines to be necessary or appropriate to conform to applicable
requirements or practices of jurisdictions outside of the United States.


 


6.2                                 Limits
of Liability.


 


(i)                                     Any
liability of the Company or a subsidiary to any Director with respect to an
Award shall be based solely upon contractual obligations created by the Plan
and the applicable Award Agreement.


 


(ii)                                  Neither
the Company nor a subsidiary, nor any member of the Board or any other person
participating in any determination of any question under the Plan, or in the
interpretation, administration or application of the Plan, shall have any
liability to any party for any action taken or not taken in good faith under
the Plan except as may be expressly provided by statute.


 


6.3                                 Rights
of Director.  Nothing contained in
this Plan or in any Award Agreement (or in any other documents related to this
Plan or to any award or Award Agreement) shall confer upon any Director any
right to continue in the service of the Company or a subsidiary, constitute any
contract or limit in any way the right of the Company or a subsidiary to change
such person’s compensation or other benefits or to terminate the service of
such person with or without cause or confer any right on the part of such
person to be nominated for reelection to the Board, to be reelected to the
Board or to be appointed to any committee of the Board.


 


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6.4                                 Form
and Time of Elections.  Any election
required or permitted shall be in writing, and shall be deemed to be filed when
timely delivered to the Secretary of the Company.


 


6.5                                 Action
by Company.  Any action required or
permitted to be taken by the Company shall be by resolution of the Board, or by
action of one or more members of the Board (including a committee of the Board)
who are duly authorized to act for the Board or (except to the extent
prohibited by the provisions of Rule 16b-3, applicable local law, the
applicable rules of any stock exchange, or any other applicable rules) by a
duly authorized officer of the Company.


 


6.6                                 Hospira,
Inc. 2004 Long-Term Stock Incentive Plan. 
Any shares of Stock awarded to, or subject to Awards granted to
Directors under this Plan as Director Fees shall be issued pursuant to the
Hospira, Inc. 2004 Long-Term Stock Incentive Plan (the “2004 Plan”), subject to
all of the terms and conditions herein. 
Except in the event of conflict, all provisions of the 2004 Plan shall
apply to this Plan.  In the event of any
conflict between the provisions of the 2004 Plan and this Plan, this Plan shall
control, provided that the Director Fees granted provided may not exceed the
share limitations set forth in the 2004 Plan.


 


SECTION 7

MISCELLANEOUS


 


7.1                                 Beneficiaries.  Each Director or former Director entitled to
payment of Director Fees hereunder, from time to time may name any person or
persons (who may be named contingently or successively) to whom any Director
Fees earned by him and payable to him are to be paid in case of his death
before he receives any or all of such Director Fees.  Each designation will revoke all prior designations by the same
Director or former Director, shall be in form prescribed by the Company, and
will be effective only when filed by the Director or former Director in writing
with the Secretary of the Company during his lifetime. If a deceased Director
or former Director shall have failed to name a beneficiary in the manner
provided above, or if the beneficiary named by a Director or former Director
dies before him or before payment of all the Director’s or former Director’s
Director Fees, the Company, in its discretion, may direct payment in a single
sum of any remaining Director Fees to either:


 


(i)                                     any
one or more or all of the next of kin (including the surviving spouse) of the
Director or former Director, and in such proportions as the Company determines;
or


 


(ii)                                  the
legal representative or representatives of the estate of the last to die of the
Director or former Director and his last surviving beneficiary.


 


The person or persons to
whom any deceased Director’s or former Director’s Director Fees are payable
under this section will be referred to as his “beneficiary.”


 


7.2                                 Alienation
of Rights.  Payment of Director Fees
will be made only to the person entitled thereto in accordance with the terms
of the Plan, and Director Fees are not in any way subject to the debts or other
obligations of persons entitled thereto, and may not be voluntarily or
involuntarily sold, transferred or assigned.


 


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7.3                                 Facility
of Payment.  When a person entitled
to a payment under the Plan is under legal disability or, in the Company’s
opinion, is in any way incapacitated so as to be unable to manage his financial
affairs, the Company may direct that payment be made to such person’s legal
representative, or to a relative or friend of such person for his benefit, and
with respect to the Director’s Stock Unit Account (defined in Section 9
below), if any, any distribution shall be pursuant to the Director’s
beneficiary designation form, as may be on file with the Company. Any payment
made in accordance with the preceding sentence shall be in complete discharge
of the Company’s obligation to make such payment under the Plan.


 


7.4                                 Unfunded
Plan.  Any obligation to pay cash or
Deferred Fees under this Plan shall constitute an unfunded unsecured obligation
of the Company.  The Company may, but
shall not be obligated to, establish a trust to hold assets for the purpose of
satisfying obligations under this Plan.


 


7.5                                 Adjustment Provisions.  In
the event of a corporate transaction involving the Company (including, without
limitation, any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares), in addition to any adjustments made
pursuant to Section 3.4 of the 2004 Plan, the Board may adjust the
Director Fees (including Deferred Fees) to preserve the benefits or potential
benefits of participation in the Plan.


 


7.6                                 Gender
and Number.   Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.


 


SECTION 8

AMENDMENT AND DISCONTINUANCE


 


The Board may, at any
time, amend or terminate the Plan, and may amend any Award Agreement, provided
that no amendment or termination may, in the absence of written consent to the
change by the affected Director (or, if the Director is not then living, the
affected beneficiary), adversely affect the rights of any Director or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board; and further provided, that adjustments
pursuant to Section 9.4 shall not be subject to the foregoing limitations
of this Section 8.  Any amendment
or discontinuance of the Plan shall be prospective in operation only, and shall
not affect the payment of any Director Fees theretofore earned by any Director,
or the conditions under which any such fees are to be paid or forfeited under
the Plan, unless the Director affected shall expressly consent thereto.


 


SECTION 9

ELECTIVE DEFERRALS


 


9.1                                 DEFERRAL ELECTION


 


(i)                                     General. 
A Director who would otherwise be entitled to receive Director Fees in
the form of shares of Stock or a cash payment under the terms of the Plan may
instead elect to defer delivery of all or a portion of such fees, subject to
the following terms of this Section 9 (once deferred, the “Deferred
Fees”).


 


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(ii)                                  Deferral Election.  An election to defer the Director Fees shall be
made on an election form as provided by the Board (the “Deferral
Election”).  Any Deferral Election shall
be irrevocable as of the first day of the year for which it is to be
effective.  Deferral Elections shall
remain in effect with respect to any future year unless a new election with
respect to such year is filed in accordance with rules established by the Board
prior to the first day of the year for which it is to be effective.  Notwithstanding the foregoing, if the
election is being made with respect to the Director first becoming a member of
the Board, an election submitted within 30 days of becoming a Director shall be
effective for all fees paid following the date on which the election is
received by the Company.  A director may
elect to convert a Restricted Stock award into a Restricted Stock Unit award by
submitting a Deferral Election prior to the first day of the calendar year in
which the Forfeiture Period applicable to the Restricted Stock lapses.


 


The Deferral Election form shall provide for
the types and amounts of the Director Fees to be deferred and shall provide for
the timing and method of distribution at the end of the deferral period.


 


(iii)                               Conversion of Cash or
Restricted Stock to Stock Units. 
Deferred Fees shall be credited to a Stock Unit Account (as defined
below) under this Section 9 as follows:


 


(a)                                  Cash-based
Deferred Fees shall be converted to Stock Units by dividing the cash-based fees
the Director elected to defer by the Fair Market Value of the Stock as of the
date the Director would have had a right to payment of such Director Fees had
the Director not made a Deferral Election.


 


(b)                                 Stock-based
Deferred Fees shall be converted to that number of Stock Units equal to that
number of shares of Restricted Stock the Director elected to defer.


 


9.2                                 ACCOUNTS


 


(i)                                     Stock Unit Account.  A “Stock Unit Account” shall be maintained on behalf of each
Director who elects to defer all or a portion of his Director Fees under this
Section 9, for the period during which delivery of such fees is deferred.
A Director’s Stock Unit Account shall be subject to the following adjustments:


 


(a)                                  The
Stock Unit Account will be credited with Stock Units as of the date on which
the Director would have been entitled to payment of the cash-based fees or the
date on which the Director would have been granted the Restricted Stock award,
both as if the Director had not made a Deferral Election with respect to such
fees.


 


(b)                                 As
of each dividend payment date for the Stock, the Director’s Stock Unit Account
shall be credited with additional Stock Units (including fractional


 


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Stock Units) equal to (i) the amount of the dividend that would be
payable with respect to the number of shares of Stock equal to the number of
Stock Units credited to the Director’s Stock Unit Account on the dividend
record date, divided by (ii) the Fair
Market Value of a share of Stock on the dividend payment date.


 


(c)                                  As
of the date of any distribution with respect to a Director’s Stock Unit Account
under Section 9.3, the Stock Units credited to a Director’s Stock Unit
Account shall be reduced by the amounts distributed to the Director.


 


(ii)                                  Statement of Accounts.  As soon as practicable after the end of each Plan Year, the
Company shall provide each Director having an Stock Unit Account under the Plan
with a statement of the transactions in his Stock Unit Account during that year
and his account balance as of the end of the year.


 


9.3                                 DISTRIBUTIONS


 


(i)                                     General.  Subject to the terms of this
Section 9.3, a Director shall specify, as part of his Deferral Election
with respect to Deferred Fees, the time and manner of the distribution of the
amounts deferred pursuant to such election. 
In the event that no election is made with respect to the timing or
method of distribution as of the date of the Director’s termination, the
Director’s entire Stock Unit Account shall be distributed in a single lump sum
stock payment as of the first anniversary of the Director’s date of
termination.


 


(ii)                                  If
a scheduled distribution date would otherwise occur after a dividend record
date but before the payment of the dividend, the distribution may, in the
discretion of the Board, be deferred (but not more than 30 days) until the
dividend payment date.


 


(iii)                               In determining a
Director’s right to distributions under this Section 9.3, the vesting
provisions of Section 4 of the Plan shall apply to the Stock Units
credited to the Director’s Stock Unit Account as though each unit represented
one share of Stock, and with all units attributable to payment of dividends
being fully vested as of the date they are credited to the Director’s Stock
Unit Account.


 


9.4                                 Termination
of Deferral by Company.  The Board
shall retain the right to terminate, at any time, for any reason, or no reason,
the deferral provisions under this Section 9 (which may, but need not, be
in conjunction with a termination of the Plan), and shall immediately
distribute all, but not less than all, of the Stock Unit Accounts as of the
date of such termination.


 


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