HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN NQSO TERMSExecutive Compensation Plan Agreement |
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Exhibit 10.1
HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN
NQSO TERMS
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. 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, on the first anniversary of the Grant Date one-third of the Covered Shares subject to These Options (rounded up) may be purchased; on the second anniversary of the Grant Date two-thirds of the Covered Shares subject to These Options (rounded up) may be purchased; and on the third anniversary of the Grant Date these Options may be exercised in full, provided the Expiration Date has not occurred prior to such vesting 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 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).
(d) Notwithstanding the foregoing provisions of this paragraph 3, in the event of termination of employment for reasons other than death, Disability or Retirement, the
Option may only be exercised on or after the Date of Termination only as to that portion of the Covered Shares for which it was exercisable immediately prior to the Date of Termination, or became exercisable on the Date of Termination.
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 employment occurs for reasons other than death, Disability (as defined in Section 8) or Retirement (as defined in Section 8), the three-month anniversary of the Date of Termination (as defined in Section 8); 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.
5. Method of Option Exercise. Subject to the Option Terms and the Plan, the
