Exhibit 10.6(d)
HOSPIRA 2004 LONG-TERM STOCK
INCENTIVE PLAN
RESTRICTED STOCK
AGREEMENT
This Restricted Stock Agreement
(“Agreement”) is made between Hospira, Inc., a
Delaware corporation (the “Company”), and the
Participant specified below. The Agreement is subject to the
provisions of the Hospira 2004 Long-Term Stock Incentive Plan (the
“Plan”), the terms of which are incorporated herein by
reference.
1.
Terms of Award
. The following terms used in
this Agreement shall have the meanings set forth in this paragraph
1:
(a)
The “Participant” is
Sumant Ramachandra.
(b)
The “Grant Date” is
September 30, 2008.
(c)
The number of shares of
“Covered Shares” awarded under this Agreement is
15,000. “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 Participant is hereby granted the
number of Covered Shares set forth in paragraph 1.
3.
Dividends and Voting
Rights . The
Participant 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 Participant
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 Participant has forfeited
those Covered Shares. Any such dividends paid with respect to
the Covered Shares during the Restricted Period shall be paid at
the same time as they are paid to other shareholders of common
shares of the Company. The Participant shall be entitled to
vote the Covered Shares during the Restricted Period to the same
extent as would have been applicable to the Participant if the
Participant was then vested in the shares; provided, however, that
the Participant 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 Participant 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 Participant
and shall be deposited in a bank designated by the Committee or
retained by the Company. The
