Exhibit 10.10
Hospira Corporate Officer
Severance Plan
(Effective September 1, 2007 and as amended
on December 10, 2008)
1.
Purpose . The Hospira Corporate Officer Severance
Plan (“Plan”) was established to provide Severance Pay
and other benefits to terminated Corporate Officers of
Hospira, Inc. (the “Company”) who satisfy the
terms of the Plan. Severance Pay and benefits under the Plan
shall be in lieu of any benefits available under the Hospira
Transitional Pay Plan or any other severance plan or policy
maintained by the Company or any of its subsidiaries and affiliates
(each an “Affiliate”); and benefits will not be payable
under the Plan if the relevant termination of employment results in
the employee being eligible for equivalent (or greater) severance
pay and benefits under an employment agreement between the Company
or an Affiliate and the employee, or under the Hospira, Inc.
Change in Control Severance Pay Plan or any Change in Control
agreement between the Company or any Affiliate and the
employee.
2.
Administration
. The Plan is administered by
the Company’s Corporate Vice President, Human Resources
(“Administrator”), except as specifically stated
herein. The Administrator has the complete discretion and
authority with respect to the Plan and its application. The
Administrator reserves the right to interpret the Plan, prescribe,
amend and rescind rules and regulations relating to it,
determine the terms and provisions of Severance Pay and benefits
and make all other determinations it deems necessary or advisable
for the administration of the Plan. The determination of the
Administrator in all matters regarding the Plan shall be conclusive
and binding on all persons. The Administrator may delegate
any of his or her duties under the Plan to one or more other
persons.
3.
Scope . The Plan will apply to all Corporate
Officers (“Participants”). For purposes of the
Plan, the term “Corporate Officer” means an individual
elected a corporate officer of the Company by its Board of
Directors or designated as a Plan participant by the Compensation
Committee of the Board of Directors of the Company
(“Committee”) and listed on the attached
Exhibit A, but shall not include assistant officers or the
Company’s Chief Executive Officer
(“CEO”).
4.
Eligibility for Severance
Pay . A Participant
becomes entitled to receive severance pay (“Severance
Pay”) only if he or she is terminated by the Company or an
Affiliate for any of the following reasons, and the conditions
described in Section 5 below are met:
(a)
The Participant’s position is
eliminated due to a reduction in force or other
restructuring.
(b)
The Participant’s employment
is otherwise terminated for reasons not related to performance,
illegal activity, failure to abide by the Company’s Code of
Conduct, or other good cause as determined by the Administrator and
is otherwise considered to be involuntary.
A Participant’s eligibility
for Severance Pay shall not be affected by the Company’s
decision to accept his or her resignation or retirement following
the occurrence of any of the conditions described in
Sections 4(a) and 4(b) . The decision as to
whether a Participant is eligible for Severance Pay and benefits
under this Plan shall be made by the Administrator, not the
Participant. If the Participant disagrees, the Participant
must follow the procedures set forth in Section 14
.
5.
Conditions to Receipt of
Severance Pay .
(a)
Severance Pay is not available to a
Participant otherwise eligible for Severance Pay who transfers to
another position with the Company or any Affiliate.
(b)
A Participant must sign an agreement
in a form provided by the Administrator under which the Participant
agrees to use all best efforts to protect the secrecy and
confidentiality of information that is confidential and proprietary
to Hospira or any of its Affiliates (“Confidential
Information”) and under which the Participant agrees that,
for a period of 2 years after his or her termination of employment
the Participant will: (1) not engage, directly or indirectly,
in any activity or employment, for the benefit of the Participant
or others, in a manner that contributes to any research, discovery,
development, manufacture, importation, marketing, promotion, sale
or use of any competing Hospira product, process or service, which
is related in any way to the Participant’s employment with
the Company or any of its Affiliates; (2) not engage in any
activity or employment in the performance of which any Confidential
Information obtained, provided or otherwise acquired, directly or
indirectly, during the term of employment with Hospira or any of
its Affiliates is likely to be used or disclosed, notwithstanding
the Participant’s undertaking to the contrary; (3) not
solicit the customers of the Company or any of its Affiliates or
entice any employee of the Company or any of its Affiliates to
leave the employment of the Company or any of its Affiliates; and
(4) inform the Company of other employment by contacting the
Administrator within 5 days of accepting such other
employment.
(c)
A Participant must satisfy any other
condition specified in Section 5 and
Section 6 . During the period in which a
Participant is entitled to consider the execution of the waiver and
release agreement described in Section 6 , or during
such other period as is otherwise agreed to by the Administrator
and the Participant, he or she may be required to complete
unfinished business projects and be available for discussions
regarding matters relative to the Participant’s duties with
the Company or any of its Affiliates.
(d)
A Participant must return all
property and information of the Company or any of its
Affiliates.
(e)
A Participant must agree to pay all
outstanding amounts owed to the Company or any Affiliate and
authorize the Company or Affiliate to withhold any outstanding
amounts from his or her final paycheck and/or Severance
Pay.
2
6.
Amount of Severance
Pay . The amount of
Severance Pay to which a Participant is entitled under the Plan is
the sum of:
(a)
2 years of the Participant’s
base salary at the rate in effect on the date of termination,
plus
(b)
for the year of termination, the
Participant’s pro rata annual incentive bonus award through
the date of termination, with the determination of the amount of
such award based on an assumption that the target level of
performance has been achieved.
In addition to the pro-rata bonus
provided under Section 6(b) above, if the
Participant’s date of termination occurs after the end of a
performance period applicable to an annual incentive bonus award in
which the Participant participates, and prior to the payment of the
award, if any, for the period, the Participant shall be entitled to
a lump sum payment in cash with respect to such prior performance
period, as determined under the terms of that incentive award
arrangement.
A Participant who is receiving
benefits under a short term disability plan maintained by the
Company or any Affiliate will be entitled to Severance Pay at the
end of the period of payment of short term disability if, and only
if, (1) he or she is not then eligible for benefits under a
long term disability plan maintained by the Company or an
Affiliate, and (2) he or she is not offered employment with
the Company or an Affiliate that, in the discretion of the
Administrator, is comparable to that held by the Participant at the
time the applicable period of short term disability
commenced. A Participant will not be entitled to Severance
Pay at the end of the period of long term disability.
Severance Pay will be paid to a
Participant in one lump sum cash payment. Payment will be
made as soon as practicable after the last to occur of (1) the
date of the Participant’s termination of employment,
(2) the effective date of the Participant’s executed
waiver and release agreement in the fo
