Summary of2009 Terms of Employment for Named Executive Officers
Exhibit 10.1
Summary of 2009 Terms of Employment for Named Executive Officers
Salary
Officer |
| Salary |
| |
|
|
|
| |
Christopher B. Begley, Chairman and Chief Executive Officer |
| $ | 1,050,000 |
|
|
|
|
| |
Terrence C. Kearney, Chief Operating Officer |
| 625,000 |
| |
|
|
|
| |
Sumant Ramachandra, Senior Vice President and Chief Scientific Officer |
| 475,000 |
| |
|
|
|
| |
Thomas E. Werner, Senior Vice President, Finance and Chief Financial Officer |
| 445,000 |
| |
|
|
|
| |
Brian J. Smith, Senior Vice President, General Counsel and Secretary |
| 425,000 |
| |
The salary for each officer is the same as their prior years salary (except for Dr. Ramachandra, who joined Hospira on July 7, 2008). The prior years salary took effect on March 24, 2008.
Annual Cash Incentive
Each is a participant in the Hospira Inc. 2004 Performance Incentive Plan, which is filed as Exhibit 10.9 to Hospiras Annual Report on Form 10-K for the year ended December 31, 2007 (the 2007 Form 10-K). The plan provides for a base award equal to 2.0% of Hospiras earnings before interest, taxes, depreciation and amortization for the chief executive officer, 1.5% for the chief operating officer and 1.0% for the other named executive officers. The compensation committee of Hospiras board of directors has discretion to reduce, but not increase, the award from the base award. The committee will consider Hospiras adjusted net income, net sales, cash flows and corporate well-being as factors in exercising such discretion and determining actual awards payable under such plan for 2009 performance.
Equity
Each officer is eligible to receive option and performance share awards under the Hospira 2004 Long-Term Stock Incentive Plan, which is filed as Exhibit 10.8 to Hospiras 2007 Form 10-K. Awards are made in the discretion of the compensation committee of Hospiras board of directors.
Change in Control and Severance Pay
Each officer is party to a change-in-control agreement in the forms filed as Exhibit 10.12 (for each officer other than Mr. Werner and Dr. Ramachandra) to Hospiras Quarterly Report on Form 10-Q for the quarter ended March 31, 2004. The form for Mr. Werner was filed as Exhibit 10.1 to Hospiras Current Report on Form 8-K filed on August 11, 2006. These agreements were amended in the forms filed as Exhibit 10.12(a)(i) (for Mr. Begley, Mr. Kearney and Mr. Smith) and Exhibit 10.12(b)(i) (for Mr. Werner) to Hospiras 2007 Form 10-K. The form for Dr. Ramachandra is filed as Exhibit 10.6(c) to this 2008 Form 10-K.
All of the named executive officers, except the chairman and chief executive officer, are covered by Hospiras Corporate Officer Severance Plan, which provides severance pay and benefits to corporate officers and is filed as Exhibit 10.10 to this 2008 Form 10-K.
Non-qualified Deferred Compensation Plan
Each officer is eligible to participate in Hospiras Non-Qualified Savings and Investment Plan, a non-qualified deferred compensation plan, which is filed as Exhibit 4 to Hospiras Registration Statement on Form S-8, filed on August 25, 2008.
A description of the above-described items is included in Hospiras proxy statement for the 2008 Annual Meeting of Shareholders.