Hospira Officer Equity Ownership Guidelines

The following are share ownership guidelines for Hospira’s non-employee directors and its corporate officers.

Stock Ownership for Directors.Directors are encouraged to make a substantial investment in stock of the Company. Accordingly, the Board of Directors set minimum stock ownership guidelines for directors. Each non-employee director is required to own the minimum number of shares equal to the lesser of: (1) 7,500 shares of Hospira common stock and (2) Hospira common stock whose aggregate value is equal to five times such director’s annual retainer fees. The minimum target must be attained within five years of joining the Board, and includes restricted stock, restricted stock units, and deferred stock units awarded to non-employee directors.

Stock Ownership for Officers. Officers are encouraged to make a substantial investment in stock of the Company. Accordingly, the Board of Directors set minimum stock ownership guidelines for officers. These ownership requirements are reviewed annually. Each officer is expected to attain this ownership target within five years of becoming a corporate officer or five years of the adoption of these share ownership guidelines. The target number of shares can be satisfied with stock held through Hospira’s 401(k) Retirement Savings Plan, restricted stock, and performance shares that have been earned. If the guideline is not met within the required time frame, the officer will be required to hold all stock from stock option exercises and restricted share vestings (in both cases, less shares withheld or sold to pay taxes, or the cost of exercise) until the guideline is met.

Hospira Officer Equity Ownership Guidelines

PositionMinimum Share Ownership Requirement
The Lesser Of:
 Number of SharesNumber of Shares with an Aggregate Value Equal to the Following Multiple of the Officer’s Salary
Chairman and Chief Executive Officer125,0005X
Chief Operating Officer60,0004X
Senior Vice President25,0003X
Corporate Vice President 12,5002X


The determination of the aggregate value of Hospira common stock under these guidelines will be based on a 200-day average price of Hospira common stock.