CARDINAL HEALTH, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 22nd, 2012 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
This Nonqualified Stock Option Agreement (this “Agreement”) is entered into in Franklin County, Ohio. On [date of grant] (the “Grant Date”), Cardinal Health, Inc., an Ohio corporation (the “Company”), has awarded to [employee name] (“Awardee”), an option (the “Option”) to purchase [# of shares] common shares, without par value, of the Company (the “Shares”) for a price of [$X.XX] per share. The Option has been granted under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (the “Plan”), and will include and be subject to all provisions of the Plan, which are incorporated herein by reference, and will be subject to the provisions of this Agreement. Capitalized terms used in this Agreement which are not specifically defined will have the meanings ascribed to such terms in the Plan. [CLIFF ALTERNATIVE: This Option vests and becomes exercisable on the [ ] anniversary of the Grant Date (the “Vesting Date”), subject to the provisions of this Agreement, including those relating to Award
Confidentiality and Business Protection AgreementConfidentiality and Business Protection Agreement • August 22nd, 2012 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
This Confidentiality and Business Protection Agreement (“Agreement”) is hereby entered into by and between Donald M. Casey, Jr. (“Executive”) and Cardinal Health, Inc., an Ohio Corporation (the “Company”) effective as of April 9, 2012.
FIRST AMENDMENT TO TAX MATTERS AGREEMENTTax Matters Agreement • August 22nd, 2012 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries
THIS FIRST AMENDMENT TO TAX MATTERS AGREEMENT (this “Amendment”), dated as of May 28, 2012, is by and between Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), and CareFusion Corporation, a Delaware corporation (“CareFusion”). Each of Cardinal Health and CareFusion is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Any capitalized terms used, but not otherwise defined, herein shall have the same meanings assigned to such terms in the Tax Matters Agreement between the Parties dated as of August 31, 2009 (the “Tax Matters Agreement ”).
