Commercial Paper Dealer Agreement Between: Cardinal Health, Inc., as Issuer and Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of August 9, 2006 between the Issuer and The Bank of New York, as Issuing and...Paper Dealer Agreement • September 1st, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
This agreement (the “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.
CARDINAL HEALTH, INC. RESTRICTED SHARE UNITS AGREEMENTRestricted Share Units Agreement • September 1st, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
On August 15, 2006 (the “Grant Date”), Cardinal Health, Inc, an Ohio corporation (the “Company”), has awarded to Robert D. Walter (“Awardee”) 28,490 Restricted Share Units (the “Restricted Share Units” or “Award”), representing an unfunded unsecured promise of the Company to deliver common shares, without par value, of the Company (the “Shares”) to Awardee as set forth herein. The Restricted Share Units have been granted pursuant to the Cardinal Health, Inc. 2005 Long-Term Incentive Plan, as amended (the “Plan”), and shall be subject to all provisions of the Plan, which are incorporated herein by reference, and shall be subject to the provisions of this Restricted Share Units Agreement (this “Agreement”). Capitalized terms used in this Agreement which are not specifically defined shall have the meanings ascribed to such terms in the Plan.
CARDINAL HEALTH, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 1st, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
On August 15, 2006 (the “Grant Date”), Cardinal Health, Inc., an Ohio corporation (the “Company”), has awarded to Robert D. Walter (“Awardee”), an option (the “Option”) to purchase 198,762 common shares, without par value, of the Company (the “Shares”) for a price of $66.34 per share. The Option has been granted under the Cardinal Health, Inc. 2005 Long-Term Incentive Plan, as amended (the “Plan”), and will include and be subject to all provisions of the Plan, which are incorporated herein by reference, and will be subject to the provisions of this agreement. Capitalized terms used in this agreement which are not specifically defined will have the meanings ascribed to such terms in the Plan. This Option shall vest and become exercisable in accordance with the following schedule: four equal installments on each of the first four anniversaries of the Grant Date (each, the “Vesting Date” with respect to the portion of the Option scheduled to vest on such date), subject in each case to the
ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • September 1st, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
* As applicable: (i) series; (ii) rank of indebtedness; and (iii) reference to the provision of the Securities Act of 1933, as amended, pursuant to which the Program is exempt from registration.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries
This Second Amendment to Employment Agreement (this “Amendment”) between Cardinal Health, Inc., an Ohio corporation (the “Company”) and George L. Fotiades (the “Executive”) is effective May 12, 2006 (the “Amendment Date”).
CARDINAL HEALTH, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 1st, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
On [date of grant] (the “Grant Date”), Cardinal Health, Inc., an Ohio corporation (the “Company”), has granted to [employee name] (“Grantee”), an option (the “Option”) to purchase [# of shares] common shares, without par value, of the Company (the “Shares”) for a price of [$X.XX] per share (the “Exercise Price”). The Option has been granted under the Cardinal Health, Inc. Amended and Restated Equity Incentive Plan, as amended (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. In the event of a conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall control. Capitalized terms used in this agreement which are not specifically defined will have the meanings ascribed to such terms in the Plan. This Option shall be exercisable at any time on or after the three-year anniversary of the Grant Date (the “Grant V
CARDINAL HEALTH, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 1st, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
Cardinal Health, Inc., an Ohio corporation (the “Company”), has granted to J. Michael Losh (“Grantee”), an option (the “Option”) to purchase 210,000 common shares, without par value, of the Company (the “Shares”) for a total purchase price of $9,240,000, (i.e., the equivalent of $44.00 for each full Share). The Option has been granted under the Cardinal Health, Inc. Amended and Restated Equity Incentive Plan, as amended (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. Subject to the terms of this agreement, this Option shall be exercisable at any time on or after July 27, 2007, and prior to July 27, 2014.
