CARDINAL HEALTH, INC. RESTRICTED SHARE UNITS AGREEMENTRestricted Share Units Agreement • February 6th, 2008 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
This Agreement is entered into in Franklin County, Ohio. On [grant date] (the “Grant Date”), Cardinal Health, Inc, an Ohio corporation (the “Company”), has awarded to [employee name] (“Awardee”) [# of shares] 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 • February 6th, 2008 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
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. 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. [CLIFF ALTERNATIVE: This Option shall vest and become exercisable on the [ ] anniversary of the Grant Date (the “Vesting Date”), subject to the provisions of this agreement, including those relating to the Awardee’s continued employment
CARDINAL HEALTH, INC. DIRECTORS’ RESTRICTED SHARE UNITS AGREEMENT UNDER THERestricted Share Units Agreement • February 6th, 2008 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
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 [Director name] (“Awardee”), [# of Shares] 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. 2007 Nonemployee Directors Equity Incentive Plan (the “Plan”), and shall be subject to all provisions of the Plan, which are incorporated herein by reference, and shall be subject to the following provisions of this Agreement. Capitalized terms used in this Agreement which are not specifically defined shall have the meanings ascribed to such terms in the Plan.
SECOND AMENDMENT TO RETENTION AGREEMENTRetention Agreement • February 6th, 2008 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries
This Second Amendment to the Retention Agreement (“Amendment”) is made effective November 26, 2007, by and between Cardinal Health 303, Inc. (f/k/a ALARIS Medical Systems, Inc.), a Delaware corporation (the “Company”), and David L. Schlotterbeck (the “Executive”).
CARDINAL HEALTH, INC. DIRECTORS’ STOCK OPTION AGREEMENT UNDER THEDirectors’ Stock Option Agreement • February 6th, 2008 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
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 [Director 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 pursuant to the Cardinal Health, Inc. 2007 Nonemployee Directors Equity Incentive Plan (the “Plan”), and shall include and be subject to all provisions of the Plan, which are incorporated herein by reference, and shall be subject to the following provisions of this agreement. Capitalized terms used in this agreement which are not specifically defined shall have the meanings ascribed to such terms in the Plan. [INITIAL GRANT: This Option shall vest and become exercisable on the first anniversary of the Grant Date (the “Vesting Date”), subject to the provisions of this agreement, including those relating to the Awarde
RESTRICTED SHARE UNITS AGREEMENTRestricted Share Units Agreement • February 6th, 2008 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries
Cardinal Health, Inc. (fka Cardinal Distribution, Inc.), an Ohio corporation (the “Company”), on March 16, 1990, granted to Robert D. Walter (the “Grantee”) 10,000 (which as of the date of this Agreement have been split adjusted to equal 65,920) Common Shares in the Company (the “Restricted Shares”). Prior to the date of this agreement, 46,143 (post-split) of the Restricted Shares vested and became no longer restricted. As authorized by the September 27, 2001 resolutions of the Human Resources and Compensation Committee of the Board of Directors, the Company and Grantee desire to cancel the remaining 19,777 Restricted Shares (the “Remaining Restricted Shares”) and grant to Grantee 19,777 Restricted Share Units (the “Restricted Share Units” or “Award”) representing an unfunded, unsecured promise of the Company to deliver Common Shares to the Grantee as set forth herein. The Remaining Restricted Shares are thus hereby cancelled and forfeited. The Restricted Share Units are being granted
