Retirement Agreement (November 2nd, 2010)
This Retirement Agreement (this Agreement) is between DAVID L. SCHLOTTERBECK (the Executive) and CAREFUSION CORPORATION, a Delaware corporation (the Company).
Memorandum of Understanding (August 24th, 2007)
This Memorandum of Understanding (MOU) contains the terms of settlement in principle among the parties (Parties) to the Actions identified in paragraph 1 below (Actions), each of which is filed derivatively on behalf of and for the benefit of nominal defendant, Cardinal Health, Inc. (Cardinal):
Resolutions of the Pricing Committee of the Board of Directors of Masco Corporation September 28, 2006 (February 27th, 2007)
In lieu of a meeting, the undersigned, being all of the members of the Pricing Committee of the Board of Directors of Masco Corporation, a Delaware corporation, (the Company) adopt the resolutions attached on Exhibit A hereto.
Cardinal Health, Inc. Nonqualified Stock Option Agreement (September 1st, 2006)
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.
Contract (August 4th, 2005)
EXHIBIT 4.b.i RESOLUTIONS OF THE PRICING COMMITTEE OF THE BOARD OF DIRECTORS OF MASCO CORPORATION JUNE 7, 2005 In lieu of a meeting, the undersigned, being all of the members of the Pricing Committee of the Board of Directors of Masco Corporation, a Delaware corporation, (the "Company") adopt the resolutions attached on Exhibit A hereto. Dated: June 7, 2005 /s/ Richard A. Manoogian ------------------------ Richard A. Manoogian /s/ J. Michael Losh ---------------------------- J. Michael Losh
Contract (February 23rd, 2005)
EXHIBIT 10.56 TRW AUTOMOTIVE November 7, 2003 12025 TECH CENTER DRIVE LIVONIA, MICHIGAN USA 48150 Mr. Michael Losh [TRW LOGO] [REDACTED] [REDACTED] STRICTLY PRIVATE AND CONFIDENTIAL Dear Mike: We are pleased to extend an offer you for appointment as a member of the TRW Automotive Board of Directors. Your term would begin at the first board meeting following your acceptance. About a week prior to this meeting you will receive a board package with an agenda for the meeting. We are currently on a schedule of four board meetings per year. Compensation Our compensation arrangements for independent directors will be as follows: Annual Cash Retainer: Directors will be paid an annual cash retainer of $35,000 per year. Meeting Fees: Directors will be paid a fee of $1,250 per meeting attende
Contract (November 9th, 2004)
EXHIBIT 10.05 AMENDED AND RESTATED PERFORMANCE GUARANTY This Amended and Restated Performance Guaranty (this "Guaranty"), dated as of September 30, 2004, is executed by Cardinal Health, Inc., an Ohio corporation ("Cardinal" or the "Performance Guarantor") in favor of Cardinal Health Funding, LLC, a Nevada limited liability company (together with its successors and assigns, "Beneficiary"). RECITALS 1. Griffin Capital, LLC, a Nevada limited liability company ("Griffin"), has entered into (i) separate and several Amended and Restated Receivables Purchase and Sale Agreements (as amended, restated or otherwise modified from time to time, each an "A&R Griffin RPA"), each dated as of May 21, 2004, with each of Cardinal Health 106, Inc., a Massachusetts corporation ("CH 106"), and Cardinal Health 110, Inc., a Delaware corporation ("CH 110"), and (ii) a Receivables Purchase and Sale a
Contract (November 9th, 2004)
EXHIBIT 10.03 [***] indicates the omission of confidential portions for which confidential treatment has been requested. Such confidential information has been filed separately with the Commission. OMNIBUS LIMITED WAIVER AND SECOND OMNIBUS AMENDMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY DATED AS OF SEPTEMBER 24, 2004 BY AND AMONG CARDINAL HEALTH FUNDING, LLC, GRIFFIN CAPITAL, LLC, THE CONDUITS PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, THE MANAGING AGENTS PARTY HERETO, BANK ONE, NA (MAIN OFFICE CHICAGO), AS THE AGENT, AND CARDINAL HEALTH, INC. LIM
Contract (October 26th, 2004)
Exhibit 10.37 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated and effective as of July 26, 2004 (the "Effective Date"), is made and entered into by and between Cardinal Health, Inc., an Ohio corporation (the "Company"), and J. Michael Losh (the "Executive"). WHEREAS, the Company and the Executive desire to set forth in a written agreement the terms and conditions under which the Executive will render services to the Company as interim Chief Financial Officer from and after the Effective Date. NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, agree as follows: 1. EMPLOYMENT PERIOD. The Company shall employ, or shall cause one of its subsidiaries or affiliates to employ, the Executive, and the Executive shall serve the Comp
Contract (May 7th, 2004)
EXHIBIT 10.1 TRW AUTOMOTIVE HOLDINGS CORP. 2003 STOCK INCENTIVE PLAN GENERAL RESTRICTED STOCK UNIT AGREEMENT THIS AGREEMENT, is made effective as of April 2, 2004 (the "GRANT DATE"), between TRW Automotive Holdings Corp. (the "COMPANY") and J. Michael Losh (the "PARTICIPANT"). R E C I T A L S: WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and WHEREAS, the Compensation Committee of the Board of Directors of the Company (the "Committee") has determined that the Participant be granted the Restricted Stock Units provided for herein pursuant to the Plan and the terms set forth herein. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth,