Exhibit 10.16
CARDINAL HEALTH, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
Dollars at Work*: ___________________
Grant Date: _________________________
Exercise Price: _____________________
Grant Expiration 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 total
purchase price of ___________, (i.e., the equivalent of [stock price] 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. 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 vest and become exercisable in _______
equal installments on each of the first ________ 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 provisions of this agreement,
including those relating to the Grantee's continued employment with the Company
and its subsidiaries.
By:
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Xxxxxx X. Xxxxxx
Chairman and CEO
* Dollars at Work and total purchase price may vary due to rounding (up to
the dollar amount of one full Share).
1. Method of Exercise and Payment of Price.
(a) Method of Exercise. At any time when all or a portion of the Option is
exercisable under the Plan and this agreement, some or all of the exercisable
portion of the Option may be exercised from time to time by written notice to
the Company, or such other method of exercise as may be specified by the
Company, including without limitation, exercise by electronic means on the web
site of the Company's third-party option plan administrator (the "Plan
Administrator"), which will:
(i) state the number of Shares with respect to which the Option is being
exercised; and
(ii) if the Option is being exercised by anyone other than Grantee, if not
already provided, be accompanied by proof satisfactory to counsel for the
Company of the right of such person or persons to exercise the Option under the
Plan and all applicable laws and regulations.
(b) Payment of Price. The full exercise price for the portion of the Option
being exercised shall be paid to the Company as provided in the Plan.
2. Transferability. The Option shall be transferable (I) at Grantee's death, by
Grantee by will or pursuant to the laws of descent and distribution, and (II) by
Grantee during Grantee's lifetime, without payment of consideration, to (a) the
spouse, former spouse, parents, stepparents, grandparents, parents-in-law,
siblings, siblings-in-law, children, stepchildren, children-in-law,
grandchildren, nieces or nephews of Grantee, or any other persons sharing
Grantee's household (other than tenants or employees) (collectively, "Family
Members"), (b) a trust or trusts for the primary benefit of Grantee or such
Family Members, (c) a foundation in which Grantee or such Family Members control
the management of assets, or (d) a partnership in which Grantee or such Family
Members are the majority or controlling partners; provided, however, that
subsequent transfers of the transferred Option shall be prohibited, except (X)
if the transferee is an individual, at the transferee's death by the transferee
by will or pursuant to the laws of descent and distribution, and (Y) without
payment of consideration to the individuals or entities listed in subparagraphs
II(a), (b) or (c), above, with respect to the original Grantee. The Human
Resources and Compensation Committee of the Board of Directors of the Company
(the "Committee") may, in its discretion, permit transfers to other persons and
entities as permitted by the Plan. Neither a transfer under a domestic relations
order in settlement of marital property rights nor a transfer to an entity in
which more than 50% of the voting interests are owned by Grantee or Family
Members in exchange for an interest in that entity shall be considered to be a
transfer for consideration. Within 10 days of any transfer, Grantee shall notify
the Compensation and Benefits department of the Company in writing of the
transfer. Following transfer, the Option shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer and,
except as otherwise provided in the Plan or this
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agreement, references to the original Grantee shall be deemed to refer to the
transferee. The events of termination of employment of Grantee provided in
paragraph 3 hereof shall continue to be applied with respect to the original
Grantee, following which the Option shall be exercisable by the transferee only
to the extent, and for the periods, specified in paragraph 3. The Company shall
have no obligation to notify any transferee of Grantee's termination of
employment with the Company for any reason. The conduct prohibited of Grantee in
paragraphs 5 through 7 and, if applicable, paragraph 11 of this agreement shall
continue to be prohibited of Grantee following transfer to the same extent as
immediately prior to transfer and the Option (or its economic value, as
applicable) shall be subject to forfeiture by the transferee and recoupment from
Grantee to the same extent as would have been the case of Grantee had the Option
not been transferred. Grantee shall remain subject to the recoupment provisions
of paragraph 13 of this agreement and tax withholding provisions of Section
13(d) of the Plan following transfer of the Option.
3. Termination of Relationship.
(a) Termination by Death. If Grantee's employment by the Company and its
subsidiaries (collectively, the "Cardinal Group") terminates by reason of death,
then, unless otherwise determined by the Committee within 60 days of such death,
any unvested portion of the Option shall vest upon and become exercisable in
full from and after the 60th day after such death. The Option, to the extent
vested, may thereafter be exercised by any transferee of Grantee, if applicable,
or by the legal representative of the estate or by the legatee of Grantee under
the will of Grantee for a period of one year (or such other period as the
Committee may specify at or after grant or death) from the date of death or
until the Grant Expiration Date, whichever period is shorter.
(b) Termination by Reason of Retirement or Disability. If Grantee's employment
by the Cardinal Group terminates by reason of retirement or disability (each as
defined in the Plan) prior to the vesting in full of the Option, then, unless
otherwise determined by the Committee within 60 days of such retirement or
disability, a Ratable Portion of each installment of the Option that would have
vested on a Vesting Date shall vest upon and become exercisable in full from and
after the later of (x) the 60th day after such termination of employment and (y)
such Vesting Date. Such Ratable Portion shall, with respect to the applicable
installment, be an amount equal to such installment of the Option scheduled to
vest on the applicable Vesting Date multiplied by a fraction, the numerator of
which shall be the number of days from the Grant Date through the date of such
termination, and the denominator of which shall be the number of days from the
Grant Date through such Vesting Date. The Option, to the extent vested, may be
exercised after the date of vesting by Grantee (or any transferee, if
applicable) until the earlier of the fifth anniversary of the date of such
retirement or disability or the Grant Expiration Date (the "Exercise Period").
If Grantee has at least 15 years of service with the Cardinal Group at the time
of retirement, the Option may be exercised after the date of vesting by Grantee
(or any transferee, if applicable) until the Grant Expiration Date.
Notwithstanding the foregoing, if Grantee dies after retirement or disability
but before the expiration of the Exercise Period, unless otherwise determined by
the Committee within
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60 days of such death, the Ratable Portion with respect to each installment of
the Option that has not yet vested shall vest upon the 60th day after such
death, and the Option, to the extent vested, may be exercised by any transferee
of the Option, if applicable, or by the legal representative of the estate or by
the legatee of Grantee under the will of Grantee from and after the 60th day
after such death, for a period of one year (or such other period as the
Committee may specify at or after grant or death) from the date of death or
until the expiration of the Exercise Period, whichever period is shorter.
(c) Other Termination of Employment. If Grantee's employment by the Cardinal
Group terminates for any reason other than death, retirement or disability
(subject to Section 10 of the Plan regarding acceleration of the vesting of the
Option upon a Change of Control), any unexercised portion of the Option which
has not vested on such date of termination will automatically terminate on the
date of such termination. Unless otherwise determined by the Committee at or
after grant or termination, Grantee (or any transferee, if applicable) will have
90 days (or such other period as the Committee may specify at or after grant or
termination) from the date of termination or until the Grant Expiration Date,
whichever period is shorter, to exercise any portion of the Option that is then
vested and exercisable on the date of termination; provided, however, that if
the termination was for Cause, as determined by the Committee, the Option may be
immediately canceled by the Committee (whether then held by Grantee or any
transferee).
4. Restrictions on Exercise. The Option is subject to all restrictions in this
agreement and/or in the Plan. As a condition of any exercise of the Option, the
Company may require Grantee or his or her transferee or successor to make any
representation and warranty to comply with any applicable law or regulation or
to confirm any factual matters (including Grantee's compliance with the terms of
paragraphs 5 through 7 and, if applicable, paragraph 11 of this agreement or any
employment or severance agreement between any member of the Cardinal Group and
Grantee) reasonably requested by the Company.
5. Agreement Not to Disclose or Use Confidential Information, Trade Secrets or
Other Business Sensitive Information. The parties acknowledge and agree that the
Cardinal Group is the sole and exclusive owner of Confidential Information,
Trade Secrets or Other Business Sensitive Information and that the Cardinal
Group has legitimate business interests in protecting such information. The
parties further acknowledge and agree that the Cardinal Group has invested, and
continues to invest, considerable amounts of time and money in obtaining,
developing and preserving the confidentiality of such information. Further, the
parties agree that, because of the trust and fiduciary relationship arising
between Grantee and the Cardinal Group, Grantee owes the Cardinal Group a
fiduciary duty to preserve and protect such information from any and all
unauthorized disclosure and use. Accordingly, Grantee shall not, either directly
or indirectly, disclose such information to any third party whatsoever and shall
not use such information in any manner, except as authorized in the reasonable
performance of Grantee's duties while employed by the Cardinal Group.
"Confidential Information, Trade Secrets or Other Business Sensitive
Information" shall include any such
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information as defined by applicable law and any information about the business
of the Cardinal Group and its customers that is not generally known to, or
readily ascertainable by, the public, including, but not limited to, financial
information and models, customer lists, business plans or strategies, marketing
and sales plans or strategies, the identity, compensation and qualifications of
employees of the Cardinal Group, sources of supply, pricing policies,
operational methods, product specification or technical processes, new product
information, formulation techniques, customer contacts, profit or cost
information, research and development information or other information that the
Cardinal Group has developed or compiled.
6. Delivery of Company Property. Grantee recognizes and agrees that all
documents, magnetic media, computer disks, desktop and laptop computers and
other tangible items that were provided by the Cardinal Group and/or that
contain Confidential Information, Trade Secrets or Other Business Sensitive
Information as defined above are the sole and exclusive property of the Cardinal
Group. Upon request by the Cardinal Group, Grantee shall promptly and
immediately return to the Cardinal Group all such documents, media, disks,
desktop and laptop computers and other tangible items. Upon the termination of
Grantee's employment with the Cardinal Group, Grantee shall promptly and
immediately return to the Cardinal Group any and all such documents, media,
disks, desktop and laptop computers or other tangible items, without request by
the Cardinal Group. Grantee shall not take any such information or make/retain
copies of such information for any purpose whatsoever except as is necessary for
the reasonable performance of Grantee's duties while employed by the Cardinal
Group.
7. Other Covenants. Except as modified by paragraph 11 below, Grantee hereby
covenants and agrees that, in consideration of the grant hereunder, Grantee
shall not, either directly or indirectly, on Grantee's own behalf or on any
other's behalf, engage in or assist others in any of the following activities:
(a) Grantee shall not engage in any action or conduct that is a violation of the
policies of the Cardinal Group, including conduct that would constitute a breach
of any of the Certificates of Compliance with Company Policies and/or the
Certificates of Compliance with Company Business Ethics Policies executed by
Grantee;
(b) During Grantee's employment with the Cardinal Group and for 12 months
following the termination of such employment for any reason, Grantee shall not,
either directly or indirectly, employ, contact concerning employment, or
participate in any manner in the recruitment for employment of (whether as an
employee, officer, director, agent, consultant or independent contractor), any
person who was or is an employee, representative, officer or director of the
Cardinal Group at any time within the 12 months prior to the termination of
Grantee's employment with the Cardinal Group;
(c) Grantee shall not at any time during employment with the Cardinal Group nor
at any time thereafter disparage the Cardinal Group or any of its employees,
officers, representatives, services or products;
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(d) During Grantee's employment with the Cardinal Group and for 12 months
following the termination of such employment for any reason, Grantee shall not
engage in any action or conduct that either does or could reasonably be expected
to undermine, diminish or otherwise damage the relationship between the Cardinal
Group and any of its customers, potential customers, vendors or suppliers that
were known to Grantee in the performance of Grantee's job duties while employed
with the Cardinal Group;
(e) During Grantee's employment with the Cardinal Group and for 12 months
following the termination of such employment for any reason, Grantee shall not
solicit or accept business of the same type as that in which Grantee was
employed by the Cardinal Group from any customer, potential customer, vendor or
supplier of the Cardinal Group that was known to Grantee in the performance of
Grantee's job duties while employed with the Cardinal Group, nor shall Grantee
during such time period solicit or accept such business within any geographic
area in which Grantee was assigned or for which Grantee had any managerial
responsibility;
(f) During Grantee's employment with the Cardinal Group and for 12 months
following the termination of such employment for any reason, Grantee shall not
accept employment with or serve as a consultant or advisor or in any other
capacity to an entity that is in competition with the business conducted by any
member of the Cardinal Group within a geographic area in which Grantee was
assigned or for which Grantee had any managerial responsibility; and
(g) Grantee shall not breach or violate any provision of any employment or
severance agreement that Grantee has with any member of the Cardinal Group.
8. Inevitable Disclosure. The parties specifically acknowledge and agree that
the provisions of this agreement are reasonable in light of the fact that, in
the event that Grantee would become employed or otherwise associated with a
competitor of the Cardinal Group, it would be inevitable that Grantee would
disclose Confidential Information, Trade Secrets or Other Business Sensitive
Information as defined above to such competitor. The parties acknowledge and
agree that Grantee has been introduced by the Cardinal Group to such
Confidential Information, Trade Secrets or Other Business Sensitive Information
as defined above and that such information would aid the competitor and that the
threat of such inevitable disclosure is so great that, for purposes of this
agreement, it must be assumed that such disclosure would occur.
9. Covenants Are Independent Elements. The parties acknowledge that the
obligations and covenants set forth in paragraphs 5 through 8 above and, if
applicable, paragraph 11 below are essential independent elements of this Option
grant and that, but for Grantee agreeing to comply with them, the Cardinal Group
would not have granted such Option to Grantee. The parties agree and acknowledge
that the provisions contained in paragraphs 5 through 8 above and, if
applicable, paragraph 11 below are ancillary to, or part of, an otherwise
enforceable agreement at the time the agreement is made with regard
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to such paragraphs. The existence of any claim by Grantee against the Cardinal
Group, whether based on this agreement or otherwise, shall not operate as a
defense to the enforcement of the covenants contained in paragraphs 5 through 8
above and, if applicable, paragraph 11 below. The covenants contained in
paragraphs 5 through 8 above and, if applicable, paragraph 11 below will remain
in full force and effect whether Grantee is terminated by the Cardinal Group or
voluntarily resigns.
10. Assignment of Covenants. The rights of the Cardinal Group under this
agreement shall inure to the benefit of, and be binding upon, its successors and
assigns. Any successor or assign of the Cardinal Group is authorized to enforce
the covenants contained in this agreement. Any successor or assign of the
Cardinal Group is authorized by the parties to enforce the covenants contained
herein as if the name of such successor or assign shall replace the Cardinal
Group throughout this agreement and any consent and/or notice, written or
otherwise, is hereby waived and deemed unnecessary by Grantee.
11. California Specific Modifications. This paragraph 11 shall supercede and
modify certain of the covenants, obligations and restrictions of Grantee set
forth in paragraph 7 above in the event that, and only during such time that,
Grantee's principal employment with the Cardinal Group is in the State of
California. In the event that any of the provisions contained in subparagraphs
7(d) through (f) above are inconsistent with the provisions of this paragraph 11
with regard to the State of California, then the provisions contained in
subparagraphs 7(d) through (f) shall not apply and the following provisions
shall apply instead:
(a) Within the geographic area in which Grantee was assigned or for which
Grantee had any managerial responsibility, Grantee shall not, during Grantee's
employment with the Cardinal Group and for 12 months following termination of
such employment for any reason, solicit or actually transact business with any
existing customer of the Cardinal Group of which Grantee's knowledge of the
existence of that customer or of that customer's purchasing habits, product
preferences or commercial practices exists because of Grantee's receipt of
Confidential Information, Trade Secrets or Other Business Sensitive Information
from the Cardinal Group; and
(b) Regardless of geographic area, Grantee shall not, during the period of
Grantee's employment with the Cardinal Group and for 12 months following
termination of such employment for any reason, solicit business from any
customers of the same type as the business of the Cardinal Group at the time of
the termination of Grantee's employment with the Cardinal Group whose identities
are not already within the public domain if Grantee directly serviced such
customers, was assigned to such customers, was responsible for such customers or
otherwise had personal contact with such customers during the 12-month period
immediately preceding expiration of Grantee's employment with the Cardinal
Group.
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In the event that Grantee is reassigned to any other state within the United
States of America other than the State of California or to any other country,
then all of the provisions of paragraph 7 above shall apply in full force and
effect and the provisions of this paragraph 11 shall not apply.
12. Reasonableness of Restrictions Contained in Agreement. Grantee acknowledges
that the covenants contained in this agreement are reasonable in nature, are
fundamental for the protection of the legitimate business and proprietary
interests of the Cardinal Group, are necessary to protect the goodwill between
the Cardinal Group and its customers, and do not adversely affect Grantee's
ability to earn a living in any capacity that does not violate such covenants.
The parties further agree that in the event of any violation by Grantee of any
such covenants, the Company will suffer immediate and irreparable injury for
which there is no adequate remedy at law.
13. Special Forfeiture/Repayment Rules. If Grantee engages in conduct that is in
violation of the covenants and restrictions contained in this agreement, then
Grantee shall be subject to the following special forfeiture/repayment rules in
addition to any other remedy that the Cardinal Group may have:
(a) the Option (or any part thereof that has not been exercised) shall
immediately and automatically terminate, be forfeited, and shall cease to be
exercisable at any time; and
(b) Grantee shall, within 30 days following written notice from the Company, pay
the Company an amount equal to the gross option gain realized or obtained by
Grantee or any transferee resulting from the exercise of such Option, measured
at the date of exercise (i.e., the difference between the market value of the
Shares underlying the Option on the exercise date and the exercise price paid
for such Shares underlying the Option), with respect to any portion of the
Option that has already been exercised at any time within three years prior to
the conduct by Grantee that is in violation of the covenants and restrictions of
this agreement (the "Look-Back Period"), less $1.00.
Grantee may be released from Grantee's obligations under this paragraph 13 if
and only if the Committee (or its duly appointed designee) determines, in
writing and in its sole discretion, that such action is in the best interests of
the Company. Grantee agrees to provide the Company with at least 10 days'
written notice prior to directly or indirectly accepting employment with or
serving as a consultant or advisor or in any other capacity to a competitor and
further agrees to inform any such new employer, before accepting employment, of
the terms of this agreement and Grantee's continuing obligations contained
herein. No provisions of this agreement shall diminish, negate or otherwise
impact any separate noncompete or other agreement to which Grantee may be a
party, including, but not limited to, any of the Certificates of Compliance with
Company Policies and/or the Certificates of Compliance with Company Business
Ethics Policies; provided, however, that to the extent that any provisions
contained in any other agreement are inconsistent in any manner with the
restrictions and covenants of Grantee contained in this agreement, the
provisions of this agreement shall take precedence and
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such other inconsistent provisions shall be null and void. Grantee acknowledges
and agrees that the restrictions and covenants of Grantee contained in this
agreement are being made for the benefit of the Company in consideration of
Grantee's receipt of the Option, in consideration of employment, in
consideration of exposing Grantee to the Company's business operations and
confidential information, and for other good and valuable consideration, the
adequacy of which consideration is hereby expressly confirmed. Grantee further
acknowledges that the receipt of the Option and execution of this agreement are
voluntary actions on the part of Grantee and that the Company is unwilling to
provide the Option to Grantee without including the restrictions and covenants
of Grantee contained in this agreement. Further, the parties agree and
acknowledge that the provisions contained in paragraph 7 and, if applicable,
paragraph 11 above are ancillary to or part of an otherwise enforceable
agreement at the time the agreement is made.
14. Right of Set-Off. By accepting this Option, Grantee consents to a deduction
from, and set-off against, any amounts owed to Grantee by any member of the
Cardinal Group from time to time (including, but not limited to, amounts owed to
Grantee as wages, severance payments or other fringe benefits) to the extent of
the amounts owed to the Cardinal Group by Grantee under this agreement.
15. Governing Law/Venue. This agreement shall be governed by the laws of the
State of Ohio, without regard to principles of conflicts of law, except to the
extent superceded by the laws of the United States of America. The parties agree
and acknowledge that the laws of the State of Ohio bear a substantial
relationship to the parties and/or this agreement and that the Option and
benefits granted herein would not be granted without the governance of this
agreement by the laws of the State of Ohio. In addition, all legal actions or
proceedings relating to this agreement shall be brought in state or federal
courts located in Franklin County, Ohio and the parties executing this agreement
hereby consent to the personal jurisdiction of such courts. In the event of any
violation or attempted violations of the restrictions and covenants of Grantee
contained in this agreement, the Cardinal Group shall be entitled to specific
performance and injunctive relief or other equitable relief, including the
issuance ex parte of a temporary restraining order, without any showing of
irreparable harm or damage, such irreparable harm being acknowledged and
admitted by Grantee, and Grantee hereby waives any requirement for the securing
or posting of any bond in connection with such remedy, without prejudice to the
rights and remedies afforded the Cardinal Group hereunder or by law. In the
event that it becomes necessary for the Cardinal Group to institute legal
proceedings under this agreement, Grantee shall be responsible to the Company
for all costs and reasonable legal fees incurred by the Company with regard to
such proceedings.
16. Severability. It is the desire and intent of the parties that the provisions
of this agreement shall be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, if any particular provision or portion of this agreement
shall be determined by a court of competent jurisdiction to be invalid or
unenforceable as written, it is the intent and desire
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of the parties that the court shall modify the language of such provision or
portion of this agreement to the extent necessary to make it valid and
enforceable. If no such modification by the court is possible, this agreement
shall be deemed amended to delete therefrom only the provision or portion thus
determined to be invalid or unenforceable. Such modification or deletion is to
apply only with respect to the operation of such provision in the particular
jurisdiction in which such court determination is made.
17. Action by the Committee. The parties agree that the interpretation of this
agreement shall rest exclusively and completely within the good faith province
and discretion of the Committee. The parties agree to be bound by the decisions
of the Committee with regard to the interpretation of this agreement and with
regard to any and all matters set forth in this agreement. The Committee may
delegate its functions under this agreement to an officer of the Cardinal Group
designated by the Committee (hereinafter the "designee"). In fulfilling its
responsibilities hereunder, the Committee or its designee may rely upon
documents, written statements of the parties, or such other material as the
Committee or its designee deems appropriate. The parties agree that there is no
right to be heard or to appear before the Committee or its designee and that any
decision of the Committee or its designee relating to this agreement, including,
without limitation, whether particular conduct constitutes a violation of the
covenants, obligations and restrictions of Grantee set forth in paragraphs 5
through 7 and, if applicable, paragraph 11 above, shall be final and binding
unless such decision is arbitrary and capricious.
18. Prompt Acceptance of Agreement. The Option grant evidenced by this agreement
shall, at the discretion of the Committee, be forfeited if this agreement is not
executed by Grantee and returned to the Company within 90 days of the Grant Date
set forth on the first page of this agreement.
19. Electronic Delivery and Consent to Electronic Participation. The Company
may, in its sole discretion, decide to deliver any documents related to the
Option grant under and participation in the Plan or future options that may be
granted under the Plan by electronic means. Grantee hereby consents to receive
such documents by electronic delivery and to participate in the Plan through an
on-line or electronic system established and maintained by the Company or
another third party designated by the Company, including the acceptance of
option grants and the execution of option agreements through electronic
signature.
20. Notices. All notices, requests, consents and other communications required
or provided under this agreement to be delivered by Grantee to the Company will
be in writing and will be deemed sufficient if delivered by hand, facsimile,
nationally recognized overnight courier, or certified or registered mail, return
receipt requested, postage prepaid, and will be effective upon delivery to the
Company at the address set forth below:
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Cardinal Health, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Attention: Chief Legal Officer
Facsimile: (000) 000-0000
All notices, requests, consents and other communications required or provided
under this agreement to be delivered by the Company to Grantee may be delivered
by e-mail or in writing and will be deemed sufficient if delivered by e-mail,
hand, facsimile, nationally recognized overnight courier, or certified or
registered mail, return receipt requested, postage prepaid, and will be
effective upon delivery to the Grantee.
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ACCEPTANCE OF AGREEMENT
Grantee hereby: (a) acknowledges receiving a copy of the Plan, which has either
been previously delivered or is provided with this agreement, and represents
that he or she is familiar with and understands all provisions of the Plan and
this agreement; and (b) voluntarily and knowingly accepts this agreement and the
Option granted to him or her under this agreement subject to all provisions of
the Plan and this agreement, including the obligations and covenants set forth
in paragraphs 5 through 8 above and, if applicable, paragraph 11 above. Grantee
further acknowledges receiving a copy of the Company's most recent Annual Report
on Form 10-K and other communications routinely distributed to the Company's
shareholders and a copy of the Plan Description dated [date of Plan Description]
pertaining to the Plan.
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Signature
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Print Name
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Grantee's Social Security Number
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Date
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