AGREEMENT AND PLAN OF MERGER dated as of October 5, 2014 among CAREFUSION CORPORATION, BECTON, DICKINSON AND COMPANY, and GRIFFIN SUB, INC.Merger Agreement • October 6th, 2014 • CAREFUSION Corp • Surgical & medical instruments & apparatus • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 5, 2014, among CareFusion Corporation, a Delaware corporation (the “Company”), Becton, Dickinson and Company, a New Jersey corporation (“Parent”), and Griffin Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Corp”). Parent, Merger Corp and the Company are referred to individually as a “Party” and collectively as “Parties”.
CAREFUSION CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • June 26th, 2009 • CareFusion Corp • Surgical & medical instruments & apparatus • Delaware
This Indemnificaton Agreement, dated as of ___, 2009, is made by and between CareFusion Corporation, a Delaware corporation (the “Company”), and ___(the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENT by and among CareFusion Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Dated as of March 11, 2013Registration Rights Agreement • March 11th, 2013 • CAREFUSION Corp • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 11, 2013, by and among CareFusion Corporation, a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and other initial purchasers (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 3.300% Senior Notes due 2023 (the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).
RESTRICTED STOCK UNITS AGREEMENT (OFFICERS)Restricted Stock Units Agreement • November 7th, 2014 • CAREFUSION Corp • Surgical & medical instruments & apparatus • Delaware
On _____________ (the “Grant Date”), CareFusion Corporation, a Delaware corporation (the “Company”), has awarded to ________________ (“Awardee”) ________ Restricted Stock Units (the “Restricted Stock Units” or “Award”), representing an unfunded unsecured promise of the Company to deliver shares of common stock, par value $0.01 per share, of the Company (the “Shares”) to Awardee as set forth herein. The Restricted Stock Units have been granted pursuant to the CareFusion Corporation 2009 Long-Term 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 provisions of this Restricted Stock Units Agreement (this “Agreement”). Capitalized terms used in this Agreement which are not specifically defined will have the meanings ascribed to such terms in the Plan.
FORM OF SEPARATION AGREEMENT BY AND BETWEEN CARDINAL HEALTH, INC. AND CAREFUSION CORPORATION Dated [•]Separation Agreement • July 7th, 2009 • CareFusion Corp • Surgical & medical instruments & apparatus • New York
This SEPARATION AGREEMENT, dated as of [•] (this “Agreement”), is by and between Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), and CareFusion Corporation, a Delaware corporation (“CareFusion”). Certain terms used in this Agreement are defined in Section 1.1.
RESTRICTED STOCK UNITS AGREEMENT FOR DIRECTORSRestricted Stock Units Agreement • November 7th, 2014 • CAREFUSION Corp • Surgical & medical instruments & apparatus • Delaware
On [date of grant] (the “Grant Date”), CareFusion Corporation, a Delaware corporation (the “Company”), has awarded to [Director name] (“Awardee”), [# of Shares] Restricted Stock Units (the “Restricted Stock Units” or “Award”) and each such Restricted Stock Unit represents an unfunded, unsecured promise of the Company to deliver one share of common stock, par value $0.01 per share, of the Company (a “Share”) to Awardee as set forth herein. The Restricted Stock Units have been granted pursuant to the CareFusion Corporation 2009 Long-Term 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 Restricted Stock Units Agreement (this “Agreement”). Capitalized terms used in this Agreement which are not specifically defined herein will have the meanings ascribed to such terms in the Plan.
CAREFUSION CORPORATION PERFORMANCE STOCK UNITS AGREEMENTPerformance Stock Units Agreement • November 7th, 2014 • CAREFUSION Corp • Surgical & medical instruments & apparatus • Delaware
On ___________ (the “Grant Date”), CareFusion Corporation, a Delaware corporation (the “Company”), has awarded to _________________ (“Awardee”) a targeted number of _________ (the “Target Number”) Performance Stock Units (the “Performance Stock Units” or “Award”) to be calculated and determined as discussed below. Each Performance Stock Unit will represent an unfunded and unsecured promise of the Company to deliver shares of common stock, par value $0.01 per share, of the Company (the “Shares”) to Awardee as set forth herein. Each Performance Stock Unit will be subject to forfeiture until the date such Performance Stock Unit vests pursuant to Paragraph 1 of this Agreement, or as otherwise provided herein. The Performance Stock Units have been granted pursuant to the CareFusion Corporation 2009 Long-Term 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 provisions of this Agreement. Ca
CAREFUSION CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 7th, 2014 • CAREFUSION Corp • Surgical & medical instruments & apparatus • Delaware
On _________ (the “Grant Date”), CareFusion Corporation, a Delaware corporation (the “Company”), has awarded to __________ (“Awardee”), an option (the “Option”) to purchase ________ shares of common stock, par value $0.01 per share, of the Company (the “Shares”) for a price of _______ per share. The Option has been granted under the CareFusion Corporation 2009 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 Nonqualified Stock Option Agreement (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 three installments, which shall be as nearly equal as possible, on the first three anniversaries of the Grant Date (each a “Vesting Date” with respect to the portion of the Option scheduled to vest on such
CARDINAL HEALTH, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 31st, 2009 • CareFusion Corp • Ohio
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. Broadly-based 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. This Option shall be exercisable at any time on or after and prior to.
CARDINAL HEALTH, INC. RESTRICTED SHARES AGREEMENTRestricted Shares Agreement • March 31st, 2009 • CareFusion Corp • Ohio
This Agreement is entered into in Franklin Country, Ohio. On [grant date] (the “Grant Date”), Cardinal Health, Inc., an Ohio corporation (the “Company”), has awarded to [employee name] (“Awardee”), [# of shares] common shares, without par value, of the Company (the “Restricted Shares”). The Restricted Shares 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 Shares 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.
FORM OF STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENTStockholder’s and Registration Rights Agreement • May 14th, 2009 • CareFusion Corp • Surgical & medical instruments & apparatus • New York
This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2009 (this “Agreement”), is by and between CareFusion Corporation, a Delaware corporation (the “Company”), and Cardinal Health, Inc., an Ohio corporation (the “Parent”).
CARDINAL HEALTH, INC. RESTRICTED SHARES AGREEMENTRestricted Shares Agreement • March 31st, 2009 • CareFusion Corp • Ohio
On [grant date] (the “Grant Date”), Cardinal Health, Inc., an Ohio corporation (the “Company”), has awarded to [employee name] (“Awardee”), [# of shares] common shares, without par value, of the Company (the “Restricted Shares”). The Restricted Shares 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 Shares 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.
CAREFUSION CORPORATION and DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE Dated as of May 22, 2014 To the Indenture dated as of July 21, 2009 $300,000,000 1.450% Senior Notes due 2017 $400,000,000 3.875% Senior Notes due...Third Supplemental Indenture • May 22nd, 2014 • CAREFUSION Corp • Surgical & medical instruments & apparatus • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is entered into as of May 22, 2014 between CAREFUSION CORPORATION, a Delaware corporation (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (herein called the “Trustee”).
FORM OF TAX MATTERS AGREEMENT by and between Cardinal Health Inc. and CareFusion Corporation Dated as of , 2009Tax Matters Agreement • May 14th, 2009 • CareFusion Corp • Surgical & medical instruments & apparatus
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of [•], 2009, 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.”
RETIREMENT AGREEMENTRetirement Agreement • November 2nd, 2010 • CareFusion Corp • Surgical & medical instruments & apparatus
This Retirement Agreement (this “Agreement”) is between DAVID L. SCHLOTTERBECK (the “Executive”) and CAREFUSION CORPORATION, a Delaware corporation (the “Company”).
CAREFUSION CORPORATION RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • September 15th, 2009 • CareFusion Corp • Surgical & medical instruments & apparatus • Delaware
On [grant date] (the “Grant Date”), CareFusion Corporation, a Delaware corporation (the “Company”), has awarded to [employee name] (“Awardee”) [# of shares] Restricted Stock Units (the “Restricted Stock Units” or “Award”), representing an unfunded unsecured promise of the Company to deliver shares of common stock, par value $0.01 per share, of the Company (the “Shares”) to Awardee as set forth herein. The Restricted Stock Units have been granted pursuant to the CareFusion Corporation 2009 Long-Term 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 provisions of this Restricted Stock Units Agreement (this “Agreement”). Capitalized terms used in this Agreement which are not specifically defined will have the meanings ascribed to such terms in the Plan.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • CareFusion Corp
This Second Amendment to the Employment Agreement (“Amendment”) is made effective November 19th, 2007, by and between Cardinal Health, Inc., an Ohio corporation (the “Company”), and Dwight Winstead (the “Executive”).
FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN CARDINAL HEALTH, INC. AND CAREFUSION CORPORATION DATED AS OF EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • May 14th, 2009 • CareFusion Corp • Surgical & medical instruments & apparatus • New York
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of is by and between Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), and CareFusion Corporation, a Delaware corporation (“CareFusion”, and together with Cardinal Health, each a “Party” and collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2009 • CareFusion Corp • Surgical & medical instruments & apparatus • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) by and between CareFusion Corporation, a Delaware corporation (the “Company”) and David L. Schlotterbeck (the “Executive”) is effective as of the 31 day of August 2009 (the “Agreement”).
CAREFUSION 303, INC. AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • August 9th, 2013 • CAREFUSION Corp • Surgical & medical instruments & apparatus • California
This Aircraft Time Sharing Agreement (“Agreement”) by and between CareFusion 303, Inc. (“Operator”), a Delaware corporation whose address is 3750 Torrey View Court, San Diego, CA 92130 and (“User”), whose address is 3750 Torrey View Court, San Diego, CA 92130 (collectively the “Parties”), is effective , 201 .
CAREFUSION CORPORATION and DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE Dated as of March 11, 2013 To the Indenture dated as of July 21, 2009 3.300% Senior Notes due 2023Second Supplemental Indenture • March 11th, 2013 • CAREFUSION Corp • Surgical & medical instruments & apparatus • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is entered into as of March 11, 2013 between CAREFUSION CORPORATION, a Delaware corporation (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (herein called the “Trustee”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • CareFusion Corp
This First Amendment to Employment Agreement (this “First Amendment”) between Cardinal Health, Inc., an Ohio corporation (the “Company”) and Dwight Winstead (the “Executive”) is effective October 11, 2005 (the “Amendment Date”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2009 • CareFusion Corp • Surgical & medical instruments & apparatus • California
This EMPLOYMENT AGREEMENT (the “Agreement”) by and between CareFusion Corporation, a Delaware corporation (the “Company”) and David L. Schlotterbeck (the “Executive”) is dated as of the ___ day of July 2009 (the “Agreement”).
RETENTION AGREEMENTRetention Agreement • October 19th, 2009 • CareFusion Corp • Surgical & medical instruments & apparatus • Delaware
This Retention Agreement (the “Agreement”) is made and entered into this 15 day of October, 2009 (the “Effective Date”), by and between Dwight Winstead (the “Executive”) and CareFusion Corporation (the “Company”).
CAREFUSION CORPORATION PERFORMANCE STOCK UNITS AGREEMENTPerformance Stock Units Agreement • September 15th, 2009 • CareFusion Corp • Surgical & medical instruments & apparatus • Delaware
On [grant date] (the “Grant Date”), CareFusion Corporation, a Delaware corporation (the “Company”), has awarded to [employee name] (“Awardee”) a targeted number of [# of shares] (the “Target Number”) Performance Stock Units (the “Performance Stock Units” or “Award”) to be calculated and determined as discussed below. Each Performance Stock Unit will represent an unfunded and unsecured promise of the Company to deliver shares of common stock, par value $0.01 per share, of the Company (the “Shares”) to Awardee as set forth herein. Each Performance Stock Unit will be subject to forfeiture until the date such Performance Stock Unit vests pursuant to Paragraph 1 of this Agreement. The Performance Stock Units have been granted pursuant to the CareFusion Corporation 2009 Long-Term 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 provisions of this Agreement. Capitalized terms used in this A
RESTRICTED SHARE UNITS AGREEMENTRestricted Share Units Agreement • March 31st, 2009 • CareFusion Corp • Ohio
Cardinal Health, Inc., an Ohio corporation (the “Company”), hereby grants to Dwight Winstead (“Grantee”) 5,000 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 “Common Shares”) to Grantee as set forth herein. The Restricted Share Units are being granted pursuant to the Cardinal Health, Inc. Broadly-based Equity Incentive Plan, as amended (the “Plan”), and shall be subject to all provisions of the Plan, which are hereby incorporated herein by reference, and shall be subject to all provisions of this agreement. Capitalized terms used herein that are not specifically defined herein shall have the meanings ascribed to such terms in the Plan.
San Diego, CA 92130Severance Agreement • August 19th, 2010 • CareFusion Corp • Surgical & medical instruments & apparatus • California
The purpose of this Confidential Severance Agreement (“Agreement”) is to confirm the understanding and agreement by and between CareFusion Corporation and all of its subsidiaries, affiliates and related companies (collectively referred to as “CareFusion” or the “Company”), and you (referred to as “You”) concerning your departure from CareFusion.
AMENDMENT NO. 1 TO RESTRICTED SHARE UNITS AGREEMENTRestricted Share Units Agreement • March 31st, 2009 • CareFusion Corp
THIS AMENDMENT NO. 1 TO RESTRICTED SHARE UNITS AGREEMENT (“Amendment No. 1”) is made as of November 19th, 2007 between Cardinal Health, Inc., an Ohio corporation (the “Company”), and Dwight Winstead (the “Executive”).
RESTRICTED SHARE UNITS AGREEMENTRestricted Share Units Agreement • March 31st, 2009 • CareFusion Corp • Ohio
Cardinal Health, Inc., an Ohio corporation (the “Company”), on February 9, 2000, granted to Dwight Winstead (the “Executive”) 5,200 (which as of the date of this Agreement have been split adjusted to equal 7,800) Common Shares in the Company (the “Restricted Shares”). The Company and Executive desire to cancel the Restricted Shares and grant to Executive 7,800 Restricted Share Units (the “Restricted Share Units” or “Award”) representing an unfunded, unsecured promise of the Company to deliver Common Shares to the Executive as set forth herein. The Restricted Shares are thus hereby cancelled and forfeited. The Restricted Share Units are being granted pursuant to the Cardinal Health, Inc. Amended and Restated Equity Incentive Plan, as amended (the “Plan”). The Restricted Share Units are subject to all provisions of the Plan, which are hereby incorporated herein by reference, and shall be subject to the provisions of this Agreement. This Agreement also hereby incorporates by reference the
CAREFUSION CORPORATION UNDERWRITING AGREEMENT May 15, 2014Underwriting Agreement • May 16th, 2014 • CAREFUSION Corp • Surgical & medical instruments & apparatus • New York
CareFusion Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule II of $300 million aggregate principal amount of the Company’s 1.450% Notes due 2017, $400 million aggregate principal amount of the Company’s 3.875% Notes due 2024 and $300 million aggregate principal amount of the Company’s 4.875% Notes due 2044 (collectively, the “Securities”). Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Representatives”) have agreed to act as the representatives of the several Underwriters in connection with the offering and sale of the Securities.
FORM OF TRANSITION SERVICES AGREEMENT dated as of [•] between CARDINAL HEALTH, INC. and CAREFUSION CORPORATIONTransition Services Agreement • May 14th, 2009 • CareFusion Corp • Surgical & medical instruments & apparatus
This Transition Services Agreement, dated as of [•] (this “Agreement”), is made between Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), and CareFusion Corporation, a Delaware corporation (“CareFusion”).
FORM OF TRANSITION SERVICES AGREEMENT dated as of [•] between CARDINAL HEALTH, INC. and CAREFUSION CORPORATIONTransition Services Agreement • June 26th, 2009 • CareFusion Corp • Surgical & medical instruments & apparatus
This Transition Services Agreement, dated as of [•] (this “Agreement”), is made between Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), and CareFusion Corporation, a Delaware corporation (“CareFusion”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2011 • CareFusion Corp • Surgical & medical instruments & apparatus • California
This Employment Agreement (this “Agreement”), effective as of January 29, 2011 (the “Effective Date”), is between CAREFUSION CORPORATION (the “Company”), a Delaware corporation, and KIERAN GALLAHUE (the “Executive”). Unless otherwise specified, capitalized terms used in this Agreement are defined in Section 22.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • CareFusion Corp • Ohio
THIS AGREEMENT, dated and effective as of August 23, 2004 (the “Effective Date”) is made and entered into by and between Cardinal Health, Inc., an Ohio corporation (the “Company”), and Dwight Winstead (the “Executive”).
December 1, 2010 Edward Borkowski Subject: Severance Agreement Dear Mr. Borkowski:Severance Agreement • December 2nd, 2010 • CareFusion Corp • Surgical & medical instruments & apparatus • California
The purpose of this Severance Agreement (“Agreement”) is to confirm the understanding and agreement by and between CareFusion Corporation and all of its subsidiaries, affiliates and related companies (collectively referred to as “CareFusion” or the “Company”), and you (referred to as “You”) concerning your departure from CareFusion.
