[Form of Support/Voting Agreement]
February 7, 1996
Cardinal Health, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Re: Support/Voting Agreement
Dear Sirs:
The undersigned understands that Cardinal Health,
Inc. ("Cardinal"), Aztec Merger Corp., a wholly owned subsid-
iary of Cardinal ("Subcorp"), and Pyxis Corporation ("Pyxis")
are entering into an Agreement and Plan of Merger dated the
date hereof (the "Agreement") providing for, among other
things, a merger between Subcorp and Pyxis (the "Merger"), in
which all of the outstanding shares of capital stock of Pyxis
will be exchanged for shares of common stock, without par
value, of Cardinal.
The undersigned is a stockholder of Pyxis (the
"Stockholder") and is entering into this letter agreement to
induce you to enter into the Agreement and to consummate the
transactions contemplated thereby.
The Stockholder confirms its agreement with you as
follows:
1. The Stockholder represents, warrants and agrees
that Schedule I annexed hereto sets forth the shares of the
capital stock of Pyxis of which the Stockholder or its
affiliates (as defined under the Securities Exchange Act of
1934, as amended) is the record or beneficial owner (the
"Shares") and that the Stockholder and its affiliates are on
the date hereof the lawful owners of the number of Shares set
forth in Schedule I, free and clear of all liens, charges,
encumbrances, voting agreements and commitments of every
kind, except as disclosed in Schedule I. Except as set forth
in Schedule I, neither the Stockholder nor any of its
affiliates own or hold any rights to acquire any additional
shares of the capital stock of Pyxis (by exercise of stock
options or otherwise) or any interest therein or any voting
rights with respect to any additional shares.
2. The Stockholder agrees that it will not, will
not permit any company, trust or other entity controlled by
the Stockholder to, and will not permit any of its affiliates
to, contract to sell, sell or otherwise transfer or dispose
of any of the Shares or any interest therein or securities
convertible thereinto or any voting rights with respect
thereto, other than (i) pursuant to the Merger or (ii) with
your prior written consent.
3. The Stockholder agrees to, will cause any
company, trust or other entity controlled by the Stockholder
to, and will cause its affiliates to, cooperate fully with
you in connection with the Agreement and the transactions
contemplated thereby. The Stockholder agrees that it will
not, will not permit any such company, trust or other entity
to, and will not permit any of its affiliates to, directly or
indirectly (including through its officers, directors,
employees or other representatives) to solicit, initiate, en-
courage or facilitate, or furnish or disclose non-public
information in furtherance of, any inquiries or the making of
any proposal with respect to any recapitalization, merger,
consolidation or other business combination involving Pyxis,
or acquisition of any capital stock or any material portion
of the assets (except for acquisition of assets in the ordi-
nary course of business consistent with past practice) of
Pyxis, or any combination of the foregoing (a "Competing
Transaction"), or negotiate, explore or otherwise engage in
discussions with any person (other than Cardinal, Subcorp or
their respective directors, officers, employees, agents and
representatives) with respect to any Competing Transaction or
enter into any agreement, arrangement or understanding with
respect to any Competing Transaction or agree to or otherwise
assist in the effectuation of any Competing Transaction;
provided, however, that nothing herein shall prevent the
Stockholder from taking any action or omitting to take any
action (i) as a member of the Board of Directors of Pyxis
necessary so as not to violate such Stockholder's fiduciary
obligations as a Director or (ii) as an officer of Pyxis at
the direction or request of the Board of Directors of Pyxis
so long as such direction or request was not made in
violation of any of the terms of the Agreement.
4. The Stockholder agrees that all of the Shares
beneficially owned by the Stockholder or its affiliates, or
over which the Stockholder or any of its affiliates has
voting power or control, directly or indirectly (including
any common shares of Pyxis acquired after the date hereof),
at the record date for any meeting of stockholders of Pyxis
called to consider and vote to approve the Merger and the
Agreement and/or the transactions contemplated thereby will
be voted by the Stockholder or its affiliates in favor
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thereof and that neither Stockholder nor any of its
affiliates will vote such Shares in favor of any Competing
Transaction.
5. The Stockholder has all necessary power and au-
thority to enter into this letter agreement. This agreement
is the legal, valid and binding agreement of the Stockholder,
and is enforceable against the Stockholder in accordance with
its terms.
6. The Stockholder agrees that damages are an in-
adequate remedy for the breach by Stockholder of any term or
condition of this letter agreement and that you shall be en-
titled to a temporary restraining order and preliminary and
permanent injunctive relief in order to enforce our agree-
ments herein.
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This letter agreement may be terminated at the op-
tion of any party at any time after the earlier of (i) ter-
mination of the Agreement and (ii) the Effective Time (as
defined in the Agreement). Please confirm that the foregoing
correctly states the understanding between us by signing and
returning to me a counterpart hereof.
Very truly yours,
By: _______________________
Stockholder
Confirmed on the date
first above written.
Cardinal Health, Inc.
By: ___________________________
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Schedule I
Stock Ownership
of
Owned Beneficially (including Stock Options)
Owned of Record
