EXHIBIT 10.04
CARDINAL HEALTH, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
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 (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 vest and become exercisable [CLIFF ALTERNATIVE: on
[vesting date]] [INSTALLMENT ALTERNATIVE: in accordance with the following
schedule: [vesting schedule], subject [INSTALLMENT ALTERNATIVE: in each case] to
the provisions of this agreement, including those relating to the Awardee's
continued employment with the Company and its Affiliates. Notwithstanding the
foregoing, in the event of a Change of Control prior to Awardee's Termination of
Employment, the Option shall vest in full. This Option shall expire on [date of
expiration] (the "Grant Expiration Date").
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, 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 Awardee, 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 below:
(i) in cash;
(ii) by check or wire transfer (denominated in U.S. Dollars);
(iii) subject to any conditions or limitations established by the
Administrator, other Shares which (A) in the case of Shares acquired from the
Company (whether upon the exercise of an Option or otherwise), have been owned
by the Participant for more than six months on the date of surrender (unless
this condition is waived by the Administrator), and (B) have a Fair Market Value
on the date of surrender equal to or greater than the aggregate exercise price
of the Shares as to which said Option shall be exercised (it being agreed that
the excess of the Fair Market Value over the aggregate exercise price shall be
refunded to the Awardee in cash);
(iv) consideration received by the Company under a broker-assisted sale
and remittance program acceptable to the Administrator; or
(v) any combination of the foregoing methods of payment.
2. Transferability. The Option shall be transferable (I) at Awardee's death, by
Awardee by will or pursuant to the laws of descent and distribution, and (II) by
Awardee during Awardee'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 Awardee, or any other persons sharing
Awardee's household (other than tenants or employees) (collectively, "Family
Members"), (b) a trust or trusts for the primary benefit of Awardee or such
Family Members, (c) a foundation in which Awardee or such Family Members control
the management of assets, or (d) a partnership in which Awardee 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 Awardee. The
Administrator 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 Awardee 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, Awardee 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 agreement, references to the
original Awardee shall be deemed to refer to the transferee. The events of
Termination of Employment of Awardee provided in paragraph 3 hereof shall
continue to be applied with respect to the original Awardee, 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 Awardee's Termination of Employment with the Company
for any reason. The conduct prohibited of Awardee in paragraphs 5 through 7 and,
if applicable, paragraph 11 of this agreement shall continue to be prohibited of
Awardee 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 Awardee to the same extent as
would have been the case of Awardee had the Option not been transferred. Awardee
shall remain subject to the recoupment provisions of paragraph 13 of this
agreement and tax withholding provisions of Section 29 of the Plan following
transfer of the Option.
3. Termination of Employment.
(a) Termination of Employment by Reason of Death. If a Termination of Employment
occurs by reason of death prior to the vesting in full of the Option, then any
unvested portion of the Option shall vest upon and become exercisable in full
from and after such death. The Option may thereafter be exercised by any
transferee of Awardee, if applicable, or by the legal representative of the
estate or by the legatee of Awardee under the will of Awardee for a period of
one year from the date of death or until the Grant Expiration Date, whichever
period is shorter.
2
(b) Termination of Employment by Reason of Retirement or Disability. If a
Termination of Employment occurs by reason of Retirement or Disability prior to
the vesting in full of the Option, then any unexercised portion of the Option
which has not vested on such date of Termination of Employment will
automatically be forfeited. The Option, to the extent vested, may be exercised
by Awardee (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, provided that if Awardee has at least 15 years of service with the Company
and its Affiliates (collectively, the "Cardinal Group") at the time of
Retirement, the Option, to the extent vested, may be exercised by Awardee (or
any transferee, if applicable) until the Grant Expiration Date. Notwithstanding
the foregoing, if Awardee dies after Retirement or Disability, but before the
expiration of the exercise period provided for by the preceding sentence, 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
Awardee under the will of Awardee from and after such death only until the
earlier of (x) the first anniversary of the date of death or (y) the date upon
which such exercise period would have otherwise expired.
(c) Other Termination of Employment. If a Termination of Employment occurs by
any reason other than death, Retirement or Disability, any unexercised portion
of the Option which has not vested on such date of Termination of Employment
will automatically be forfeited. Unless otherwise determined by the
Administrator at or after grant or Termination of Employment and subject to
Section 16(b)(ii) of the Plan, Awardee (or any transferee, if applicable) will
have 90 days from the date of Termination of Employment or until the Grant
Expiration Date, whichever period is shorter, to exercise any portion of the
Option that is vested and exercisable on the date of Termination of Employment;
provided, however, that if the Termination of Employment was a Termination for
Cause, as determined by the Administrator, the Option may be immediately
canceled by the Administrator (whether then held by Awardee 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 Awardee 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 Awardee'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 the Cardinal Group and Awardee)
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 Awardee and the Cardinal Group, Awardee owes the Cardinal Group a
fiduciary duty to preserve and protect such information from any and all
unauthorized disclosure and use. Accordingly, Awardee 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 Awardee's duties while employed by the Cardinal Group.
"Confidential Information, Trade Secrets or Other Business Sensitive
Information" shall include any such information as defined
3
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. Awardee 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, Awardee 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
Employment with the Cardinal Group, Awardee 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. Awardee 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 Awardee's duties while employed by the Cardinal Group.
7. Other Covenants. Except as modified by paragraph 11 below, Awardee hereby
covenants and agrees that, in consideration of the grant hereunder, Awardee
shall not, either directly or indirectly, on Awardee's own behalf or on any
other's behalf, engage in or assist others in any of the following activities:
(a) Awardee 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
Awardee;
(b) During Awardee's employment with the Cardinal Group and for 12 months
following the Termination of Employment for any reason, Awardee 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
Employment with the Cardinal Group;
(c) Awardee 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;
(d) During Awardee's employment with the Cardinal Group and for 12 months
following the Termination of Employment for any reason, Awardee 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 Awardee in the performance of Awardee's job duties while employed
with the Cardinal Group;
4
(e) During Awardee's employment with the Cardinal Group and for 12 months
following the Termination of Employment for any reason, Awardee shall not
solicit or accept business of the same type as that in which Awardee was
employed by the Cardinal Group from any customer, potential customer, vendor or
supplier of the Cardinal Group that was known to Awardee in the performance of
Awardee's job duties while employed with the Cardinal Group, nor shall Awardee
during such time period solicit or accept such business within any geographic
area in which Awardee was assigned or for which Awardee had any managerial
responsibility;
(f) During Awardee's employment with the Cardinal Group and for 12 months
following the Termination of Employment for any reason, Awardee 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 Awardee was assigned or for
which Awardee had any managerial responsibility; and
(g) Awardee shall not breach or violate any provision of any employment or
severance agreement that Awardee 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 Awardee would become employed or otherwise associated with a
competitor of the Cardinal Group, it would be inevitable that Awardee would
disclose Confidential Information, Trade Secrets or Other Business Sensitive
Information as defined above to such competitor. The parties acknowledge and
agree that Awardee 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 Awardee agreeing to comply with them, the Cardinal Group
would not have granted such Option to Awardee. 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 to such
paragraphs. The existence of any claim by Awardee 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 Awardee 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 Awardee.
5
11. California Specific Modifications. This paragraph 11 shall supercede and
modify certain of the covenants, obligations and restrictions of Awardee set
forth in paragraph 7 above in the event that, and only during such time that,
Awardee'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 Awardee was assigned or for which
Awardee had any managerial responsibility, Awardee shall not, during Awardee's
employment with the Cardinal Group and for 12 months following Termination of
Employment for any reason, solicit or actually transact business with any
existing customer of the Cardinal Group of which Awardee's knowledge of the
existence of that customer or of that customer's purchasing habits, product
preferences or commercial practices exists because of Awardee's receipt of
Confidential Information, Trade Secrets or Other Business Sensitive Information
from the Cardinal Group; and
(b) Regardless of geographic area, Awardee shall not, during the period of
Awardee's employment with the Cardinal Group and for 12 months following
Termination of 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 Employment with the Cardinal Group whose identities are not
already within the public domain if Awardee 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 Awardee's employment with the Cardinal Group.
In the event that Awardee 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. Awardee 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 Awardee'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 Awardee 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 Awardee engages in conduct that is in
violation of the covenants and restrictions contained in this agreement, then
Awardee 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) Awardee 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
Awardee or any
6
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
Awardee that is in violation of the covenants and restrictions of this agreement
(the "Look-Back Period"), less $1.00.
Awardee may be released from Awardee's obligations under this paragraph 13 if
and only if the Administrator (or its duly appointed designee) determines, in
writing and in its sole discretion, that such action is in the best interests of
the Company. Awardee 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 Awardee's continuing obligations contained
herein. No provisions of this agreement shall diminish, negate or otherwise
impact any separate noncompete or other agreement to which Awardee 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 Awardee contained in this agreement, the
provisions of this agreement shall take precedence and such other inconsistent
provisions shall be null and void. Awardee acknowledges and agrees that the
restrictions and covenants of Awardee contained in this agreement are being made
for the benefit of the Company in consideration of Awardee's receipt of the
Option, in consideration of employment, in consideration of exposing Awardee 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. Awardee further acknowledges that the receipt of the Option
and execution of this agreement are voluntary actions on the part of Awardee and
that the Company is unwilling to provide the Option to Awardee without including
the restrictions and covenants of Awardee 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, Awardee consents to a deduction
from, and set-off against, any amounts owed to Awardee by any member of the
Cardinal Group from time to time (including, but not limited to, amounts owed to
Awardee as wages, severance payments or other fringe benefits) to the extent of
the amounts owed to the Cardinal Group by Awardee under this agreement.
15. Withholding Tax. The Company shall have the right to require Awardee to pay
to the Company the amount of any taxes which the Company is required to withhold
with respect to the Options, or, in lieu thereof, to retain, or sell without
notice, a sufficient number of Shares subject to the Option to cover the amount
required to be withheld. In the case of any amounts withheld for taxes pursuant
to this provision in the form of Shares, the amount withheld shall not exceed
the minimum required by applicable law and regulations.
16. 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
7
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 Awardee
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 Awardee, and Awardee 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, Awardee shall be responsible to the Company
for all costs and reasonable legal fees incurred by the Company with regard to
such proceedings.
17. 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 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.
18. Action by the Administrator. The parties agree that the interpretation of
this agreement shall rest exclusively and completely within the sole discretion
of the Administrator. The parties agree to be bound by the decisions of the
Administrator with regard to the interpretation of this agreement and with
regard to any and all matters set forth in this agreement. The Administrator may
delegate its functions under this agreement to an officer of the Cardinal Group
designated by the Administrator (hereinafter the "designee"). In fulfilling its
responsibilities hereunder, the Administrator or its designee may rely upon
documents, written statements of the parties, or such other material as the
Administrator or its designee deems appropriate. The parties agree that there is
no right to be heard or to appear before the Administrator or its designee and
that any decision of the Administrator or its designee relating to this
agreement, including, without limitation, whether particular conduct constitutes
a violation of the covenants, obligations and restrictions of Awardee 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.
19. Prompt Acceptance of Agreement. The Option grant evidenced by this agreement
shall, at the discretion of the Administrator, be forfeited be forfeited if this
agreement is not manually executed and returned to the Company, or
electronically executed by Awardee by indicating Awardee's acceptance of this
agreement in accordance with the acceptance procedures set forth on the
Company's third-party equity plan administrator's web site, within 90 days of
the Grant Date.
20. 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
8
means. Awardee 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.
21. Notices. All notices, requests, consents and other communications required
or provided under this agreement to be delivered by Awardee 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:
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 Awardee 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 Awardee.
CARDINAL HEALTH, INC.
By: ________________________________
Its: _______________________________
9
ACCEPTANCE OF AGREEMENT
Awardee 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; (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; and
(c) represents that he or she understands that the acceptance of this agreement
through an on-line or electronic system, if applicable, carries the same legal
significance as if he or she manually signed the agreement. Awardee further
acknowledges receiving a copy of the Company's most recent annual report to
shareholders 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.
[_________________________________
Awardee's Signature
__________________________________
Awardee's Social Security Number
__________________________________
Date]
10
