Exhibit 10.49
RESTRICTED SHARE UNITS AGREEMENT
Cardinal Health, Inc., an Ohio corporation (the "Company"), on
May 17, 1994, granted to Xxxxxx X. Xxxxxx (the "Grantee") 2,500 (which as of the
date of this agreement have been split adjusted to equal 10,545) Common Shares
in the Company (the "Restricted Shares"). The Company and Grantee desire to
cancel the Restricted Shares and grant to Grantee 10,545 Restricted Share Units
(the "Restricted Share Units" or "Award") representing an unfunded, unsecured
promise of the Company to deliver Common Shares to the Grantee 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"), and shall
be subject to all provisions of the Plan, which are hereby incorporated herein
by reference, and shall be subject to the provisions of this agreement.
Capitalized terms used herein which are not specifically defined herein shall
have the meanings ascribed to such terms in the Plan.
sec. 1. VESTING. The Restricted Share Units shall vest in
accordance with the following schedule (which dates shall be "Vesting Date(s)"):
VESTING DATE % OF RESTRICTED SHARE UNITS
January 6, 2002 50%
May 17, 2002 50%
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100%
sec. 2. PURCHASE PRICE. The purchase price of the Restricted
Share Units shall be $-0-.
sec. 3. TRANSFERABILITY. The Restricted Share Units shall not be
transferable.
sec. 4. TERMINATION OF SERVICE. Unless otherwise determined by the
Committee at or after grant or termination and except as set forth below, if the
Grantee's Continuous Service (as defined below) to the Company and its
subsidiaries (collectively, the "Cardinal Group") terminates prior to the
vesting of the Restricted Share Units, all of the Restricted Share Units that
have not vested shall be forfeited by the Grantee. If the Grantee's Continuous
Service terminates prior to the vesting of all of the Restricted Share Units by
reason of the Grantee's death, by the Grantee for "Good Reason" or by the
Company other than for "Cause" (as each such term is defined in the Employment
Agreement between the Grantee and the Company, dated as of November 20, 2001
(the "Employment Agreement")), then the restrictions with respect to all of the
Restricted Share Units shall lapse and such shares shall not be forfeited. If,
prior to the vesting of all of the Restricted Share Units, the Grantee suffers a
"Disability" (as defined in the Employment Agreement), then, for purposes of the
vesting of the Restricted Share Units, the Grantee shall be treated as a
consulting employee and the Restricted Share Units shall continue to vest in
accordance with the vesting schedule set forth in Section 1 above, provided that
the Grantee and the Company enter into a mutually acceptable agreement pursuant
to which the
Grantee will continue as a consulting employee from the Disability
Effective Date (as defined in the Employment Agreement), as applicable, through
May 17, 2002 (notwithstanding any later date set forth in the Employment
Agreement). For purposes of this agreement, the term "Continuous Service" shall
mean the absence of any interruption or termination of service as an employee or
director of any entity within the Cardinal Group.
sec. 5. PAYMENT. On the later to occur of (a) the Grantee's 62nd
birthday or (b) the first date on which the Grantee would not be a "covered
employee" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended, or on such earlier date as may be approved by the Board of
Directors of the Company, the Grantee shall be entitled to receive from the
Company (without any payment on behalf of the Grantee) the Company Common Shares
represented by this Award.
sec. 6. DIVIDENDS. The Grantee shall not receive cash dividends on the
Restricted Share Units but instead shall receive a cash payment from the Company
on each cash dividend payment date of the Company in an amount equal to the
dividends that would have been paid on the Company Common Shares represented by
the Restricted Share Units.
sec. 7. NO SHAREHOLDER RIGHTS. The Grantee shall have no rights of a
shareholder with respect to the Restricted Share Units, including, without
limitation, the Grantee shall not have the right to vote the Common Shares
represented by the Restricted Share Units.
sec. 8. WITHHOLDING TAX. The Company shall have the right to require
the Grantee to pay to the Company the amount of any taxes which the Company is
required to withhold with respect to the Restricted Share Units or, in lieu
thereof, to withhold a sufficient amount of Common Shares underlying the
Restricted Share Units 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
Common Shares, the amount withheld shall not exceed the minimum required by
applicable law and regulation.
CARDINAL HEALTH, INC.
DATE OF AGREEMENT: December 31, 2001 By: /s/ Xxxx X. Xxxxxxxx
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Title: Executive Vice President
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ACCEPTANCE OF AGREEMENT
The Grantee hereby: (a) acknowledges that he has received a copy of the
Plan, a copy of the Company's most recent Annual Report and other communications
routinely distributed to the Company's shareholders, and a copy of the Plan
Description dated August 8, 2001 pertaining to the Plan; (b) accepts this
agreement and the Restricted Share Units granted to him under this agreement
subject to all provisions of the Plan and this agreement; (c) represents and
warrants to the Company that he is purchasing the Restricted Share Units for his
own account, for investment, and not with a view to or any present intention of
selling or distributing the Restricted Share Units either now or at any specific
or determinable future time or period or upon the occurrence or nonoccurrence of
any predetermined or reasonably foreseeable event; and (d) agrees that no
transfer of the Common Shares delivered in respect of the Restricted Share Units
shall be made unless the Common Shares have been duly registered under all
applicable Federal and state securities laws pursuant to a then-effective
registration which contemplates the proposed transfer or unless the Company has
received a written opinion of, or satisfactory to, its legal counsel that the
proposed transfer is exempt from such registration:
/s/ Xxxxxx X. Xxxxxx
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Grantee's Signature
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Grantee's Social Security Number
