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.
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.
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”).
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”).
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.
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
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”).
