CARDINAL HEALTH, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 7th, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
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, 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 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 Aw
CARDINAL HEALTH, INC. RESTRICTED SHARE UNITS AGREEMENTRestricted Share Units Agreement • August 7th, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
On [grant date] (the “Grant Date”), Cardinal Health, Inc, an Ohio corporation (the “Company”), has awarded to [employee name] (“Awardee”) [# of shares] 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 “Shares”) to Awardee as set forth herein. The Restricted Share Units 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 Share Units 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.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries
This First Amendment to the Second Amended and Restated Employment Agreement (“Amendment”) is made effective August 2, 2006, by and between Cardinal Health, Inc., an Ohio corporation (the “Company”), and Robert D. Walter (the “Executive”),
CARDINAL HEALTH, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 7th, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
On [date of grant] (the “Grant Date”), Cardinal Health, Inc., an Ohio corporation (the “Company”), has awarded to Robert D. Walter (“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, 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 vest and become exercisable in accordance with the following schedule: four equal installments on each of the first four anniversaries of the Grant Date (each, the “Vesting Date” with respect to the portion of the Option scheduled to vest on such date), subject in each case
CARDINAL HEALTH, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 7th, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
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, 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 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 Aw
CARDINAL HEALTH, INC. RESTRICTED SHARE UNITS AGREEMENTRestricted Share Units Agreement • August 7th, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
On [grant date] (the “Grant Date”), Cardinal Health, Inc, an Ohio corporation (the “Company”), has awarded to [employee name] (“Awardee”) [# of shares] 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 “Shares”) to Awardee as set forth herein. The Restricted Share Units 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 Share Units 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.
ON CARDINAL HEALTH LETTERHEAD]Employment Offer Letter Agreement • August 7th, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries
The purpose of this letter is to supplement and amend the Letter Agreement signed by you and Cardinal Health, Inc. (the “Company”) dated April 13, 2005, in accordance with resolutions approved by the Human Resources and Compensation Committee of the Board of Directors at its meeting on August 1, 2006. The following are the additional or revised terms governing your employment by the Company:
CARDINAL HEALTH, INC. RESTRICTED SHARE UNITS AGREEMENTRestricted Share Units Agreement • August 7th, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
On [date of grant] (the “Grant Date”), Cardinal Health, Inc, an Ohio corporation (the “Company”), has awarded to Robert D. Walter (“Awardee”) [# of RSUs] 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 “Shares”) to Awardee as set forth herein. The Restricted Share Units 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 Share Units 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.
