CARDINAL HEALTH, INC. RESTRICTED SHARES AGREEMENTRestricted Shares Agreement • August 24th, 2007 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
On August 15, 2006 (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.
DIRECTORS’ STOCK OPTION AGREEMENT UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE PLANDirectors’ Stock Option Agreement • August 24th, 2007 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
Cardinal Health, Inc., an Ohio corporation (the “Company”), has granted to (the “Grantee”), an option (the “Option”) to purchase Common Shares, without par value (the “Shares”), of the Company for a total purchase price (the “Option Price”) of $ (i.e., the equivalent of $ for each full Share). The Option has been granted pursuant to the Cardinal Health, Inc. Amended and Restated Equity Incentive Plan (the “Plan”) and shall include and be subject to all provisions of the Plan, which are hereby incorporated herein by reference, and shall be subject to the following 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. This option shall be exercisable at any time on or after and prior to .
OMNIBUS AMENDMENT DATED AS OF JUNE 20, 2007 BY AND AMONG CARDINAL HEALTH FUNDING, LLC, GRIFFIN CAPITAL, LLC, THE CONDUITS PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, THE MANAGING AGENTS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Agent...Omnibus Amendment • August 24th, 2007 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
This OMNIBUS AMENDMENT (this “Omnibus Amendment”), dated as of June 20, 2007, by and among Cardinal Health Funding, LLC (“Funding”), Griffin Capital, LLC, individually and as Servicer under and as defined in the Receivables Purchase Agreement referred to below (“Griffin” or “Servicer”), each entity signatory hereto as a Conduit (each a “Conduit” and collectively, the “Conduits”), each entity signatory hereto as a Financial Institution (each a “Financial Institution” and, collectively with the Conduits, the “Purchasers”), each entity signatory hereto as a Managing Agent (each a “Managing Agent” and collectively, the “Managing Agents”) and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as the Agent (the “Agent”).
AMENDMENT NO. 3 to the PURCHASE AND SALE AGREEMENT by and between CARDINAL HEALTH, INC. and PHOENIX CHARTER LLC Dated as of January 25, 2007 Amendment No. 1 Dated as of March 9, 2007 Amendment No. 2 Dated as of April 10, 2007 Amendment No. 3 Dated as...Purchase and Sale Agreement • August 24th, 2007 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries
This AMENDMENT NO. 3, dated as of June 22, 2007 (this “Amendment”), to the Purchase and Sale Agreement, dated as of January 25, 2007, as amended by Amendment No. 1 dated as of March 9, 2007 and Amendment No. 2 dated as of April 10, 2007 to the Purchase and Sale Agreement (collectively, the “Purchase Agreement”), is by and between Cardinal Health, Inc., an Ohio corporation (“Seller”), and Phoenix Charter LLC, a Delaware limited liability company (“Purchaser”).
SECOND AMENDED AND RESTATED PERFORMANCE GUARANTYPerformance Guaranty • August 24th, 2007 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
This Second Amended and Restated Performance Guaranty (this “Guaranty”), dated as of June 20, 2007, is executed by Cardinal Health, Inc., an Ohio corporation (“Cardinal” or the “Performance Guarantor”) in favor of Cardinal Health Funding, LLC, a Nevada limited liability company (together with its successors and assigns, “Beneficiary”).
RESTRICTED SHARE UNITS AGREEMENTRestricted Share Units Agreement • August 24th, 2007 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
On August 6, 2004 (the “Grant Date”), Cardinal Health, Inc, an Ohio corporation (the “Company”), has granted to (“Grantee”) 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 have been 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 Restricted Share Units Agreement (this “Agreement”). In the event of a conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall control. Capitalized terms used in this Agreement which are not specifically defined shall have the meanings ascribed to such terms in the Plan.
