CARDINAL HEALTH, INC. DIRECTORS’ RESTRICTED SHARE UNITS AGREEMENT UNDER THE AMENDED AND RESTATED OUTSIDE DIRECTORS EQUITY INCENTIVE PLANRestricted Share Units Agreement • November 13th, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
On (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 “Shares”) to Grantee as set forth herein. The Restricted Share Units have been granted pursuant to the Cardinal Health, Inc. Amended and Restated Outside Directors Equity 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”). 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.
Cardinal Health Letterhead]Confidentiality and Business Protection Agreement • November 13th, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries
It is with great pleasure that I confirm in writing your promotion and the terms of your employment in your new position with Cardinal Health, Inc. (the “Company” or “Cardinal Health”). This letter will replace your existing employment agreement dated September 2, 2005, which you agree will no longer apply:
CARDINAL HEALTH, INC. DIRECTORS’ STOCK OPTION AGREEMENT UNDER THE AMENDED AND RESTATED OUTSIDE DIRECTORS EQUITY INCENTIVE PLAN’ Stock Option Agreement • November 13th, 2006 • 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 of $ (i.e., the equivalent of $ for each full Share). The Option has been granted pursuant to the Cardinal Health, Inc. Amended and Restated Outside Directors Equity Incentive Plan, as amended (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, unless previously forfeited, shall vest and become exercisable on , and shall expire on . Notwithstanding the foregoing, in the event of a Change of Control prior to Grantee’s termination of service on the Company’s Board of Directors (the “Boar
