0001193125-08-202536 Sample Contracts

CARDINAL HEALTH, INC. RESTRICTED SHARE UNITS AGREEMENT
Restricted Share Units Agreement • September 29th, 2008 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio

This Agreement is entered into in Franklin County, 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”), each of which represents an unfunded, unsecured promise of the Company to deliver one common share, without par value, of the Company to Awardee as set forth herein. The common shares subject to this Award are referred to as the “Shares.” 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. This Award is g

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 29th, 2008 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries

This Amendment (the “Amendment”) to the Employment Agreement (the “Agreement”), dated as of April 17, 2006, as amended as of September 21, 2007, by and between Cardinal Health, Inc. (the “Company”) and R. Kerry Clark (the “Executive”), is made and entered into as of the 26th day of September, 2008, by and between the Company and Executive.

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