Exhibit 10.70
S TOCK O PTIONS
(N ON -E MPLOYEE D IRECTORS (C URRENT AND F ORMER ))
A DJUSTMENTS TO C ARDINAL H EALTH S TOCK O PTIONS AND T ERMS OF C ARE F USION S TOCK O PTIONS
August 31,
2009
As a result of the separation of the
clinical and medical products businesses of Cardinal Health, Inc.
(“ Cardinal Health ”) by means of a spin-off of
those businesses to Cardinal Health’s shareholders, effective
August 31, 2009 (the “ Spin-Off ”),
outstanding stock option awards granted by Cardinal Health to you
(the “ Cardinal Health Options ”) pursuant to
the terms of equity incentive plans adopted by Cardinal Health
(“ Cardinal Health Equity Plans ”) and related
grant agreements (the “ Cardinal Option Agreements
”) are being adjusted, as of the effective time of the
Spin-Off, as follows:
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With respect to each outstanding
Cardinal Health Option initially granted to you on or prior to
September 26, 2007 (each, a “ Pre-2007 Cardinal
Option ”), (i) the exercise price and number of
shares subject to such option are being adjusted (each, an “
Adjusted Pre-2007 Cardinal Option ”) and (ii) you
are receiving a nonqualified stock option to purchase common stock
of CareFusion Corporation (each, a “ CareFusion Option
”).
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With respect to each outstanding
Cardinal Health Option initially granted to you after
September 26, 2007 (each, a “ Post-2007 Cardinal
Option ”):
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If you are a non-employee
director of Cardinal Health prior to the effective time of the
Spin-Off who is not a member of the Board of Directors of
CareFusion Corporation on August 31, 2009, the exercise price
and number of shares subject to your Post-2007 Cardinal Options are
being adjusted (each, an “ Adjusted Post-2007 Cardinal
Option ”); and
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If you are a non-employee
director of Cardinal Health prior to the effective time of the
Spin-Off who is a member of the Board of Directors of CareFusion
Corporation on August 31, 2009, your Post-2007 Cardinal
Options will be cancelled and CareFusion Options will be
issued.
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Adjusted Pre-2007 Cardinal
Options and Adjusted Post-2007 Cardinal Options
Except for the adjusted exercise
price and number of shares subject to each Pre-2007 Cardinal Option
and Post-2007 Cardinal Option, your Adjusted Pre-2007 Cardinal
Options and Adjusted Post-2007 Cardinal Options will continue to be
governed by (i) your Cardinal Option Agreements, as amended
(including the provisions in the agreements relating to
“Triggering Conduct/Competitor Triggering Conduct” and
“Special Forfeiture/Repayment Rules”) and (ii) the
Cardinal Health Equity Plan under which the agreement was issued,
also as amended. Therefore, among other terms, the extent to which
each Adjusted Pre-2007 Cardinal Option and Adjusted Post-2007
Cardinal Option will vest and become exercisable on and after
specific dates and the date on which such options will expire will
be the same as those set forth in your Cardinal Option
Agreements.
S TOCK O PTIONS
(N ON -E MPLOYEE D IRECTORS (C URRENT AND F ORMER ))
The adjusted exercise price and
number of shares subject to each Adjusted Pre-2007 Cardinal Option
and Adjusted Post-2007 Cardinal Option can be found on the website
of Cardinal Health’s third-party equity plan
administrator.
Please note that CareFusion
Corporation (“ CareFusion ”) and its affiliates
are third party beneficiaries of all rights that benefit CareFusion
with respect to your Adjusted Pre-2007 Cardinal Options and
Adjusted Post-2007 Cardinal Options and as a result CareFusion may
enforce with full force and effect all terms and conditions that
benefit CareFusion with respect to such options.
CareFusion
Options
Your CareFusion Options are granted
under, and subject to, the terms and conditions of the CareFusion
Corporation 2009 Long-Term Incentive Plan. They are also subject to
the terms of the Cardinal Option Agreement for the corresponding
Cardinal Health Option (including provisions regarding
“Triggering Conduct/Competitor Triggering Conduct” and
“Special Forfeiture/Repayment Rules”) and the
applicable Cardinal Health Equity Plan, which have been adjusted
and restated on Appendix A attached hereto for purposes of
applying them to your CareFusion Options and have been approved by
the Human Resources and Compensation Committees of Cardinal Health
and CareFusion. Please note that Cardinal Health and its affiliates
are third party beneficiaries of all rights that benefit Cardinal
Health with respect to your CareFusion Options and as a result
Cardinal Health may enforce with full force and effect all terms
and conditions that benefit Cardinal Health with respect to such
options.
S TOCK O PTIONS
(N ON -E MPLOYEE D IRECTORS (C URRENT AND F ORMER ))
Appendix A
CAREFUSION
CORPORATION
NONQUALIFIED STOCK OPTION TERMS
AND CONDITIONS
These Nonqualified Stock Option
Terms and Conditions (the “Terms”) adjust and restate
the terms that apply to the Cardinal Health Options (as defined
below) for purposes of applying such terms to the nonqualified
stock options (the “CareFusion Options”) granted to
Awardee by CareFusion Corporation (the “Company”) under
the CareFusion Corporation 2009 Long-Term Incentive Plan (the
“Plan”) as a result of the separation of the clinical
and medical products businesses of Cardinal Health, Inc.
(“Cardinal Health”) by means of a spin-off of at least
80.1% of the outstanding common stock of the Company to Cardinal
Health’s shareholders, effective on August 31, 2009 (the
“Spin-Off”). These Terms, together with the Option
Terms (as defined below) and the Plan, shall govern the CareFusion
Options. The CareFusion Options are Replacement Awards under the
Plan.
The “Number of Shares”
that are covered by the CareFusion Options and the “Exercise
Price per Share” of the CareFusion Options constitute the
option terms (the “Option Terms”) and can be found on
the website of the Company’s third-party equity plan
administrator. The extent to which the CareFusion Options shall
vest and become exercisable on and after specific dates (the
“Vesting Date(s)”), subject in each case to the
provisions of these Terms, including those relating to
Awardee’s continued service with Cardinal Health and its
Affiliates (collectively, the “Cardinal Group”) and the
date on which the CareFusion Options shall expire (the “Grant
Expiration Date”) are the same terms as those set forth in
Awardee’s stock option agreement(s) (each, a “Cardinal
Option Agreement”) for stock option awards granted to Awardee
by Cardinal Health (the “Cardinal Health Options”) on
the grant date specified in the agreement for such Cardinal Health
Options (the “Pre-Spin Grant Date”).
Capitalized terms used in these
Terms which are not specifically defined herein will have the
meanings ascribed to such terms in the Plan.
1. Method of Exercise and Payment
of Price .
(a) Method of Exercise . At
any time when all or a portion of the CareFusion Options is
exercisable under the Plan and these Terms, some or all of the
exercisable portion of the CareFusion Options may be exercised from
time to time by written notice to the Company, or such other method
of exercise as may be specified by the Company, including, without
limitation, exercise by electronic means on the website of the
Company’s third-party equity plan administrator, which
will:
(i) state the number of whole Shares
with respect to which the CareFusion Options are being exercised;
and
(ii) if the CareFusion Options are
being exercised by anyone other than Awardee, if not already
provided, be accompanied by proof satisfactory to counsel for the
Company of the right of such person or persons to exercise the
CareFusion Options under the Plan and all Applicable Laws and
regulations.
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S TOCK O PTIONS
(N ON -E MPLOYEE D IRECTORS (C URRENT AND F ORMER ))
(b) Payment of Price . The
full exercise price for the portion of the CareFusion Options being
exercised shall be paid to the Company as provided
below:
(i) in cash;
(ii) by check or wire transfer
(denominated in U.S. Dollars);
(iii) subject to any conditions or
limitations established by the Administrator, other Shares which
(A) in the case of Shares acquired from the Company (whether
upon the exercise of the CareFusion Options or otherwise), have
been owned by the Participant for more than six (6) months on
the date of surrender (unless this condition is waived by the
Administrator), and (B) have a Fair Market Value on the date
of surrender equal to or greater than the aggregate exercise price
of the Shares as to which said CareFusion Options shall be
exercised (it being agreed that the excess of the Fair Market Value
over the aggregate exercise price shall be refunded to Awardee,
with any fractional Share being repaid in cash);
(iv) consideration received by the
Company under a broker-assisted sale and remittance program
acceptable to the Administrator; or
(v) any combination of the foregoing
methods of payment.
2. Transferability . The
CareFusion Options shall be transferable (I) at
Awardee’s death, by Awardee by will or pursuant to the laws
of descent and distribution, and (II) by Awardee during
Awardee’s lifetime, without payment of consideration, to
(a) the spouse, former spouse, parents, stepparents,
grandparents, parents-in-law, siblings, siblings-in-law, children,
stepchildren, children-in-law, grandchildren, nieces or nephews of
Awardee, or any other persons sharing Awardee’s household
(other than tenants or employees) (collectively, “Family
Members”), (b) a trust or trusts for the primary benefit
of Awardee or such Family Members, (c) a foundation in which
Awardee or such Family Members control the management of assets, or
(d) a partnership in which Awardee or such Family Members are
the majority or controlling partners; provided ,
however , that subsequent transfers of the transferred
CareFusion Options shall be prohibited, except (X) if the
transferee is an individual, at the transferee’s death by the
transferee by will or pursuant to the laws of descent and
distribution, and (Y) without payment of consideration to the
individuals or entities listed in subparagraphs II(a), (b) or
(c), above, with respect to the original Awardee. The Administrator
may, in its discretion, permit transfers to other persons and
entities as permitted by the Plan. Neither a transfer under a
domestic relations order in settlement of marital property rights
nor a transfer to an entity in which more than 50% of the voting
interests are owned by Awardee or Family Members in exchange for an
interest in that entity shall be considered to be a transfer for
consideration. Within ten (10) days of any transfer, Awardee
shall notify the Compensation and Benefits department of the
Company in writing of the transfer. Following transfer, the
CareFusion Options shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer
and, except as otherwise provided in the Plan or these Terms,
references to the original Awardee shall be deemed to refer to the
transferee. The effects of Awardee’s termination of service
on the Cardinal Board (as defined below) provided in paragraph 3
hereof shall continue to be applied with respect to the original
Awardee, following which the CareFusion Options shall be
exercisable by the transferee only to the ext
