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ADJUSTMENTS TO CARDINAL HEALTH STOCK OPTIONS AND TERMS OF CAREFUSION STOCK OPTIONS

Equity Incentive Plan Agreement

ADJUSTMENTS TO CARDINAL HEALTH STOCK OPTIONS AND TERMS OF CAREFUSION STOCK OPTIONS | Document Parties: Cardinal Health, Inc | CareFusion Corporation You are currently viewing:
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Cardinal Health, Inc | CareFusion Corporation

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Title: ADJUSTMENTS TO CARDINAL HEALTH STOCK OPTIONS AND TERMS OF CAREFUSION STOCK OPTIONS
Governing Law: Ohio     Date: 9/15/2009

ADJUSTMENTS TO CARDINAL HEALTH STOCK OPTIONS AND TERMS OF CAREFUSION STOCK OPTIONS, Parties: cardinal health  inc , carefusion corporation
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Exhibit 10.66

S TOCK O PTIONS

(U.S. C ARDINAL E MPLOYEES (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 or an affiliate to you (the “ Cardinal Health Options ”) pursuant to the terms of equity incentive plans adopted by Cardinal Health (including those plans acquired or assumed by Cardinal Health in acquisitions) (“ 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:

 

 

 

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 ”).

 

 

 

With respect to each outstanding Cardinal Health Option initially granted to you after September 26, 2007 (each, a “ Post-2007 Cardinal Option ”), the exercise price and number of shares subject to such option are being adjusted (each, an “ Adjusted Post-2007 Cardinal Option ”).

 

 

 

For the sole purpose of determining how the Cardinal Health Options will be adjusted in connection with the Spin-Off, references to the “initial” date of grant of a Cardinal Health Option refer to the date when such option was initially granted pursuant to one of the Cardinal Health Equity Plans, except that the “initial” date of grant of a Cardinal Health Option that was granted under the Offer to Exchange, dated June 19, 2009, shall be deemed to be the initial grant date of the Cardinal Health Option for which it was exchanged.

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 Option and Adjusted Post-2007 Cardinal Option 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

(U.S. C ARDINAL E MPLOYEES (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 Pre-2007 Cardinal 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

(U.S. C ARDINAL E MPLOYEES (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 employment 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 (i) in Awardee’s stock option agreement(s) for stock option awards granted to Awardee by Cardinal Health or one of its Affiliates (the “Cardinal Health Options”) on the grant date specified in the agreement for such Cardinal Health Options (the “Pre-Spin Grant Date”) or (ii) on the website of the Company’s third-party equity plan administrator in the event that Awardee participated in Cardinal Health’s Offer to Exchange, effective June 19, 2009 (each of (i) and (ii), the “Cardinal Option Agreement”).

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.

 

1


S TOCK O PTIONS

(U.S. C ARDINAL E MPLOYEES (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 events of a Termination of Employment of Awardee 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 extent, and for the periods, specified in paragraph 3. The Company shall have no obligation to notify any transferee of Awardee’s Termination of Employment

 

2


S TOCK O PTIONS

(U.S. C ARDINAL E MPLOYEES (C URRENT AND F ORMER ))

 

with the Cardinal Group for any reason. The conduct prohibited of Awardee in paragraphs 5 and 6 hereof shall continue to be prohibited of Awardee following transfer to the same extent as immediately prior to transfer and the CareFusion Options (or its economic value, as applicable) shall be subject to forfeiture by the transferee and recoupment from Awardee to the same extent as would have been the case of Awardee had the CareFusion Options not been transferred. Awardee shall remain subject to the recoupment provisions of paragraphs 5 and 6 of these Terms and tax withholding provisions of Section 31 of the Plan following transfer of the CareFusion Options.

3. Termination of Employment .

(a) Termination of Employment by Reason of Death or Disability . If a Termination of Employment occurs by reason of death or Disability prior to the vesting in full of the CareFusion Options, but at least six (6) months from the Pre-Spin Grant Date, then any unvested portion of the CareFusion Options shall vest upon and become exercisable in full from and after such Termination of Employment due to death or Disability. The CareFusion Options may thereafter be exercised by Awardee, any transferee of Awardee, if applicable, or by the legal representative of the estate or by the legatee of Awardee under the will of Awardee from the date of such Termination of Employment due to death or Disability until the Grant Expiration Date.

(b) Termination of Employment by Reason of Retirement . If a Termination of Employment occurs by reason of Retirement prior to the vesting in full of the CareFusion Options, but at least six (6) months from the Pre-Spin Grant Date, then a Ratable Portion of each installment of the CareFusion Options that would have vested on each future Vesting Date shall immediately vest and become exercisable. Such Ratable Portion shall, with respect to the applicable installment, be an amount equal to such installment of the CareFusion Options scheduled to vest on the applicable Vesting Date multiplied by a fraction, the numerator of which shall be the number of days from the Pre-Spin Grant Date through the date of such termination, and the denominator of which shall be the number of days from the Pre-Spin Grant Date through such Vesting Date. The CareFusion Options, to the extent vested, may be exercised by Awardee (or any transferee, if applicable) until the Grant Expiration Date. If Awardee dies after Retirement, but before the Grant Expiration Date, the CareFusion Options, to the extent vested, may be exercised by any transferee of the CareFusion Options, if applicable, or by the legal representative of the estate or by the legatee of Awardee under the will of Awardee from and after such death until the Grant Expiration Date. For purposes of these Terms and this Award under the Plan, “Retirement” shall refer to Age 55 Retirement, which means Termination of Employment by a Participant (other than by reason of death or Disability and other than in the event of Termination for Cause) from the Cardinal Group (i) after attaining age fifty-five (55), and (ii) having at least ten (10) years of continuous service with Cardinal Health and its Affiliates, in


 
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