Cardinal Health?s 2005 Long-Term Incentive Plan

Exhibit 10.64

RSUs

(U.S. C ARE F USION E MPLOYEES )

A DJUSTMENTS TO C ARDINAL H EALTH R ESTRICTED S HARE U NITS AND T ERMS OF

C ARE F USION R ESTRICTED S HARE U NITS

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 restricted share unit awards granted by Cardinal Health to you (the “ Cardinal Health RSUs ”) pursuant to the terms of Cardinal Health’s 2005 Long-Term Incentive Plan, as amended and restated November 5, 2008 (the “Cardinal LTIP”), and related grant agreements (the “ Cardinal Health RSU Agreements ”) are being adjusted, as of the effective time of the Spin-Off, as follows:

Adjustments to Terms of Pre-2007 Cardinal RSUs

Except as described below, your Pre-2007 Cardinal RSU will continue to be governed by (i) your Cardinal Health RSU 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 LTIP. Therefore, among other terms, the extent to which each Pre-2007 Cardinal RSU will vest on and after specific dates will be the same as those set forth in your Cardinal Health RSU Agreements.

Your Pre-2007 Cardinal RSUs have been adjusted in the following ways:

RSUs

(U.S. C ARE F USION E MPLOYEES )

Forfeiture/Repayment Rules” and “Holding Periods Requirements.” you will cease to be employed by Cardinal Health when the Spin-Off is effective.

CareFusion RSUs

Your CareFusion RSUs 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 Health RSU Agreement for the corresponding Pre-2007 Cardinal RSU (including paragraphs 3 and 4 of the agreement regarding “Triggering Conduct/Competitor Triggering Conduct” and “Special Forfeiture/Repayment Rules”) and the Cardinal LTIP, which have been adjusted and restated on Appendix B attached hereto for purposes of applying them to your CareFusion RSUs 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 RSUs 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 RSUs.

RSUs

(U.S. C ARE F USION E MPLOYEES )

Appendix A

1. Triggering Conduct/Competitor Triggering Conduct .

(a) For so long as you are an employee of the CareFusion Group (as defined below) and for three (3) years following the termination of your full-time employment by CareFusion or one of its affiliates regardless of the reason, in addition to the events set forth in your Cardinal Health RSU Agreement, “Triggering Conduct” shall include:

(i) other than in the performance of duties assigned by the CareFusion Group, disclosing or using in any capacity any confidential information, trade secrets or other business sensitive information or material concerning the CareFusion Group;

(ii) a violation of policies of the CareFusion Group, including, but not limited to, conduct which would constitute a breach of any certificate of compliance or similar attestation/certification signed by you;

(iii) directly or indirectly employing, contacting concerning employment, or participating in any way in the recruitment for employment of (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is an employee, representative, officer or director of the CareFusion Group at any time within the 12 months prior to your Termination of Employment;

(iv) any action by you and/or your representatives that either does or could reasonably be expected to undermine, diminish or otherwise damage the relationship between the CareFusion Group and any of its customers, potential customers, vendors and/or suppliers that were known to you; and

(v) breaching any provision of any employment or severance agreement with a member of the CareFusion Group; and

(b) For so long as you are an employee of the CareFusion Group (as defined below) and for one (1) year following the termination of your full-time employment by CareFusion or one of its affiliates regardless of the reason, in addition to the events set forth in your Cardinal Health RSU Agreement, “Competitor Triggering Conduct” shall include accepting employment with, or serving as a consultant or advisor or in any other capacity to, an entity that is in competition with the business conducted by any member of the CareFusion Group (a “CareFusion Competitor”), including, but not limited to, employment or another business relationship with any CareFusion Competitor if you have been introduced to trade secrets, confidential information or business sensitive information during your employment with the CareFusion Group and such information would aid the CareFusion Competitor because the threat of disclosure of such information is so great that, for purposes of these obligations, it must be assumed that such disclosure would occur.

For purposes of these obligations, “CareFusion Group” means CareFusion Corporation and any subsidiary or other entity that is directly or indirectly controlled by CareFusion Corporation or any entity in which CareFusion Corporation has a significant ownership interest as determined by the administrator of the Cardinal Health, Inc. 2005 Long-Term Incentive Plan, as amended and restated effective as of November 5, 2008.

RSUs

(U.S. C ARE F USION E MPLOYEES )

2. Special Forfeiture/Repayment Rules . You shall remain subject to the terms set forth in the “Special Forfeiture/Repayment Rules” provision of your Cardinal Health RSU Agreement(s), subject to the following adjustments:

(a) All references to “Cardinal Competitor” that appear therein shall also refer to “CareFusion Competitor” (as defined in Section 1 of this Appendix A );

(b) All references to the “Cardinal Group” that appear therein shall also refer to the “CareFusion Group” (as defined in Section 1 of this Appendix A ); and

(c) With respect to calculating the length of the Look-Back Period in the event that you engage only in Competitor Triggering Conduct as described in Section 1(b) of this Appendix A , the Look-Back Period shall be shortened to exclude any period more than one (1) year prior to the effective time of the Spin-Off, but include any period between the effective time of the Spin-Off and engagement in Competitor Triggering Conduct.

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Appendix B

CAREFUSION CORPORATION

RESTRICTED SHARE UNITS TERMS AND CONDITIONS

These Restricted Share Units Terms and Conditions (the “Terms”) adjust and restate the terms that apply to the Cardinal Health RSUs (as defined below) for purposes of applying such terms to the restricted share units (the “CareFusion RSUs”) 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 RSU Terms (as defined below) and the Plan, shall govern the CareFusion RSUs. The CareFusion RSUs are Replacement Awards under the Plan.

The “Number of Shares” that are covered by the CareFusion RSUs constitute the RSU terms (the “RSU Terms”) and can be found on the website of the Company’s third-party equity plan administrator. The extent to which the CareFusion RSUs shall vest 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 the Company and its Affiliates (collectively, the “CareFusion Group”), is the same as set forth in Awardee’s award agreement (the “Cardinal Health RSU Agreement”) for the restricted share units granted to Awardee by Cardinal Health or one of its Affiliates (the “Cardinal Health RSUs”) on the grant date specified in the Cardinal Health RSU Agreement (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. Transferability . The CareFusion RSUs shall not be transferable.

2. Termination of Employment .

(a) General . Except as set forth below, if a Termination of Employment occurs prior to the vesting of the CareFusion RSUs, such CareFusion RSUs shall be forfeited by Awardee.

(b) Death and Disability . If a Termination of Employment occurs prior to the vesting in full of the CareFusion RSUs by reason of Awardee’s death or Disability, but at least six (6) months from the Pre-Spin Grant Date, then any unvested CareFusion RSUs shall immediately vest in full and shall not be forfeited.

(c) Retirement . If a Termination of Employment occurs prior to the vesting in full of the CareFusion RSUs by reason of Awardee’s Retirement , but at least six (6) months from the Pre-Spin Grant Date, then a Ratable Portion of each installment of the CareFusion RSUs that would have vested on each future Vesting Date shall immediately vest and not be forfeited. Such Ratable Portion shall, with respect to the applicable installment, be an amount equal to such installment of the CareFusion RSUs 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

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from the Pre-Spin Grant Date through such Vesting Date. For purposes of these Terms and this Award under the Plan, “Retirement” shall refer to Age 55 Retirement, which means Termination of Employment (other than by reason of death or Disability and other than in the event of Termination for Cause) by an Employee of the CareFusion Group (i) after attaining age fifty-five (55) and (ii) having at least ten (10) years of continuous service with the CareFusion Group, Cardinal Health and its Affiliates, or such other Affiliates prior to the time that such Affiliate became an Affiliate of the Company or Cardinal Health. For purposes of the age and/or service requirement, the Administrator may, in its discretion, credit a Participant with additional age and/or years of service.

3. Triggering Conduct/Competitor Triggering Conduct .

(a) As used in these Terms, “Triggering Conduct” shall include the following:

(i) for so long as Awardee is an employee of the CareFusion Group and for three (3) years following Termination of Employment, regardless of the reason,

(A) other than in the performance of duties assigned by the CareFusion Group, disclosing or using in any capacity any confidential information, trade secrets or other business sensitive information or material concerning the CareFusion Group;

(B) a violation of policies of the CareFusion Group, including, but not limited to, conduct which would constitute a breach of any certificate of compliance or similar attestation/certification signed by Awardee;

(C) directly or indirectly employing, contacting concerning employment, or participating in any way in the recruitment for employment of (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is an employee, representative, officer or director of the CareFusion Group at any time w