CARDINAL HEALTH, INC. GLOBAL EMPLOYEE STOCK PURCHASE PLAN

 

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                                                                   Exhibit 10.27

 

                              CARDINAL HEALTH, INC.

                       GLOBAL EMPLOYEE STOCK PURCHASE PLAN

 

                               SECTION 1 - PURPOSE

 

           The Cardinal Health, Inc. Employee Stock Purchase Plan is adopted and

established by Cardinal Health, Inc., an Ohio corporation, on the date set forth

below, effective as of July 1, 2000, for the general benefit of the Employees of

the Company and of certain of its Subsidiaries. The purpose of the Plan is to

facilitate the purchase of Shares by Eligible Employees.

 

                             SECTION 2 - DEFINITIONS

 

a.    "ACT" shall mean the Securities Act of 1933, as amended.

 

b.    "ADMINISTRATOR" shall mean the Board of Directors of the Company, a

     designated committee thereof, or the person(s) or entity delegated the

     responsibility of administering the Plan, which initially shall be the

     Cardinal Health, Inc. Profit Sharing and Retirement Savings Plan Committee.

 

c.    "AGENT" shall mean the bank, brokerage firm, financial institution, or

     other entity or person(s) engaged, retained or appointed to act as the

     agent of the Employer and of the Participants under the Plan, which

     initially shall be Merrill Lynch, Pierce, Fenner, & Smith, Inc.

 

d.    "BOARD" shall mean the Board of Directors of the Company.

 

e.    "CLOSING VALUE" shall mean, as of a particular date, the value of a Share

     determined by the closing sales price for such Share (or the closing bid,

     if no sales were reported) as quoted on The New York Stock Exchange for the

     last market trading day prior to the date of determination, as reported in

     The Wall Street Journal or such other source as the Administrator deems

     reliable.

 

f.    "CODE" shall mean the Internal Revenue Code of 1986, as amended and

     currently in effect, or any successor body of federal tax law.

 

g.    "COMPANY" shall mean Cardinal Health, Inc., including any successor

     thereto.

 

h.    "COMPENSATION", unless otherwise required by local law, shall mean wages,

     salaries, fees for professional services and other amounts received for

     personal services actually rendered in the course of employment with the

     Employer (including, but not limited to, commissions paid to salesmen,

     compensation for services on the basis of a percentage of profits,

     commissions on insurance premiums, tips and bonuses) including amounts

     excludible from the Employee's gross income under Code Section 402(a)(8)

     (relating to a Code Section 401(k) arrangement), Code Section 402(h)

     (relating to a Simplified Employee Pension), Code Section 125 (relating to

     a cafeteria plan) or Code Section 403(b) (relating to a tax-sheltered

     annuity) and compensation paid by the Employer to an Employee through

     another person under the common paymaster provisions of Code Sections

     3121(s) and 3306(p) or under applicable savings or pension plans of

     Employer of the Employee. Compensation does not include, unless otherwise

     required by local law: (1) amounts realized from the exercise or sale of a

     non-qualified stock option, or (2) amounts realized when restricted stock

     (or property) held by an Employee either becomes freely transferable or is

     no longer subject to a substantial risk of forfeiture or becomes fully

     owned by the Employee, or (3) amounts realized from the exercise, sale,

     exchange, or other disposition of stock acquired under a qualified or

     incentive stock option, (4) moving allowances, automobile allowances,

     tuition reimbursement, financial/tax planning reimbursement, lunch

     vouchers, house allowances, and other allowances that receive special tax

     benefits,

 

 

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     other extraordinary compensation, including tax "gross-up" payments, and

     imputed income from other employer-provided benefits, and (5) other amounts

     that receive special tax benefits, such as premiums for group term life

     insurance or contributions made by the Employer (whether or not under

     salary reduction agreement) or mandatory payments made by the Employer to

     the Employee under the applicable law of the jurisdiction in which the

     Employer of this Employee is located or the Employee is employed or

     resides.

 

i.    "DESIGNATED SUBSIDIARIES" shall mean all Subsidiaries whose Employees have

     been designated by the Administrator, in its sole discretion, as eligible

     to participate in the Plan.

 

j.    "ELIGIBLE EMPLOYEE" shall mean an Employee of the Designated Subsidiary who

     is designated to participate in the Plan at the sole discretion of the

     Designated Subsidiary; provided, however, that such discretion shall not be

     exercised in violation of the applicable labor or other laws relating to

     discrimination based on gender, race, disability, age, national or social

     origin, political opinion, union membership or religious belief, or

     collective bargaining or other negotiated agreements.

 

k.    "EMPLOYEE" shall mean individual who is a regular full time or part time

     Employee of the Employer for at least 30 days. An Employee may work either

     full time or part time work schedule and is normally included in the

     authorized staffing target and budget. Employee also includes the Employee

     who has been hired on a temporary contract but who is expected to fill a

     permanent staffing need and who is classified as a "PRN" or "on-call

     Employee". The Employee shall not include unionized Employee as defined by

     the regular practices of the Employer participating in the Plan to the

     extent permissible under local law.

 

l.    "EMPLOYER" means, individually and collectively, the Company and the

     Designated Subsidiaries.

 

m.    "ENROLLMENT PERIOD" shall mean the period immediately preceding the

     Offering Period that is designated by the Administrator in its discretion

     as the period during which an Eligible Employee may elect to participate in

     the Plan.

 

n.    "OFFERING PERIOD" shall mean the period during which Participants in the

     Plan authorize payroll deductions or provide alternative contributions to

     fund the purchase of Shares on their behalf under the Plan pursuant to the

     options granted to them hereunder or the period during which participants

     in the Plan provide alternative contributions. Alternative contributions

     for the purpose of this Plan shall mean payment of contributions through

     personal checks of the Participants or such other means of contributing to

     the Plan as authorized by the Administrator.

 

o.    "PARTICIPANT" shall mean any Eligible Employee who has elected to

     participate in the Plan for an Offering Period by authorizing payroll

     deductions or by making alternative contributions and following all

     applicable procedures established by the Administrator during the

     Enrollment Period for such Offering Period.

 

p.    "PLAN" shall mean this Cardinal Health, Inc. Global Employee Stock Purchase

     Plan as amended from time to time.

 

q.    "PLAN ACCOUNT" shall mean the individual account established for each

     Participant for purposes of accounting for and/or holding each

      Participant's payroll deductions, alternative contributions, Shares, etc.

 

r.    "PLAN YEAR" shall mean the fiscal year of the Company.

 

s.    "PURCHASE PRICE" shall mean, for each Share purchased in accordance with

     Section 4 hereof, an amount equal to the lesser of (1) eighty-five percent

     (85%) of the Closing Value of a Share on the first Trading Day of each

     Offering Period (which for Plan purposes shall be deemed to be the date the

     option to purchase such Shares was granted to each Eligible Employee who

     is, or elects to become, a Participant); or (2) eighty-five percent (85%)

     of the Closing Value of such Share on the last Trading Day of the Offering

     Period (which for Plan purposes shall be deemed to be the date each such

     option to purchase such Shares was exercised).

 

 

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t.    "SHARES" means the Class A common shares, without par value, of the

     Company.

 

u.    "SUBSIDIARY" shall mean a corporation or other entity, domestic or foreign,

     of which not less than fifty percent (50%) of the voting shares are held by

     the Company or a Subsidiary (except for the U.K. in which this term shall

     mean a corporation or other entity, domestic or foreign, of which more than

     fifty percent (50%) ownership of the voting shares are held by the Company

     or a Subsidiary) whether or not such corporation or other entity now exists

     or is hereafter organized or acquired by the Company or a Subsidiary (or as

     otherwise may be defined in Code Section 424).

 

v.    "TRADING DAY" shall mean a day on which The New York Stock Exchange is open

     for trading.

 

                         SECTION 3 - ELIGIBLE EMPLOYEES

 

          a. In General. Participation in the Plan is voluntary. All Eligible

Employees of an Employer are eligible to participate in the Plan. All Eligible

Employees granted options to purchase Shares hereunder shall have the same

rights and privileges as every other such Eligible Employee, and only Eligible

Employees of an Employer satisfying the applicable requirements of the Plan will

be entitled to be granted options hereunder.

 

          b. Limitations on Rights. An Employee who otherwise is an Eligible

Employee shall not be entitled to purchase Shares under the Plan if such

purchase would cause such Eligible Employee to own Shares (including any Shares

which would be owned if such Eligible Employee purchased all of the Shares made

available for purchase by such Eligible Employee under all options or rights

then held by such Eligible Employee, whether or not then exercisable)

representing five percent (5%) or more of the total combined voting power or

value of all classes of stock of the Company or any Subsidiary.

 

                    SECTION 4 - ENROLLMENT AND OFFERING PERIODS

 

          a. Enrolling in the Plan. To participate in the Plan, an Eligible

Employee must enroll in the Plan. Enrollment for a given Offering Period will

take place during the Enrollment Period for such Offering Period. The

Administrator shall designate the initial Enrollment Period and each subsequent

Enrollment Period and the Offering Period to which each Enrollment Period

relates. Participation in the Plan with respect to any one or more of the

Offering Periods shall neither limit nor require participation in the Plan for

any other Offering Period.

 

          b. The Offering Period. Any Employee who is an Eligible Employee and

who desires to be granted options to purchase Shares hereunder must enroll in

accordance with the procedures established by the Administrator during an

Enrollment Period. Such authorization shall be effective for the Offering Period

immediately following such Enrollment Period. The duration of an Offering Period

shall be determined by the Administrator prior to the Enrollment Period and

shall commence on the first day (or the first Trading Day) of the Offering

Period and end on the last day (or the last Trading Day) of the Offering Period;

provided, however, that if the Administrator terminates the Plan during an

Offering Period, pursuant to its authority in Section 17 of the Plan, such

Offering Period shall be deemed to end on the date the Plan is terminated. The

termination of the Plan and the Offering Period shall end the Participant's

rights to contribute amounts to the Plan or continue participation in the

Offering Period. The date of termination of the Plan shall be deemed to be the

final day of the Offering Period for purposes of determining the Purchase Price

under the Offering Period and all amounts contributed during the Offering Period

will be used as of such termination date to purchase Shares in accordance with

the provisions of Section 9 of this Plan.

 

          The Administrator may designate one or more Offering Periods during

each Plan Year during the term of this Plan. On the first day (or the First

Trading Day) of each Offering Period, each Participant shall be granted an

option to purchase Shares under the Plan. Each option granted hereunder shall

expire at the end of the Offering Period for which it was granted. In no event

may an option granted hereunder be exercised after the expiration of 27 months

from the date of grant.

 

 

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          c. Changing Enrollment. The offering of Shares pursuant to options

granted under the Plan shall occur only during an Offering Period and shall be

made only to Participants. Once an Eligible Employee is enrolled in the Plan,

the Administrator or Employer will inform the Agent of such fact. Once enrolled,

a Participant shall continue to participate in the Plan for each successive

Offering Period (s) until he or she terminates his or her participation by

revoking his or her payroll deduction authorization or by revoking his or her

alternative contribution authorization or not contributing his or her

alternative contributions or ceases to be an Eligible Employee. Once a

Participant has elected to participate under the Plan, that Participant's

payroll deduction authorization or alternative contribution authorization shall

apply to all subsequent Offering Periods unless and until the Participant ceases

to be an Eligible Employee, or modifies or terminates said authorization. If a

Participant desires to change his or her rate of contribution, he or she may do

so effective for the next Offering Period by following the procedures

established by the Administrator during the Enrollment Period immediately

preceding such Offering Period.

 

                             SECTION 5 - TERM OF PLAN

 

          This Plan shall be in effect from July 1, 2000, until it is terminated

by action of the Board.

 

                SECTION 6 - NUMBER OF SHARES TO BE MADE AVAILABLE

 

          Subject to adjustment as provided in Section 16 hereof, the total

number of Shares made available for purchase by Participants granted options

which are exercised under Section 9 hereof is 3 million, which may consist of

authorized but unissued shares, treasury shares, or shares purchased by the Plan

in the open market. The provisions of Section 9 b. shall control in the event

the number of Shares covered by options which are exercised for any Offering

Period exceeds the number of Shares available for sale under the Plan. If all of

the Shares authorized for sale under the Plan have been sold, the Plan shall

either be continued through additional authorizations of Shares made by the

Board (such authorizations must, however, comply with Section 17 hereof), or

shall be terminated in accordance with Section 17 hereof.

 

                            SECTION 7 - USE OF FUNDS

 

          All payroll deductions or alternative contributions received or held

by an Employer under the Plan will be used to purchase Shares in accordance with

the provisions of this Plan. Any amounts held by an Employer or other party

holding amounts in connection with or as a result of payroll withholding or

alternative contribution made pursuant to the Plan and pending the purchase of

Shares hereunder shall be considered a non-interest-bearing, unsecured

indebtedness extended to the Employer or other party by the Participants, unless

otherwise required under applicable local law or securities regulatory body

requirements of the country in which the Employer of the Employee is located or

the Employee is employed or resides, as the case may be. Administrative expenses

of the Plan shall be a