Exhibit 10.04
Cardinal Health,
Inc.
Global Employee Stock Purchase
Plan
Section 1 -
Purpose
The Cardinal Health, Inc. Global
Employee Stock Purchase Plan, originally adopted and established by
Cardinal Health, Inc., an Ohio corporation, effective as of
July 1, 2000, for the general benefit of the Employees of the
Company and of certain of its Subsidiaries, is hereby amended and
restated effective as of May 10, 2006. The purpose of the Plan
is to facilitate the purchase of Shares by Eligible
Employees.
Section 2 -
Definitions
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a.
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“
Act ” shall mean the Securities Act of 1933, as
amended.
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b.
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“
Administrator ” shall mean the Human Resources and
Compensation Committee of the Board of Directors of the Company, or
the person(s) or entity delegated the responsibility of
administering the Plan.
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c.
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“
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.
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d.
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“
Board ” shall mean the Board of Directors of the
Company.
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e.
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“
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 date of determination as
reported in The Wall Street Journal or such other source as
the Administrator deems reliable. For this purpose, the date of
determination shall be the first Trading Day of the Offering Period
or the last Trading Day of the Offering Period, as
applicable.
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f.
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“
Code ” shall mean the U.S. Internal Revenue Code of
1986, as amended and currently in effect, or any successor body of
federal tax law.
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g.
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“
Company ” shall mean Cardinal Health, Inc., including
any successor thereto.
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h.
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“ 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 the 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, other extraordinary compensation, including
tax “gross-up” payments, and imputed income from
other
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Page 1
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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 a 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 the
Employee is located or the Employee is employed or
resides.
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i.
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“
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.
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j.
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“
Eligible Employee ” means 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, including but not limited to
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.
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k.
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“
Employee ” means any person who is a regular, full
time or part time employee of the Employer for at least 30 days and
who is normally included in the authorized staffing target and
budget. Employee also includes an 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.” Employees shall not include unionized employees as
defined by the regular practices of the Employer participating in
the Plan to the extent permissible under local law.
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l.
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“
Employer ” means, individually and collectively, the
Company and the Designated Subsidiaries.
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m.
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“
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.
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n.
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“
Offering Period ” shall mean the period during which
Participants in the Plan authorize payroll deductions 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 for the
same purpose. Alternative contributions for the purpose of this
Plan shall mean the payment of contributions through personal
checks of the Participants or such other means of contributing to
the Plan as authorized by the Administrator from time to
time.
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o.
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“
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.
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p.
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“
Plan ” shall mean this Cardinal Health, Inc. Global
Employee Stock Purchase Plan, as amended from time to
time.
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q.
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“ 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.
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r.
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“ Plan
Year ” shall mean the fiscal year of the
Company.
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s.
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“
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,
or the earliest date thereafter as is administratively feasible
(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, or the earliest date thereafter
as is administratively feasible (which for Plan purposes shall be
deemed to be the date each such option to purchase such Shares was
exercised).
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Page 2
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t.
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“
Shares ” means the common shares, without par value,
of the Company.
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u.
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“
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).
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v.
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“
Trading Day ” shall mean a day on which The New York
Stock Exchange is open for trading.
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Section 3 - Eligible
Employees
a. In General . Participation
in the Plan is voluntary. Except as otherwise provided in
Section 17, 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 each class 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 until he or she terminates
his or her participation by revoking his or her payroll deduction
or alternative contribution authorization or by not contributing
his or her alternative contributions or by ceasing 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
Administrator or 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 4.5 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 Administrator (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
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