Separation Letter



 Exhibit 10.1 
  

			
	

	  	 Cardinal Health
 7000 Cardinal Place
 Dublin, OH 43017 614-757-5000 main
  
 www.cardinal.com


 November 2, 2007 
 Mark Parrish 
 7000 Cardinal Place 
 Dublin, Ohio 43017

 Dear Mark: 
 In accordance with our discussions, this letter
will serve to specify the terms of your separation from Cardinal Health, Inc. (the “Company”) under your offer letter dated November 8, 2006 (“Offer Letter”). All terms and conditions of the Offer Letter remain in force and
are supplemented by the terms of this letter. In addition, you acknowledge that you are bound by the Confidentiality and Business Protection Agreement effective as of November 8, 2006, and that the same remains in full force and effect and
survives the termination of your employment with the Company. 
  

	 	1.	You will cease to be an officer of Cardinal Health, Inc. and any of its affiliates on November 5, 2007. You agree to provide a letter of resignation to this effect. Your
separation as an employee of Cardinal Health, Inc. will be effective November 30, 2007 (“Date of Termination”). This date will be your last day of active full-time employment. By signing below, you acknowledge your resignation from
all positions with the Company and its affiliates effective on the Date of Termination. 

  

	 	2.	The termination of your employment will qualify as a Payment Termination as set forth in Paragraph 8 of the Offer Letter, entitling you to the severance benefits set forth therein.
The first seven (7) months of severance payments shall be payable as soon as administratively practicable after June 1, 2008, with interest to the date of payment at the Prime Rate as published in the Wall Street Journal on the Date of
Termination, as described in the Offer Letter. The date of payment for the first seven (7) months of severance is expected to be June 13, 2008, with subsequent installments payable on the first regular payroll date of each month
thereafter. 

  

	 	3.	In accordance with the provisions of the Offer Letter, your termination will be considered to qualify as a “retirement” under the terms of your outstanding equity awards.
A schedule is attached to this letter setting forth the portion of such equity awards that will vest as a result of your termination and specifying the date of expiration of your outstanding options. 

  

	 	4.	In addition to the severance payments described above, you will be paid for any unused accrued PTO as of the Date of Termination. 

  

	 	5.	The Company will also subsidize the continued coverage of you and any family members covered at the Date of Termination under the health and medical benefit plan of the Company
(including prescription drug, dental and vision coverage, as applicable) for the one year period of your severance payments at the same level of employer contribution applicable to similarly situated active employees of the Company during the
severance period. This subsidy will be taxable as additional income to you during the severance period. In addition, it is agreed that your continued health and medical coverage is provided in accordance with Internal Revenue Code
Section 4980B, commonly referred to as “COBRA coverage,” with your COBRA coverage commencing on December 1, 2007. 









	 	6.	Under the terms of the FY 2006 – FY 2008 Long-Term Incentive Cash Program, you will not be eligible for the payment of an award. In addition, you will not be eligible for a
payment under the Amended and Restated Management Incentive Plan for FY 2008 or under the Long-Term Incentive Cash Program for FY 2008 – FY 2010. 

  

	 	7.	The Company will provide you with reasonable outplacement services for a period of time not exceeding one year from the Date of Termination. 

  

	 	8.	In consideration of the additional benefits provided hereunder, including but not limited to the subsidy for your COBRA coverage and outplacement services, you agree to execute,
simultaneously herewith, a release in the form attached as Exhibit “A”. 

  

	 	9.	Finally, you will have the opportunity to review in advance the internal and external announcements regarding your separation from the Company, which are expected to occur on
November 5, 2007. 

 Mark, please indicate your agreement by signing below. 
  

	
	Sincerely,
	
	 /s/ R. Kerry Clark
  

	 R. Kerry Clark
 President & Chief Executive
Officer


 Enclosures 
  

					
	Agreed to and accepted:	 		 	
			
	/s/ Mark W. Parrish	 		 	 Nov. 4, 2007

	Mark Parrish	 		 	Date








 Schedule to Separation Agreement dated Oct 31, 2007 
 Mark Parish 
 Outstanding Equity Summary 
 Date of Termination: 11/30/2007 
  

																										
	 Grant
Date
	 	Original
Grant
Expiration
Date	 	Grant Type	 	#
Granted	 	Price	 	#
Outstanding	 	# of Vested
Outstanding
(vested prior
to
acceleration)	 	# Vested
Due to
Acceleration
at DOT	 	Total
Vested
at DOT	 	Previously
Exercised
or Lapsed	 	#
Cancelled	 	Exercisable Date	 	 Notes

	 03/01/99
	 	03/01/09	 	Non-Qualified	 	14,898	 	$	47.33	 	13,243	 	13,243	 	0	 	13,243	 	1,655	 	0	 	11/30/07 to 03/01/09	 	Partial exercise on 05/09/06
	 11/15/99
	 	11/15/09	 	Non-Qualified	 	28,877	 	$	31.17	 	28,877	 	28,877	 	0	 	28,877	 	0	 	0	 	11/30/07 to 11/15/09	 	
	 11/20/00
	 	11/20/10	 	Non-Qualified	 	21,620	 	$	66.08	 	21,620	 	21,620	 	0	 	21,620	 	0	 	0	 	11/30/07 to 11/20/10	 	
	 07/02/01
	 	07/02/11	 	Non-Qualified	 	6,500	 	$	68.75	 	6,500	 	6,500	 	0	 	6,500	 	0	 	0	 	11/30/07 to 07/02/11	 	
	 11/19/01
	 	11/19/11	 	Non-Qualified	 	26,725	 	$	68.10	 	26,725	 	26,725	 	0	 	26,725	 	0	 	0	 	11/30/07 to 11/19/11	 	
	 11/18/02
	 	11/18/12	 	Non-Qualified	 	32,401	 	$	67.90	 	32,401	 	32,401	 	0	 	32,401	 	0	 	0	 	11/30/07 to 11/18/12	 	
	 01/08/03
	 	01/08/13	 	Non-Qualified	 	16,000	 	$	62.48	 	16,000	 	16,000	 	0	 	16,000	 	0	 	0	 	11/30/07 to 01/08/13	 	
	 11/17/03
	 	11/17/13	 	Non-Qualified	 	44,477	 	$	61.38	 	44,477	 	44,477	 	0	 	44,477	 	0	 	0	 	11/30/07 to 11/17/13	 	
	 11/17/03
	 	11/17/13	 	Non-Qualified	 	5,000	 	$	61.38	 	5,000	 	5,000	 	0	 	5,000	 	0	 	0	 	11/30/07 to 11/17/13	 	
	 08/23/04
	 	08/23/14	 	Non-Qualified	 	85,000	 	$	44.15	 	85,000	 	85,000	 	0	 	85,000	 	0	 	0	 	11/30/07 to 08/23/14	 	
	 09/02/05
	 	09/02/12	 	Non-Qualified	 	52,076	 	$	58.88	 	52,076	 	26,038	 	17,027	 	43,065	 	0	 	9,011	 	11/30/07 to 09/02/12	 	
	 09/02/05
	 	09/02/12	 	Restricted	 	7,439	 	$	0.00	 	4,839	 	2,359	 	1,853	 	4,212	 	2,600	 	627	 	N/A	 	First tranche lapsed on 9/2/06; additional 121 shares withheld on 9/2/07; balance deferred until 12 months after separation
	 08/15/06
	 	08/15/13	 	Non-Qualified	 	46,612	 	$	66.34	 	46,612	 	11,653	 	16,307	 	27,960	 	0	 	18,652	 	11/30/07 to 08/15/13	 	
	 08/15/06
	 	08/15/13	 	Restricted	 	6,659	 	$	0.00	 	4,440	 	0	 	2,389	 	2,389	 	2,219	 	2,051	 	N/A	 	First tranche lapsed on 8/15/07
	 11/15/06
	 	11/15/13	 	Non-Qualified	 	35,000	 	$	63.52	 	35,000	 	8,750	 	9,859	 	18,609	 	0	 	16,391	 	11/30/07 to 11/15/13	 	
	 11/15/06
	 	11/15/13	 	Restricted	 	5,000	 	$	0.00	 	5,000	 	1,666	 	1,445	 	3,111	 	0	 	1,889	 	N/A	 	
	 11/15/06
	 	11/15/13	 	Restricted	 	30,000	 	$	0.00	 	30,000	 	0	 	30,000	 	30,000	 	0	 	0	 	N/A	 	Deferred until 6 months after separation
	 11/15/06
	 	11/15/13	 	Restricted	 	5,000	 	$	0.00	 	5,000	 	0	 	5,000	 	5,000	 	0	 	0	 	N/A	 	
	 08/15/07
	 	08/15/14	 	Non-Qualified	 	53,665	 	$	67.26	 	53,665	 	0	 	9,594	 	9,594	 	0	 	44,071	 	11/30/07 to 8/15/14	 	
	 08/15/07
	 	08/15/14	 	Restricted	 	12,489	 	$	0.00	 	12,489	 	0	 	2,232	 	2,232	 	0	 	10,257	 	N/A	 	










 Exhibit A 
 RELEASE 
 In exchange for the covenants, promises and other consideration set forth in the letter agreement dated
October 31, 2007 (the “Letter Agreement”), Mark Parrish (hereinafter “Executive”) for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively “Releasors”) does hereby
irrevocably and unconditionally release, acquit and forever discharge Cardinal Health, Inc. (the “Company”), its subsidiaries and affiliates and their respective current and former shareholders, subsidiaries, parents, affiliates,
divisions, trustees, partners, agents, directors, officers and employees, including, without limitation, all persons acting by, through, under or in concert with any of them (collectively, “Releasees”), and each of them from any and all
charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) of any
nature whatsoever arising out of or relating to his employment relationship, or the termination of that relationship, with the Company and its subsidiaries and affiliates, known or unknown, whether in law or equity and whether arising under federal,
state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age (including the Age Discrimination in Employment Act of 1967, as amended (“ADEA”)), national origin, religion,
disability, or any other unlawful criterion or circumstances, which the Executive and Releasors had, now have, or may have in the future against each or any of the Releasees from the beginning of the world until the date hereof. 
 Exclusions from Release. Anything herein to the contrary notwithstanding, nothing herein shall release the Company from any claims or damages based on
(A) any right or claim that arises after the date hereof, (B) any right the Executive may have under the Offer Letter, dated November 8, 2006, (“Offer Letter”), the Letter Agreement, or any applicable equity or benefit plan,
policy, program or other agreement or arrangement with the Company, including Executive’s outstanding equity agreements, or (C) the Executive’s rights to indemnification under the Company’s Code of Regulations and the indemnity
agreement between the Company and the Executive. The parties agree that this Release shall not affect the rights and responsibilities of the U.S. Equal Employment Opportunity Commission (hereinafter “EEOC”) to enforce ADEA and other laws.
In addition, the parties agree that this Release shall not be used to justify interfering with the Executive’s protected right to file a charge or participate in an investigation or proceeding conducted by the EEOC. The parties further agree
that the Executive knowingly and voluntarily waives all rights or claims that arose prior to the date hereof that the Releasors may have against the Releasees, or any of them, to receive any benefit or remedial relief (including, but not limited to,
reinstatement, back pay, front pay, damages, attorneys’ fees, experts’ fees) as a consequence of any investigation or proceeding conducted by the EEOC. 
 ADEA Rights. The Executive acknowledges that: (A) this entire Release is written in a manner calculated to be understood by him; (B) he has been advised to consult with an attorney before executing this Release; (C) he
was given a period of twenty-one days within which to consider this Release; and (D) to the extent he executes this Release before the expiration of the twenty-one-day period, he does so knowingly and voluntarily and only after consulting his
attorney. The Executive shall have the right to cancel and revoke this Release during a period of seven days following the date hereof, and this Release shall not become effective, and no money shall be paid under the Letter Agreement, until the day
after the expiration of such seven-day period. The seven-day period of revocation shall commence upon the date of execution below. In order to revoke this Release, the Executive shall deliver to the Company’s Chief Legal Officer, prior to the
expiration of said seven-day period, a written notice of revocation. Upon such revocation, this Release and the Letter Agreement shall be null and void and of no further force or effect. 
  

							
				
	  	 		 	Date:	 	  
	Mark Parrish