CareFusion Corporation Management Incentive Plan



  

			
	



	 	 Exhibit 10.2



CAREFUSION CORPORATION 
 MANAGEMENT INCENTIVE PLAN 
 (Amended and Restated Effective as of
July 1, 2010) 
 Article 1. Establishment and Purpose. 
 1.1 Establishment of Plan. The CareFusion Corporation Management Incentive Plan, as amended and restated herein (the “Plan”), is intended to provide the Company’s executive officers
and other key Employees with performance based compensation which is not subject to the deduction limitation rules under Section 162(m) of the Code as in effect from time to time. The Plan is a subplan of the 2009 Long-Term Incentive Plan. To
the extent that the Plan and the 2009 Long-Term Incentive Plan conflict, the terms of the 2009 Long-Term Incentive Plan control, in accordance with Applicable Law. The Plan shall remain in effect from the Effective Date until terminated by the Board
or the Committee. 
 1.2 Purpose. The primary purposes of the Plan are to: 

(a) Advance the interests of the Company and its stockholders by providing the Company’s executive officers and other key Employees
with an annual bonus incentive to achieve the strategic objectives of the Company and its subsidiaries; 
 (b) Focus the
Company’s executive officers and other key Employees on key measures that drive superior financial and management performance and that result in enhanced value of the Company; 

(c) Provide compensation opportunities that are externally competitive and internally consistent with the Company’s strategic
objectives and total reward strategies; and 
 (d) Provide bonus opportunities that reward the Company’s executive officers
and other key Employees who are in positions to make significant contributions to the overall success of the Company and its subsidiaries. 

Article 2. Definitions. 

Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the defined meaning is intended, the
term is capitalized: 
 2.1 “Administrator” means the Committee or such other authorized officers of the Company
to whom the power to administer the Plan has been properly delegated in accordance with Applicable Law. 
 2.2
“Applicable Law” means the requirements of Section 162(m) of the Code applicable to performance based compensation. 
 2.3 “Award” means the cash bonus a Participant may earn under the Plan. 
 2.4 “Board” means the Board of Directors of the Company. 
 2.5
“Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations and rulings of general applicability issued thereunder as in effect from time to time. 

2.6 “Committee” means the Human Resources and Compensation Committee of the Board, or such other committee of Directors
appointed by the Board that satisfies the “outside director” requirements set forth in Section 162(m) of the Code. 







  
 2.7
“Company” means CareFusion Corporation, or any successor thereto. 
 2.8 “Covered Employee”
means any Participant who is, or who is determined by the Committee to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code. 

2.9 “Disability” shall have the meaning ascribed to such term in the long term disability plan maintained by the
Participant’s employer at the time that the determination regarding Disability is made hereunder. Notwithstanding the foregoing, if a payment under this Plan is subject to Code Section 409A, “Disability” has the meaning ascribed
to such term under that Code section. 
 2.10 “Earned Salary” means a Participant’s base pay or salary
earned and paid for the Performance Period or portion thereof in which the Employee was an eligible Participant in the Plan. 

2.11 “Effective Date” of the Plan is July 1, 2010. 

2.12 “Employee” means a regular, active employee of the Company or of any subsidiary of the Company. Directors who are
not employed by the Company shall not be considered Employees under the Plan, nor shall independent contractors, leased employees, consultants or anyone else designated as not eligible to participate in the Plan by the Administrator. 

2.13 “Final Bonus” means the actual bonus, if any, earned during a Performance Period by a Participant, as determined by
the Administrator. 
 2.14 “Participant” means an Employee who meets the eligibility requirements of Article 3
with respect to one or more Performance Periods. 
 2.15 “Performance Criteria” shall have the meaning set
forth in Article 4. 
 2.16 “Performance Period” means the twelve month period beginning on each July 1st
and ending on the next succeeding June 30th during the term of the Plan, or such other time period established by the Administrator from time to time with respect to which the attainment of Performance Criteria will be determined. 

2.17 “Plan” means this CareFusion Corporation Management Incentive Plan, as hereafter amended from time to time.

 2.18 “Retirement” 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 Company and its subsidiaries after attaining age fifty-five (55) and having at least ten (10) years of continuous service with the Company and its subsidiaries,
including service with a subsidiary of the Company prior to the time that such subsidiary became a subsidiary of the Company. 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. 
 2.19 “Target Award” means the amount of any Award as established by
the Administrator that would be payable to a Participant for a Performance Period if the Performance Criteria for the Performance Period were fully (100%) achieved and no negative discretion was exercised by the Administrator in regard to that
Award. 
 2.20 “Termination for Cause” means, unless otherwise determined by the Administrator, termination of
employment from the Company and its subsidiaries on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any subsidiary, or the intentional and/or repeated violation
of the written policies or procedures of the Company, provided that for an Employee who is party to an individual severance or employment agreement defining Cause, except as may be provided in such agreement, “Cause” shall have the meaning
set forth in such agreement. For purposes of 

  
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this Plan, a Participant’s termination of employment shall be deemed to be a Termination for Cause if, after the Participant’s employment has terminated, facts and circumstances are
discovered that would have justified, in the opinion of the Administrator, a Termination for Cause. 
 Article 3. Eligibility and
Participation. 
 3.1 Eligibility and Participation. The Administrator shall designate, or determine the methodology
and criteria for the designation of, the Employees who are eligible to receive an Award as a Participant under the Plan. In general, an Employee may be designated as a Participant if such Employee is an executive officer of the Company or is
otherwise a key Employee because he or she holds a management position and is responsible for or contributes to the management, growth and or profitability of the Company or one of its subsidiaries in a material way. Only the Committee may determine
the eligibility of Employees who are Covered Employees. 
 3.2 Partial Performance Period Participation. An Employee who
becomes eligible after the beginning of a Performance Period may participate in the Plan for that Performance Period on a ratable basis. Such situations may include, but are not limited to (a) new hires; or (b) when an Employee is promoted
from a position which did not previously meet the eligibility criteria. The Administrator, in its sole discretion, retains the right to prohibit or allow participation in the initial Performance Period of eligibility for any of the aforementioned
Employees. If an Employee participates for only a portion of a Performance Period for any reason, the Performance Criteria previously established under the Plan for that Performance Period shall apply to any Employees who become eligible after the
beginning of the Performance Period, but his or her Award and Target Award will be prorated. Such proration shall be based on the number of days the Employee performed services during the Performance Period while a Participant in the Plan over the
total days in the Performance Period, or some similar method adopted by the Committee that results in a ratable reduction of the Award based on the partial Performance Period applicable to the Employee. In addition, in the event a Participant
changes job levels during a Performance Period, the Participant’s Award may be adjusted to reflect the amount of time at each job level during the Performance Period. Notwithstanding anything in this Section 3.2 or in the Plan to the
contrary, the participation in the Plan for a Covered Employee who becomes eligible after the beginning of the Performance Period shall comply with the provisions of Code Section 162(m), as set forth in Article 4. 

3.3 No Right to Participate. No Participant or other Employee shall at any time have a right to be selected for participation in
the Plan for any Performance Period, whether or not he or she previously participated in the Plan. 
 Article 4. Award Determination.

 4.1 Performance Criteria. As to each Performance Period, the Administrator will establish in writing Performance
Criteria based on or derived from one or more of the following performance measures of the Company (and/or one or more operating groups of the Company, if applicable) over the Performance Period: (i) cash flow; (ii) earnings (including
gross margin, earnings before interest and taxes, earnings before taxes, and net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average
stockholders’ equity; (vii) total stockholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income
or net operating income; (xiv) operating profit or net operating profit (whether before or after taxes); (xv) economic profit or profit margin; (xvi) operating margin; (xvii) return on operating revenue; (xviii) return on
tangible capital; (xix) market share; (xx) contract awards or backlog; (xxi) overhead or other expense reduction; (xxii) growth in stockholder value relative to the S&P 500 Index or other index or peer group;
(xxiii) credit rating; (xxiv) strategic plan development and implementation; (xxv) improvement in workforce diversity: (xxvi) customer satisfaction; (xxvii) employee satisfaction; (xxviii) management succession plan
development and implementation; and (xxix) employee retention. Except as otherwise provided herein, the extent to which the Performance Criteria are satisfied will determine the amount, if any, of the Award that will be earned by each
Participant. The Performance Criteria may vary for different Performance Periods and need not be the same for each Participant eligible for an Award for a Performance Period. 

  
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 4.2 Adjustment of
Performance Criteria. Except as provided herein, once established, the Performance Criteria shall not be changed during the Performance Period. Subject to the requirements of Code Section 162(m) with respect to Covered Employees, at the
time the Award is made and Performance Criteria are established, the Administrator is authorized to determine the manner in which the Performance Criteria will be calculated or measured to take into account certain factors over which Participants
have no or limited control, including, but not limited to, market related changes in inventory value, changes in industry margins, changes in accounting principles, and extraordinary charges to income. For Participants that are not Covered
Employees, the Administrator is authorized to make changes to the Performance Criteria during the Performance Period as necessary or appropriate in furtherance of the purposes of the Plan, as the Administrator shall determine in its sole discretion.

 4.3 Target Awards. For each Performance Period established by the Administrator, the Administrator shall establish a
Target Award for each Covered Employee and for all other Participants. Awards shall be earned based upon the financial or other performance of the Company or one or more operating groups of the Company and the attainment of established Performance
Criteria related thereto during a Performance Period; provided, however, the maximum Award that may be paid to any single Participant for any Performance Period is $7,500,000, such maximum Award amount to be pro-rated if the Performance Period is
less than a full fiscal year. Performance Criteria and Target Awards shall be established prior to the beginning of each Performance Period or as soon as practicable thereafter. If a Participant commences participation after the beginning of a
Performance Period, Performance Criteria in effect for the Participant’s position shall apply for the remaining balance of the Performance Period, unless otherwise determined by the Administrator within 90 days of the date the Employee became a
Participant. In all cases where the Participant is a Covered Employee, the Performance Criteria and Target Award shall be established in no event later than 90 days following the first day of the Performance Period or after 25% of the Performance
Period has elapsed, if earlier, and the outcome relative to the attainment of the Performance Criteria shall not be substantially certain at the time the Performance Criteria and Target Award are established. This Section 4.3 is intended to
ensure compliance with the exception from Code Section 162(m) for qualified “performance-based compensation,” and shall be construed, applied and administered accordingly with respect to any Participant who is a Covered Employee.

 4.4 Final Bonus Determinations. At the end of each Performance Period, the Administrator will determine whether the
Performance Criteria were met, and for any Awards for Covered Employees, certify in writing the extent to which the Performance Criteria were met during the Performance Period. If the Performance Criteria for the Performance Period are met, Covered
Employees shall be entitled to the payment of the Awards, subject to the Committee’s exercise of negative discretion to reduce any Final Bonus payable to a Covered Employee based on business objectives established for that Covered Employee or
other factors as determined by the Committee in its sole discretion. With respect to Participants who are not Covered Employees, the Administrator will determine the Final Bonus based on the Performance Criteria and other business objectives. The
Administrator may adjust (up or down) any Final Bonus for Participants who are not Covered Employees on the basis of such further considerations as the Administrator shall determine in its sole discretion. 

Article 5. Payment of Final Bonuses. 
 5.1 Form and Timing of Payment. Except as provided in Article 6 hereof, only Participants who are, as of the date the Final Bonus, if any, is paid, either current, active Employees or current
Employees who are on a leave of absence authorized by the Company shall be entitled to any Final Bonus earned for the Performance Period. Each Participant’s Final Bonus, if any, shall be paid in cash, in one lump sum, subject to applicable tax
and other authorized withholdings, on the last regular business day occurring on or before the 15th day of the third month after the end of each Performance Period. If payment is delayed due to an unforeseeable event or other administrative delays,
payment shall in no event be made later than the 15th day of the third month after the end of the taxable year of the Participant in which the Final Bonus was earned. Other withholdings may include, but not be limited to, amounts previously elected
to be deferred to a tax-qualified or non-qualified retirement or deferred compensation plan, employee stock purchase plan or similar arrangement. The Administrator may 

  
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permit or provide for deferred payment of any Final Bonus to a specified date or to a date not less than six (6) months after termination of employment, in accordance with such conditions
and procedures as the Administrator may specify in compliance with the requirements of Code Section 409A. 
 5.2
Unsecured Interest. No Participant or any other party claiming an interest in amounts earned under the Plan shall have any interest whatsoever in any specific asset of the Company or any of its subsidiaries. The Plan is intended to constitute
an unfunded plan for incentive compensation. To the extent that any party acquires a right to receive a cash payment under the Plan, such right shall be equivalent to that of an unsecured general creditor of the Company. 

Article 6. Termination of Employment. 
 6.1 Termination of Employment Due to Retirement, Death or Disability. In the event a Participant’s employment is terminated by reason of Retirement, death or Disability during the applicable
Performance Period, the Final Bonus determined in accordance with Section 4.4 herein shall be prorated based upon the length of time that the Participant was employed by the Company during the Performance Period. In the case of a
Participant’s Disability, the employment termination shall be deemed to have occurred as of the date that the Administrator determines was the date on which the definition of Disability was satisfied. The Final Bonus thus determined shall be
paid as soon as practicable and reasonable following the end of the Performance Period in which employment termination occurs, and shall be made at the same time payments are made to Participants who did not terminate employment during the
applicable Performance Period. The right of the Participant to receive any payment under this Plan will pass to the Participant’s estate in the event of the Participant’s death. 

6.2 Involuntary Termination of Employment (Not Retirement Eligible). If the employment of a Participant is terminated by the
Company (other than as a Termination for Cause) prior to the fourth quarter of the applicable Performance Period, all of the Participant’s rights to any Final Bonus for that Performance Period shall be forfeited unless otherwise determined by
the Administrator in its sole discretion. If the employment of a Participant is terminated by the Company (other than as a Termination for Cause) during the fourth quarter of the applicable Performance Period, the Final Bonus determined in
accordance with Section 4.4 herein shall be prorated based upon the length of time that the Participant was employed by the Company during the Performance Period. 
 6.3 Termination for Cause. If at any time during the Performance Period a Participant’s employment is terminated in a Termination for Cause, all of the Participant’s rights to any Final
Bonus for that Performance Period shall be forfeited. 
 6.4 Termination of Employment for Other Reasons. If at any time
during the Performance Period a Participant’s employment is terminated other than as set forth in Sections 6.1, 6.2 and 6.3 hereof, all of the Participant’s rights to any Final Bonus for that Performance Period shall be forfeited unless
otherwise determined by the Administrator in its sole discretion. 
 6.5 Other Forfeiture Events. The Administrator may,
in its discretion, require that all or any portion of a Final Bonus is subject to an obligation of repayment to the Company upon the violation of a non-competition and confidentiality covenant applicable to the Participant. The Administrator may, in
its discretion, also require repayment to the Company of all or any portion of a Final Bonus if the amount of the Final Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a financial
statement restatement, the Participant engaged in misconduct that caused or contributed to the need for the financial statement restatement, and the amount of the Final Bonus would have been lower than the amount actually awarded to the Participant
had the financial results been properly reported. This Section 6.5 shall not be the Company’s exclusive remedy with respect to such matters. This Section 6.5 shall not apply after a “Change of Control” of the Company as
defined in the 2009 Long-Term Incentive Plan or any successor plan thereto. 

  
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 Article 7. Rights of
Participants. 
 7.1 Employment. No person shall have any claim or right to be granted an Award under this Plan and
the grant of an Award shall not confer upon any Participant any right to be retained as an employee of the Company or any of its subsidiaries, nor shall it limit or interfere in any way with the right of the Company or any subsidiary to terminate
the employment of any Participant at any time or to increase or decrease the compensation of any Participant. There is no obligation for uniformity of treatment of Participants under this Plan or otherwise. 

7.2 Nontransferability. No right or interest of any Participant in the Plan shall be assignable or transferable, other than by
will or pursuant to the laws of descent and distribution, or subject to any lien, directly, by operation of law or otherwise, including, but not limited to, by execution, levy, garnishment, attachment, pledge, or bankruptcy, and any attempt to take
any such action shall be null and void. 
 7.3 Foreign Participants. Subject to the provisions of Section 4.3, the
Administrator may, in order to fulfill the Plan purposes and without amending the Plan, modify Awards granted to Participants who are foreign nationals or employed outside the United States to the extent necessary to recognize differences in local
law, tax policy or custom. 
 Article 8. Administration. 
 8.1 Authority of the Administrator. 
 (a) General. The Plan shall be
administered by the Committee. Subject to the provisions of the Plan, the Committee will have full authority to interpret the Plan and the terms of Awards made hereunder, to establish, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions for making or modifying Awards, to correct administrative errors, and to make all other determinations necessary or advisable for the administration of the Plan. All decisions made by the Committee pursuant to the
provisions hereof shall be made in the Committee’s sole discretion and shall be final and binding on all persons. Notwithstanding any other provision of the Plan, the Committee shall not have any discretion or authority to make changes to any
Award that is intended to qualify as “performance-based compensation” under Code Section 162(m) to the extent that the existence of such discretion or authority would cause such Award not to so qualify. 

(b) Delegation of Authority for the Day-to-Day Administration of the Plan. Except to the extent prohibited by Applicable Law, the
Committee may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan, including the power to approve Awards to Employees who are not Covered Employees. Such delegation may
be revoked at any time. All determinations and decisions of any delegate as to any disputed question arising under the Plan, including questions of construction and interpretation, shall be final, binding and conclusive upon all parties. 

8.2 Facility of Payment. If the Administrator deems any person entitled to receive any amount under the provisions of the Plan to
be incapable of receiving or disbursing the same by reason of minority, illness or infirmity, mental incompetence, or incapacity of any kind, the Administrator may, in its sole discretion, (i) apply such amount directly for the comfort, support
and maintenance of such person; (ii) reimburse any person for any such support theretofore supplied to the person entitled to receive any such payment; (iii) pay such amount to any person selected by the Administrator to disburse it for
such comfort, support and maintenance, including without limitation, any relative who has undertaken, wholly or partially, the expense of such person’s comfort, care and maintenance, or any institution in whose care or custody the person
entitled to the amount may be; or (iv) with respect to any amount due to a minor, deposit such amount to his or her credit in any savings or commercial bank of the Administrator’s choice, direct that such distribution be paid to the legal
guardian, or if none, to a parent of such person or a responsible adult with whom the minor maintains his or her residence, or to the custodian for 

  
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such person under the Uniform Gift to Minors Act or Gift to Minors Act, if such payment is permitted by the laws of the state in which the minor resides. Payment pursuant to this Section 8.2
shall fully discharge the Company, the Board, the Committee, the Administrator, and the Plan from further liability on account thereof. 

Article 9. Amendments. 

The Committee, without notice, at any time and from time to time, may modify or amend, in whole or in part, any or all of the provisions
of the Plan, or suspend or terminate it entirely; provided, however, that no such modification, amendment, suspension, or termination may, without the consent of a Participant, materially reduce the right of a Participant to a payment or
distribution hereunder to which he or she has already become entitled, as determined under Article 4 and Article 6 hereof. Stockholder approval of any amendment will be required only as required by Applicable Law. No new Award may be granted during
any period of suspension of the Plan or after termination of the Plan. 
 Article 10. Miscellaneous. 

10.1 Choice of Law. The Plan and all agreements hereunder shall be governed by and construed in accordance with the laws of the
State of Delaware, except as to matters pre-empted or governed by federal law. 
 10.2 Withholding Taxes. The Company
shall have the right to deduct from all cash payments under the Plan any federal, state, or local taxes required by law to be withheld with respect to any Final Bonus. 
 10.3 Additional Arrangements. Nothing contained in this Plan shall prevent the Company from adopting other or additional compensation arrangements for any Participant. 

10.4 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the
feminine; the plural shall include the singular, and the singular shall include the plural. 
 10.5 Severability. In the
event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had
not been included. 
 10.6 Successors. All obligations of the Company under the Plan shall be binding upon and inure to
the benefit of any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

 10.7 Titles; Construction. Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of the Plan. Any reference to a section (other than to a section of the Plan) shall also include a successor to such section. 

  
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