EX-10.3





Exhibit 10.3



FORM OF




EMPLOYEE MATTERS AGREEMENT




BY AND BETWEEN




CARDINAL HEALTH, INC.




AND




CAREFUSION CORPORATION




DATED AS OF




 






EMPLOYEE MATTERS AGREEMENT




     This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of                      is by and
between Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), and CareFusion
Corporation, a Delaware corporation (“CareFusion”, and together with Cardinal Health, each
a “Party” and collectively, the “Parties”).



     WHEREAS, the board of directors of Cardinal Health has determined that it is in the best
interests of Cardinal Health and its shareholders to create a new publicly traded company which
shall operate the CareFusion Business (as such term is defined herein);



     WHEREAS, in furtherance of the foregoing, Cardinal Health and CareFusion have entered into a
Separation Agreement, dated as of                      (the “Separation Agreement”), and have
entered or will enter into other Transaction Documents that will govern certain matters relating to
the Distribution and the relationship of Cardinal Health, CareFusion and their respective
Affiliates prior to and following the Distribution Date; and



     WHEREAS, pursuant to the Separation Agreement, Cardinal Health and CareFusion have agreed to
enter into this Agreement for the purpose of allocating assets, liabilities and responsibilities
with respect to certain human resources, employee compensation and benefits matters between them to
the extent not provided in, or varying from, the Separation Agreement.



     NOW, THEREFORE, in consideration of the premises and of the respective agreements and
covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound
hereby, agree as follows:



 









 





ARTICLE I




DEFINITIONS




     1.1 Definitions. The following terms shall have the following meanings:



          1.1.1 “Adjusted Cardinal Health Option” has the meaning ascribed thereto in
Section 6.1(b) of this Agreement.




          1.1.2 “Adjusted Cardinal Health Option Price” has the meaning ascribed thereto in
Section 6.1(b) of this Agreement.




          1.1.3 “Adjusted CareFusion Option Price” has the meaning ascribed thereto in
Section 6.1(c) of this Agreement.




          1.1.4 “Affiliate” (including, with a correlative meaning, “affiliated”)
means, when used with respect to a specified Person, a Person that directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under common control with
such specified Person. For the purpose of this definition, “control” (including with
correlative meanings, “controlled by” and “under common control with”), when
used with respect to any specified Person shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities or other interests, by contract, agreement,
obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment,
undertaking or otherwise. It is expressly agreed that, from and after the Effective Time and
for purposes of this Agreement and the other Transaction Documents, no member of the
CareFusion Group shall be deemed to be an Affiliate of any member of the Cardinal Health
Group, and no member of the Cardinal Health Group shall be deemed to be an Affiliate of any
member of the CareFusion Group.




          1.1.5 “Agreement” has the meaning ascribed thereto in the preamble to this
Agreement.




          1.1.6 “Assets” shall have the meaning ascribed thereto in the Separation
Agreement.




          1.1.7 “Benefit Plan” means, with respect to an entity, each plan, program,
arrangement, agreement or commitment that is an employment, consulting, non-competition or
deferred compensation agreement, or an executive compensation, incentive bonus or other bonus,
employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option,
stock purchase, stock appreciation rights, restricted stock, other equity-based compensation,
severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay,
paid time-off, disability or accident insurance plan, corporate-owned or key-man life
insurance or other employee benefit plan, program, arrangement, agreement or commitment,
including any “employee benefit plan” (as defined in Section 3(3) of ERISA), sponsored or
maintained by such entity (or to which such entity contributes or is required to contribute).




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          1.1.8 “Cardinal Health 401(k) Plan” means the Cardinal Health 401(k) Savings
Plan.




          1.1.9 “Cardinal Health Annual Bonus Plan” has the meaning ascribed thereto in
Section 7.1(a) of this Agreement.




          1.1.10 “Cardinal Health Arrangement” has the meaning ascribed thereto in Section
5.8 of this Agreement.




          1.1.11 “Cardinal Health Benefit Plan” means any Benefit Plan sponsored,
maintained or contributed to by Cardinal Health or any of its Affiliates.




          1.1.12 “Cardinal Health Business” means (i) (A) the businesses and operations
conducted prior to the Effective Time by any member of the Cardinal Health Group that are not
included in the CareFusion Business and (B) the businesses set forth on Schedule
1.1(a) of the Separation Agreement and (ii) the Cardinal Health Former Businesses.




          1.1.13 “Cardinal Health Canadian Capital Accumulation Plans” shall have the
meaning ascribed thereto in Section 4.2(b) of this Agreement.




          1.1.14 “Cardinal Health Committee” means the Human Resources and Compensation
Committee of the Board of Directors of Cardinal Health.




          1.1.15 “Cardinal Health Common Share” shall mean a common share, without par
value, of Cardinal Health.




          1.1.16 “Cardinal Health DC Plan” has the meaning ascribed thereto in Section
7.2(a) of this Agreement.




          1.1.17 “Cardinal Health Director” means a current or former member of the Board
of Directors of Cardinal Health, excluding any CareFusion Director.




          1.1.18 “Cardinal Health Equity Plans” means, collectively, (i) the Cardinal
Health 2005 Long-Term Incentive Plan (including the underlying Long-Term Incentive Cash
Program for Fiscal Years 2008-2010 and Long-Term Incentive Cash Program for Fiscal Years
2009-2011), (ii) the Cardinal Health Equity Incentive Plan, (iii) the Cardinal Health
Broadly-based Equity Incentive Plan, (iv) the Cardinal Health Outside Directors Equity
Incentive Plan, (v) the Cardinal Health 2007 Nonemployee Directors Equity Plan, (vi) Alaris
Medical Systems, Inc. 1996 Stock Option Plan, (vii) Alaris Medical Systems, Inc. 2004 Stock
Incentive Plan, (viii) Allegiance Corporation 1996 Incentive Compensation Program, (ix)
Bindley Western Industries, Inc. 2000 Stock Option and Incentive Plan, (x) Bindley Western
Industries, Inc. 1993 Stock Option and Incentive Plan, (xi) Bindley Western Industries, Inc.
1998 Stock Option and Incentive Plan, (xii) Central Pharmacy Services, Inc. 1993 Stock Option
Plan, (xiii) Syncor International Corporation 2000 Master Stock Incentive Plan, (xiv) Syncor
International Corporation New Employee Stock Option Plan, (xv) Syncor International
Corporation 1990 Master Stock Incentive Plan, (xvi) Syncor International Corporation Universal
Performance Equity Participation




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Plan, (xvii) VIASYS Healthcare, Inc. Equity Incentive Plan, and any other stock option or
stock incentive compensation plan or arrangement for Employees of Cardinal Health or any of
its Affiliates, in all cases, as amended.




          1.1.19 “Cardinal Health Former Businesses” means the Former Businesses set forth
on Schedule 1.1(b) of the Separation Agreement and any Former Business (other than the
CareFusion Business or the CareFusion Former Businesses) that, at the time of sale,
conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or
discontinuation, abandonment, completion or termination of the operations, activities or
production thereof, was primarily managed by or associated with the Cardinal Health Business
as then conducted.




          1.1.20 “Cardinal Health Group” means Cardinal Health and each Person (other than
any member of the CareFusion Group) that is an Affiliate of Cardinal Health immediately after
the Effective Time.




          1.1.21 “Cardinal Health Group Benefit Plan” has the meaning ascribed thereto in
Section 5.1(a) of this Agreement.




          1.1.22 “Cardinal Health Group Employee” means any Employee of Cardinal Health or
any of its Affiliates who, as of July 1, 2009, is employed by any member of the Cardinal
Health Group, including any such Employee who is on an approved leave at such time other than
long-term disability leave, except as otherwise required by applicable local Laws;
provided, however, that any such Employee who transfers from employment with a
member of the Cardinal Health Group to a member of the CareFusion Group during the period
beginning on July 1, 2009 and ending at the Effective Time shall be a CareFusion Group
Employee from and after such transfer (and not a Cardinal Health Group Employee from and after
such transfer). For the avoidance of doubt, Employees of the CareFusion Group located in the
U.S. who are on long-term disability leave as of July 1, 2009 shall not be Cardinal Health
Group Employees.




          1.1.23 “Cardinal Health LTIP” shall mean the Cardinal Health 2005 Long-Term
Incentive Plan, as amended and restated as of November 5, 2008 (including the underlying
Long-Term Incentive Cash Program for Fiscal Years 2008-2010 and Long-Term Incentive Cash
Program for Fiscal Years 2009-2011).




          1.1.24 “Cardinal Health Option” means an option to purchase Cardinal Health
Common Shares granted pursuant to one of the Cardinal Health Equity Plans.




          1.1.25 “Cardinal Health Participant” means any Employee of Cardinal Health or one
of its Affiliates who is an Employee of the Cardinal Health Group or a Former Employee and who
is, at any time prior to, on, or after the Effective Time, a participant in the applicable
Cardinal Health Benefit Plan or is a beneficiary, dependent or alternate payee of such a
participant.




          1.1.26 “Cardinal Health Restricted Share” means a Cardinal Health Common Share
granted by Cardinal Health or one of its Affiliates pursuant to one of the




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Cardinal Health Equity Plans that is subject to a vesting requirement that has not been
satisfied at the Effective Time.




          1.1.27 “Cardinal Health Restricted Share Unit” means a unit granted by Cardinal
Health or one of its Affiliates pursuant to one of the Cardinal Health Equity Plans
representing a general unsecured promise by Cardinal Health or one of its Affiliates to
deliver a Cardinal Health Common Share and/or dividend equivalents, if applicable, after the
Effective Time.




          1.1.28 “Cardinal Health Severance Benefits Program” has the meaning ascribed
thereto in Section 7.3(a)(i) of this Agreement.




          1.1.29 “CareFusion” has the meaning ascribed thereto in the preamble to this
Agreement.




          1.1.30 “CareFusion 401(k) Plan” has the meaning ascribed thereto in Section
4.1(a) of this Agreement.




          1.1.31 “CareFusion Annual Bonus Plan” has the meaning ascribed thereto in Section
7.1(a) of this Agreement.




          1.1.32 “CareFusion Arrangement” has the meaning ascribed thereto in Section 5.8
of this Agreement.




          1.1.33 “CareFusion Benefit Plan” means any Benefit Plan sponsored, maintained or
contributed to by a member of the CareFusion Group after the Effective Time, but excluding the
Cardinal Health Group Benefit Plan.




          1.1.34 “CareFusion Business” means (i) the businesses and operations conducted
prior to the Effective Time by any member of the CareFusion Group, but excluding those
businesses set forth on Schedule 1.1(a) of the Separation Agreement, (ii) any other
businesses or operations conducted primarily through the use of the CareFusion Assets, (iii)
the businesses and operations set forth on Schedule 1.1(c) of the Separation Agreement
and (iv) the CareFusion Former Businesses.




          1.1.35 “CareFusion Canadian Capital Accumulation Plans” shall have the meaning
ascribed thereto in Section 4.2(b) of this Agreement.




          1.1.36 “CareFusion Canadian Participants” has the meaning ascribed thereto in
Section 4.2(b) of this Agreement.




          1.1.37 “CareFusion Common Stock” shall mean a share of common stock, par value
$0.01 per share, of CareFusion.




          1.1.38 “CareFusion DC Plan” has the meaning ascribed thereto in Section 7.2(a) of
this Agreement.




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          1.1.39 “CareFusion Director” means a member of the Board of Directors of
CareFusion as of the Effective Time, who is no longer a member of the Board of Directors of
Cardinal Health as of the Effective Time.




          1.1.40 “CareFusion Equity Plan” has the meaning ascribed thereto in Section
6.5(a) of this Agreement.




          1.1.41 “CareFusion Former Businesses” means the Former Businesses set forth on
Schedule 1.1(g) of the Separation Agreement and any Former Business that, at the time
of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or
discontinuation, abandonment, completion or termination of the operations, activities or
production thereof, was primarily managed by or associated with the CareFusion Business
(including the businesses and operations set forth on Schedule 1.1(c) of the
Separation Agreement) as then conducted.




          1.1.42 “CareFusion Group” means CareFusion, each Subsidiary of CareFusion
immediately after the Effective Time and each other Person that is controlled directly or
indirectly by CareFusion immediately after the Effective Time.




          1.1.43 “CareFusion Group Employee” means any Employee of Cardinal Health or any
of its Affiliates who, as of July 1, 2009, is employed by any member of the CareFusion Group,
including any such Employee who is on an approved leave at such time other than long-term
disability leave, except as otherwise required by applicable local Laws; provided,
however, that any such Employee who transfers from employment with a member of the
CareFusion Group to a member of the Cardinal Health Group during the period beginning on July
1, 2009 and ending at the Effective Time shall be a Cardinal Health Group Employee from and
after such transfer (and not a CareFusion Group Employee from and after such transfer). For
the avoidance of doubt, Employees of the CareFusion Group located in the U.S. who are on
long-term disability leave as of July 1, 2009 shall not be CareFusion Group Employees.




          1.1.44 “CareFusion Option” has the meaning ascribed thereto in Section 6.1(a) of
this Agreement.




          1.1.45 “CareFusion Option Price” has the meaning ascribed thereto in Section
6.1(a) of this Agreement.




          1.1.46 “CareFusion Participant” means any Employee of a member of the CareFusion
Group who was, prior to the Effective Time, a participant in the applicable Cardinal Health
Benefit Plan or is, after the Effective Time, a participant in a CareFusion Benefit Plan, or
is a beneficiary, dependent or alternate payee of such a participant.




          1.1.47 “CareFusion Ratio” has the meaning ascribed thereto in Section 6.1(a) of
this Agreement.




          1.1.48 “CareFusion Restricted Share” means a share of CareFusion Common Stock
granted by CareFusion that is subject to a vesting requirement, which share




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is issued pursuant to one of the CareFusion Equity Plans as an adjustment to or
replacement for an award of Cardinal Health Restricted Shares in connection with the
Distribution.




          1.1.49 “CareFusion Restricted Share Unit” shall mean a unit granted by CareFusion
representing a general unsecured promise by CareFusion to deliver a share of CareFusion Common
Stock or dividend equivalents, if applicable, that is subject to a vesting requirement, which
unit is issued pursuant to one of the CareFusion Equity Plans as an adjustment to or
replacement for an award of Cardinal Health Restricted Share Units in connection with the
Distribution.




          1.1.50 “CareFusion Stock Fund” means an investment alternative under an
individual account retirement plan maintained by a member of either the Cardinal Health Group
or the CareFusion Group that holds, or is deemed to hold, CareFusion Common Stock.




          1.1.51 “CareFusion Stock Price” means the opening price on the NYSE of CareFusion
Common Stock on the next trading day following the Distribution Date.




          1.1.52 “CHAPP” means the Cardinal Health Acquired Pensions Plan.




          1.1.53 “CHAPP Transfer Date” has the meaning ascribed thereto in Section 3.1(a)
of this Agreement.




          1.1.54 “COBRA” means the continuation coverage requirements for “group health
plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, and any
similar state group health plan continuation Law, together with all regulations and proposed
regulations promulgated thereunder, including any amendments or other modifications of such
Laws and regulations that may be made from time to time.




          1.1.55 “Code” means the U.S. Internal Revenue Code of 1986, as amended.




          1.1.56 “Competitive Business” has the meaning ascribed thereto in Section 7.3(b)
of this Agreement.




          1.1.57 “Distribution” shall mean the distribution to the holders of the issued
and outstanding Cardinal Health Common Shares as of the close of business on the Record Date,
by means of a pro rata distribution, of [•] percent ([•]%) of the issued and outstanding
shares of CareFusion Common Stock, on the basis of one (1) share of CareFusion Common Stock
for every one (1) Cardinal Health Common Share.




          1.1.58 “Distribution Date” means [•], or such other time as determined by
Cardinal Health in accordance with Section 3.3 of the Separation Agreement.




          1.1.59 “DOL” means the U.S. Department of Labor.




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          1.1.60 “Effective Time” means the time at which the Distribution occurs on the
Distribution Date, which shall be deemed to be 11:59 p.m., New York City Time, on the
Distribution Date.




          1.1.61 “Employee” means any individual who is a full or part-time common law
employee of the applicable entity.




          1.1.62 “Employer” has the meaning ascribed thereto in Section 7.3(b) of this
Agreement.




          1.1.63 “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.




          1.1.64 “Exchange Act” means the United States Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC thereunder, all as the same shall be in
effect at the time that reference is made.




          1.1.65 “Force Majeure” has the meaning ascribed thereto in the Separation
Agreement.




          1.1.66 “Foreign Cardinal Health Benefit Participants” has the meaning ascribed
thereto in Section 4.2(a) of this Agreement.




          1.1.67 “Foreign Cardinal Health Benefit Plan” means a Cardinal Health Benefit
Plan which is maintained or contributed to by a member of the Cardinal Health Group located
outside of the U.S., and not by any member of the Cardinal Health Group located in the U.S.




          1.1.68 “Foreign Cardinal Health Group Employee” means a Cardinal Health Group
Employee who, as of July 1, 2009, is employed by a member of the Cardinal Health Group located
outside of the U.S., including any such Employee who is on approved leave of absence at such
time (including without limitation, long-term disability leave).




          1.1.69 “Foreign Cardinal Health Welfare Participant” has the meaning ascribed
thereto in Section 5.3(a) of this Agreement.




          1.1.70 “Foreign Cardinal Health Welfare Plan” means a Foreign Cardinal Health
Benefit Plan that is a Welfare Plan.




          1.1.71 “Foreign CareFusion Benefit Participants” has the meaning ascribed thereto
in Section 4.2(a) of this Agreement.




          1.1.72 “Foreign CareFusion Benefit Plan” means a Benefit Plan which is maintained
or contributed to by a member of the CareFusion Group located outside of the U.S., and not by
any member of the CareFusion Group located in the U.S.




          1.1.73 “Foreign CareFusion Group Employee” means a CareFusion Group Employee who,
as of July 1, 2009, is employed by a member of the CareFusion




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Group located outside of the U.S., including any such Employee who is on approved leave
of absence at such time (including without limitation, long-term disability leave).




          1.1.74 “Foreign CareFusion Welfare Participant” has the meaning ascribed thereto
in Section 5.3(a) of this Agreement.




          1.1.75 “Foreign CareFusion Welfare Plan” means a Foreign CareFusion Benefit Plan
that is a Welfare Plan.




          1.1.76 “Former Business” means any corporation, partnership, entity, division,
business unit or business, including any business within the meaning of Rule 11-01(d) of
Regulation S-X (in each case, including any assets and liabilities comprising the same) that
has been sold, conveyed, assigned, transferred or otherwise disposed of or divested (in whole
or in part) to a Person that is not a member of the Cardinal Health Group or the CareFusion
Group or the operations, activities or production of which has been discontinued, abandoned,
completed or otherwise terminated (in whole or in part), in each case, prior to the Effective
Time.




          1.1.77 “Former Employee” means any former Employee of Cardinal Health or an
Affiliate, as of immediately prior to the Effective Time, whether having last been employed by
a member of the Cardinal Health Group or a member of the CareFusion Group, including retired,
deferred vested, non-vested and other inactive terminated Employees. For clarification
purposes, former Employees who are on long-term disability leave as of the Effective Time and
who were either employed by a member of the Cardinal Health Group or the CareFusion Group
located in the U.S. prior to being on long-term disability leave, shall be considered Former
Employees for purposes of this Agreement.




          1.1.78 “FY 2008-2010 Cash Program” has the meaning ascribed thereto in Section
6.4(a) of this Agreement.




          1.1.79 “FY 2009-2011 Cash Program” has the meaning ascribed thereto in Section
6.4(b) of this Agreement.




          1.1.80 “Governmental Authority” means any nation or government, any state,
municipality or other political subdivision thereof, and any entity, body, agency, commission,
department, board, bureau, court, tribunal or other instrumentality, whether federal, state,
local, domestic, foreign or multinational, exercising executive, legislative, judicial,
regulatory, administrative or other similar functions of, or pertaining to, government and any
executive official thereof.




          1.1.81 “HIPAA” means the Health Insurance Portability and Accountability Act of
1996, as amended.




          1.1.82 “Information” has the meaning ascribed thereto in the Separation
Agreement.




          1.1.83 “Law” means any national, supranational, federal, state, provincial, local
or similar law (including common law), statute, code, order, ordinance,




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rule, regulation, treaty (including any income tax treaty), license, permit,
authorization, approval, consent, decree, injunction, binding judicial or administrative
interpretation or other requirement, in each case, enacted, promulgated, issued or entered by
a Governmental Authority.




          1.1.84 “Liabilities” shall have the meaning ascribed thereto in the Separation
Agreement.




          1.1.85 “Parties” has the meaning ascribed thereto in the preamble to this
Agreement.




          1.1.86 “PBGC” means the Pension Benefit Guaranty Corporation.




          1.1.87 “Person” means any individual, corporation, partnership, firm, joint
venture, association, joint-stock company, trust, unincorporated organization, limited
liability company, Governmental Authority or other entity.




          1.1.88 “Post-Distribution Cardinal Health Option” has the meaning ascribed
thereto in Section 6.1(a) of this Agreement.




          1.1.89 “Post-Distribution Cardinal Health Option Price” has the meaning ascribed
thereto in Section 6.1(a) of this Agreement.




          1.1.90 “Post-Distribution Cardinal Health Share Price” means the opening price on
the NYSE of Cardinal Health Common Shares on the next trading day following the Distribution
Date.




          1.1.91 “Pre-Distribution Cardinal Health Option Price” means the exercise price
of a Cardinal Health Option prior to the Effective Time, as set forth in the applicable option
agreement.




          1.1.92 “Pre-Distribution Cardinal Health Share Price” means the closing price per
share of a Cardinal Health Common Share in “regular way” trading on the NYSE on the
Distribution Date.




          1.1.93 “Record Date” means [•].




          1.1.94 “Released Parties” has the meaning ascribed thereto in Section 7.3(b) of
this Agreement.




          1.1.95 “SEC” means the Securities and Exchange Commission.




          1.1.96 “Separated Employee” has the meaning ascribed thereto in Section 7.3(b) of
this Agreement.




          1.1.97 “Separation Agreement” has the meaning ascribed thereto in the recitals to
this Agreement.




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          1.1.98 “Subsidiary” or “subsidiary” means, with respect to any Person,
any corporation, limited liability company, joint venture or partnership of which such Person
(i) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (A) the
total combined voting power of all classes of voting securities of such Person, (B) the total
combined equity interests, or (C) the capital or profit interests, in the case of a
partnership, or (ii) otherwise has the power to vote, either directly or indirectly,
sufficient securities to elect a majority of the board of directors or similar governing body.




          1.1.99 “Tax” has the meaning set forth in the Tax Matters Agreement.




          1.1.100 “Transaction Documents” means this Agreement, the Transition Services
Agreement, the Tax Matters Agreement (as defined in the Separation Agreement), the Separation
Agreement, the Intellectual Property Agreements (as defined in the Separation Agreement), the
Stockholder’s and Registration Rights Agreement (as defined in the Separation Agreement), the
Intercompany Agreements (as defined in the Separation Agreement) and the Transfer Documents
(as defined in the Separation Agreement).




          1.1.101 “Transition Period Expiration Time” means 11:59 pm, New York City Time,
on December 31, 2009 or such later time as provided in the applicable schedules to the
Transition Services Agreement.




          1.1.102 “Transition Services Agreement” means the Transition Services Agreement
in substantially the form attached to the Separation Agreement as Exhibit A, to be entered
into by and between Cardinal Health and CareFusion on or prior to the Distribution Date.




          1.1.103 “U.S.” means the United States of America.




          1.1.104 “U.S. CareFusion Group Employees” has the meaning ascribed thereto in
Section 5.1(a) of this Agreement.




          1.1.105 “U.S. CareFusion Welfare Plan” means a Welfare Plan which is maintained
or contributed to by a member of the CareFusion Group located in the U.S., but excluding the
Cardinal Health Group Benefit Plan.




          1.1.106 “Welfare Plan” means a plan that provides for health, welfare or other
insurance benefits (within the meaning of Section 3(1) of ERISA).




ARTICLE II




CONTINUATION OF EMPLOYMENT




     2.1 Continuation of Employment.



          (a)
Continuation of Employment. Except as otherwise provided on Schedule 2.1(a) of this Agreement or as required by
applicable local Law, no later than immediately prior to July 1,
2009, Cardinal Health and its Affiliates have taken all actions necessary to
ensure that, as of immediately prior to July 1, 2009, (i) all Employees primarily




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engaged in the CareFusion Business were employed by a member of the CareFusion Group and
(ii) all Employees primarily engaged in the Cardinal Health Business were employed by a member
of the Cardinal Health Group, subject to such adjustment as the Parties agree at any time
through the Effective Time.




          (b) Service Recognition. CareFusion shall give, or shall cause its Affiliates to
give, each CareFusion Group Employee who is employed immediately following the Effective Time
by a member of the CareFusion Group full credit for all purposes under any CareFusion Benefit
Plan for such CareFusion Group Employee’s service with Cardinal Health or any of its
Affiliates prior to the Effective Time in accordance with the Cardinal Health Service Credit
Guidelines, or to the same extent such service was recognized by the corresponding Cardinal
Health Benefit Plan immediately prior to the Effective Time; provided,
however, that such service shall not be recognized to the extent that such recognition
would result in the duplication of benefits or as otherwise provided by applicable local Law.




          (c) No Severance.




               (i) The Distribution and the assignment, transfer, or continuation of employment of any
Employee of Cardinal Health or any of its Affiliates in connection therewith (including in
accordance with Section 2.1(a) hereof) shall not be deemed a separation from service or
termination of employment entitling such Employee to be eligible to participate in, or to
receive payment of, severance benefits under any applicable Law, severance plan, policy,
practice, or arrangement of Cardinal Health, CareFusion, or any of their respective
Affiliates; provided, however, that any Employee of Cardinal Health or any of
its Affiliates whose employment is not intended to be continued by Cardinal Health or any of
its Affiliates following the Effective Time and is not assigned to a member of the CareFusion
Group, and whose employment is terminated as of the Effective Time, shall be deemed to have
incurred a separation from service and shall be eligible to receive severance and benefits as
set forth in Section 7.3 of this Agreement.



               (ii) Notwithstanding anything herein to the contrary, in the event any Employee of the
Cardinal Health Group located outside of the U.S. or the CareFusion Group located outside of
the U.S. (1) receives on or prior to the Effective Time, an offer of employment by a member of
the Cardinal Health Group or the CareFusion Group, as applicable, with salary and wages and
with employee benefits that are substantially comparable in the aggregate to those provided to
such Employee by the Cardinal Health Group or the CareFusion Group, as applicable, prior to
Effective Time and (2) does not accept such comparable offer of employment, then such Employee
shall not be eligible to receive any severance or benefits, unless such Employee is employed
in one of the locations listed on Schedule 2.1(c)(ii) as required by applicable local
Law.



          (d) Labor Relations. To the extent required by applicable Law or any agreement
with a labor union, works council or similar employee organization, Cardinal Health and
CareFusion and their applicable Affiliates shall mutually cooperate to provide notice, engage
in consultation and take any similar action which may be required on their




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part in respect of the workforce in connection with the Distribution either prior to, as
of, or following the Effective Time.




ARTICLE III




CARDINAL HEALTH ACQUIRED PENSIONS PLAN




     3.1 Transfer of Cardinal Health Acquired Pensions Plan.



          (a) Assumption of CHAPP Sponsorship and Liabilities. As of the Effective Time
(the “CHAPP Transfer Date”), CareFusion shall assume sponsorship and all Assets and
Liabilities of the Cardinal Health Acquired Pensions Plan (the “CHAPP”), a U.S.
defined benefit pension plan. Cardinal Health shall provide such information within its
possession or control as may be reasonably requested by CareFusion, or the trustees or
managers of the CHAPP for purposes of its transfer and administration.




          (b) Continuation of Elections. As of the CHAPP Transfer Date, CareFusion (acting
directly or through its Affiliates) shall cause the CHAPP to recognize and maintain all
existing elections, including beneficiary designations, payment form elections and rights of
alternate payees under qualified domestic relations orders with respect to participants under
the CHAPP as in effect immediately prior to the CHAPP Transfer Date.




          (c) Action in the Event of PBGC Intervention. Notwithstanding any provision of
this Agreement to the contrary, in the event that, within six (6) months of the Effective
Time, the PBGC asserts that the Distribution may provide justification for the PBGC to seek
termination of the CHAPP pursuant to Section 4042 of ERISA or otherwise asserts that the
transaction may increase unreasonably the long-run loss to the PBGC (within the meaning of
Section 4042(a)(4) of ERISA) with respect to the CHAPP, Cardinal Health and CareFusion shall
enter into negotiations with the PBGC to resolve these issues. Notwithstanding the results of
such negotiations, CareFusion shall fully comply with the terms of this Section 3.1.




          (d) Reservation of Rights. The Parties hereby acknowledge that nothing in this
Article III shall be construed to require CareFusion to continue the CHAPP after acceptance of
sponsorship of the CHAPP under the terms prescribed in this Article III. The Parties agree
that CareFusion reserves the right, in its sole discretion, to amend or terminate the CHAPP at
any time following the CHAPP Transfer Date in accordance with its terms and applicable Law.




ARTICLE IV




RETIREMENT PLANS




     4.1 The Cardinal Health 401(k) Plan and CareFusion 401(k) Plan.



          (a) Establishment of the CareFusion 401(k) Plan. As of the Effective Time,
CareFusion shall, or shall cause one of its Affiliates to, establish a defined





13









 







contribution plan and trust for the benefit of the CareFusion Participants (the
“CareFusion 401(k) Plan”), which initially shall include a provision allowing for the
acceptance of rollovers (including loan rollovers) and participant investment direction.
CareFusion shall be responsible for taking all necessary, reasonable and appropriate action to
establish, maintain and administer the CareFusion 401(k) Plan so that it is qualified under
Section 401(a) of the Code and meets the requirements of Section 401(k) of the Code and that
the related trust thereunder is tax-exempt under Section 501(a) of the Code. CareFusion
(acting directly or through its Affiliates) shall be responsible for any and all Liabilities
(including Liability for funding) and other obligations with respect to the CareFusion 401(k)
Plan. Cardinal Health shall have no fiduciary or funding obligations with respect to the
CareFusion 401(k) Plan.




          (b) Vesting and Distribution of CareFusion Participants’ Account Balances. As of
the Effective Time, CareFusion Participants shall become vested in their entire account
balances under the Cardinal Health 401(k) Plan. As of the Effective Time, members of the
CareFusion Group shall cease to be participating companies in the Cardinal Health 401(k) Plan,
each CareFusion Participant shall cease to accrue any benefits under the Cardinal Health
401(k) Plan, and each CareFusion Participant shall be treated as having incurred a severance
from employment under the Cardinal Health 401(k) Plan as of the Effective Time, making each
CareFusion Participant eligible for a distribution under the Cardinal Health 401(k) Plan of
his or her entire account balance. As soon as reasonably practicable following the date the
contributions described in Section 4.1(e) are made to the Cardinal Health 401(k) Plan,
CareFusion shall permit CareFusion Participants to elect a direct rollover of cash and any
outstanding loan balances distributed from the Cardinal Health 401(k) Plan into the CareFusion
401(k) Plan.




          (c) Outstanding Loans under the Cardinal Health 401(k) Plan. From the Effective
Time and until the date of rollover or other distribution of their account balances, the
CareFusion Participants who have outstanding loans originally made from the Cardinal Health
401(k) Plan shall be permitted to continue to repay such loans during their employment with
the CareFusion Group.




          (d) Stock Considerations under the Cardinal Health 401(k) Plan. To the extent
that accounts of Cardinal Health Participants in the Cardinal Health 401(k) Plan receive
            shares of CareFusion Common Stock in connection with the Distribution in respect of Cardinal
Health Common Shares held in such accounts, such shares will be deposited in a CareFusion
Stock Fund under the Cardinal Health 401(k) Plan, and will be held in such plan subject to its
terms and, as applicable, the discretion of the Cardinal Health 401(k) Plan fiduciary.
Cardinal Health shall assume sole responsibility for ensuring that its 401(k) Plan is
maintained in compliance with applicable Laws with respect to holding shares of CareFusion
Common Stock.




          (e) Contributions under the Cardinal Health 401(k) Plan as of the Effective Time.
All contributions accrued by CareFusion Participants under the Cardinal Health 401(k) Plan
with respect to all employer contributions, including employee deferrals, matching
contributions (including any true-up contributions, if applicable), profit-sharing
contributions, employer non-elective contributions, and Cardinal Health share contributions




14









 




for CareFusion Participants through the Effective Time, determined in accordance with the
terms and provisions of the Cardinal Health 401(k) Plan, ERISA and the Code, and based on all
service performed and compensation accrued prior to the Effective Time, shall be deposited by
Cardinal Health to the Cardinal Health 401(k) Plan as soon as administratively feasible
following the Effective Time.




     4.2 Foreign Plans.




          (a)
General. Except as provided in
Section 5.3(b) and Schedule 2.1(a) of this
Agreement, as of July 1, 2009, each member of the Cardinal
Health Group located outside of the U.S. has, as of July 1, 2009, ceased to be a participating
company in any Foreign CareFusion Benefit Plans, and each participant who is a Former Employee
of the Cardinal Health Group located outside of the U.S. or a Foreign Cardinal Health Group
Employee (a “Foreign Cardinal Health Benefit Participant”), has ceased to be eligible
to participate in any Foreign CareFusion Benefit Plans. Except as provided in Section 5.3(b) and Schedule 2.1(a) of this Agreement, each
member of the CareFusion Group located outside of the U.S. has, as of July 1, 2009, ceased to
be a participating company in any Foreign Cardinal Health Benefit Plans, and each participant,
who is a Former Employee of the CareFusion Group located outside of the U.S. or a Foreign
CareFusion Group Employee (a “Foreign CareFusion Benefit Participant”), has ceased to
be eligible to participate in any Foreign Cardinal Health Benefit Plans.




          (b) Canadian Capital Accumulation Plans.





               (i) As of July 1, 2009, each member of the
CareFusion Group located in Canada (1) ceased to be participating companies in any deferred
profit sharing plan or registered retirement savings plan maintained by any member of the
Cardinal Health Group located in Canada (the “Cardinal Health Canadian Capital
Accumulation Plans”) and (2) has established a deferred profit sharing plan and a
registered retirement savings plan and related trusts that are substantially similar to the
Cardinal Health Canadian Capital Accumulation Plans and their related trusts (the
“CareFusion Canadian Capital Accumulation Plans”) for the benefit of the participants
in the Cardinal Health Canadian Capital Accumulation Plans who are Foreign CareFusion Group
Employees or Former Employees of the CareFusion Group (the “CareFusion Canadian
Participants”).




               (ii) As of July 1, 2009, each CareFusion
Canadian Participant (1) became vested in his or her entire account balance under the
applicable Cardinal Health Canadian Capital Accumulation Plans, (2) ceased to accrue any
benefits under the applicable Cardinal Health Canadian Capital Accumulation Plan, (3) has been
treated as having incurred a separation from service or termination of employment under the
applicable Cardinal Health Canadian Capital Accumulation Plan as of July 1, 2009, (4) has been
eligible for a distribution under the applicable Cardinal Health Canadian Capital Accumulation
Plan of his or her vested account balance, and (5) has been eligible to elect, in his or her
sole discretion, to roll over his or her vested account balance



15









 




under the applicable Cardinal Health Canadian Capital Accumulation Plan into the
corresponding CareFusion Canadian Capital Accumulation Plan.




     4.3 Reservation of Rights. The Parties hereby acknowledge that nothing in this
Article IV shall be construed to require (a) Cardinal Health or any of its Affiliates to
continue the Cardinal Health 401(k) Plan, the Cardinal Health Canadian Capital Accumulation
Plans or any Foreign Cardinal Health Benefit Plan before or after the Effective Time, and (b)
CareFusion or any of its Affiliates to continue the CareFusion 401(k) Plan, the CareFusion
Canadian Capital Accumulation Plans or any Foreign CareFusion Benefit Plan after establishment
of such plans under the terms prescribed in this Article, as applicable, after the Effective
Time. The Parties agree that (i) Cardinal Health reserves the right, in its sole discretion,
to amend or terminate the Cardinal Health 401(k) Plan, the Cardinal Health Canadian Capital
Accumulation Plans and any Foreign Cardinal Health Benefit Plan at any time following the date
of this Agreement in accordance with their terms and applicable Law, and (ii) CareFusion
reserves the right, in its sole discretion, to amend or terminate the CareFusion 401(k) Plan,
the CareFusion Canadian Capital Accumulation Plans and any Foreign CareFusion Benefit Plan at
any time following the date of this Agreement in accordance with their terms and applicable
Law.



ARTICLE V




HEALTH AND WELFARE PLANS




     5.1 U.S. CareFusion Health and Welfare Plans.



          (a)
Transition Period. Effective as of
July 1, 2009, all CareFusion Group Employees employed by a member of the CareFusion Group
located in the U.S. (including U.S. expatriates) (the “U.S. CareFusion Group
Employees”) have been, and, through the Transition Period Expiration Time, shall continue
to be, eligible to participate in the Cardinal Health Group Benefit Plan, subject to the terms
of the Transition Services Agreement with respect to the costs of participation and provision
of administrative services. As of the Transition Period Expiration Time, each member of the
CareFusion Group located in the U.S. shall cease to be a participating company in the Cardinal
Health Group Benefit Plan, and each U.S. CareFusion Group Employee shall cease to be eligible
to participate in the Cardinal Health Group Benefit Plan.




          (b) Establishment of the U.S. CareFusion Welfare Plan. Immediately following the
Transition Period Expiration Time, CareFusion shall, or shall cause its applicable Affiliates
located in the U.S., to adopt a U.S. CareFusion Welfare Plan for the benefit of the U.S.
CareFusion Group Employees and their beneficiaries and dependents.




          (c) Waiver of Conditions. CareFusion (acting directly or through its Affiliates)
shall cause the U.S. CareFusion Welfare Plan to (i) waive all limitations as to preexisting
conditions, exclusions, and service conditions with respect to participation and coverage
requirements applicable to any U.S. CareFusion Group Employee, other than limitations that
were in effect with respect to the U.S. CareFusion Group Employee under the Cardinal Health
Group Benefit Plan as of the Transition Period Expiration Time, and




16









 




(ii) waive any waiting period limitation or evidence of insurability requirement applicable to
a U.S. CareFusion Group Employee other than limitations or requirements that were in effect
with respect to such U.S. CareFusion Group Employee under the Cardinal Health Group Benefit
Plan as of the Transition Period Expiration Time. Such waivers described in clauses (i) and
(ii) of the foregoing sentence, with respect to the U.S. CareFusion Welfare Plan, shall apply
to initial enrollment effective immediately following the Transition Period Expiration Time.
Following the initial enrollment, pre-existing condition limitations, exclusions, and services
conditions under the U.S. CareFusion Welfare Plan shall apply only to the extent allowable
under HIPAA.




     5.2 Allocation of Certain U.S. Welfare Plan Obligations.



          (a) Allocation of Certain U.S. Liabilities. CareFusion shall be responsible with
regard to claims by any U.S. CareFusion Group Employees under any short-term disability,
supplemental short-term disability, severance, tuition reimbursement and adoption assistance
plans incurred under the Cardinal Health Group Benefit Plan, as in effect from time to time
(the “Cardinal Health Group Benefit Plan”), on or before the Transition Period
Expiration Time. Except as otherwise provided in Sections 5.2(c) and 5.2(d), CareFusion shall
be responsible for all claims incurred by the U.S. CareFusion Group Employees under the U.S.
CareFusion Welfare Plan.




          (b) COBRA and HIPAA Compliance. Cardinal Health shall continue to be responsible
for compliance with the health care continuation requirements of COBRA (including the
requirements under the American Recovery and Reinvestment Act), the certificate of creditable
coverage requirements of HIPAA, and the corresponding provisions of the Cardinal Health Group
Benefit Plan with respect to any U.S. CareFusion Group Employees and any Former Employees of
the CareFusion Group located in the U.S. who incur a qualifying event under COBRA on or before
the Transition Period Expiration Time. CareFusion shall assume responsibility for compliance
with the health care continuation requirements of COBRA, the certificate of creditable
coverage requirements of HIPAA, and the corresponding provisions of the U.S. CareFusion
Welfare Plan, with respect to any U.S. CareFusion Group Employees who incur a qualifying event
or loss of coverage under the U.S. CareFusion Welfare Plan after the Transition Period
Expiration Time. Cardinal Health and CareFusion agree that the consummation of the
transactions contemplated by the Separation Agreement shall not constitute a COBRA qualifying
event for any purpose of COBRA.




          (c) Retiree Medical Benefits. Until such time as the participant is no longer
eligible under the terms of the applicable plan, any U.S. CareFusion Group Employee who is
terminated and elects COBRA coverage on or before the Transition Period Expiration Time shall
be eligible to elect retiree medical benefits, to the extent then available, under the terms
of the Cardinal Health Group Benefit Plan. CareFusion shall be responsible for providing
retiree medical benefits under the terms of the U.S. CareFusion Welfare Plan, and shall retain
all responsibilities with respect to, retiree medical benefits, to the extent then available,
for any U.S. CareFusion Group Employee who is terminated and elects COBRA coverage and retiree
medical benefits following the Transition Period Expiration Time.





17












 





          (d) Long-Term Disability Benefits. For any U.S. CareFusion Group Employee who
has incurred a disability (within the meaning of the applicable provisions of the Cardinal
Health Group Benefit Plan providing long-term disability benefits) on or before the Transition
Period Expiration Time, to the extent such disability has been approved by the administrator
of the Cardinal Health Group Benefit Plan, such U.S. CareFusion Group Employee will continue
to be covered under the Cardinal Health Group Benefit Plan, with respect to such disability
(but not with respect to any reoccurrence of such a disability after such individual returns
to active service with the CareFusion Group on or following the Transition Period Expiration
Time). Any right to reemployment for any individuals who were employed by a member of the
CareFusion Group prior to July 1, 2009 and who were on long-term disability as of immediately
prior to July 1, 2009 shall be the obligation of the CareFusion Group and not of the Cardinal
Health Group.




          (e) Time-Off Benefits. CareFusion shall credit each U.S. CareFusion Group
Employee, who is employed at the Effective Time by a member of the CareFusion Group, with the
amount of accrued but unused paid time-off as such U.S. CareFusion Group Employee had under
the applicable Cardinal Health paid time-off policy immediately prior to the Effective Time.




     5.3 Foreign Health and Welfare Plans.



          
(a) Participation. Except as
provided in Section 5.3(b) of this Agreement, as of July 1, 2009, each member of the Cardinal
Health Group located outside of the U.S. ceased to be a participating company in any Foreign
CareFusion Welfare Plans, and each Foreign Cardinal Health Group Employee or Former Employee
of the Cardinal Health Group located outside of the U.S. and his or her respective
beneficiaries and dependents (a “Foreign Cardinal Health Welfare Participant”) ceased
to be eligible to participate in any Foreign CareFusion Welfare Plans. Except as provided in Section 5.3(b) of this Agreement, as of July 1, 2009,
each member of the CareFusion Group located outside of the U.S. ceased to be a participating
company in any Foreign Cardinal Health Welfare Plans, and each Foreign CareFusion Group
Employee or Former Employee of the CareFusion Group located outside of the U.S. and his or her
respective beneficiaries and dependents (a “Foreign CareFusion Welfare Participant”)
ceased to be eligible to participate in any Foreign Cardinal Health Welfare Plans.




          (b) Foreign Transition Services.




               
(i) For the period commencing July 1, 2009
through the end of the applicable transition services period (as set out in the applicable
schedule to the Transition Services Agreement), Foreign Cardinal Health Group Employees in the
locations listed on Schedule 5.3(b)(i) of this Agreement have been and shall be
eligible to participate in the applicable Foreign CareFusion Welfare Plans, to the extent set
forth on the applicable schedule of the Transition Services Agreement. Effective as of the
end of the applicable transition services period, Cardinal Health shall, or shall cause its
Affiliates in the locations listed on Schedule 5.3(b)(i) of this Agreement to, adopt
Foreign Cardinal Health Welfare Plans for the benefit of the Foreign



18









 




Cardinal Health Group Employees and their beneficiaries and dependents. For the period commencing July 1, 2009 through the end of the
applicable transition services period (as set out in the applicable schedule to the Transition
Services Agreement), and subject to the terms of the Transition Services Agreement, (1)
CareFusion has been and shall be responsible for all claims incurred by the Foreign Cardinal
Health Group Employees under the Foreign CareFusion Welfare Plans prior to the end of such
transition services period, including claims incurred but not reported prior to the end of
such transition services period, and (2) Cardinal Health has been and shall be responsible for
all claims incurred by the Foreign Cardinal Health Group Employees under the Foreign Cardinal
Health Welfare Plans following the end of such transition services period.




               (ii) For the period commencing July 1, 2009
through the end of the applicable transition services period (as set out in the applicable
schedule to the Transition Services Agreement), Foreign CareFusion Group Employees in the
locations listed on Schedule 5.3(b)(ii) of this Agreement have been and shall be
eligible to participate in the Foreign Cardinal Health Welfare Plans, to the extent set forth
on the applicable schedule of the Transition Services Agreement. Effective as of the end of
the transition services period, CareFusion shall, or shall cause its Affiliates in the
locations listed on Schedule 5.3(b)(ii) of this Agreement to, adopt Foreign CareFusion
Welfare Plans for the benefit of such Foreign CareFusion Group Employees and their
beneficiaries and dependents. For the period
commencing July 1, 2009 through the end of the applicable transition services period (as set
out in the applicable schedule to the Transition Services Agreement), and subject to the terms
of the Transition Services Agreement, (1) the applicable Cardinal Health Welfare Plans have
been and shall be responsible for all claims incurred by such Foreign CareFusion Group
Employees under the Foreign Cardinal Health Welfare Plans prior to the end of such transition
services period, including claims incurred but not reported prior to the end of such
transition services period and, (2) CareFusion has been and shall be responsible for all
claims incurred by such Foreign CareFusion Group Employees under the Foreign CareFusion
Welfare Plans following the end of such transition services period.



          (c) Certain Former Foreign Employees. Subject to the terms of the Transition
Services Agreement with respect to the costs of participation and provision of administrative
services, (i) the Foreign Cardinal Health Welfare Plans shall retain all responsibilities for
health and welfare claims incurred prior to, on and after the Effective Time by Former
Employees of the Cardinal Health Group located outside of the U.S. and (ii) CareFusion shall
retain all responsibilities for health and welfare claims incurred prior to, on and after the
Effective Time by Former Employees of the CareFusion Group located outside of the U.S.




     5.4 Incurred Claim Definition. For purposes of this Article V, a claim or
Liability is deemed to be incurred; (a) with respect to medical, dental, vision and/or
prescription drug benefits, upon the rendering of health services giving rise to such claim or
Liability; (b) with respect to life insurance, accidental death and dismemberment and business
travel accident insurance, upon the occurrence of the event giving rise to such claim or
Liability; (c) with respect to disability benefits, upon the date of an Employee’s



19









 







disability, as determined by the disability benefit insurance carrier or claim
administrator, giving rise to such claim or Liability; (d) with respect to a period of
continuous hospitalization, upon the date of admission to the hospital; and (e) with respect
to tuition reimbursement or adoption assistance, upon the Employee’s request for payment of
such benefit.



     5.5 Workers Compensation. The ownership and administration of workers
compensation insurance shall be governed by Section 6.3 of the Separation Agreement. For the
avoidance of doubt, nothing in this Agreement shall be interpreted to allocate between the
Parties the claims and Liabilities under any workers compensation insurance policies.



     5.6 Reservation of Rights. The Parties hereby acknowledge and agree that nothing
in this Article V shall be construed to require (a) Cardinal Health or any of its Affiliates
to continue any health, welfare, fringe benefit, or compensation plan, program, policy,
practice or arrangement sponsored, maintained or contributed to by any of them (each, a
“Cardinal Health Arrangement”) before or after the Effective Time, or (b) CareFusion
or any of its Affiliates to continue any health, welfare, fringe benefit, or compensation
plan, program, policy, practice or arrangement sponsored, maintained or contributed to by any
of them (each, a “CareFusion Arrangement”) before or after the Effective Time. The
Parties acknowledge and agree that, subject to the terms of any other applicable agreement,
each of Cardinal Health and CareFusion reserves the right, in its sole discretion, to amend or
terminate any Cardinal Health Arrangement and any CareFusion Arrangement, respectively, at any
time after the date of this Agreement, to the extent permitted or required under the terms of
the applicable Cardinal Health Arrangement, CareFusion Arrangement or applicable Law.
Cardinal Health represents and warrants that, unless required by applicable Law, as of July
1, 2009, Cardinal Health has not materially amended or terminated any Cardinal Health
Arrangement in a manner that disproportionately affected the applicable CareFusion Group
Employees without the prior written consent of CareFusion, and, until the Transition Period
Expiration Time or, with respect to Foreign CareFusion Group Employees, expiration of the
applicable transition period, Cardinal Health shall not materially amend or terminate any such
Cardinal Health Arrangement, in a manner that would disproportionately affect the applicable
CareFusion Group Employees without the prior written consent of CareFusion, which consent
shall not be unreasonably withheld or delayed. CareFusion represents and warrants that, as of
July 1, 2009, CareFusion has not materially amended or terminated any CareFusion Arrangement
in a manner that disproportionately affected the Foreign Cardinal Health Group Employees
without the prior written consent of Cardinal Health, and, until the expiration of the
applicable transition period for the Foreign Cardinal Health Group Employees, CareFusion shall
not materially amend or terminate any such CareFusion Arrangement in a manner that would
disproportionately affect the Foreign Cardinal Health Group Employees, without the prior
written consent of Cardinal Health, which consent shall not be unreasonably withheld or
delayed. In order to amend or terminate any Cardinal Health Arrangement or any CareFusion
Arrangement, the Party seeking to amend or terminate its plan shall notify the other Party in
writing at least thirty (30) calendar days prior to the effective date of any such amendment
or termination, and the Party receiving notice shall respond to such notice within five (5)
business days of receipt or shall be deemed to have given consent if no response is received
within five (5) business days of receipt.



20









 





ARTICLE VI




LONG-TERM INCENTIVE AWARDS




     6.1 Treatment of Outstanding Cardinal Health Options.



          (a) Each Cardinal Health Option that was initially granted on or prior to September 26,
2007 and is outstanding as of the Effective Time, shall be converted into an adjusted Cardinal
Health Option (each, a “Post-Distribution Cardinal Health Option”) and an option to
purchase the common stock of CareFusion (each, a “CareFusion Option”) in accordance
with this Section 6.1.




               (i) The per share exercise price of the Post-Distribution Cardinal Health Option
(“Post-Distribution Cardinal Health Option Price”) shall be equal to the product
(which shall be rounded down to the nearest whole cent) of (1) the Post-Distribution Cardinal
Health Share Price and (2) the Cardinal Health Ratio (as defined below).



               (ii) The per share exercise price of the CareFusion Option (“CareFusion Option
Price”) shall be equal to the product (which shall be rounded down to the nearest whole
cent) of (1) the CareFusion Stock Price and (2) the Cardinal Health Ratio (as defined below).



               (iii) The number of Cardinal Health Common Shares subject to the Post-Distribution
Cardinal Health Option and the number of shares of CareFusion Common Stock subject to the
CareFusion Option each shall be equal to the product (which shall be rounded down to the
nearest whole share) of (1) the number of Cardinal Health Common Shares subject to the
Cardinal Health Option immediately prior to the Effective Time and (2) a fraction, the
numerator of which is the difference between the Pre-Distribution Cardinal Health Share Price
and the Pre-Distribution Cardinal Health Option Price and the denominator of which is the
difference between (i) the sum of the Post-Distribution Cardinal Health Share Price and the
CareFusion Stock Price and (ii) the sum of the Post-Distribution Cardinal Health Option Price
and the CareFusion Option Price.



               (iv) For purposes of this paragraph (a), “Cardinal Health Ratio” shall mean the
quotient obtained by dividing (x) the Pre-Distribution Cardinal Health Option Price by (y) the
Pre-Distribution Cardinal Health Share Price.



               (v) The methodology described in the preceding provisions of this Section 6.1(a) for
determining the number of shares subject to, and exercise prices of, the Post-Distribution
Cardinal Health Options and CareFusion Options also shall apply for determining the number of
            shares covered by, and the base prices of, stock appreciation rights covering Cardinal Health
Common Shares and CareFusion Common Stock into which stock appreciation rights covering
Cardinal Health Common Shares granted on or prior to September 26, 2007 shall be converted.



               (vi) The CareFusion Options and stock appreciation rights covering CareFusion Common
Stock described in this Section 6.1(a) shall be subject to substantially



21









 




the same terms, vesting conditions and other restrictions, if any, that were applicable
to the corresponding Cardinal Health awards immediately prior to the Effective Time. The
Post-Distribution Cardinal Health Options and stock appreciation rights covering Cardinal
Health Common Shares described in this Section 6.1(a) shall be subject to substantially the
same terms, vesting conditions and other restrictions, if any, that were applicable to the
corresponding Cardinal Health awards immediately prior to the Effective Time.




               (vii) Notwithstanding Sections 6.1(a)(i) and (ii), if the Cardinal Health Ratio is equal
to the number one (1), the number of Cardinal Health Common Shares subject to the
Post-Distribution Cardinal Health Option and the number of shares of CareFusion Common Stock
subject to the CareFusion Option each shall be equal to the number of Cardinal Health Common
Shares subject to the Cardinal Health Option immediately prior to the Effective Time.



          (b) Each Cardinal Health Option that was initially granted after September 26, 2007 to a
Cardinal Health Participant or a Cardinal Health Director, as the case may be, and is
outstanding immediately prior to the Effective Time shall be adjusted as of the Effective Time
(each, an “Adjusted Cardinal Health Option”). The per share exercise price of each
Adjusted Cardinal Health Option (“Adjusted Cardinal Health Option Price”) shall be
equal to the product (which shall be rounded down to the nearest whole cent) of (1) the
Pre-Distribution Cardinal Health Option Price and (2) a fraction, the numerator of which shall
be the Post-Distribution Cardinal Health Share Price and the denominator of which shall be the
Pre-Distribution Cardinal Health Share Price. The number of Cardinal Health Common Shares
subject to each Adjusted Cardinal Health Option shall be equal to the product (which shall be
rounded down to the nearest whole share) of (1) the number of shares subject to the Cardinal
Health Option held by such Cardinal Health Participant or Cardinal Health Director as of the
Effective Time and (2) a fraction, the numerator of which is the Pre-Distribution Cardinal
Health Share Price and the denominator of which is the Post-Distribution Cardinal Health Share
Price. All such Adjusted Cardinal Health Options shall be subject to substantially the same
terms, vesting conditions and other restrictions, if any, that were applicable to the Cardinal
Health Options immediately prior to the Effective Time.




          (c) Each Cardinal Health Option that was initially granted after September 26, 2007 to a
CareFusion Participant or a CareFusion Director, as the case may be, and is outstanding
immediately prior to the Effective Time shall be replaced as of the Effective Time with a
CareFusion Option. The per share exercise price of each such CareFusion Option (“Adjusted
CareFusion Option Price”) shall be equal to the product (which shall be rounded down to
the nearest whole cent) of (1) the Pre-Distribution Cardinal Health Option Price and (2) a
fraction, the numerator of which shall be the CareFusion Stock Price and the denominator of
which shall be the Pre-Distribution Cardinal Health Share Price. The number of shares of
CareFusion Common Stock subject to each CareFusion Option shall be equal to the product (which
shall be rounded down to the nearest whole share) of (1) the number of shares subject to the
Cardinal Health Option held by such CareFusion Participant or CareFusion Director as of the
Effective Time and (2) a fraction, the numerator of which is the Pre-Distribution Cardinal
Health Share Price and the denominator of which is the CareFusion Stock Price. All such
Adjusted CareFusion




22









 




Options shall be subject to substantially the same terms, vesting conditions and other
restrictions, if any, that were applicable to the Cardinal Health Options immediately prior to
the Effective Time.




          (d) For the purposes of this Section 6.1, references to the “initial” date of grant of a
Cardinal Health Option refer to the date when such option was initially granted pursuant to
one of the Cardinal Health Equity Plans, except that the “initial” date of grant of a Cardinal
Health Option that was granted in exchange for a previously granted Cardinal Health Option
shall be deemed to be the date on which the Cardinal Health Option for which it was exchanged
was initially granted.




          (e) Upon the exercise of a CareFusion Option, whether held by a Cardinal Health
Participant, a CareFusion Participant, a Cardinal Health Director or a CareFusion Director,
the exercise price shall be paid to (or otherwise satisfied to the satisfaction of) CareFusion
in accordance with the terms of the CareFusion Option, and CareFusion shall be solely
responsible for the issuance of CareFusion Common Stock, for ensuring the withholding of all
applicable Tax on behalf of any such CareFusion Participant, and for ensuring the remittance
of such withholding Taxes to Cardinal Health with respect to any such Cardinal Health
Participant. Upon the exercise of a Post-Distribution Cardinal Health Option or Adjusted
Cardinal Health Option, whether held by a Cardinal Health Participant, a CareFusion
Participant, a Cardinal Health Director or a CareFusion Director, the exercise price shall be
paid to (or otherwise satisfied to the satisfaction of) Cardinal Health in accordance with the
terms of the Post-Distribution Cardinal Health Option or Adjusted Cardinal Health Option, and
Cardinal Health shall be solely responsible for the issuance of Cardinal Health Common Shares,
for ensuring the withholding of all applicable Tax on behalf of any such Cardinal Health
Participant, and for ensuring the remittance of such withholding Taxes to CareFusion with
respect to any such CareFusion Participant.




          (f) Upon the exercise of a CareFusion stock appreciation right, whether held by a
Cardinal Health Participant or a CareFusion Participant, CareFusion shall be solely
responsible for the payment of any amounts in settlement of such CareFusion stock appreciation
right and for ensuring the withholding of all applicable Tax on behalf of any such CareFusion
Participant, and for ensuring the remittance of such withholding Taxes to Cardinal Health with
respect to any such Cardinal Health Participant. Upon the exercise of a Cardinal Health stock
appreciation right, whether held by a Cardinal Health Participant or a CareFusion Participant,
Cardinal Health shall be solely responsible for the payment of any amounts in settlement of
such Cardinal Health stock appreciation right and for ensuring the withholding of all
applicable Tax on behalf of any such Cardinal Health Participant, and for ensuring the
remittance of such withholding Taxes to CareFusion with respect to any such CareFusion
Participant.




     6.2 Treatment of Outstanding Cardinal Health Restricted Shares.



          (a) Each holder of Cardinal Health Restricted Shares granted on or prior to September 26,
2007 that are outstanding immediately prior to the Effective Time shall receive as part of the
Distribution CareFusion Restricted Shares in respect of such Cardinal




23









 




Health Restricted Shares, in such number as such holder would have received in respect of
such shares had such Cardinal Health Restricted Shares been vested Cardinal Health Common
Shares on the Record Date, rounded down to the nearest whole share. All such CareFusion
Restricted Shares shall be subject to substantially the same terms, vesting conditions and
other restrictions, if any, that were applicable prior to the Effective Time to the Cardinal
Health Restricted Shares in respect of which such CareFusion Restricted Shares were
distributed. In all cases, the underlying Cardinal Health Restricted Shares shall otherwise
remain in effect unadjusted, and shall be subject to substantially the same terms (including
entitlement to any cash dividends accrued but unpaid at the Effective Time), vesting
conditions and other restrictions, if any, that were applicable to such Cardinal Health
Restricted Shares prior to the Effective Time.




          (b) The number of Cardinal Health Common Shares subject to each award of Cardinal Health
Restricted Shares granted after September 26, 2007 to a Cardinal Health Participant that is
outstanding immediately prior to the Effective Time shall be adjusted as of the Effective Time
pursuant to Section 16 of the Cardinal Health LTIP, and shall be subject to substantially the
same terms (including the entitlement to any cash dividends accrued but unpaid at the
Effective Time), vesting conditions and other restrictions, if any, that were applicable to
such Cardinal Health Restricted Shares immediately prior to the Effective Time. The holder of
the adjusted Cardinal Health Restricted Shares described in this Section 6.2(b) shall not be
entitled to receive the shares of CareFusion Common Stock to which such holder would otherwise
have been entitled with respect to such Cardinal Health Restricted Shares as a shareholder at
the Record Date. The number of such adjusted Cardinal Health Restricted Shares shall be equal
to the product (which shall be rounded down to the nearest whole share) of (1) the number of
Cardinal Health Restricted Shares outstanding immediately prior to the Effective Time and (2)
a fraction, the numerator of which is the Pre-Distribution Cardinal Health Share Price and the
denominator of which is the Post-Distribution Cardinal Health Share Price.




          (c) Each award of Cardinal Health Restricted Shares granted after September 26, 2007 to a
CareFusion Participant that is outstanding immediately prior to the Effective Time shall be
cancelled and replaced with a new award of CareFusion Restricted Shares. Pursuant to Section
16 of the Cardinal Health LTIP, the new award shall be subject to substantially the same
terms, vesting conditions and other restrictions, if any, that were applicable to such
cancelled Cardinal Health Restricted Shares immediately prior to the Effective Time. The
number of such replacement CareFusion Restricted Shares shall be equal to the product (which
shall be rounded down to the nearest whole share) of (1) the number of cancelled Cardinal
Health Restricted Shares in respect of the cancelled award and (2) a fraction, the numerator
of which is the Pre-Distribution Cardinal Health Share Price and the denominator of which is
the CareFusion Stock Price. The holder of the replacement CareFusion Restricted Shares
described in this Section 6.2(c) shall not be entitled to receive the shares of CareFusion
Common Stock to which such holder would otherwise have been entitled with respect to the
cancelled Cardinal Health Restricted Shares as a shareholder at the Record Date, but shall be
entitled to the cash dividends on the Cardinal Health Restricted Shares accrued but unpaid at
the Effective Time subject to substantially the same terms, vesting conditions and other
restrictions, if any, that were applicable to such accrued but unpaid cash dividends at the
Effective Time.




24









 








          (d) (i) Upon the vesting of CareFusion Restricted Shares described in this Section 6.2,
CareFusion shall be solely responsible for ensuring the satisfaction of all applicable Tax
withholding requirements on behalf of each CareFusion Participant and for ensuring the
collection and remittance of such withholding Taxes to Cardinal Health with respect to each
Cardinal Health Participant. Upon the vesting of Cardinal Health Restricted Shares described
in this Section 6.2, Cardinal Health shall be solely responsible for ensuring the satisfaction
of all applicable Tax withholding requirements on behalf of each Cardinal Health Participant
and for ensuring the collection and remittance of such withholding Taxes to CareFusion with
respect to each CareFusion Participant.




               (ii) CareFusion shall be responsible for the settlement of cash dividends on any Cardinal
Health Restricted Shares or CareFusion Restricted Shares held by a CareFusion Participant or a
CareFusion Director. Prior to the date any such settlement is due, Cardinal Health shall pay
CareFusion in cash amounts required to settle (A) any dividends with respect to Cardinal
Health Restricted Shares and (B) any dividends accrued prior to the Effective Time with
respect to CareFusion Restricted Shares. Cardinal Health shall be responsible for the
settlement of cash dividends on any Cardinal Health Restricted Shares or CareFusion Restricted
Shares held by a Cardinal Health Participant or a Cardinal Health Director. Prior to the date
any such settlement is due, CareFusion shall pay Cardinal Health in cash amounts required to
settle any dividends accrued following the Effective Time with respect to CareFusion
Restricted Shares.



          (e) Following the Distribution, if any Cardinal Health Restricted Shares held by a
CareFusion Participant or CareFusion Director shall fail to become vested, such Cardinal
Health Restricted Shares shall be forfeited to Cardinal Health, and if any CareFusion
Restricted Shares held by a Cardinal Health Participant or Cardinal Health Director shall fail
to become vested, such CareFusion Restricted Shares shall be forfeited to CareFusion.




     6.3 Treatment of Outstanding Cardinal Health Restricted Share Units.



          (a) Each holder of Cardinal Health Restricted Share Units described in the last sentence
of this Section 6.3(a) that are outstanding immediately prior to the Effective Time shall,
upon the Distribution, receive CareFusion Restricted Share Units representing the right to
receive the number of shares of CareFusion Common Stock in respect of such CareFusion
Restricted Share Units which the holder would have received had the Cardinal Health Restricted
Share Units been vested Cardinal Health Common Shares on the Record Date, rounded down to the
nearest whole share. All such CareFusion Restricted Share Units shall be subject to
substantially the same terms (including applicable deferral elections), vesting conditions and
other restrictions, if any, that were applicable to the Cardinal Health Restricted Share Units
immediately prior to the Effective Time. The underlying Cardinal Health Restricted Share
Units shall otherwise remain in effect unadjusted, and shall be subject to substantially the
same terms (including the entitlement to any cash dividend equivalents that are accrued but
unpaid at the Effective Time and applicable deferral elections), vesting conditions and other
restrictions, if any, that were applicable to such Cardinal Health Restricted Share Units
prior to the Effective Time. This Section 6.3(a) shall apply to Cardinal Health Restricted
Share Units granted (i) on or prior




25









 




to September 26, 2007, (ii) on October 15, 2008, or (iii) on November 17, 2008 that do
not vest ratably over three years.




          (b) The number of Cardinal Health Common Share Units subject to each award of Cardinal
Health Restricted Share Units, other than those described in the last sentence of Section
6.3(a), to a Cardinal Health Participant or a Cardinal Health Director, as the case may be,
that is outstanding immediately prior to the Effective Time shall be adjusted as of the
Effective Time pursuant to Section 16 of the Cardinal Health LTIP, and shall be subject to
substantially the same terms (including the entitlement to any cash dividend equivalents that
are accrued but unpaid at the Effective Time and applicable deferral elections), vesting
conditions and other restrictions, if any, that were applicable to such Cardinal Health
Restricted Share Units immediately prior to the Effective Time. The holder of the adjusted
Cardinal Health Restricted Share Units described in this Section 6.3(b) shall not be entitled
to receive any shares of CareFusion Common Stock. The number of such adjusted Cardinal Health
Restricted Share Units shall be equal to the product (which shall be rounded down to the
nearest whole share) of (1) the number of Cardinal Health Restricted Share Units outstanding
immediately prior to the Effective Time and (2) a fraction, the numerator of which is the
Pre-Distribution Cardinal Health Share Price and the denominator of which is the
Post-Distribution Cardinal Health Share Price.




          (c) Each award of Cardinal Health Restricted Share Units, other than those described in
the last sentence of Section 6.3(a), to a CareFusion Participant or a CareFusion Director, as
the case may be, that is outstanding immediately prior to the Effective Time shall be
cancelled and replaced with a new award of CareFusion Restricted Share Units. Pursuant to
Section 16 of the Cardinal Health LTIP, the new award shall be subject to substantially the
same terms, vesting conditions and other restrictions, if any, that were applicable to such
cancelled Cardinal Health Restricted Share Units immediately prior to the Effective Time. The
number of such replacement CareFusion Health Restricted Share Units shall be equal to the
product (which shall be rounded down to the nearest whole share) of (1) the number of
cancelled Cardinal Health Restricted Share Units in respect of the cancelled award and (2) a
fraction, the numerator of which is the Pre-Distribution Cardinal Health Share Price and the
denominator of which is the CareFusion Stock Price. The holder of the replacement CareFusion
Restricted Share Units described in this Section 6.3(c) shall not be entitled to receive any
additional shares of CareFusion Common Stock with respect to the cancelled Cardinal Health
Restricted Share Units, but shall be entitled to cash dividend equivalents on the Cardinal
Health Restricted Share Units that are accrued but unpaid at the Effective Time subject to
substantially the same terms, vesting conditions and other restrictions, if any, that were
applicable to such accrued but unpaid cash dividend equivalents at the Effective Time.




          (d) (i) CareFusion shall be solely responsible for the settlement of the CareFusion
Restricted Share Units in shares of CareFusion Common Stock, regardless of whether the holder
thereof is a CareFusion Participant, a Cardinal Health Participant, a CareFusion Director or a
Cardinal Health Director and for ensuring the satisfaction of all applicable Tax withholding
requirements on behalf of each CareFusion Participant and for ensuring the collection and
remittance of such withholding Taxes to Cardinal Health with respect to each Cardinal Health
Participant. Cardinal Health shall be solely responsible for




26









 




the settlement of the Cardinal Health Restricted Share Units in Cardinal Health Common
Shares, regardless of whether the holder thereof is a Cardinal Health Participant, a
CareFusion Participant, a Cardinal Health Director or a CareFusion Director and for ensuring
the satisfaction of all applicable Tax withholding requirements on behalf of each Cardinal
Health Participant and for ensuring the collection and remittance of such withholding Taxes to
CareFusion with respect to each CareFusion Participant.




               (ii) CareFusion shall be responsible for the settlement of cash dividend equivalents on
any Cardinal Health Restricted Share Units or CareFusion Restricted Share Units held by a
CareFusion Participant or a CareFusion Director. Prior to the date any such settlement is
due, Cardinal Health shall pay CareFusion in cash amounts required to settle (A) any dividend
equivalents with respect to Cardinal Health Restricted Share Units and (B) any dividend
equivalents accrued prior to the Effective Time with respect to CareFusion Restricted Share
Units. Cardinal Health shall be responsible for the settlement of cash dividend equivalents
on any Cardinal Health Restricted Share Units or CareFusion Restricted Share Units held by a
Cardinal Health Participant or a Cardinal Health Director. Prior to the date any such
settlement is due, CareFusion shall pay Cardinal Health in cash amounts required to settle any
dividend equivalents accrued following the Effective Time with respect to CareFusion
Restricted Share Units.



               (iii) Notwithstanding the foregoing provisions of this subsection (b), to the extent a
Cardinal Health Restricted Share Unit or CareFusion Restricted Share Unit is deferred under a
deferral agreement, payment in respect of such restricted share unit shall be made pursuant to
the terms of such agreement and in compliance with Section 409A of the Code, if applicable
thereto.



     6.4 Treatment of Outstanding Long-Term Cash Bonus Opportunities.



          (a) Cardinal Health Long-Term Incentive Cash Program for Fiscal Years 2008-2010
(“FY 2008-2010 Cash Program”). Prior to the Effective Time, Cardinal Health shall
amend the applicable Cardinal Health Equity Plans, as necessary, to terminate the FY 2008-2010
Cash Program as of the Effective Time, and upon such termination shall pay out all awards, if
any, in accordance with the FY 2008-2010 Cash Program. CareFusion shall have no Liability
with respect to any awards due under the FY 2008-2010 Cash Program to Cardinal Health
Participants or CareFusion Participants.




          (b) Cardinal Health Long-Term Incentive Cash Program for Fiscal Years 2009-2011
(“FY 2009-2011 Cash Program”). Prior to the Effective Time, Cardinal Health shall
terminate the FY 2009-2011 Cash Program as of the Effective Time and adjust the performance
targets accordingly, and shall pay out all awards, if any, under the FY 2009-2011 Cash
Program. CareFusion shall have no Liability with respect to any awards due under the FY
2009-2011 Cash Program. Following the Effective Time, in replacement of awards, if any, to be
paid under FY 2009-2011 Cash Program for the portion of the performance period following the
Effective Time, Cardinal Health shall grant to the Cardinal Health Participants and CareFusion
shall grant to the CareFusion Participants, under their respective stock option plans, options
to purchase their respective common shares or common stock, as applicable, with an expected
value (calculated in accordance




27









 




with each Party’s standard practice for valuing such options for compensation purposes)
equal to the product of (x) target amount for the portion of the performance period following
the Effective Time under the FY 2009-2011 Cash Program and (y) a percentage that is not
greater than 100% and that is determined by the Cardinal Health Committee before the Effective
Time.




     6.5 Establishment of CareFusion Equity Plans and Amendment of Cardinal Health Equity
Plans.



          (a) As of or prior to the Effective Time, CareFusion shall adopt one or more plans (the
“CareFusion Equity Plans”) to govern the CareFusion Options, CareFusion Restricted
Shares and CareFusion Restricted Share Units, and CareFusion shall issue all such incentive
awards under such CareFusion Equity Plans. The CareFusion Equity Plans shall have material
terms and conditions substantially similar to the Cardinal Health Equity Plans under which the
corresponding Cardinal Health awards were governed prior to the Distribution. The CareFusion
Equity Plans shall be approved prior to the Effective Time by Cardinal Health as CareFusion’s
sole shareholder.




          (b) Prior to the Effective Time, Cardinal Health shall amend the Cardinal Health Equity
Plans, if required, effective as of the Effective Time, to provide that continued service by
an Employee of the CareFusion Group with the CareFusion Group after the Effective Time shall
be deemed continued service with Cardinal Health under the Cardinal Health Equity Plans and
CareFusion shall cause the CareFusion Equity Plans to provide that continued service by an
Employee of the Cardinal Health Group after the Effective Time with the Cardinal Health Group
shall be deemed service under CareFusion incentive awards granted in connection with the
Distribution and described in this Article VI.




     6.6 Cooperation. Each of the Parties shall establish an appropriate
administration system in order to administer, in an orderly manner, (a) exercises of the
Post-Distribution Cardinal Health Options and CareFusion Options, (b) the vesting and
forfeiture of the Post-Distribution Cardinal Health Options, Adjusted Cardinal Health Options,
Cardinal Health Restricted Shares, CareFusion Options and CareFusion Restricted Shares, (c)
the settlement and forfeiture of the Cardinal Health Restricted Share Units and CareFusion
Restricted Share Units, and (d) the withholding requirements with respect to all awards. Each
of the Parties shall work together to unify and consolidate all indicative data and payroll
and employment information on regular timetables and make certain that each applicable
Person’s data and records in respect of such awards are correct and updated on a timely basis.
The foregoing shall include employment status and information required for vesting and
forfeiture of awards and Tax withholding/remittance, compliance with trading windows and
compliance with the requirements of the Exchange Act and other applicable Laws (including
foreign Laws).



     6.7 Securities Registration. The Parties mutually agree to use commercially
reasonable efforts to maintain effective registration statements with the SEC and any other
foreign securities regulator with respect to the long-term incentive awards described in this
Article VI, to the extent any such registration statement is required by applicable Law or in



28









 




order for the stock represented by such awards to be lawfully issued and freely
transferable by the holder upon vesting or settlement.




     6.8 Conformity with Foreign Laws. Notwithstanding anything to the contrary in
this Article VI, to the extent any of the provisions hereof (or any incentive award described
in this Article VI) do not conform with applicable foreign Laws (including provisions for the
collection of withholding Taxes), such provisions shall be modified to the extent necessary to
conform with such foreign Laws, in such manner as is equitable and to preserve the intent
hereof, as determined by the Parties in good faith.



ARTICLE VII




ADDITIONAL COMPENSATION MATTERS; SEVERANCE




     7.1 Annual Cash Incentive Awards. As of
July 1, 2009, CareFusion Group Employees ceased participating in the Cardinal Health
Management Incentive Plan and any other Cardinal Health annual bonus plan or policy
(“Cardinal Health Annual Bonus Plans”). Cardinal Health shall retain responsibility
under the Cardinal Health Annual Bonus Plans to (i) fund all obligations relating to any
unpaid annual cash incentive awards that any CareFusion Group Employee is eligible to receive
with respect to the period ending on June 30, 2009 and (ii) as soon as administratively
feasible following determination of the aggregate bonus amounts for such year, make a lump sum
payment to CareFusion equal to the aggregate bonus amounts allocated to the eligible
CareFusion Group Employees, and CareFusion shall as soon as practicable following the receipt
of such lump sum payment (x) allocate such aggregate bonus amounts among the eligible
CareFusion Group Employees and (y) pay each eligible CareFusion Group Employee his or her
bonus amount. As of July 1, 2009, CareFusion has
established annual bonus plans or policies (“CareFusion Annual Bonus Plans”) to
provide annual incentive bonuses for periods beginning on or after July 1, 2009. CareFusion
shall be solely responsible for funding, paying and discharging all obligations relating to
any annual cash incentive awards that any CareFusion Group Employee is eligible to receive
under the CareFusion Annual Bonus Plans with respect to periods beginning on or after July 1,
2009 and Cardinal Health shall have no obligations with respect thereto.



     7.2 Deferred Compensation.



          (a) Establishment of CareFusion DC Plan. As of the Effective Time, CareFusion
Participants in the Cardinal Health Deferred Compensation Plan (“Cardinal Health DC
Plan”) shall cease to be permitted to defer additional amounts and shall not accrue
additional benefits under the Cardinal Health DC Plan. As of the Effective Time, CareFusion
shall establish a deferred compensation plan that is substantially similar to the Cardinal
Health DC Plan (“CareFusion DC Plan”), and all Liabilities of the portion of the
Cardinal Health DC Plan associated with the outstanding vested and unvested deferred
compensation account balances of the CareFusion Participants determined as of the Effective
Time shall be transferred to and assumed by CareFusion and the CareFusion DC Plan. In
connection with the foregoing transfer and assumption of the Cardinal Health DC




29









 




Plan Liabilities, Cardinal Health shall, as soon as reasonably practicable but no later
than thirty (30) days following the Effective Time, transfer Assets in an amount sufficient to
cover such Liabilities to a grantor trust established by CareFusion as of the Effective Time
that is substantially similar to the grantor trust established by Cardinal Health for purposes
of funding the benefit obligations under the Cardinal Health DC Plan. The Parties agree that
for purposes of the Cardinal Health DC Plan the employment of a CareFusion Participant shall
not be considered to have terminated as a result of the Distribution, and such employment
shall only be considered to terminate for purposes of the CareFusion DC Plan when the
employment of such CareFusion Participant with the CareFusion Group terminates in accordance
with the terms of the CareFusion DC Plan and applicable Laws.




          
(b) Continuing Elections. To the extent required by Law, CareFusion shall
automatically implement the same elections made by CareFusion Participants with respect to the
then-current plan year and the outstanding deferred compensation account balances retained or
assumed by CareFusion in accordance with this Section 7.2 that were controlling under the
terms of the corresponding Cardinal Health DC Plan as of the Effective Time until new
elections are permitted or required in accordance with the terms of the CareFusion DC Plan and
applicable Law.




     7.3 Assumption of Severance Liabilities; Restrictive Covenants.



          (a) Severance Liabilities.




               
(i) Employees of Cardinal Health and its affiliates, Cardinal Health Group Employees and
CareFusion Group Employees who are terminated in connection with the Distribution prior to,
on, or, within eighteen (18) months following the Effective Time shall be entitled to receive
severance benefits that are no less favorable than the enhanced “Project Green” severance
benefits provided under the terms of the Cardinal Health Severance Benefits Program in effect
as of the termination of employment or, if earlier, the Effective Time; provided,
however, that such enhanced severance benefits shall not result in the duplication of
benefits.



               
(ii) For the period commencing on July 1, 2009 and ending on the date that CareFusion is
no longer required, under this Agreement, to provide benefits under or by reference to the
Cardinal Health Severance Benefits Program, as in effect from time to time (the “Cardinal
Health Severance Benefits Program”), CareFusion has and shall continue to administer severance benefits and follow claims procedures in accordance
with the Cardinal Health Severance Benefits Program as in effect at the applicable separation
from service or claim or, if earlier, the Effective Time.



          
(b) Severance Agreements. Unless agreed otherwise by the applicable Chief Human
Resources Officer and the “Separated Employee” (as defined below), in the event of any payment
of severance benefits to a Cardinal Health Group Employee or to a CareFusion Group Employee
within twenty-four (24) months following the Effective Time (for purposes of this Section
7.3(b), a “Separated Employee”), Cardinal Health, CareFusion, or any of their
applicable Affiliates (for purposes of this Section 7.3(b), the “Employer”), as
applicable, shall include in any severance agreement covering such Separated Employee the




30









 




following provisions (such provisions in favor of Cardinal Health are included in the
Confidential Severance Agreement and Release attached as Exhibit A hereto): (i) a release of
existing claims, whether known or unknown (and, for residents of California, including a
waiver of rights relating thereto), against Cardinal Health, CareFusion, their respective
Affiliates and any of their predecessors, successors or assigns (for purposes of this Section
7.3(b), the “Released Parties”) and their officers, directors, employees and other
representatives; (ii) an agreement to cooperate with and assist the Released Parties and their
respective representatives and attorneys with respect to any matters, as requested, in which
the Separated Employee has been involved or has relevant information, including promptly to
inform Cardinal Health or CareFusion, as applicable, if the Separated Employee is contacted by
any person or entity regarding any matters involving employment by Cardinal Health,
CareFusion, or any of their Affiliates, as applicable; (iii) an agreement never to take, use,
disclose, alter, or copy property or confidential information pertaining to any of the
Released Parties, and moreover, to keep confidential the terms of the severance agreement;
(iv) a non-solicitation of employees and customers covenant that shall provide that, without
the applicable Employer’s written consent, the Separated Employee shall not for a period of
twelve (12) months following termination of employment, directly or indirectly (A) solicit,
recruit, induce or otherwise encourage any Employee, contractor or other service provider of
the Employer, with whom the Separated Employee had material contact or about whom the
Separated Employee obtained confidential information within the two (2) years prior to the
Separated Employee’s termination, to engage in any Competitive Business or to end the service
provider’s employment or business relationship with the applicable Employer, or (B) solicit
for any “Competitive Business” (as defined below) any present or prospective customer, vendor
or supplier of the Employer with which the Separated Employee had solicited, maintained a
business relationship, or about which the Separated Employee obtained confidential information
on behalf of an Employer within the two (2) years prior to the Separated Employee’s
termination by the applicable Employer. For purposes of this Section 7.3(b), a
“Competitive Business” is any business that competes with the applicable Employer by
selling or distributing in the same retail, institutional or wholesale markets healthcare
products and/or services offered by the business segment(s) in which the Separated Employee
worked within the three (3) years prior to the Separated Employee’s termination by an
Employer.




          (c) Non-Solicitation of Employees. Without the express written agreement of both
the Chief Human Resources Officer of Cardinal Health and the Chief Human Resources Officer of
CareFusion:




               (i) Cardinal Health agrees not to (and to cause the other members of the Cardinal Health
Group not to) solicit, recruit or hire, directly or indirectly (including by contracting with
or through an independent contractor, consultant or other third party) any Employee of, or
individual providing exclusive consulting services to, CareFusion or any other member of the
CareFusion Group during the twelve (12) month period following the Effective Time;



               (ii) CareFusion agrees not to (and to cause the other members of the CareFusion Group not
to) solicit, recruit or hire, directly or indirectly (including by contracting with or through
an independent, contractor, consultant or other third party) any



31









 






Employee of, or individual providing exclusive consulting services to, Cardinal Health or
any other member of the Cardinal Health Group during twelve (12) month period following the
Effective Time; and




          (iii) The foregoing prohibitions on solicitation and recruitment do not restrict a
Party’s general recruitment and hiring efforts carried out through a public or general
solicitation that is not targeted at an individual or Employees of the other Party.



     7.4 Code Section 162(m). Notwithstanding anything in this Agreement to the contrary,
the Parties agree to negotiate in good faith regarding any alternative treatment of any outstanding
long-term incentive award, annual incentive award or other compensation to which any Cardinal
Health Participant or CareFusion Participant who is a “covered employee” of the Cardinal Health
Group or the CareFusion Group (within the meaning of Section 162(m) of the Code), respectively, may
be entitled to ensure that the payment of such long-term incentive award, annual incentive award or
other compensation is deductible by the Party responsible for the payment thereof or otherwise
entitled to the deduction related thereto.



     7.5 Code Section 409A. Notwithstanding anything to the contrary herein, if any of the
provisions of this Agreement would result in imposition of taxes and/or penalties under Section
409A of the Code, Cardinal Health and CareFusion shall cooperate in good faith to modify the
applicable provision in order to comply with the provisions of Section 409A of the Code, other
applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued
under such statutory provisions.



     7.6 Reservation of Rights. The Parties hereby acknowledge that, except for the
obligations described in this Article VII, nothing in this Article VII shall be construed to
require either Cardinal Health or CareFusion (and their respective Affiliates) to continue any cash
incentive awards program, deferred compensation plan, or severance plan after the Effective Time.
The Parties agree that each of Cardinal Health and CareFusion reserves the right, in its sole
discretion, to amend or terminate any cash incentive awards program, deferred compensation plan, or
severance plan maintained by the Cardinal Health Group or the CareFusion Group, respectively, at
any time after the Effective Time to the extent permitted under the terms of the applicable cash
incentive awards program, deferred compensation plan, or severance plan and applicable Law.



ARTICLE VIII




GENERAL AND ADMINISTRATIVE




     8.1 Non-Termination of Employment; No Third-Party Beneficiaries. Except as expressly
provided for in this Agreement or the Separation Agreement, no provision of this Agreement, the
Separation Agreement or the Transition Services Agreement shall be construed to create any right,
or accelerate entitlement, to any compensation or benefit whatsoever on the part of any Cardinal
Health Group Employee or CareFusion Group Employee or any former, present or future Employee of
Cardinal Health or any of its Affiliates or CareFusion or any of its Affiliates under any Cardinal
Health Benefit Plan or CareFusion Benefit Plan or otherwise, nor shall any such provision be
construed as an amendment to any employee benefit plan or other



32









 




employee compensatory or benefit arrangement. Furthermore, nothing in this Agreement is
intended to confer upon any Employee or former Employee of Cardinal Health or its Affiliates or
CareFusion or its Affiliates any right to continued employment, any recall or similar rights to an
Employee on layoff or any type of approved leave, or to change the employment status of any
Employee from “at will.”




     8.2 Beneficiary Designation/Release of Information/Right To Reimbursement. To the
extent permitted by applicable Law and except as otherwise provided for in this Agreement, all
beneficiary designations, authorizations for the release of Information and rights to reimbursement
made by or relating to CareFusion Participants under Cardinal Health Benefit Plans shall be
transferred to and be in full force and effect under the corresponding CareFusion Benefit Plans
until such beneficiary designations, authorizations or rights are replaced or revoked by, or no
longer apply, to the relevant CareFusion Participant.



     8.3 Not a Change In Control. The Parties acknowledge and agree that the transactions
contemplated by the Separation Agreement and this Agreement do not constitute a “change in control”
for purposes of any Cardinal Health Benefit Plan or CareFusion Benefit Plan.



ARTICLE IX




          MISCELLANEOUS




     9.1 Relationship of Parties. Nothing in this Agreement shall be deemed or construed
by the Parties or any third party as creating the relationship of principal and agent, partnership
or joint venture between the Parties, it being understood and agreed that no provision contained
therein, and no act of the Parties, shall be deemed to create any relationship between the Parties
other than the relationship set forth herein.



     9.2 Affiliates. Each of Cardinal Health and CareFusion shall cause to be performed,
and hereby guarantees the performance of, all actions, agreements and obligations set forth in this
Agreement to be performed by each of their respective Affiliates.



     9.3 Corporate Power. Cardinal Health represents on behalf of itself and on behalf of
other members of the Cardinal Health Group, and CareFusion represents on behalf of itself and on
behalf of other members of the CareFusion Group, as follows:




          (a) each such Person has the requisite corporate power and authority and has taken all
corporate action necessary in order to execute, deliver and perform this Agreement and to
consummate the transactions contemplated hereby and thereby; and




          (b) this Agreement has been duly executed and delivered by it and constitutes a valid and
binding agreement of it enforceable in accordance with the terms thereof.



     9.4 Governing Law. This Agreement shall be governed by and construed and interpreted
in accordance with the Laws of the State of New York irrespective of the choice of



33









 







Laws principles of the State of New York other than Section 5-1401 of the General Obligations
Law of the State of New York.



     9.5 Survival of Covenants. Except as expressly set forth in any other Transaction
Document, the covenants and other agreements contained in this Agreement, and Liability for the
breach of any obligations contained herein or therein, shall survive each of the Reorganization (as
defined in the Separation Agreement) and the Distribution and shall remain in full force and
effect.



     9.6 Force Majeure. No Party (or any Person acting on its behalf) shall have any
liability or responsibility for failure to fulfill any obligation (other than a payment obligation)
under this Agreement so long as and to the extent to which the fulfillment of such obligation is
prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A
Party claiming the benefit of this provision shall, as soon as reasonably practicable after the
occurrence of any such event, (i) notify the other Parties of the nature and extent of any such
Force Majeure condition and (ii) use due diligence to remove any such causes and resume performance
under this Agreement as soon as feasible.



     9.7 Notices. All notices, requests, claims, demands and other communications under
this Agreement shall be in writing and shall be given or made (and shall be deemed to have been
duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile
or electronic transmission with receipt confirmed (followed by delivery of an original via
overnight courier service) or by registered or certified mail (postage prepaid, return receipt
requested) to the respective Parties at the following addresses (or at such other address for a
Party as shall be specified in a notice given in accordance with this Section 9.7):



	 	 	 	 	 	 	 
	 	 	If to Cardinal Health, to:
	 
	 	 	 	 	 	 
	 	 	 	 	Cardinal Health, Inc.
	 	 	 	 	7000 Cardinal Place
	 	 	 	 	Dublin, Ohio 43017
	 

	 	 	 	Attention:
	 	General Counsel
	 

	 	 	 	Facsimile:
	 	(614) 652-5051
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 	 	 
	 	 	 	 	Weil, Gotshal & Manges LLP
	 	 	 	 	767 Fifth Avenue
	 	 	 	 	New York, New York 10153
	 

	 	 	 	Attention:
	 	Howard Chatzinoff
Matthew Gilroy
	 

	 	 	 	Facsimile:
	 	(212) 310-8007
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Wachtell, Lipton, Rosen & Katz
	 	 	 	 	51 West 52nd Street
	 	 	 	 	New York, New York 10019






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	 	 	 	Attention:
	 	David Katz
David Lam
	 

	 	 	 	Facsimile:
	 	(212) 403-2000
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	if to CareFusion:
	 
	 	 	 	 	 	 
	 	 	 	 	CareFusion Corporation
	 	 	 	 	3750 Torrey View Court
	 	 	 	 	San Diego, California 92130
	 

	 	 	 	Attention:
	 	Executive Vice President and General Counsel
	 

	 	 	 	Facsimile:
	 	(858) 617-2300
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 	 	 
	 	 	 	 	Weil, Gotshal & Manges LLP
	 	 	 	 	767 Fifth Avenue
	 	 	 	 	New York, New York 10153
	 

	 	 	 	Attention:
	 	Howard Chatzinoff
Matthew Gilroy
	 

	 	 	 	Facsimile:
	 	(212) 310-8007
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Wachtell, Lipton, Rosen & Katz
	 	 	 	 	51 West 52nd Street
	 	 	 	 	New York, New York 10019
	 

	 	 	 	Attention:
	 	David Katz
David Lam
	 

	 	 	 	Facsimile:
	 	(212) 403-2000






     9.8 Termination. Notwithstanding any provision to the contrary, this Agreement may be
terminated and the Distribution abandoned at any time prior to the Effective Time by and in the
sole discretion of Cardinal Health without the prior approval of any Person, including CareFusion.
In the event of such termination, this Agreement shall become void and no Party, or any of its
officers and directors shall have any liability to any Person by reason of this Agreement. After
the Effective Time, this Agreement may not be terminated except by an agreement in writing signed
by each of the Parties.



     9.9 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced under any Law or as a matter of public policy, all other
conditions and provisions of this Agreement shall remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced,
the Parties shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the Parties as closely as possible in a mutually acceptable manner in order that the
transactions contemplated by this Agreement be consummated as originally contemplated to the
greatest extent possible.



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     9.10 Entire Agreement. Except as otherwise expressly provided in this Agreement, this
Agreement (including the Schedules hereto) and the applicable provisions of the Separation
Agreement together constitute the entire agreement of the Parties with respect to the subject
matter of this Agreement and supersedes all prior agreements and undertakings, both written and
oral, between or on behalf of the Parties with respect to the subject matter of this Agreement.



     9.11 Indemnification; Dispute Resolutions. Article V of the Separation Agreement
governs the Parties’ indemnification rights and obligations and Article VII of the Separation
Agreement governs the resolution of any dispute between the Parties.



     9.12 Assignment; No Third-Party Beneficiaries. This Agreement shall not be assigned
by any Party without the prior written consent of the other Parties, except that Cardinal Health
may assign (i) any or all of its rights and obligations under this Agreement to any of its
Affiliates and (ii) any or all of its rights and obligations under this Agreement in connection
with a sale or disposition of any assets or entities or lines of business of Cardinal Health;
provided, however, that, in each case, no such assignment shall release Cardinal
Health from any liability or obligation under this Agreement nor change any of the steps in the
Plan of Reorganization (as defined in the Separation Agreement). Except as provided in Article V
of the Separation Agreement with respect to Indemnified Parties (as defined in the Separation
Agreement), this Agreement is for the sole benefit of the Parties and members of their respective
Group (as defined in the Separation Agreement) and their permitted successors and assigns and
nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person
any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.



     9.13 Public Announcements. From and after the Effective Time, Cardinal Health and
CareFusion shall consult with each other before issuing, and give each other the opportunity to
review and comment upon, any press release or other public statements with respect to the
transactions contemplated by this Agreement, and shall not issue any such press release or make any
such public statement prior to such consultation, except as may be required by applicable Law,
court process or by obligations pursuant to any listing agreement with any national securities
exchange or national securities quotation system.



     9.14 Specific Performance. Subject to the provisions of Article VII of the Separation
Agreement, in the event of any actual or threatened default in, or breach of, any of the terms,
conditions and provisions of this Agreement, the Party or Parties who are or are to be thereby
aggrieved shall have the right to specific performance and injunctive or other equitable relief (on
an interim or permanent basis) of its rights under this Agreement, in addition to any and all other
rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The
Parties agree that the remedies at law for any breach or threatened breach, including monetary
damages, may be inadequate compensation for any loss and that any defense in any action for
specific performance that a remedy at law would be adequate is waived. Any requirements for the
securing or posting of any bond with such remedy are waived by each of the Parties.



     9.15 Amendment. No provision of this Agreement may be amended or modified except by a
written instrument signed by all the Parties. No waiver by any Party of any



36









 







provision of this Agreement shall be effective unless explicitly set forth in writing and
executed by the Party so waiving. The waiver by any Party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other subsequent breach.



     9.16 Rules of Construction. Interpretation of this Agreement shall be governed by the
following rules of construction (i) words in the singular shall be held to include the plural and
vice versa and words of one gender shall be held to include the other gender as the context
requires, (ii) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule
are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules of this
Agreement unless otherwise specified, (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and
derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits
hereto, (iv) references to “$” shall mean U.S. dollars, (v) the word “including” and words of
similar import when used in this Agreement shall mean “including without limitation,” unless
otherwise specified, (vi) the word “or” shall not be exclusive, (vii) references to “written” or
“in writing” include in electronic form, (viii) unless the context requires otherwise, references
to “Party” shall mean Cardinal Health or CareFusion, as appropriate, and references to “Parties”
shall mean Cardinal Health and CareFusion, (ix) provisions shall apply, when appropriate, to
successive events and transactions, (x) the table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement, (xi) Cardinal Health and CareFusion have each participated in the
negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should
arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or
burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any
of the provisions in this Agreement or any interim drafts of this Agreement, and (xii) a reference
to any Person includes such Person’s successors and permitted assigns.



     9.17 Counterparts. This Agreement may be executed in one or more counterparts, and by
the different Parties in separate counterparts, each of which when executed shall be deemed to be
an original but all of which taken together shall constitute one and the same agreement. Delivery
of an executed counterpart of a signature page to this Agreement by facsimile or portable document
format (PDF) shall be as effective as delivery of a manually executed counterpart of any such
Agreement.



[Remainder of this page intentionally left blank.]




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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day
and year first above written.



	 	 	 	 	 
	 	CARDINAL HEALTH, INC.


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CAREFUSION CORPORATION


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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