EX-10.10



 







Exhibit 10.10




FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     This First Amendment to the Second Amended and Restated Employment Agreement (“Amendment”) is
made effective August 2, 2006, by and between Cardinal Health, Inc., an Ohio corporation (the
“Company”), and Robert D. Walter (the “Executive”),



     WHEREAS, the Company and the Executive are parties to that certain Employment Agreement
originally dated November 20, 2001, and amended and restated on February 1, 2004 and on April 17,
2006, (the “Employment Agreement”);



     WHEREAS, the Company and the Executive have agreed to amend certain provisions of the
Employment Agreement;



     NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants herein contained,
and intending to be legally bound hereby, agree as follows:



     1. Section 3(b)(vi) of the Employment Agreement is hereby amended by replacing subsections (B)
and (C) with the following: “(B) any stock incentive awards granted prior to April 17, 2006 shall
vest and become exercisable consistent with the terms of such grant and the Company’s customary
practices for senior executives; provided, however, that upon termination of the Employment Period
for any reason other than due to the termination of the Executive’s employment for Cause or by the
Executive without Good Reason, the Company shall cause any unvested stock options, restricted stock
and restricted share units held by the Executive or a permitted transferee (whether granted under
this Agreement or otherwise) to either (x) continue to vest in accordance with their original terms
during the Consulting Period (referred to in Section 5(e) below); or (y) vest immediately as of the
termination of the Employment Period, and in any event, with all such stock options, once vested,
remaining exercisable by the Executive or his heirs, successors or assigns until the end of the
option term, regardless of whether the Executive remains employed; and (C) any stock incentive
awards granted after April 17, 2006 shall vest and become exercisable consistent with the terms of
such grant and the Company’s customary practices for senior executives during both the Employment
Period and the Consulting Period; provided, however, that upon termination of both the Employment
Period and the Consulting Period for any reason other than due to the termination of the
Executive’s employment and/or consulting arrangement for Cause or by the Executive without Good
Reason (with such definitions to be adjusted to reflect the facts of his consulting arrangements,
if applicable), the Company shall cause all such awards to fully vest immediately as of the
termination of both the Employment Period and the Consulting Period, and in any event, with all
such stock options, once vested, remaining exercisable by the Executive or his heirs, successors or
assigns until the end of the option term, regardless of whether the Executive remains employed or
continues to serve as a consultant.”



     2. Section 5(d) of the Employment Agreement is hereby amended by replacing the second sentence
with the following: “Additionally, unless the award agreement with respect to an individual stock
option, restricted stock or restricted share unit award otherwise provides for immediate and full
vesting, for purposes of the vesting of any stock options, restricted stock or restricted share
units held by the Executive or a permitted transferee (whether granted under this Agreement or
otherwise), if the Executive’s employment is terminated by reason of the Executive’s Disability
during the Employment Period or the Executive’s retirement at any time after June 30, 2004, and if
(in the case of retirement) following such termination of employment the Executive complies with
his obligation to perform consulting services as described in Section 5(e), then (unless the
Company elects to immediately vest such awards pursuant to Section 3(b)(vi)(B)(y)) the Executive
shall be treated as a consulting employee and any such options, restricted stock or restricted
share units shall continue to vest in accordance with



 









 




their original vesting schedule (with all such stock options, once vested, remaining exercisable by
the Executive or his heirs, successors or assigns until the end of the option term).”




     3. Except as specifically amended by the provisions of this Amendment, all terms of the
Employment Agreement are unmodified and remain in full force and effect


IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization from its Board of Directors, the Company has caused these presents to be executed in
its name and on its behalf, all as of the day and year first above written.




	 	 	 	 	 
	/s/ Robert D. Walter

	 	/s/ John B. McCoy	 	 
	 

	 	 	 	 
	ROBERT D. WALTER

	 	CARDINAL HEALTH, INC.	 	 
	Execution Date: August 2, 2006

	 	Execution Date: August 2, 2006	 	 
	 

	 	By: John B. McCoy