EX-10.46






Exhibit 10.46




RESTRICTED SHARE UNITS AGREEMENT




     Cardinal Health, Inc., an Ohio corporation (the “Company”), on February 9, 2000, granted to
Dwight Winstead (the “Executive”) 5,200 (which as of the date of this Agreement have been split
adjusted to equal 7,800) Common Shares in the Company (the “Restricted Shares”). The Company and
Executive desire to cancel the Restricted Shares and grant to Executive 7,800 Restricted Share
Units (the “Restricted Share Units” or “Award”) representing an unfunded, unsecured promise of the
Company to deliver Common Shares to the Executive as set forth herein. The Restricted Shares are
thus hereby cancelled and forfeited. The Restricted Share Units are being granted pursuant to the
Cardinal Health, Inc. Amended and Restated Equity Incentive Plan, as amended (the “Plan”). The
Restricted Share Units are subject to all provisions of the Plan, which are hereby incorporated
herein by reference, and shall be subject to the provisions of this Agreement. This Agreement also
hereby incorporates by reference the Employment Agreement of the Executive and the Company, dated
as of February 9, 2000 (the “Employment Agreement”), and any reference to “this Agreement” herein
includes this Restricted Share Units Agreement and the Employment Agreement. Any capitalized terms
used in this Restricted Share Units Agreement that are not specifically defined herein shall have
the meanings ascribed to such terms in the Employment Agreement.


1. Vesting. Except as otherwise provided in this Agreement, 100% of the Restricted Share
Units shall vest on February 9, 2002 (which date shall be the “Vesting Date”).



2. Purchase Price. The purchase price of the Restricted Share Units shall be $0.00.



3. Transferability. The Restricted Share Units shall not be transferable.



4. Termination of Service. If the Executive’s employment with the Cardinal Group
terminates prior to the Vesting Date, all of the Restricted Share Units shall be forfeited.
Notwithstanding the foregoing, if the Executive’s employment with the Company is terminated before
the end of the Employment Period by the Company without Cause or by the Executive for Good Reason,
the Restricted Share Units shall nevertheless vest on the Vesting Date unless the Executive has
violated any of the provisions of Section 5 of the Employment Agreement. If the Executive’s
employment with the Company terminates prior to the vesting of the Restricted Share Units by reason
of the Executive’s death or Incapacity, then the restrictions with respect to a ratable portion of
the Restricted Share Units shall lapse and such shares shall not be forfeited, unless the Executive
has violated any of the provisions of Section 5 of the Employment Agreement. Such ratable portion
shall be an amount equal to the number of Restricted Share Units multiplied by the portion of the
period between February 9, 2000 and the second anniversary thereof that has expired at the date of
the Executive’s death or Incapacity.



5. Special Forfeiture/Clawback Rules. Notwithstanding the foregoing, if at any time prior
to the Vesting Date, the Executive violates any of the provisions of Section 5 of the Employment
Agreement, the Restricted Share Units shall be forfeited by the Executive. In addition, if at any
time the Executive violates any of the provisions of Section 5 of the Employment Agreement, the
Executive is subject to being required to pay the Clawback Amount to the Company, as more fully set
forth in Section 5(h) of the Employment Agreement. No provision of this Agreement shall diminish,
negate, or otherwise affect any separate noncompete agreement to which the


 









 






Executive may be a party. The Executive acknowledges and agrees that the provisions contained in
this item 5 are being made for the benefit of the Cardinal Group in consideration of the
Executive’s receipt of the Restricted Share Units, in consideration of employment, in consideration
of exposing the Executive to the Cardinal Group’s business operations and confidential information,
and for other good and valuable consideration, the adequacy of which consideration is hereby
expressly confirmed. The Executive further acknowledges that the receipt of the Restricted Share
Units and execution of this Agreement are voluntary actions on the part of the Executive, and that
the Company is unwilling to provide the Restricted Share Units to the Executive without their being
subject to this item 5.



6. Payment. On the one year anniversary of the day immediately following the date of
Executive’s termination of employment with the Cardinal Group, or on such earlier date as may be
approved by the Chairman of the Company as to all or any portion of the Restricted Share Units, the
Executive shall be entitled to receive from the Company (without any payment on behalf of the
Executive) the Company Common Shares represented by this Award.



7. Dividends. The Executive shall not receive cash dividends on the Restricted Share
Units but instead shall receive a cash payment from the Company on each cash dividend payment date
of the Company in an amount equal to the dividends that would have been paid on the Company Common
Shares represented by the Restricted Share Unit.



8. Right of Set-Off. By accepting these Restricted Share Units, the Executive consents to
a deduction from and set-off against any amounts owed to the Executive by the Cardinal Group from
time to time (including but not limited to amounts owed to the Executive as wages, severance
payments, or other fringe benefits) to the extent of the amounts so owed.



9. No Shareholder Rights. The Executive shall have no rights of a shareholder with respect
to the Restricted Share Units, including, without limitation, the Executive shall not have the
right to vote the Common Shares represented by the Restricted Share Units.



10. Withholding Tax. The Company shall have the right to require the Executive to pay to
the Company the amount of any taxes which the Company is required to withhold with respect to the
Restricted Share Units or, in lieu thereof, to withhold a sufficient amount of Common Shares
underlying the Restricted Share Units to cover the amount required to be withheld. In the case of
any amounts withheld for taxes pursuant to this provision in the form of Common Shares, the amount
withheld shall not exceed the minimum required by applicable law and regulation. The Company shall
also have the right to facilitate withholding by any other method permitted by the Plan.



11. Governing Law/Venue. This Agreement shall be governed by the laws of the State of
Ohio, without regard to principles of conflicts of law, except to the extent superseded by the laws
of the United States of America. In addition, all legal actions or proceedings relating to this
Restricted Share Units Agreement shall be brought in state or federal courts located in Franklin
County, Ohio, and the parties executing this Agreement hereby consent to the personal jurisdiction
of such courts. The Executive acknowledges that the covenants contained in item 5 of this
Restricted Share Units Agreement and in Section 5 of the Employment Agreement are reasonable in
nature, are fundamental for the protection of the Cardinal Group’s legitimate


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business and proprietary interests, and do not adversely affect the Executive’s ability to earn a
living in any capacity that does not violate such covenants. The parties further agree that, in
the event of any violation by the Executive of any such covenants, the Cardinal Group will suffer
immediate and irreparable injury for which there is no adequate remedy at law. In the event of any
violation or attempted violations of such covenants, the Cardinal Group shall be entitled to
specific performance and injunctive relief or other equitable relief without any showing of
irreparable harm or damage, and the Executive hereby waives any requirement for the securing or
posting of any bond in connection with such remedy, without prejudice to the rights and remedies
afforded the Cardinal Group hereunder or by law. In the event that it becomes necessary for the
Cardinal Group to institute legal proceedings under this Agreement, the Executive shall be
responsible to the Cardinal Group for all costs and reasonable legal fees incurred by the Cardinal
Group with regard to such proceedings. Any provision of this Agreement that is determined by a
court of competent jurisdiction to be invalid or unenforceable should be construed or limited in a
manner that is valid and enforceable and that comes closest to the business objectives intended by
such provision, without invalidating or rendering unenforceable the remaining provisions of this
Agreement.




	 	 	 	 	 	 	 
	 	 	CARDINAL HEALTH, INC.	 	 
	 
	 	 	 	 	 	 
	DATE OF AGREEMENT: December 31, 2001

	 	By:
	 	/s/ Paul S. Williams
 

	 	 
	 

	 	Title:
	 	Executive Vice President	 	 






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ACCEPTANCE OF AGREEMENT



The Executive hereby: (a) acknowledges that he has received a copy of the Plan, a copy of the
Company’s most recent Annual Report and other communications routinely distributed to the Company’s
shareholders, and a copy of the Plan Description dated August 8, 2001 pertaining to the Plan;
(b) accepts this Agreement and the Restricted Share Units granted to him under this Agreement
subject to all provisions of the Plan and this Agreement; (c) represents and warrants to the
Company that he is purchasing the Restricted Share Units for his own account, for investment, and
not with a view to or any present intention of selling or distributing the Restricted Share Units
either now or at any specific or determinable future time or period or upon the occurrence or
nonoccurrence of any predetermined or reasonably foreseeable event; and (d) agrees that no transfer
of the Common Shares delivered in respect of the Restricted Share Units shall be made unless the
Common Shares have been duly registered under all applicable Federal and state securities laws
pursuant to a then-effective registration which contemplates the proposed transfer or unless the
Company has received a written opinion of, or satisfactory to, its legal counsel that the proposed
transfer is exempt from such registration.




	 	 	 	 	 
	 

	 	/s/ Dwight Winstead
 

Executive’s Signature
	 	 
	 
	 	 	 	 
	 

	 	 

Executive’s Social Security Number
	 	 







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