EX-10.50






Exhibit 10.50




	 	 	 
	 

	 	Cardinal Health
	 

	 	7000 Cardinal Place
	 

	 	Dublin, OH 43017
	 

	 	614-757-5000 main






			
	 	 	 
	
	 	www.cardinal.com







November 18, 2008




Vivek Jain

Columbus, Ohio




Dear Vivek,



Congratulations on your new role in Clinical & Medical Products (Spinco). I would like to outline
the specifics associated with this role.





	1.	 	Position: The position is President, Medical Products-Global reporting directly to Dwight
Winstead, Chief Operating Officer.






	2.	 	Pay: Your base bi-weekly rate of pay will be $17,308.00 annualized to $450,000.00.






	3.	 	Performance: Your performance and merit reviews will follow the standard annual review
calendar for Spinco.






	4.	 	Rewards:






	 	•	 	You will be eligible for an annual incentive bonus targeted at 90% of your base
salary ($405,000.)
	 
	 	•	 	In addition to you base pay, you will be given a supplemental pay for the first three
years you are in San Diego. Supplemental pay will begin when you relocate to San Diego.
This supplemental pay will be included in your biweekly pay and will continue for three
years as long as you remain in San Diego. The supplemental pay will work as follows:






	 	a.	 	12% of base pay $450K) for the first year
	 
	 	b.	 	8% of base pay $450K) for second year
	 
	 	c.	 	4% of base pay ($450K) for third year.






	 	•	 	You are eligible to continue participation in our deferred compensation plan, profit
sharing and 401k plans under the terms specified in those plans and our health, life and
disability plans with no break in coverage.
	 
	 	•	 	You are eligible to participate in the Cardinal Health Long-Term-Incentive (LTI)
Program with an expected value (EV) approximate target of 225%, which is multiplied
times your annual base salary. The first long-term incentive grant, for which you are
eligible, will occur in August 2009 for fiscal year 2010. The mix of the grant will be
determined in the future.
	 
	 	•	 	Section 4c of your original employment offer dated June 14, 2007 will continue to be
part of this agreement. Specifically the immediate vesting of all stock options and
restricted share units granted at time of hire will occur if termination without cause
should occur in the first 36 months after original hire date.
	 
	 	•	 	You will participate in any equity program at the time “of spin” that is awarded to
those at your level. Details will be available after approval of HR and Compensation
Committee.






	5.	 	Vacation: Your unused Paid Time off (PTO) will transfer with you.




 









 











Offer Letter

Page 2





	6.	 	Relocation: You will be eligible for the Executive Relocation Policy which includes a “home
buyout” provision. In addition the Company will protect you on “loss on sale” from your
original purchase price on your home in Columbus, Ohio up to a maximum of $100,000. This
amount is net of taxes. It is expected that you and your family will move to San Diego during
the summer of 2009.






	7.	 	Severance:






	 	•	 	In the event of termination for other than “cause”, you will be entitled to one year
of severance. This severance would be one year of base pay and bonus. Bonus will be
based on the average of the prior two years of bonus.
	 
	 	•	 	In the event of termination as a result of Project Green or “the spin” between date
of agreement and within 15 months after the spin, in addition to severance, you will
have two-years from the date of separation (or term of the option, whichever is shorter)
to exercise any vested stock options in lieu of the current ninety-day provision.
Options covered under Section 4c of your original employment offer dated June 14, 2007
will be subject to this treatment.






	8.	 	Change of Control: If approved by the Compensation Committee, you will be eligible for
Change of Control compensation established for your level.






	9.	 	Effective Date: Your transition of employment will be mutually agreed between myself and
Kerry Clark. In the interim you will be expected to assist with putting the leadership team
for Medical Products in place and available for meetings as needed.






	10.	 	Terms: Employment with Cardinal Health is not for any definite period of time and is
terminable, with or without notice at the will of either you or the company at any time for
any reason. There shall be no contract, expressed or implied, of employment.




If you should have any questions, please feel free to call me.




Sincerely,




/s/ Dwight Winstead




Dwight Winstead

Chief Operating Officer





			
	cc:	 	Cathy Cooney

Kathy Bensky





Agreed:




	 	 	 	 	 
	/s/ Vivek Jain

	 	12/5/08
	 	 
	 	 	 
	Vivek Jain

	 	Date