Exhibit 10.65

RESTRICTED SHARES

(U.S. CAREFUSION EMPLOYEES)

ADJUSTMENTS TO CARDINAL HEALTH RESTRICTED SHARE
AWARDS AND TERMS OF

CAREFUSION
RESTRICTED SHARE AWARDS

August 31, 2009

As a result of the separation of the clinical and medical products businesses of Cardinal Health, Inc. (Cardinal Health) by means of a spin-off of
those businesses to Cardinal Healths shareholders, effective August 31, 2009 (the Spin-Off), each outstanding restricted share award granted by Cardinal Health to you (the Cardinal Health Restricted
Shares) pursuant to the terms of the Cardinal Health 2005 Long-Term Incentive Plan, as amended and restated as of November 5, 2008 (the Cardinal LTIP), and related grant agreements (the Cardinal Health
Restricted Share Agreements) are being adjusted, as of the effective time of the Spin-Off, as follows:



| |  |  | With respect to each outstanding Cardinal Health Restricted Share initially granted to you on or prior to September 26, 2007 (each, a Pre-2007
Cardinal Restricted Share), you are receiving, as of the effective time of the Spin-Off, 0.5 shares of restricted common stock of CareFusion Corporation (each, a CareFusion Restricted Share) for each Pre-2007 Cardinal
Restricted Share. Your Pre-2007 Cardinal Restricted Shares will otherwise be unaffected by the Spin-Off.
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| |  |  | Each outstanding Cardinal Health Restricted Share initially granted to you after September 26, 2007 will be cancelled and a CareFusion Restricted Share will be
issued to you.
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Adjustments to Terms of Pre-2007 Cardinal Restricted Shares

Except as described below, your Pre-2007 Cardinal Restricted Shares will continue to be governed by (i) your Cardinal Health Restricted Share Agreements, as amended
(including the provisions in the agreements relating to Triggering Conduct/Competitor Triggering Conduct and Special Forfeiture/Repayment Rules) and (ii) the Cardinal LTIP. Therefore, among other terms, the extent to
which each Pre-2007 Cardinal Restricted Share will vest on and after specific dates will be the same as those set forth in your Cardinal Health Restricted Share Agreements.

Your Pre-2007 Cardinal Restricted Shares have been adjusted in the following ways:



| |  |  | For the purposes of vesting of your Pre-2007 Cardinal Restricted Shares and forfeiture of your Pre-2007 Cardinal Restricted Shares on termination of employment,
your continued employment with CareFusion Corporation (CareFusion) or any of its affiliates shall be treated as continued employment with Cardinal Health until you cease to be a full-time employee of CareFusion or any of its
affiliates. However, for other purposes with respect to your Pre-2007 Cardinal Restricted Shares, including the provisions in the Cardinal Health Restricted Share Agreements relating to Triggering
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Conduct/Competitor Triggering Conduct, Special Forfeiture/Repayment Rules and Holding Periods Requirements. you will cease to
be employed by Cardinal Health when the Spin-Off is effective.



| |  |  | In addition to the obligations set forth in the Triggering Conduct/Competitive Triggering Conduct and Special Forfeiture/Repayment Rules
provisions of your Cardinal Health Restricted Share Agreements, your Pre-2007 Cardinal Restricted Shares will also be subject to the Triggering Conduct/Competitive Triggering Conduct and Special Forfeiture/Repayment Rules
provisions set forth on Appendix A attached hereto.
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| |  |  | Vesting of your Pre-2007 Cardinal Restricted Shares will not accelerate upon a change of control of Cardinal Health as defined in your Cardinal Health
Restricted Share Agreements, as amended, or in the Cardinal LTIP. Rather, in the event of a Change of Control as defined in the CareFusion Corporation 2009 Long-Term Incentive Plan as of the effective date of the Spin-Off, on the date that such
Change of Control occurs, the restrictions applicable to any unvested Pre-2007 Cardinal Restricted Shares shall lapse and each unvested Pre-2007 Cardinal Restricted Share shall become fully vested.
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| |  |  | Please note that CareFusion and its affiliates are third party beneficiaries of all rights that benefit CareFusion with respect to your Pre-2007 Cardinal Restricted
Shares and as a result CareFusion may enforce with full force and effect all terms and conditions that benefit CareFusion with respect to such restricted shares.
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CareFusion Restricted Shares

Your CareFusion Restricted Shares are granted under, and subject to, the terms
and conditions of the CareFusion Corporation 2009 Long-Term Incentive Plan. They are also subject to the terms of the Cardinal Health Restricted Share Agreement for the corresponding Pre-2007 Cardinal Restricted Shares (including paragraphs 3 and 4
of the agreement regarding Triggering Conduct/Competitor Triggering Conduct and Special Forfeiture/Repayment Rules) and the Cardinal LTIP, which have been adjusted and restated on Appendix B attached hereto for
purposes of applying them to your CareFusion Restricted Shares and have been approved by the Human Resources and Compensation Committees of Cardinal Health and CareFusion. Please note that Cardinal Health and its affiliates are third party
beneficiaries of all rights that benefit Cardinal Health with respect to your CareFusion Restricted Shares and as a result Cardinal Health may enforce with full force and effect all terms and conditions that benefit Cardinal Health with respect to
such restricted shares.



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Appendix A

1. Triggering Conduct/Competitor Triggering Conduct.

(a) For so long as you are an employee of the CareFusion Group (as defined below) and for three (3) years following the termination of your full-time employment by CareFusion or one of its affiliates regardless
of the reason, in addition to the events set forth in paragraph 3 of your Cardinal Health Restricted Share Agreement, Triggering Conduct shall include:

(i) other than in the performance of duties assigned by the CareFusion Group, disclosing or using in any capacity any confidential
information, trade secrets or other business sensitive information or material concerning the CareFusion Group;

(ii) a
violation of policies of the CareFusion Group, including, but not limited to, conduct which would constitute a breach of any certificate of compliance or similar attestation/certification signed by you;

(iii) directly or indirectly employing, contacting concerning employment, or participating in any way in the recruitment for employment of
(whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is an employee, representative, officer or director of the CareFusion Group at any time within the 12 months prior to your Termination of
Employment;

(iv) any action by you and/or your representatives that either does or could reasonably be expected to
undermine, diminish or otherwise damage the relationship between the CareFusion Group and any of its customers, potential customers, vendors and/or suppliers that were known to you; and

(v) breaching any provision of any employment or severance agreement with a member of the CareFusion Group; and

(b) For so long as you are an employee of the CareFusion Group (as defined below) and for one (1) year following the termination of your full-time
employment by CareFusion or one of its affiliates regardless of the reason, in addition to the events set forth in paragraph 3 of your Cardinal Health Restricted Share Agreement, Competitor Triggering Conduct shall include accepting
employment with, or serving as a consultant or advisor or in any other capacity to, an entity that is in competition with the business conducted by any member of the CareFusion Group (a CareFusion Competitor), including, but not limited
to, employment or another business relationship with any CareFusion Competitor if you have been introduced to trade secrets, confidential information or business sensitive information during your employment with the CareFusion Group and such
information would aid the CareFusion Competitor because the threat of disclosure of such information is so great that, for purposes of these obligations, it must be assumed that such disclosure would occur.

For purposes of these obligations, CareFusion Group means CareFusion Corporation and any subsidiary or other entity that is directly or indirectly controlled
by CareFusion Corporation or any entity in which CareFusion Corporation has a significant ownership interest as determined by the administrator of the Cardinal Health, Inc. 2005 Long-Term Incentive Plan, as amended and



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(U.S. CAREFUSION EMPLOYEES)



restated effective as of November 5, 2008.

2. Special Forfeiture/Repayment Rules. You shall remain subject to the terms set forth in the Special Forfeiture/Repayment Rules provision of your Cardinal Health Restricted Share Agreement(s), subject to the following
adjustments:

(a) All references to Cardinal Competitor that appear therein shall also refer to CareFusion
Competitor (as defined in Section 1 of this Appendix A);

(b) All references to the Cardinal Group that appear
therein shall also refer to the CareFusion Group (as defined in Section 1 of this Appendix A); and

(c) With respect
to calculating the length of the Look-Back Period in the event that you engage only in Competitor Triggering Conduct as described in Section 1(b) of this Appendix A, the Look-Back Period shall be shortened to exclude any period more than
one (1) year prior to the effective time of the Spin-Off, but include any period between the effective time of the Spin-Off and engagement in Competitor Triggering Conduct.



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Appendix B

CAREFUSION CORPORATION

RESTRICTED SHARES TERMS AND CONDITIONS

These Restricted Shares Terms and Conditions (the Terms) adjust and restate the terms that apply to the Cardinal Health Restricted Shares (as defined below)
for purposes of applying such terms to the restricted shares (the CareFusion Restricted Shares) granted to Awardee by CareFusion Corporation (the Company) under the CareFusion Corporation 2009 Long-Term Incentive Plan (the
Plan) as a result of the separation of the clinical and medical products businesses of Cardinal Health, Inc. (Cardinal Health) by means of a spin-off of at least 80.1% of the outstanding common stock of the Company to
Cardinal Healths shareholders, effective on August 31, 2009 (the Spin-Off). These Terms, together with the RSA Terms (as defined below) and the Plan, shall govern the CareFusion Restricted Shares. The CareFusion Restricted
Shares are Replacement Awards under the Plan.

The Number of Shares that are covered by the CareFusion Restricted Shares constitute the RSA
terms (the RSA Terms) and can be found on the website of the Companys third-party equity plan administrator. The extent to which the CareFusion Restricted Shares shall vest on and after specific dates (the Vesting
Date(s)), subject in each case to the provisions of these Terms, including those relating to Awardees continued employment with the Company and its Affiliates (collectively, the CareFusion Group), is the same as set forth in
Awardees award agreement (the Cardinal Health Restricted Share Agreement) for the restricted share awards granted to Awardee by Cardinal Health (the Cardinal Health Restricted Shares) on the grant date specified in the
Cardinal Health Restricted Share Agreement (the Pre-Spin Grant Date).

Capitalized terms used in these Terms which are not specifically defined
herein will have the meanings ascribed to such terms in the Plan.

1. Transferability. Prior to the applicable vesting of the
CareFusion Restricted Shares, Awardee shall not be permitted to sell, transfer, pledge, assign or otherwise encumber the then unvested CareFusion Restricted Shares, except as otherwise provided in paragraph 2 of these Terms.

2. Termination of Employment.

(a)
General. Except as set forth below, if a Termination of Employment occurs prior to the vesting of the CareFusion Restricted Shares, such CareFusion Restricted Shares shall be forfeited by Awardee.

(b) Death or Disability. If a Termination of Employment occurs prior to the vesting in full of the CareFusion Restricted Shares by reason of
Awardees death or Disability, but at least 6 months from the Pre-Spin Grant Date, then the restrictions with respect to any unvested CareFusion Restricted Shares shall immediately lapse and such CareFusion Restricted Shares shall vest in full
and shall not be forfeited.

(c) Retirement. If a Termination of Employment occurs prior to the vesting in full of the CareFusion
Restricted Shares by reason of the Awardees Retirement, but at least 6 months from the Pre-Spin Grant Date, then a Ratable Portion of each installment of the CareFusion Restricted Shares that would have vested on each future Vesting Date shall
immediately vest and



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not be forfeited. Such Ratable Portion shall, with respect to the applicable installment, be an amount equal to such installment of the CareFusion Restricted
Shares scheduled to vest on the applicable Vesting Date multiplied by a fraction, the numerator of which shall be the number of days from the Pre-Spin Grant Date through the date of such termination, and the denominator of which shall be the number
of days from the Pre-Spin Grant Date through such Vesting Date. For purposes of these Terms and this Award under the Plan, Retirement shall refer to Age 55 Retirement, which means Termination of Employment (other than by reason of death
or Disability and other than in the event of Termination for Cause) by an Employee of the CareFusion Group (i) after attaining age fifty-five (55) and (ii) having at least ten (10) years of continuous service with the CareFusion
Group, Cardinal Health and its Affiliates, or such other Affiliates prior to the time that such Affiliate became an Affiliate of the Company or Cardinal Health. For purposes of the age and/or service requirement, the Administrator may, in its
discretion, credit a Participant with additional age and/or years of service.

3. Triggering Conduct/Competitor Triggering Conduct.

(a) As used in these Terms, Triggering Conduct shall include the following:

(i) for so long as Awardee is an employee of the CareFusion Group and for three (3) years following Termination of Employment,
regardless of the reason,

(A) other than in the performance of duties assigned by the CareFusion Group, disclosing or using
in any capacity any confidential information, trade secrets or other business sensitive information or material concerning the CareFusion Group;

(B) a violation of policies of the CareFusion Group, including, but not limited to, conduct which would constitute a breach of any certificate of compliance or similar attestation/certification signed by Awardee;

(C) directly or indirectly employing, contacting concerning employment, or participating in any way in the recruitment for
employment of (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is an employee, representative, officer or director of the CareFusion Group at any time within the 12 months prior to
Awardees Termination of Employment;

(D) any action by Awardee and/or his or her representatives that either does or
could reasonably be expected to undermine, diminish or otherwise damage the relationship between the CareFusion Group and any of its customers, potential customers, vendors and/or suppliers that were known to Awardee; and

(E) breaching any provision of any employment or severance agreement with a member of the CareFusion Group; and

(ii) for three (3) years following the effective time of the Spin-Off,

(A) other than in the performance of duties assigned by the CareFusion Group, disclosing or using in any capacity any confidential
information, trade secrets or other business sensitive information or material concerning the Cardinal Group;



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(B) a violation of policies of the Cardinal Group that were in effect prior to the
effective time of the Spin-Off, including, but not limited to, conduct which would constitute a breach of any certificate of compliance or similar attestation/certification signed by Awardee;

(C) other than in the performance of duties assigned by the CareFusion Group, directly or indirectly employing, contacting concerning
employment, or participating in any way in the recruitment for employment of (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is an employee, representative, officer or director of the
Cardinal Group at any time within the 12 months prior to the effective time of the Spin-Off; and

(D) other than in the
performance of duties assigned by the CareFusion Group, any action by Awardee and/or his or her representatives that either does or could reasonably be expected to undermine, diminish or otherwise damage the relationship between the Cardinal Group
and any of its customers, potential customers, vendors and/or suppliers that were known to Awardee.

For purposes of these Terms, Cardinal
Group means Cardinal Health, any Subsidiary or other entity that is directly or indirectly controlled by Cardinal Health or any entity in which Cardinal Health has a significant ownership interest as determined by the Administrator, and any
businesses that were owned by Cardinal Health prior to the effective time of the Spin-Off.

(b) As used in these Terms, Competitor
Triggering Conduct shall include:

(i) during Awardees employment or within one (1) year following
Awardees Termination of Employment, accepting employment with, or serving as a consultant or advisor or in any other capacity to, an entity that is in competition with the business conducted by any member of the CareFusion Group (a
CareFusion Competitor), including, but not limited to, employment or another business relationship with any CareFusion Competitor if Awardee has been introduced to trade secrets, confidential information or business sensitive information
during Awardees employment with the CareFusion Group and such information would aid the CareFusion Competitor because the threat of disclosure of such information is so great that, for purposes of these Terms, it must be assumed that such
disclosure would occur; and

(ii) within one (1) year following the effective time of the Spin-Off, other than in the
performance of duties assigned by the CareFusion Group accepting employment with, or serving as a consultant or advisor or in any other capacity to, an entity that is in competition with the business conducted by any member of the Cardinal Group (a
Cardinal Competitor), including, but not limited to, employment or another business relationship with any Cardinal Competitor if Awardee has been introduced to trade secrets, confidential information or business sensitive information
during Awardees employment with the Cardinal Group with respect to the businesses that comprised the Cardinal Group prior to the effective time of the Spin-Off and such information would aid the Cardinal Competitor because the threat of
disclosure of such information is so great that, for purposes of these Terms, it must be assumed that such disclosure would occur.



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4. Special Forfeiture/Repayment Rules. Awardee agrees not to engage in Triggering Conduct
during the applicable time periods set forth in paragraph 3 hereof. If Awardee engages in Triggering Conduct or Competitor Triggering Conduct during the applicable time periods set forth in paragraph 3, then:

(a) the CareFusion Restricted Shares that have not yet vested shall immediately and automatically terminate, be forfeited, and shall cease to exist; and

(b) Awardee shall, within thirty (30) days following written notice from the Company, pay to the Company an amount equal to
(i) the aggregate gross gain realized or obtained by Awardee resulting from the vesting of all CareFusion Restricted Shares, measured as of the date of vesting (i.e., the market value of the CareFusion Restricted Shares on the date of
vesting), that have already vested at any time within three (3) years prior to the Triggering Conduct (the Look-Back Period), minus (ii) $1.00. If Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period
shall be shortened to exclude any period more than one (1) year prior to Awardees Termination of Employment (or, in the case of Competitor Triggering Conduct as defined in paragraph 3(b)(ii) above, one (1) year prior to the effective
time of the Spin-Off), but include any period between the time of Termination of Employment or the effective time of the Spin-Off, as applicable, and engagement in Competitor Triggering Conduct. Awardee may be released from Awardees
obligations under this paragraph 4 if and only if the Administrator (or its duly appointed designee) and a duly authorized representative of Cardinal Health determine, in writing and in their sole discretion, that such action is in the best
interests of both Cardinal Health and the Company. Nothing in this paragraph 4 constitutes a so-called noncompete covenant. This paragraph 4 does, however, prohibit certain conduct while Awardee is associated with either the Cardinal
Group or the CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by these Terms under certain circumstances, including, but not limited to, Awardees acceptance of employment with a
CareFusion Competitor or a Cardinal Competitor. Awardee agrees to provide the Company with at least ten (10) days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any
other capacity to a CareFusion Competitor or a Cardinal Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 4 and Awardees continuing obligations contained herein. No
provisions of these Terms shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Awardee may be a party, including, but not limited to, any certificate of compliance or similar attestation/certification signed
by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Awardee contained in these Terms, the provisions of these
Terms shall take precedence and such other inconsistent provisions shall be null and void. Awardee has acknowledged and agreed that these restrictions are for the benefit of Cardinal Health in consideration of Awardees receipt of the Cardinal
Health Restricted Shares, in consideration of employment, in consideration of exposing Awardee to Cardinal Healths business operations and confidential information, and for other good and valuable consideration, the adequacy of which
consideration is hereby expressly confirmed. Awardee has further acknowledged that the receipt of the Cardinal Health Restricted Shares and the execution of the Cardinal Health Restricted Share Agreements were voluntary actions on the part of
Awardee and that Cardinal Health would have been unwilling to provide the Cardinal Health Restricted Shares to Awardee without including the restrictions and covenants of Awardee set forth above. Further, Awardee and Cardinal Health have agreed and
acknowledged that the provisions contained in paragraphs 3 and 4 are ancillary to, or part of, an otherwise enforceable agreement at the time the Cardinal Health Restricted Share Agreements were made.



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5. Change of Control. Notwithstanding anything herein to the contrary, in the event a Change
of Control occurs, Section 16(b) of the Plan shall apply (including the provision that any unvested CareFusion Restricted Shares shall vest in full).

6. Right of Set-Off. By having accepted the Cardinal Health Restricted Shares, Awardee has agreed that (a) any amounts Awardee owes from time to time to any member of the CareFusion Group with respect to
the CareFusion Restricted Shares may be deducted from, and set-off against, any amounts owed to Awardee by any member of the CareFusion Group from time to time (including, but not limited to, amounts owed to Awardee as wages, severance payments or
other fringe benefits) and (b) any amounts Awardee owes from time to time to any member of the Cardinal Group with respect to the CareFusion Restricted Shares may be deducted from, and set-off against, any amounts owed to Awardee by any member
of the Cardinal Group from time to time (including, but not limited to, amounts owed to Awardee as wages, severance payments or other fringe benefits).

7. Stockholder Rights and Restrictions. Except with regard to the disposition of the CareFusion Restricted Shares and the receipt of dividends, Awardee will generally have all of the rights of a stockholder
with respect to the CareFusion Restricted Shares from the effective time of the Spin-Off, including, without limitation, the right to vote such CareFusion Restricted Shares, but subject to the restrictions set forth in these Terms or in the Plan.Dividends with respect to the CareFusion Restricted Shares shall be accrued until the applicable Vesting Date and paid thereon (subject to the same vesting requirements as the underlying CareFusion Restricted Shares). In addition, if
(a) the CareFusion Restricted Shares replace one or more Cardinal Health Restricted Shares that were canceled and (b) Awardee was entitled to one or more cash dividend payments under the Cardinal Health Restricted Shares that had not been
paid prior to the effective time of the Spin-Off, then the Company shall pay such cash dividend payments on the Vesting Date. Any additional Shares which Awardee may become entitled to receive by virtue of a merger or reorganization in which the
Company is the surviving corporation or any other change in capital structure shall be subject to the same vesting requirements and restrictions set forth above.

8. Withholding Tax.

(a) Generally. Awardee is liable and responsible for all taxes owed in
connection with the CareFusion Restricted Shares, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the CareFusion Restricted Shares. The Company does not make any representation
or undertaking regarding the tax treatment or the treatment of any tax withholding in connection with the grant or vesting of the CareFusion Restricted Shares or the subsequent sale of the CareFusion Restricted Shares. The Company does not commit
and is under no obligation to structure the CareFusion Restricted Shares to reduce or eliminate Awardees tax liability.

(b)
Payment of Withholding Taxes. Prior to any event in connection with the CareFusion Restricted Shares (e.g., vesting) that the Company determines may result in any domestic or foreign tax withholding obligations, whether national,
federal, state or local, including any employment tax obligation (the Tax Withholding Obligation), Awardee is required to arrange for the satisfaction of the minimum amount of such Tax Withholding Obligations in a manner acceptable to
the Company. By accepting the grant of Cardinal Health Restricted Shares, Awardee has authorized the Company to withhold on Awardees behalf the number of CareFusion Restricted Shares when the CareFusion Restricted Shares become vested as the
Company determines to be sufficient to satisfy the Tax Withholding Obligation. In the



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case of any amounts withheld for taxes pursuant to this provision in the form of shares, the amount withheld shall not exceed the minimum required by
Applicable Law and regulations.

9. Governing Law/Venue for Dispute Resolution/Costs and Legal Fees. The CareFusion Restricted
Shares are 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. Awardee has agreed that the laws of the State of Ohio bear a
substantial relationship to the Cardinal Health Restricted Shares and that the benefits granted therein, and thus the CareFusion Restricted Shares and the benefits granted thereunder, would not be granted without their governance by the laws of the
State of Ohio. In addition, all legal actions or proceedings relevant to the CareFusion Restricted Shares will be brought exclusively in state or federal courts located in Franklin County, Ohio, and Awardee has consented to the personal
jurisdiction of such courts. Awardee has acknowledged that the terms relating to Triggering Conduct, Competitor Triggering Conduct and special forfeiture and repayment rules set forth above are reasonable in nature, are fundamental for the
protection of legitimate business and proprietary interests, and do not adversely affect Awardees ability to earn a living in any capacity that does not violate such terms. In the event of any violation by Awardee of any such covenants,
immediate and irreparable injury for which there is no adequate remedy at law will result. In the event of any violation or attempted violations of these restrictions and covenants, the Cardinal Group or the CareFusion Group, as the case may be,
will be entitled to specific performance and injunctive relief or other equitable relief, including the issuance ex parte of a temporary restraining order, without any showing of irreparable harm or damage, such irreparable harm being
acknowledged and admitted by Awardee, waiving any requirement for the securing or posting of any bond in connection with such remedy, without prejudice to any other rights and remedies afforded the Cardinal Group or CareFusion Group, as the case may
be, hereunder or by law. In the event that it becomes necessary for the Cardinal Group or CareFusion Group to institute legal proceedings under Awardees CareFusion Restricted Shares, Awardee will be responsible for all costs and reasonable
legal fees with regard to such proceedings. Any term relating to the CareFusion Restricted Shares which 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 term, without invalidating or rendering unenforceable the remaining terms.

10. Action by the Administrator.The interpretation of these Terms shall rest exclusively and completely within the sole discretion of the Administrator. Awardee shall be bound by the decisions of
the Administrator with regard to the interpretation of these Terms and with regard to any and all matters set forth in these Terms. The Administrator may delegate its functions under these Terms to an officer of the CareFusion Group designated by
the Administrator (hereinafter the designee). In fulfilling its responsibilities hereunder, the Administrator or its designee may rely upon documents, written statements of the parties or such other material as the Administrator or its
designee deems appropriate. Awardee shall not have any right to be heard or to appear before the Administrator or its designee and any decision of the Administrator or its designee relating to these Terms, including without limitation whether
particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

11. Electronic Delivery and Consent to Electronic Participation. The Company may, in its sole discretion, decide to deliver any documents related to the CareFusion Restricted Shares or future Awards that may be
granted under the Plan by electronic means. Awardee has consented to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third
party



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designated by the Company, including the acceptance of restricted share grants and the execution of restricted share agreements through electronic signature.

12. Notices. All notices, requests, consents and other communications by Awardee to the Company with respect to the CareFusion
Restricted Shares are to be delivered to the Company in writing and will be deemed sufficient if delivered by hand, facsimile, nationally recognized overnight courier, or certified or registered mail, return receipt requested, postage prepaid, and
will be effective upon delivery to the Company at the address set forth below:

CareFusion Corporation

3750 Torrey View Court

San Diego, CA 92130

Attention: Compensation and Benefits Administrator

Facsimile: 858-617-2300

All notices,
requests consents and other communications by the Company to Awardee with respect to the CareFusion Restricted Shares to be delivered to Awardee may be delivered by e-mail or in writing and will be deemed sufficient if delivered by e-mail, hand,
facsimile, nationally recognized overnight courier, or certified or registered mail, return receipt requested, postage prepaid, and will be effective upon delivery to Awardee.

13. Employment Agreement, Offer Letter or Other Arrangement. To the extent a written employment agreement, offer letter or other arrangement
(Employment Arrangement) that, (a) prior to the effective time of the Spin-Off, (i) was approved by the Human Resources and Compensation Committee of Cardinal Health or the Board of Directors of Cardinal Health or (ii) was
approved in writing by an officer of Cardinal Health pursuant to delegated authority of the Human Resources and Compensation Committee of Cardinal Health or (b)(i) was approved by the Human Resources and Compensation Committee of the Company or the
Board or (ii) was approved in writing by an officer of the Company pursuant to delegated authority of the Human Resources and Compensation Committee of the Company, provides for greater benefits to Awardee, with respect to vesting of all or a
portion of the Cardinal Health Restricted Shares or CareFusion Restricted Shares on Termination of Employment than provided in these Terms or in the Plan, then the terms of such Employment Arrangement with respect to vesting of the Cardinal Health
Restricted Shares or CareFusion Restricted Shares on Termination of Employment by reason of such specified events shall supersede the terms hereof in respect of all or a comparable portion of the CareFusion Restricted Shares to the extent permitted
by the terms of the Plan.



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