EX-10.02



 






Exhibit 10.02



Summary Sheet

Compensation and Benefits for Non-Management Directors

Effective November 2, 2005




     Non-management members of the Board of Directors (the “Board”) of Cardinal Health, Inc. (the
“Company”) are entitled to receive the following annual retainers, payable quarterly in cash, as
applicable, and other compensation and benefits for Board service:



	 	 	 
	Annual retainer:
	 	$70,000
	 	 	 
	Annual retainer for Audit Committee members:
	 	$2,000
	 	 	 
	Annual retainer for committee chairpersons:	 	 
	     Audit
	 	$15,000
	     Human Resources and Compensation
	 	$8,000
	     Nominating and Governance
	 	$6,000
	 	 	 
	Annual retainer for non-management Presiding
Director:
	 	$15,000
	 	 	 
	Per meeting fee for attendance at “excess
meetings”:
	 	For each meeting
attended after the
director has attended a
number of meetings equal
to the number of regular
quarterly board meetings
and regular committee
meetings associated with
regular quarterly Board
meetings plus two,
$1,500 for a full day;
$750 for a half day or
less; total per meeting
fees cannot exceed
$25,000 in any fiscal
year
	 	 	 
	`
	 	An “excess
meeting” includes
meetings attended by a
non-committee member at
the request of a
committee chair, and
excludes written actions
	 	 	 
	Additional committee retainer and other
compensation:
	 	When a committee is
formed to address a
specific issue, the
Board will determine an
annual retainer to be
paid to the committee
members based upon the
effort required; total
fees in this category
cannot exceed $25,000
per project
	 	 	 
	
	 	In addition to the
retainers and per
meeting fees identified
above, in the discretion
of the Board, directors
may receive additional
compensation for the
performance of duties
assigned by the Board or
its committees that are
considered beyond the
scope of the ordinary
responsibilities of
directors or committee
members
	 	 	 
	Compensation deferral eligibility:
	 	Directors may elect to
defer payment of their
retainer into the
Company’s Deferred
Compensation Plan
	 	 	 
	Expense reimbursement:
	 	The Company reimburses
directors for reasonable
expenses incurred in the
course of traveling to,
and participating in,
regular and special
Board and committee
meetings and related
Company events
	 	 	 
	Initial equity award grant:
	 	Upon initially being
appointed or elected to
the Board, each director
receives an equity award
grant equal to $120,000
in present value and
delivered 70% (or
approximately $84,000 in
present value) in an
option to purchase the
Company’s common shares
and 30% (or up to
approximately $36,000 in
present value) in
restricted share units
(“RSUs”)1
	 	 	 
	Annual equity award grant:
	 	Each director receives
an annual equity award
grant equal to $120,000
in present value and
delivered 70% (or
approximately $84,000 in
present value) in an
option to purchase the
Company’s common shares
and 30% (or up to
approximately $36,000 in
present value) in
RSUs1
	 	 	 
	Benefits:
	 	Coverage under the
Company’s D&O liability
insurance policy;
indemnification
agreements








 




			
	1	 	Both option and RSU grants to directors
generally vest in full on the first anniversary of the grant date. Options are
granted with an exercise price equal to the market price of a common share
at grant and are generally exercisable for seven years from the date of
grant. RSUs are generally settled in shares.