Term Sheet for Adjustments to CAH RSUs and Terms of CFN RSUs




			
	RSUS	 	Exhibit 10.3
	(U.S. CARDINAL EMPLOYEES (CURRENT AND FORMER))	 	

 ADJUSTMENTS TO CARDINAL HEALTH
RESTRICTED SHARE UNITS AND TERMS OF 
 CAREFUSION RESTRICTED SHARE UNITS 
 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”), outstanding restricted share unit awards granted by Cardinal
Health to you (the “Cardinal Health RSUs”) pursuant to the terms of Cardinal Health’s 2005 Long-Term Incentive Plan, as amended and restated November 5, 2008 (the “Cardinal LTIP”), and related grant agreements
(the “Cardinal Health RSU Agreements”) are being adjusted, as of the effective time of the Spin-Off, as follows: 
  

	 	•	 	 With respect to each outstanding Cardinal Health RSU initially granted to you (i) on or prior to September 26, 2007, (ii) on October 15, 2008,
or (iii) on November 17, 2008 that does not vest ratably over three years (each, a “Pre-2007 Cardinal RSU”), you are receiving a restricted share unit representing the right to receive 0.5 shares of common stock of
CareFusion Corporation (each, a “CareFusion RSU”) for each Cardinal Health common share that you have the right to receive under a Pre-2007 Cardinal RSU. 


  

	 	•	 	 With respect to each outstanding Cardinal Health RSU that is not a Pre-2007 Cardinal RSU (each, a “Post-2007 Cardinal RSU”), the number of shares
subject to such RSU is being adjusted (each, an “Adjusted Post-2007 Cardinal RSU”). 


 Pre-2007 Cardinal RSUs and
Adjusted Post-2007 Cardinal RSUs 
 Except for the adjusted number of shares subject to each Post-2007 Cardinal RSU, your Pre-2007 Cardinal RSU and
Adjusted Post-2007 Cardinal RSU will continue to be governed by (i) your Cardinal Health RSU 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 RSU and Adjusted Post-2007 Cardinal RSU will vest on and after specific dates will be the same
as those set forth in your Cardinal Health RSU Agreements. 
 The adjusted number of shares subject to each Adjusted Post-2007 Cardinal RSU can be found on
the website of Cardinal Health’s third-party equity plan administrator. 
 Please note that CareFusion Corporation (“CareFusion”) and
its affiliates are third party beneficiaries of all rights that benefit CareFusion with respect to your Adjusted Pre-2007 Cardinal RSUs and Adjusted Post-2007 Cardinal RSUs and as a result CareFusion may enforce with full force and effect all terms
and conditions that benefit CareFusion with respect to such RSUs. 








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 (U.S. CARDINAL EMPLOYEES (CURRENT AND FORMER)) 
  

 CareFusion RSUs 
 Your CareFusion RSUs 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 RSU Agreement for the corresponding
Pre-2007 Cardinal RSU (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 A attached hereto for purposes of applying them to your CareFusion RSUs 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 RSUs 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 RSUs. 








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 (U.S. CARDINAL EMPLOYEES (CURRENT AND FORMER)) 
  

 Appendix A 
 CAREFUSION CORPORATION 
 RESTRICTED SHARE UNITS TERMS AND CONDITIONS 
 These Restricted Share Units Terms and Conditions (the “Terms”) adjust and restate the terms that apply to the Cardinal Health RSUs (as defined below) for
purposes of applying such terms to the restricted share units (the “CareFusion RSUs”) 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 RSU Terms (as defined below) and the Plan, shall govern the CareFusion RSUs. The CareFusion RSUs are Replacement Awards
under the Plan. 
 The “Number of Shares” that are covered by the CareFusion RSUs constitute the RSU terms (the “RSU Terms”) and can be
found on the website of the Company’s third-party equity plan administrator. The extent to which the CareFusion RSUs 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 Cardinal Health and its Affiliates (collectively, the “Cardinal Group”), is the same as set forth in Awardee’s award agreement (the “Cardinal Health RSU
Agreement”) for the restricted share units granted to Awardee by Cardinal Health or one of its Affiliates (the “Cardinal Health RSUs”) on the grant date specified in the Cardinal Health RSU 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. The CareFusion RSUs shall not be transferable. 
 2. Termination of Employment. 
 (a)
General. Except as set forth below, if a Termination of Employment occurs prior to the vesting of the CareFusion RSUs, such CareFusion RSUs shall be forfeited by Awardee. 
 (b) Death and Disability. If a Termination of Employment occurs prior to the vesting in full of the CareFusion RSUs by reason of Awardee’s
death or Disability, but at least six (6) months from the Pre-Spin Grant Date, then any unvested CareFusion RSUs shall immediately 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 RSUs by reason of Awardee’s Retirement,
but at least six (6) months from the Pre-Spin Grant Date, then a Ratable Portion of each installment of the CareFusion RSUs that would have vested on each future Vesting Date shall immediately vest and not be forfeited. Such Ratable Portion
shall, with respect to the applicable installment, be an amount equal to such installment of the CareFusion RSUs 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 









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 (U.S. CARDINAL EMPLOYEES (CURRENT AND FORMER)) 
  

 
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 by a Participant (other than by reason of death or Disability and other than in the event of Termination for Cause) from the Cardinal Group (i) after attaining age fifty-five (55), and
(ii) having at least ten (10) years of continuous service with the Cardinal Group, including service with an Affiliate of Cardinal Health prior to the time that such Affiliate became an Affiliate of 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 Cardinal 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 Cardinal
Group, disclosing or using in any capacity any confidential information, trade secrets or other business sensitive information or material concerning the Cardinal Group; 
 (B) a violation of policies of the Cardinal 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 Cardinal 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 Cardinal 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 Cardinal 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 Cardinal Group, disclosing or using in any capacity any confidential
information, trade secrets or other business sensitive information or material concerning the CareFusion Group; 
 (B) other
than in the performance of duties assigned by the Cardinal Group, directly or indirectly employing, contacting concerning employment, or participating in any way in the recruitment for employment of (whether as an 









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 (U.S. CARDINAL EMPLOYEES (CURRENT AND FORMER)) 
  

 
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 the effective time of the Spin-Off; and 
 (C) other than in the
performance of duties assigned by the Cardinal 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 CareFusion Group
and any of its customers, potential customers, vendors and/or suppliers that were known to Awardee. 
 For purposes of these Terms, “CareFusion
Group” means the Company and any Subsidiary or other entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Administrator. 
 (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 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 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; and 
 (ii) within one (1) year following the effective time of the Spin-Off, other than in the performance of duties assigned by the
Cardinal 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 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 businesses that comprised the CareFusion Group prior to the effective time of the Spin-Off 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. 
 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 RSUs that have not yet vested or that vested within the Look-Back Period (as defined below) with respect to such Triggering Conduct or
Competitor Triggering Conduct and have not yet been settled by a payment pursuant to paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to exist; and 








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 (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 settlement of all CareFusion RSUs pursuant to paragraph 6 hereof measured as of the settlement date (i.e., the market value
of the CareFusion RSUs on such settlement date), that have already been settled and that had 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), 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 the time of 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 Cardinal Competitor or a CareFusion 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 Cardinal Competitor or a CareFusion 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 RSUs, 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 RSUs and the execution of the Cardinal Health RSU Agreements were voluntary actions on the part of Awardee and
that Cardinal Health would have been unwilling to provide the Cardinal Health RSUs 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 RSU Agreements were made. 
 5. Change of Control. Notwithstanding anything herein to the contrary, (a) in the event a Change of Control occurs (i.e., a Change of Control occurs with respect to the Company), then the provisions
of Section 16(b) of the Plan shall not apply and the CareFusion RSUs shall continue to vest in accordance with the terms set forth herein and (b) in the event a “change of control” (as defined in the Cardinal Health, Inc. 2005
Long-Term Incentive Plan, as amended and restated effective as of November 5, 2008) occurs with respect to Cardinal Health, on the date that such “change of control” occurs, the restrictions applicable to any unvested CareFusion RSUs
shall lapse and the Award shall be fully vested. 








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 (U.S. CARDINAL EMPLOYEES (CURRENT AND FORMER)) 
  

 6. Payment. Awardee will be entitled to receive from the Company (without any payment on
Awardee’s behalf other than as described in Paragraph 10) the Shares represented by such CareFusion RSUs at the same time as Awardee is or would have been entitled to receive Cardinal Health common shares represented by the Cardinal Health
RSUs. 
 7. Dividend Equivalents. Awardee shall not receive cash dividends on the CareFusion RSUs, but instead shall, with respect to
each CareFusion RSU, receive a cash payment from the Company on each cash dividend payment date with respect to the Shares with a record date between the effective time of the Spin-Off and the settlement of such unit pursuant to paragraph 6, with
such cash payment to be in an amount equal to the dividend that would have been paid on the Common Share represented by such unit. Cash payments on each cash dividend payment date with respect to the Shares with a record date prior to a Vesting Date
shall be accrued until the Vesting Date and paid thereon (subject to the same vesting requirements as the underlying CareFusion RSUs). In addition, if Awardee was entitled to one or more cash dividend equivalent payments under the Cardinal Health
RSUs that had not been paid prior to the effective time of the Spin-Off because the Cardinal Health RSUs had not yet vested, then the Company shall pay such cash payments on the Vesting Date. 
 8. Right of Set-Off. By having accepted the Cardinal Health RSUs, Awardee has agreed that, so long as the amounts are not treated as
“non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended, (a) any amounts Awardee owes from time to time to any member of the Cardinal Group with respect to the CareFusion RSUs 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) and (b) any
amounts Awardee owes from time to time to any member of the CareFusion Group with respect to the CareFusion RSUs 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). 
 9. No Stockholder
Rights. Awardee shall have no rights of a stockholder with respect to the CareFusion RSUs, including, without limitation, the right to vote the Shares represented by the CareFusion RSUs. 
 10. Withholding Tax. 
 (a)
Generally. Awardee is liable and responsible for all taxes owed in connection with the CareFusion RSUs (including taxes owed with respect to the cash payments described in paragraph 7 hereof), regardless of any action the Company or Cardinal
Health takes with respect to any tax withholding obligations that arise in connection with the CareFusion RSUs. Neither the Company nor Cardinal Health makes 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 RSUs or the subsequent sale of Shares issuable pursuant to the CareFusion RSUs. The Company does not commit and is under no obligation to structure the CareFusion RSUs to reduce
or eliminate Awardee’s tax liability. 
 (b) Payment of Withholding Taxes. Prior to any event in connection with the CareFusion
RSUs (e.g., vesting or settlement) that the Company or Cardinal Health determines may result in any domestic or foreign tax withholding obligation, 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 









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Obligations in a manner acceptable to the Company and Cardinal Health. Unless Awardee elects to satisfy the Tax Withholding Obligation by an alternative
means that is then permitted by the Company, by accepting the grant of Cardinal Health RSUs, Awardee has authorized the Company to withhold on Awardee’s behalf the number of Shares from those Shares issuable pursuant to Awardee at the time when
the CareFusion RSUs become vested and payable as the Company determines to be sufficient to satisfy the Tax Withholding Obligation. In the 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. The Company shall have the right to deduct from all cash payments paid pursuant to paragraph 7 hereof the amount of any taxes which the Company is required to withhold with
respect to such payments. 
 11. Governing Law/Venue for Dispute Resolution/Costs and Legal Fees. The CareFusion RSUs 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 RSUs and that the benefits granted therein, and thus the CareFusion RSUs 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 RSUs 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 RSUs, Awardee will be responsible for all costs and reasonable legal fees with regard to such proceedings. Any term relating to the CareFusion RSUs 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. 
 12. 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 









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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. 
 13. Electronic Delivery and Consent to
Electronic Participation. The Company may, in its sole discretion, decide to deliver any documents related to the CareFusion RSUs or future RSUs 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 designated by the Company, including the acceptance of RSU grants and the
execution of RSU agreements through electronic signature. 
 14. Notices. All notices, requests, consents and other communications by
Awardee to the Company with respect to the CareFusion RSUs 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 RSUs 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. 
 15. 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 RSUs or CareFusion RSUs on
Termination of Employment by reason of specified events, than provided in these Terms or in the Plan, then the terms of such Employment Arrangement with respect to vesting of the Cardinal Health RSUs or CareFusion RSUs 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 RSUs to the extent permitted by the terms of the Plan. If an employment agreement that was approved by the Board of
Directors of Cardinal Health sets forth rules regarding the application of restrictive covenants set forth in the Cardinal Health RSU Agreement, then such rules also apply to restrictive covenants set forth in these Terms.