1-11373 | 31-0958666 | |
(Commission File Number) |
(IRS Employer
Identification Number) |
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Cash Incentive Award
President and Chief Executive Officer
$
460,274
(1)
Executive Chairman of the Board
$
2,911,527
(2)
Chief Executive Officer
Pharmaceutical and Medical Products
$
778,118
Former Chairman and Chief Executive
Officer Healthcare Supply Chain
Services
$
671,709
Chief Financial Officer
$
742,500
(1)
Mr. Clarks award amount, which is governed by his employment agreement, reflects the fact
that he joined the Company on April 17, 2006.
(2)
Mr. Walters award amount, which is governed by his
second amended and restated employment agreement, reflects the fact
that he had served as the Companys Chairman and Chief Executive Officer until April 17, 2006,
when he transitioned to his current position as Executive Chairman of the Board.
(3)
As disclosed in a Form 8-K dated May 29, 2006, Mr. Labrum ceased to be Chairman and Chief
Executive Officer Healthcare Supply Chain Services on July 31, 2006.
He will receive a grant of 8,000 restricted share units on August 15, 2006 under the
2005 Plan that vest ratably over three years.
If the Company terminates his employment without cause between August 30, 2007 and
April 17, 2008, in lieu of the severance provided by his offer
letter agreement, he will receive:
a cash payment equal to the sum of his then-current annual base
salary and annual bonus target; and
immediate vesting of: (i) the option to purchase 48,077 shares he
received upon joining the Company in April 2005; and (ii) the unvested portion of
the 12,000 and 9,000 restricted share unit awards he received upon joining the
Company (together, the Initial RSUs).
If he voluntarily terminates his employment within 10 days following June 30, 2007,
he will receive:
a cash payment equal to the sum of his then-current annual base
salary and annual bonus target; and
immediate vesting of the unvested portion of his Initial RSUs.
Except as described above, these termination benefits are in addition to the other
benefits he is entitled to under his offer letter agreement if he is terminated without cause
prior to April 18, 2008 or if he voluntarily terminates his employment within 60 days
following October 18, 2006. These other benefits were disclosed in a Form 8-K dated
April 13, 2005.
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10.01
Program Document for Cardinal Health, Inc. Long-Term Incentive Cash Program for Fiscal
Years 2006-2008.
10.02
Amendment, dated August 5, 2006, to letter providing terms of offer of employment,
executed by Cardinal Health, Inc. on April 12, 2005, and confirmed by Jeffrey W.
Henderson on April 13, 2005.
10.03
Form of Nonqualified Stock Option Agreement under the Cardinal Health, Inc.
2005 Long-Term Incentive Plan, as amended.
10.04
Form of Restricted Share Units Agreement under the Cardinal Health, Inc.
2005 Long-Term Incentive Plan, as amended.
10.05
Form of Nonqualified Stock Option Agreement under the Cardinal Health, Inc.
2005 Long-Term Incentive Plan, as amended, for California residents.
10.06
Form of Restricted Share Units Agreement under the Cardinal Health, Inc. 2005
Long-Term Incentive Plan, as amended, for California residents.
10.07
Form of Nonqualified Stock Option Agreement under the Cardinal Health, Inc. 2005
Long-Term Incentive Plan, as amended, to be entered into with Robert D. Walter.
10.08
Form of Restricted Share Units Agreement under the Cardinal Health, Inc. 2005
Long-Term Incentive Plan, as amended, to be entered into with Robert D. Walter.
10.09
Policy Regarding Shareholder Approval of Severance Agreements.
10.10
First Amendment, dated August 2, 2006, to Second Amended and Restated Employment
Agreement, dated April 17, 2006, between Cardinal Health, Inc. and Robert D. Walter.
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Cardinal Health, Inc.
(Registrant)
By:
/s/ Carole S. Watkins
Name:
Carole S. Watkins
Title:
Chief Human Resources
Officer
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10.01
Program Document for Cardinal Health, Inc. Long-Term Incentive Cash Program for Fiscal
Years 2006-2008.
10.02
Amendment, dated August 5, 2006, to letter providing terms of offer of employment,
executed by Cardinal Health, Inc. on April 12, 2005, and confirmed by Jeffrey W.
Henderson on April 13, 2005.
10.03
Form of Nonqualified Stock Option Agreement under the Cardinal Health, Inc.
2005 Long-Term Incentive Plan, as amended.
10.04
Form of Restricted Share Units Agreement under the Cardinal Health, Inc.
2005 Long-Term Incentive Plan, as amended.
10.05
Form of Nonqualified Stock Option Agreement under the Cardinal Health, Inc.
2005 Long-Term Incentive Plan, as amended, for California residents.
10.06
Form of Restricted Share Units Agreement under the Cardinal Health, Inc. 2005
Long-Term Incentive Plan, as amended, for California residents.
10.07
Form of Nonqualified Stock Option Agreement under the Cardinal Health, Inc. 2005
Long-Term Incentive Plan, as amended, to be entered into with Robert D. Walter.
10.08
Form of Restricted Share Units Agreement under the Cardinal Health, Inc. 2005
Long-Term Incentive Plan, as amended, to be entered into with Robert D. Walter.
10.09
Policy Regarding Shareholder Approval of Severance Agreements.
10.10
First Amendment, dated August 2, 2006, to Second Amended and Restated Employment
Agreement, dated April 17, 2006, between Cardinal Health, Inc. and Robert D. Walter.
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1. | Method of Exercise and Payment of Price . |
3. | Termination of Employment . |
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| Base salary is the annual rate of base salary in effect at termination. | ||
| Bonus is the target incentive amount for the year of termination under the annual and long-term cash incentive compensation plans applicable to the Covered Executive. |
| Cash severance benefits. | ||
| The value of other special benefits or perquisites provided for periods after termination of employment (but excluding special benefits provided under any program generally applicable to employees). | ||
| Additional retirement benefits earned or vested under qualified and non-qualified retirement plans as a result of termination. |
| The value of any special additional benefit or additional service period credit under retirement programs. |
| Amounts earned or accrued for services prior to termination (such as pro rata bonus, unused vacation pay, etc.). | ||
| The value of any other benefits provided under programs generally applicable to employees. | ||
| The value of gross-up payments made in connection with Severance Benefits, including gross-up payments under Section Code 280G of the Internal Revenue Code. | ||
| The value of accelerated vesting of outstanding equity compensation awards, or other changes in terms of outstanding equity compensation awards. |
/s/ Robert D. Walter
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/s/ John B. McCoy | |||
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ROBERT D. WALTER
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CARDINAL HEALTH, INC. | |||
Execution Date: August 2, 2006
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Execution Date: August 2, 2006 | |||
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By: John B. McCoy |