Cardinal Health, Inc. Human Resources and Compensation Committee Resolutions Amending Equity Incentive Option Terms (September 26, 2008)

Contract Categories: Human Resources › Bonus & Incentive Agreements
Summary

Cardinal Health, Inc.'s Human Resources and Compensation Committee adopted resolutions amending the terms of outstanding stock options under its equity incentive plans. If the company spins off its Clinical and Medical Products businesses, and an executive or long-serving employee is terminated within 15 months as a result, their vested options will remain exercisable for up to two years after termination or until the original expiration date, whichever comes first. These changes apply immediately and amend all relevant option agreements, unless more favorable terms already exist for the employee.

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EX-10.2 5 dex102.htm COPY OF RESOLUTIONS Copy of resolutions

Exhibit 10.2

CARDINAL HEALTH, INC.

RESOLUTIONS OF THE HUMAN RESOURCES AND

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

ADOPTED ON SEPTEMBER 26, 2008

NOW, THEREFORE, BE IT RESOLVED that, effective immediately, the terms of all outstanding Options granted under the Cardinal Health, Inc. Amended and Restated Equity Incentive Plan, as amended (the “EIP”) and Cardinal Health, Inc. Broadly-based Equity Incentive Plan, as amended (the “BEIP”) (other than those Options or employment or severance arrangements that may provide for terms more beneficial to the grantee) shall be amended to provide that if (a) the separation of the Clinical and Medical Products businesses by means of a spin-off of those businesses to its shareholders (the “Spin-Off”) occurs, (b) the termination of employment of the grantee is a result of, and within fifteen (15) months after, the Spin-off, and (c) the grantee was classified as an executive-level employee in accordance with the Company’s human resources system at termination of employment or had at least ten years of continuous service with the Cardinal Health, Inc. (the “Company”) and its affiliates, including service with an affiliate of the Company prior to the time that such affiliate became an affiliate of the Company, then the vested Options shall remain exercisable until the earlier of the second (2 nd) anniversary of such termination of employment (or any later date until which it would remain exercisable by its terms) or the expiration of its original term;

RESOLVED, further, that effective immediately, the terms of all outstanding Options granted under the Company’s 2005 Long-Term Incentive Plan, as amended (the “2005 LTIP”) (other than those Options or employment or severance arrangements that may provide for terms more beneficial to the Awardee) shall be amended to provide that if (a) the Spin-Off occurs, (b) an Awardee’s Termination of Employment (as defined in the 2005 LTIP) is a result of, and within fifteen (15) months after, the Spin-off, and (c) the Awardee was classified as an executive-level employee in accordance with the Company’s human resources system at Termination of Employment or had at least ten years of continuous service with the Company and its affiliates, including service with an affiliate of the Company prior to the time that such affiliate became an affiliate of the Company, each vested Option held by the Awardee shall remain exercisable until the earlier of the second (2nd) anniversary of such Termination of Employment (or any later date until which it would remain exercisable by its terms) or the expiration of its original term; and

RESOLVED, further, that the Option Agreements under the 2005 LTIP, the EIP or the BEIP shall be deemed to be amended to reflect the resolutions above.