Exhibit 10.24
SECOND AMENDMENT
TO THE
CARDINAL HEALTH, INC.
DEFERRED COMPENSATION PLAN
(As amended and restated January 1, 2002)
BACKGROUND INFORMATION
A. Cardinal Health, Inc. ("Cardinal Health") established and maintains
the Cardinal Health, Inc. Deferred Compensation Plan (the "Shadow
Plan") for the benefit of selected highly compensated and management
employees and their beneficiaries.
B. The Cardinal Health, Inc. Employee Benefits Policy Committee (the
"Policy Committee") oversees the administration of the Shadow Plan
and is authorized to amend the Shadow Plan.
C. The Policy Committee desires to amend the Shadow Plan to restrict
dividend reinvestments in the Cardinal Stock Account of Reporting
Persons who had established such Accounts prior to their becoming
Reporting Persons and make other changes with respect to Reporting
Persons' Accounts under the Shadow Plan.
D. Section 7.1 of the Shadow Plan permits the amendment of the Shadow
Plan at any time.
AMENDMENT OF THE SHADOW PLAN
1. The fifth sentence of the first paragraph of Section 3.6 of the Shadow Plan
shall be replaced by the following sentences:
In no event shall a Participant who is a Reporting Person be
permitted to change any amounts invested in any other investment
alternative to a Cardinal Stock Account. In addition, a Participant who is
a Reporting Person shall not be permitted to change any investment in a
Cardinal Stock Account (as defined below) to any other investment
alternative, except that a Participant who becomes a Reporting Person
after commencing participation in the Shadow Plan and who has an
investment in a Cardinal Stock Account may make a one-time election to
direct all or a portion of the investment in a Cardinal Stock Account into
an alternate investment option available under the Plan. A Participant who
ceases to be a Reporting Person may again change investments into or out
of a Cardinal Stock Account without regard to the above restrictions.
2. The first paragraph of Section 3.7 of the Shadow Plan shall be amended to add
the following sentences to the end thereof:
A Participant who ceases to be a Reporting Person may again elect to
invest future contributions in his Account in Shares subject to this
Section 3.7.
3. The third paragraph of Section 3.7 of the Shadow Plan shall be amended to
read as follows:
In the case of the Cardinal Stock Account (if any) of a Participant
other than a Reporting Person (as of the Dividend Payment Date), the
earnings (or losses) credited to such
account shall consist solely of dividend equivalent credits pursuant to
this paragraph. Whenever a dividend or other distribution is made with
respect to the Shares, then the Cardinal Stock Account of a Participant
who is not a Reporting Person (as of the Dividend Payment Date) shall be
credited, on the payment date for such dividend or other distribution (the
"Dividend Payment Date"), with a number of additional Shares having a
Value, as of the Dividend Payment Date, based upon the number of Shares
deemed to be held in the Participant's Cardinal Stock Account as of the
record date for such dividend or other distribution (the "Dividend Record
Date"), if such Shares were outstanding. If such dividend or other
distribution is in the form of cash, the number of Shares so credited
shall be a number of Shares (and fractions thereof) having a Value, as of
the Dividend Payment Date, equal to the amount of cash that would have
been distributed with respect to the Shares deemed to be held in the
Participant's Cardinal Stock Account as of the Dividend Record Date, if
such Shares were outstanding. If such dividend or other distribution is in
the form of Shares, the number of Shares so credited shall equal the
number of such Shares (and fractions thereof) that would have been
distributed with respect to the Shares deemed to be held in the
Participant's Cardinal Stock Account as of the Dividend Record Date, if
such Shares were outstanding. If such dividend or other distribution is in
the form of property other than cash or Shares, the number of Shares so
credited shall be a number of Shares (and fractions thereof) having a
Value, as of the Dividend Payment Date, equal to the value of the property
that would have been distributed with respect to the Shares deemed to be
held in the Participant's Cardinal Stock Account as of the Dividend Record
Date, if such Shares were outstanding. The value of such property shall be
its fair market value as of the Dividend Payment Date, determined by the
Board based upon market trading if available and otherwise based upon such
factors as the Board deems appropriate.
With respect to a Participant who is a Reporting Person on the
Dividend Payment Date, the cash value of the dividend or other
distribution shall be invested in an alternate investment option under the
Plan, as determined by the Committee in its sole discretion. To the extent
that the dividend or other distribution is made in a form other than cash,
the Shares or other property shall be liquidated to cash as soon as
administratively practicable and thereafter invested as indicated herein.
4. All other provisions of the Shadow Plan shall remain in full force and
effect.
CARDINAL HEALTH, INC.
By: /s/ Susan Nelson
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Susan Nelson, Vice President, Benefits
Date: 5/25/04