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EXHIBIT 10.02
RESTRICTED SHARES AGREEMENT
Cardinal Health, Inc., an Ohio corporation (the "Company"), has
granted to _________________ (the "Grantee"), ______ Common Shares in the
Company (the "Restricted Shares"). The Restricted Shares have been granted
pursuant to the Cardinal Health, Inc. Equity Incentive Plan (the "Plan") and
shall be subject to all provisions of the Plan, which are hereby incorporated
herein by reference, and shall be subject to the provisions of this agreement.
Capitalized terms used herein which are not specifically defined herein shall
have the meanings ascribed to such terms in the Plan.
1. Vesting. The Restricted Shares shall vest in accordance with the
following schedule (which dates shall be "Vesting Date(s)"):
Vesting Date % of Restricted Shares
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%
%
%
Total 100%
2. Purchase Price. The purchase price of the Restricted Shares shall
be $-0-.
3. Transferability. Prior to the applicable Vesting Date(s), the
Grantee shall not be permitted to sell, transfer, pledge, assign or otherwise
encumber the Restricted Shares, except as otherwise provided in Section 4 of
this agreement. The Restricted Shares will be held by the Company; provided,
however, that the Company will deliver certificates representing these
Restricted Shares which have fully vested to the Grantee within a reasonable
time after being requested in writing to do so. The Grantee agrees to execute
and deliver a stock power with respect to the Restricted Shares for the purpose
of transferring back to the Company any Restricted Shares that do not become
vested.
4. Termination of Service. Unless otherwise determined by the
Committee at or after grant or termination, and except as set forth below, if
the Grantee's Continuous Service to the Company and its subsidiaries
(collectively, the "Cardinal Group") terminates during the Restriction Period,
all of the Restricted Shares that have not vested shall be forfeited by the
Grantee. If the Grantee's Continuous Service terminates prior to the vesting of
all of the Restricted Shares by reason of the Grantee's death or total or
partial disability, then the restrictions with respect to a ratable portion of
the Restricted Shares shall lapse and such shares shall not be forfeited. Such
ratable portion shall be determined with respect to each separate award of
Restricted Shares and shall be an amount equal to (i) the number of Restricted
Shares awarded to the Grantee multiplied by the portion of the Restriction
Period that has expired at the date of the Grantee's death or total or partial
disability, reduced by (ii) the number of Restricted Shares awarded with
respect to which the restrictions had lapsed as of the date of the death or
total or partial disability of the Grantee. For purposes of this agreement, the
term "Continuous Service" shall mean the absence of any interruption or
termination of service as an employee or director of any entity within the
Cardinal Group.
5. Special Forfeiture/Repayment Rules. If Grantee engages in certain
"Triggering Conduct" (defined below), then: (a) the Restricted Shares (or any
portion thereof that have not vested) shall immediately and automatically be
forfeited and shall cease to vest at any time; and (b) the Grantee shall,
within 30 days following written notice from the Company, pay to the Company an
amount equal to the gross gain realized or obtained by the Grantee resulting
from the vesting of such Restricted Shares, measured at the date of vesting
(i.e., the market value of the Restricted Shares on the vesting date), with
respect to any portion of the Restricted Shares that have already vested at any
time within three years prior
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to the Triggering Conduct (the "Look-Back Period"). If the only Triggering
Conduct is Competitor Triggering Conduct (as defined below), then the Look-Back
Period shall be shortened to exclude any period more than one year prior to
Grantee's termination of employment with the Cardinal Group.
As used herein, "Triggering Conduct" shall include activity in
competition with or inimical, contrary, or harmful to the interests of the
Company, including, but not limited to the following: disclosing or misusing
any confidential information or material concerning the Company; violation of
Company policies, including conduct which would constitute a breach of the
then-most recent version of the Certificate of Compliance with Company Policies
signed by the Grantee; accepting employment with or serving as a consultant,
advisor, or any other capacity to an entity that is in competition with the
business conducted by any member of the Cardinal Group (a "Competitor") either
during or within one year following Grantee's termination of employment with
the Cardinal Group ("Competitor Triggering Conduct"); directly or indirectly
employing, contacting concerning employment, or participating in any way in the
recruitment for employment (whether as an employee, officer, director, agent,
consultant or independent contractor) any person who was or is at any time
during the previous twelve months an employee, representative, officer, or
director of the Cardinal Group; and breaching any provision of any employment
or severance agreement with a member of the Cardinal Group. The Committee shall
resolve in good faith any disputes concerning whether particular conduct
constitutes Triggering Conduct, and any such determination by the Committee
shall be conclusive and binding on all interested persons. The Grantee may be
released from Grantee's obligations under this item 5 only if the Committee (or
its duly appointed agent) determines, in its sole discretion, that such action
is in the best interests of the Company.
Nothing in this item 5 constitutes a so-called "noncompete" covenant.
However, this item 5 does prohibit certain conduct while Grantee is associated
with the Cardinal Group and thereafter and does provide for the forfeiture or
repayment of the benefits granted by this agreement under certain
circumstances, including but not limited to the Grantee's acceptance of
employment with a Competitor. Grantee agrees to provide the Company with at
least ten days' written notice prior to directly or indirectly accepting
employment with or serving as a consultant, advisor, or any other capacity to a
Competitor, and further agrees to inform any such new employer, before
accepting employment, of the terms of this item 5 and of the Grantee's
continuing obligations contained herein.
No provision of this agreement shall diminish, negate, or otherwise
impact any separate noncompete agreement to which Grantee may be a party.
Grantee acknowledges and agrees that the provisions contained in this item 5
are being made for the benefit of the Company in consideration of Grantee's
receipt of the Restricted Shares, the adequacy of which consideration is hereby
expressly confirmed. Grantee further acknowledges that the receipt of the
Restricted Shares and execution of this agreement are voluntary actions on the
part of Grantee, and that the Company is unwilling to provide the Restricted
Shares to Grantee without including this item 5.
6. Right of Set-Off. By accepting these Restricted Shares, the Grantee
consents to a deduction from and set-off against any amounts owed to the
Grantee by any member of the Cardinal Group from time to time (including but
not limited to amounts owed to the Grantee as wages, severance payments, or
other fringe benefits) to the extent of the amounts owed to the Cardinal Group
by the Grantee under this agreement.
7. Shareholder Rights and Restrictions. Except with regard to the
disposition of Restricted Shares, the Grantee shall generally have all rights
of a shareholder with respect to the Restricted Shares from the date of grant,
including, without limitation, the right to receive dividends with respect to
such Restricted Shares and the right to vote such Restricted Shares, but
subject, however, to those restrictions in this agreement or in the Plan.
8. Withholding Tax. The Company shall have the right to require the
Grantee to pay to the Company the amount of any taxes which the Company is
required to withhold with respect to the Restricted Shares (including the
amount of any taxes which the Company is required to withhold with
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respect to dividends on the Restricted Shares) or, in lieu thereof, to retain,
or sell without notice, a sufficient number of Restricted Shares to cover the
amount required to be withheld.
9. Law/Venue. This agreement shall be 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. In addition, all
legal actions or proceedings relating to this agreement shall be brought in
state or federal courts located in Franklin County, Ohio, and the parties
executing this agreement hereby consent to personal jurisdiction of such
courts. Any provision of this agreement 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 that comes closest to the
business objectives intended by such provision, without invalidating or
rendering unenforceable the remaining provisions of this agreement.
10. Prompt Acceptance of Agreement. The Restricted Shares grant
evidenced by this agreement shall, at the discretion of the Committee, be
forfeited if this agreement is not executed by the Grantee and returned to the
Company within forty-five days of the Grant Date set forth below.
CARDINAL HEALTH, INC.
DATE OF GRANT: By:
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George H. Bennett, Jr.
Executive Vice President
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ACCEPTANCE OF AGREEMENT
The Grantee hereby: (a) acknowledges that he has received a copy of
the Plan, a copy of the Company's most recent Annual Report and other
communications routinely distributed to the Company's shareholders, and a copy
of the Plan Description dated February 12, 1997, pertaining to the Plan; (b)
accepts this Agreement and the Restricted Shares granted to him under this
Agreement subject to all provisions of the Plan and this Agreement; (c)
represents and warrants to the Company that he is purchasing the Restricted
Shares for his own account, for investment, and not with a view to or any
present intention of selling or distributing the Restricted Shares either now
or at any specific or determinable future time or period or upon the occurrence
or nonoccurrence of any predetermined or reasonably foreseeable event; and (d)
agrees that no transfer of the Restricted Shares shall be made unless the
Restricted Shares have been duly registered under all applicable Federal and
state securities laws pursuant to a then-effective registration which
contemplates the proposed transfer or unless the Company has received a written
opinion of, or satisfactory to, its legal counsel that the proposed transfer is
exempt from such registration:
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Grantee's Signature
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Grantee's Social Security Number
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Date