CARDINAL HEALTH INC
EX-10.07 RESTRICTED SHARE UNITS AGREEMENT-FOTIADES
<DOCUMENT>
<TYPE>EX-10.07
<SEQUENCE>9
<FILENAME>l92629aex10-07.txt
<DESCRIPTION>EX-10.07 RESTRICTED SHARE UNITS AGREEMENT-FOTIADES
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.07




                        RESTRICTED SHARE UNITS AGREEMENT
                        --------------------------------

                  Cardinal Health, Inc., an Ohio corporation (the "Company"), on
February 9, 2000, granted to George L. Fotiades (the "Executive") 17,575 (which
as of the date of this Agreement have been split adjusted to equal 26,362)
Common Shares in the Company (the "Restricted Shares"). The Company and
Executive desire to cancel the Restricted Shares and grant to Executive 26,362
Restricted Share Units (the "Restricted Share Units" or "Award") representing an
unfunded, unsecured promise of the Company to deliver Common Shares to the
Executive as set forth herein. The Restricted Shares are thus hereby cancelled
and forfeited. The Restricted Share Units are being granted pursuant to the
Cardinal Health, Inc. Amended and Restated Equity Incentive Plan, as amended
(the "Plan"). The Restricted Share Units are subject to all provisions of the
Plan, which are hereby incorporated herein by reference, and shall be subject to
the provisions of this Agreement. This Agreement also hereby incorporates by
reference the Employment Agreement of the Executive and the Company, dated as of
February 9, 2000 (the "Employment Agreement"), and any reference to "this
Agreement" herein includes this Restricted Share Units Agreement and the
Employment Agreement. Any capitalized terms used in this Restricted Share Units
Agreement that are not specifically defined herein shall have the meanings
ascribed to such terms in the Employment Agreement.

1. VESTING. Except as otherwise provided in this Agreement, 100% of the
Restricted Share Units shall vest on February 9, 2002 (which date shall be the
"Vesting Date").

2. PURCHASE PRICE. The purchase price of the Restricted Share Units shall be
$0.00.

3. TRANSFERABILITY. The Restricted Share Units shall not be transferable.

4. TERMINATION OF SERVICE. If the Executive's employment with the Cardinal Group
terminates prior to the Vesting Date, all of the Restricted Share Units shall be
forfeited. Notwithstanding the foregoing, if the Executive's employment with the
Company is terminated before the end of the Employment Period by the Company
without Cause or before the end of the Full-Time Period by the Executive for
Good Reason, the Restricted Share Units shall nevertheless vest on the Vesting
Date unless the Executive has violated any of the provisions of Section 5 of the
Employment Agreement. If the Executive's employment with the Company terminates
prior to the vesting of the Restricted Share Units by reason of the Executive's
death or Incapacity, then the restrictions with respect to a ratable portion of
the Restricted Share Units shall lapse and such shares shall not be forfeited,
unless the Executive has violated any of the provisions of Section 5 of the
Employment Agreement. Such ratable portion shall be an amount equal to the
number of Restricted Share Units multiplied by the portion of the period between
February 9, 2000 and the second anniversary thereof that has expired at the date
of the Executive's death or Incapacity.

5. SPECIAL FORFEITURE/CLAWBACK RULES. Notwithstanding the foregoing, if at any
time prior to the Vesting Date, the Executive violates any of the provisions of
Section 5 of the Employment Agreement, the Restricted Share Units shall be
forfeited by the Executive. In addition, if at any time the Executive violates
any of the provisions of Section 5 of the Employment Agreement, the Executive is
subject to being required to pay the Clawback Amount to the Company, as more
fully set forth in Section 5(h) of the Employment Agreement. No provision of
this Agreement


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shall diminish, negate, or otherwise affect any separate noncompete agreement to
which the Executive may be a party. The Executive acknowledges and agrees that
the provisions contained in this item 5 are being made for the benefit of the
Cardinal Group in consideration of the Executive's receipt of the Restricted
Share Units, in consideration of employment, in consideration of exposing the
Executive to the Cardinal Group's business operations and confidential
information, and for other good and valuable consideration, the adequacy of
which consideration is hereby expressly confirmed. The Executive further
acknowledges that the receipt of the Restricted Share Units and execution of
this Agreement are voluntary actions on the part of the Executive, and that the
Company is unwilling to provide the Restricted Share Units to the Executive
without their being subject to this item 5.

6. PAYMENT. On the one year anniversary of the first date on which the Executive
would not be a reporting person pursuant to Section 16 of the Securities
Exchange Act, as amended, or on such earlier date as may be approved by the
Chairman of the Company as to all or any portion of the Restricted Share Units,
the Executive shall be entitled to receive from the Company (without any payment
on behalf of the Executive) the Company Common Shares represented by this Award.

7. DIVIDENDS. The Executive shall not receive cash dividends on the Restricted
Share Units but instead shall receive a cash payment from the Company on each
cash dividend payment date of the Company in an amount equal to the dividends
that would have been paid on the Company Common Shares represented by the
Restricted Share Unit.

8. RIGHT OF SET-OFF. By accepting these Restricted Share Units, the Executive
consents to a deduction from and set-off against any amounts owed to the
Executive by the Cardinal Group from time to time (including but not limited to
amounts owed to the Executive as wages, severance payments, or other fringe
benefits) to the extent of the amounts so owed.

9. NO SHAREHOLDER RIGHTS. The Executive shall have no rights of a shareholder
with respect to the Restricted Share Units, including, without limitation, the
Executive shall not have the right to vote the Common Shares represented by the
Restricted Share Units.

10. WITHHOLDING TAX. The Company shall have the right to require the Executive
to pay to the Company the amount of any taxes which the Company is required to
withhold with respect to the Restricted Share Units or, in lieu thereof, to
withhold a sufficient amount of Common Shares underlying the Restricted Share
Units to cover the amount required to be withheld. In the case of any amounts
withheld for taxes pursuant to this provision in the form of Common Shares, the
amount withheld shall not exceed the minimum required by applicable law and
regulation. The Company shall also have the right to facilitate withholding by
any other method permitted by the Plan.

11. GOVERNING 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 Restricted Share Units Agreement
shall be brought in state or federal courts located in Franklin County, Ohio,
and the parties executing this Agreement hereby consent to the personal
jurisdiction of such courts. The Executive acknowledges that the covenants
contained in item 5



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of this Restricted Share Units Agreement and in Section 5 of the Employment
Agreement are reasonable in nature, are fundamental for the protection of the
Cardinal Group's legitimate business and proprietary interests, and do not
adversely affect the Executive's ability to earn a living in any capacity that
does not violate such covenants. The parties further agree that, in the event of
any violation by the Executive of any such covenants, the Cardinal Group will
suffer immediate and irreparable injury for which there is no adequate remedy at
law. In the event of any violation or attempted violations of such covenants,
the Cardinal Group shall be entitled to specific performance and injunctive
relief or other equitable relief without any showing of irreparable harm or
damage, and the Executive hereby waives any requirement for the securing or
posting of any bond in connection with such remedy, without prejudice to the
rights and remedies afforded the Cardinal Group hereunder or by law. In the
event that it becomes necessary for the Cardinal Group to institute legal
proceedings under this Agreement, the Executive shall be responsible to the
Cardinal Group for all costs and reasonable legal fees incurred by the Cardinal
Group with regard to such proceedings. Any provision of this Agreement that 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 provision,
without invalidating or rendering unenforceable the remaining provisions of this
Agreement.



                                              CARDINAL HEALTH, INC.

DATE OF AGREEMENT:  December  31, 2001        By:  /s/ Paul S. Williams
                                                  -----------------------------

                                              Title:   Executive Vice President
                                                      -------------------------




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                             ACCEPTANCE OF AGREEMENT
                             -----------------------




The Executive 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 August 8, 2001 pertaining to the Plan; (b) accepts this
Agreement and the Restricted Share Units 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 Share Units for his
own account, for investment, and not with a view to or any present intention of
selling or distributing the Restricted Share Units 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 Common Shares delivered in respect of the Restricted Share Units
shall be made unless the Common 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.



                                    /s/ George L. Fotiades
                                    -------------------------------------------
                                    Executive's Signature




                                    -------------------------------------------
                                    Executive's Social Security Number








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