CARDINAL HEALTH INC
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>l10986aexv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                   Exhibit 10.01

                              CARDINAL HEALTH, INC.
                            MANAGEMENT INCENTIVE PLAN

1.    PURPOSE. The purpose of the Cardinal Health, Inc. Management Incentive
Plan (the "Plan") is to advance the interests of Cardinal Health, Inc. and its
shareholders by providing certain of its key executives with incentive
compensation which is tied to the achievement of pre-established and objective
performance goals. The Plan is intended to provide participants with incentive
compensation which is not subject to the deduction limitation rules prescribed
under Section 162(m) of the Internal Revenue Code of 1986, as amended from time
to time (the "Code"), and should be construed to the extent possible as
providing for remuneration which is performance-based compensation within the
meaning of Section 162(m) of the Code and the regulations promulgated
thereunder. The Plan, formerly known as the Performance - Based Incentive
Compensation Plan, was amended on August 4, 2004.

2.    DEFINITIONS. Whenever used herein, the following terms shall have their
respective meanings set forth below:

      a. "Award" means the amount payable to a Participant in accordance with
Section 6 of the Plan.

      b. "Committee" means the Human Resources and Compensation Committee (the
"Committee") of the Board of Directors of Cardinal Health, Inc. The Committee
shall be comprised of two or more "outside directors" as that term is defined in
Section 162(m) of the Code and the regulations promulgated thereunder, as
amended from time to time.

      c. "Company" means Cardinal Health, Inc. and its subsidiaries.

      d. "Effective Date" means the date set forth in Section 9(a) of the Plan.

      e. "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

      f. "Participant" means an individual eligible to participate hereunder, as
determined by the Committee, each of whom shall be an executive officer of the
Company.

      g. "Performance Period" means any time period established by the
Committee, but in no event including any period beyond the end of the fiscal
year with respect to which the attainment of Performance Goal(s) relating to an
Award will be determined.

      h. "Performance Goal" means any performance goal determined by the
Committee in accordance with Section 5 of the Plan.

      i. "Target Award" means the amount of any Award as established by the
Committee that would be payable to a Participant for any Performance Period if
the Performance Goals for

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the Performance Period were fully (100%) achieved and no negative discretion was
exercised by the Committee in regard to that Award pursuant to the last sentence
of Section 6.

3.    ADMINISTRATION. The Plan shall be administered by the Committee. Subject
to the provisions of the Plan, the Committee will have full authority to
interpret the Plan, to establish and amend rules and regulations relating to it,
to determine the terms and provisions for making Awards and to make all other
determinations necessary or advisable for the administration of the Plan. All
decisions made by the Committee pursuant to the provisions hereof shall be made
in the Committee's sole discretion and shall be final and binding on all
persons.

4.    ELIGIBILITY. The Committee shall designate the Participants eligible to
receive Awards for each Performance Period and establish the Performance Goals
applicable to each Participant for each Performance Period. An individual who
becomes eligible to participate in the Plan during the Performance Period may be
approved by the Committee for a partial period of participation. In such case,
the Participant's Target Award and Award will be based upon performance during
the portion of the Performance Period during which the Participant participates
in the Plan, and the amount of the Target Award will be pro-rated based on the
percentage of time the Participant participates in the Plan during the
Performance Period.

5.    ESTABLISHMENT OF TARGET AWARDS, PERFORMANCE PERIODS AND PERFORMANCE GOALS.
For each Performance Period established by the Committee, the Committee shall
establish a Target Award for each Participant. Awards shall be earned based upon
the financial performance of the Company or one or more operating groups of the
Company during a Performance Period; provided, however, the maximum Award that
may be paid to any single Participant for any Performance Period is $7,500,000,
such maximum Award amount to be pro-rated if the Performance Period is less than
a full fiscal year. As to each Performance Period, within such time as
established by Section 162(m) of the Code, the Committee will establish in
writing Performance Goals based on one or more of the following performance
measures of the Company (and/or one or more operating groups of the Company, if
applicable) over the Performance Period: (i) cash flow; (ii) earnings (including
gross margin, earnings before interest and taxes, earnings before taxes, and net
earnings); (iii) earnings per share; (iv) growth in earnings or earnings per
share; (v) stock price; (vi) return on equity or average shareholders' equity;
(vii) total shareholder return; (viii) return on capital; (ix) return on assets
or net assets; (x) return on investment; (xi) revenue; (xii) income or net
income; (xiii) operating income or net operating income; (xiv) operating profit
or net operating profit (whether before or after taxes); (xv) operating margin;
(xvi) return on operating revenue; (xvii) market share; (xviii) contract awards
or backlog; (xix) overhead or other expense reduction; (xx) growth in
shareholder value relative to the moving average of the S&P 500 Index or a peer
group index; (xxi) credit rating; (xxii) strategic plan development and
implementation; (xxiii) improvement in workforce diversity; (xxiv) customer
satisfaction; (xxv) employee satisfaction; (xxvi) management succession plan
development and implementation; and (xxvii) employee retention. Except as
otherwise provided herein, the extent to which the Performance Goals are
satisfied will determine the amount of the Award, if any, that will be earned by
each Participant. The Performance Goals may vary for different Performance
Periods and need not be the same for each Participant eligible for an Award for
a Performance Period.

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6.    EARNING OF AWARDS. At the end of each Performance Period, the Award will
be computed for each Participant. Payment of Awards, if any, will be made in
cash, subject to applicable tax withholding. Prior to payment of any Award, the
Committee shall certify in writing the extent to which the established
Performance Goals have been achieved. If the Performance Goals are not satisfied
to the fullest extent, a recipient may earn less than the full Target Award or
no Award at all. In addition, the Committee may in its sole discretion reduce
individual Awards otherwise payable pursuant to the Performance Goals.

7.    TERMINATION OF EMPLOYMENT. In the event the employment of a Participant is
terminated by reason of death or disability during a Performance Period, unless
determined otherwise by the Committee, the Participant or his legal
representative, as applicable, shall receive a prorated payout with respect to
the Award relating to such Performance Period. The prorated payout shall be
based upon the length of time that the Participant was employed by the Company
during the Performance Period and the progress toward achievement of the
established Performance Goal(s) during the portion of the Performance Period
during which the Participant was employed by the Company. Payment of the Award,
if any, shall be made at the same time payments are made to Participants who did
not terminate employment during the applicable Performance Period. In the event
of a Participant's termination of employment by the Company for any other reason
prior to the end of the Performance Period with respect to an Award, the
Participant shall not be entitled to any payment with respect to such Award.

8.    AMENDMENT AND TERMINATION. The Committee may amend, modify or terminate
the Plan at any time and from time to time. Shareholder approval of such actions
will be required only as required by applicable law. Notwithstanding the
foregoing, no amendment, modification or termination shall affect the payment of
an Award for a Performance Period that has already ended or increase the amount
of any Award.

9.    GENERAL PROVISIONS.

      a. Effective Date. The Plan shall become effective as of July 1, 1996,
subject to its approval by the shareholders of Cardinal Health, Inc.

      b. Non-Transferability. Any interest of any Participant under the Plan may
not be sold, transferred, alienated, assigned or encumbered, other than by will
or pursuant to the laws of descent and distribution, and any attempt to take any
such action shall be null and void.

      c. Severability. In the event any provision of the Plan is held to be
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions of the Plan, and the Plan shall be construed and
enforced as if such illegal or invalid provisions had never been contained in
the Plan.

      d. Additional Arrangements. Nothing contained in this Plan shall prevent
the Company from adopting other or additional compensation arrangements for any
Participant.

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      e. No Right to Award or Employment; Uniformity. No person shall have any
claim or right to be granted an Award under this Plan and the grant of an Award
shall not confer upon any Participant any right to be retained as an employee of
Cardinal Health, Inc. or any of its subsidiaries, nor shall it interfere in any
way with the right of Cardinal Health, Inc. or any subsidiary to terminate the
employment of any Participant at any time or to increase or decrease the
compensation of any Participant. There is no obligation for uniformity of
treatment of Participants.

      f. Tax Withholding. The Company shall have the right to withhold or
require Participants to pay the Company the amount of any taxes which the
Company is required to withhold with respect to such Award.

      g. Beneficiaries. The Committee may establish such procedures as it deems
appropriate for a participant to designate a beneficiary to whom any amounts
payable in the event of the Participant's death are to be paid. If no
beneficiary is designated, the right of the Participant to receive any payment
under this Plan will pass to the Participant's estate.

      h. Laws Governing. The Plan and all Awards made and action taken hereunder
shall be governed by and construed in accordance with the laws of the State of
Ohio, except to the extent superseded by federal law.

      i. Government Regulation. Notwithstanding any provisions of the Plan or
any agreement made pursuant to the Plan, the Company's obligations under the
Plan and such agreement shall be subject to all applicable laws, rules and
regulations and to such approvals as may be required by any governmental or
regulatory agencies.

      j. Unfunded Status of Plan. The Plan is intended to constitute an unfunded
plan for incentive compensation. With respect to any payments not yet made by
the Company to a Participant or beneficiary, nothing contained herein shall give
any such Participant or beneficiary any rights that are greater than those of a
general creditor of the Company.

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