CARDINAL HEALTH INC
EX-10.06 RESTRICTED SHARE UNITS AGREEMENT 12/31/01
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<TYPE>EX-10.06
<SEQUENCE>8
<FILENAME>l92629aex10-06.txt
<DESCRIPTION>EX-10.06 RESTRICTED SHARE UNITS AGREEMENT 12/31/01
<TEXT>
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                                                                   EXHIBIT 10.06

                   FORM OF RESTRICTED SHARE UNITS AGREEMENT
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Cardinal Health, Inc., an Ohio corporation (the "Company"), on February 9, 2000,
granted to ____________________ (the "Executive") ________ (which as of the date
of this Agreement have been split adjusted to equal _________) Common Shares in
the Company (the "Restricted Shares"). The Company and Executive desire to
cancel the Restricted Shares and grant to Executive _________ 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
Agreement of the Executive and the Company, dated as of February 9, 2000 (the
"Agreement"), and any reference to "this Agreement" herein includes this
Restricted Share Units Agreement and the 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 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 prior to the Vesting Date by the Company without Cause
(within the meaning of Section 3 of the Agreement), the Restricted Share Units
shall nevertheless vest on the Vesting Date unless the Executive has violated
any of the provisions of Section 4 of the 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 4 of the 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 4 of the 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 4 of the Agreement, the Executive is subject to being
required to pay the Clawback Amount to the Company, as more fully set forth in
Section 4(h) of the Agreement. No provision of this Agreement shall diminish,
negate, or otherwise affect any separate noncompete agreement to which the
Executive may be a party.




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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 of this Restricted Share Units Agreement and in Section 4 of
the Agreement are reasonable in nature, are fundamental for the protection of
the Cardinal Group's legitimate business and



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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:
                                                ------------------------------
                                            Title:
                                                  ----------------------------





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                             ACCEPTANCE OF AGREEMENT
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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.




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                                 Executive's Signature




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                                 Executive's Social Security Number











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