CARDINAL HEALTH INC
EX-10.02
<DOCUMENT>
<TYPE>EX-10.02
<SEQUENCE>4
<FILENAME>l05502aexv10w02.txt
<DESCRIPTION>EX-10.02
<TEXT>
<PAGE>
                                                                 Exhibit 10.02


                              EMPLOYMENT AGREEMENT


         THIS AGREEMENT, effective as of February 1, 2004 (the "Effective Date")
is made and entered into by and between Cardinal Health, Inc., an Ohio
corporation (the "Company"), and George L. Fotiades (the "Executive").

         WHEREAS, the Company and the Executive are parties to that certain
Employment Agreement dated as of November 13, 2002 (the "Prior Agreement"); and

         WHEREAS, the Company and the Executive desire to set forth in a written
agreement the terms and conditions under which the Executive will render
services to the Company that will replace and supercede the Prior Agreement from
and after the Effective Date.

         NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, agree as follows:

         1. EMPLOYMENT PERIOD. The Company shall employ, or shall cause one of
its subsidiaries or affiliates to employ, the Executive, and the Executive shall
serve the Company, on the terms and conditions set forth in this Agreement,
during the three-year period beginning on the Effective Date and ending on the
third (3rd) anniversary of the Effective Date, unless prior to such date the
employment of the Executive is terminated in accordance with Section 4 of this
Agreement (such period, the "Employment Period"). For purposes of this
Agreement, any reference to the "Company" shall mean, where appropriate, the
actual Cardinal subsidiary or affiliate that employs the Executive. The
Employment Period may be extended by mutual written agreement of the parties.
The parties hereto agree and acknowledge that the Prior Agreement is and shall
be considered terminated and superceded by this Agreement from and after the
Effective Date.

         2. POSITION AND DUTIES. (a) During the Employment Period, the Executive
shall serve as President and Chief Operating Officer of the Company, with the
duties and responsibilities customarily assigned to such position, and such
other duties and responsibilities as the Chief Executive Officer of the Company
shall from time to time assign to the Executive.

         (b) During the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled under the practices and
policies of the Company as in effect from time to time, the Executive shall
devote the Executive's full business attention and time to the business and
affairs of the Company, and shall use the Executive's reasonable best efforts to
carry out such responsibilities faithfully and efficiently. It shall not be
considered a violation of the foregoing for the Executive to (A) serve on
corporate boards or committees with the prior consent of the Chief Executive
Officer of the Company, (B) serve on civic or charitable boards or committees,
(C) deliver lectures, fulfill speaking




<PAGE>
engagements or teach at educational institutions and (D) manage personal
investments, so long as such activities do not materially interfere with the
performance of the Executive's responsibilities as an employee of the Company in
accordance with this Agreement or violation the provisions of Section 5 of this
Agreement.

         (c) As of the Effective Date, the Executive's services shall be
performed primarily at the Company's offices located in Dublin, Ohio. Promptly
following the Effective Date, the Executive will establish and maintain his
primary residence in the Central Ohio area and will, at a mutually agreed time
(which the parties intend to be as soon as practicable), relocate his family and
possessions to such primary residence.

         3. COMPENSATION. (a) SALARY. During the Employment Period, as
compensation for the Executive's services hereunder, the Company shall pay to
the Executive an annual base salary (the "Base Salary") at the rate of not less
than $725,000, payable at such times and intervals as the Company customarily
pays the base salaries of its other executive employees; provided that the Base
Salary may be reduced as part of a reduction that applies proportionately to all
employees who are otherwise similar to the Executive with respect to amount of
compensation and level of managerial responsibility before such reduction.

         (b) ANNUAL BONUS. In addition to the Base Salary, during the Employment
Period the Executive shall be eligible to receive an annual bonus (an "Annual
Bonus") determined and paid at the sole discretion of the Company pursuant to
the terms and conditions of the Company bonus plan for which the Executive is
then eligible, as such plan is in effect from time to time, or any successor
thereto (the "Bonus Plan"). The parties hereto agree and acknowledge that the
Executive's Annual Bonus target under this Agreement shall be equal to one
hundred and sixty percent (160%) of the Base Salary.

         (c) OPTION GRANT. As of February 1, 2004, the Company shall grant the
Executive an option to purchase 225,000 common shares, without par value, of the
Company (the "2004 Option") pursuant to the terms and conditions set forth in
the Nonqualified Stock Option Agreement attached to this Agreement as Exhibit A
(the "2004 Option Agreement"). The Executive acknowledges and agrees that he
will not be eligible to receive annual grants of options to purchase common
shares of the Company during the Company's fiscal 2004 and 2005 years, unless
any such grant is authorized by the Human Resources and Compensation Committee
of the Board of Directors of the Company. Beginning in the Company's fiscal year
2006, the Executive will be eligible to participate in the Company's annual
grant of options pursuant to the Company's then-standard practice for providing
such grants to senior executives of the Company.

         (d) EMPLOYEE BENEFITS. During the Employment Period, the Executive
shall be entitled to receive employee benefits (including, without limitation,
medical, life insurance and other welfare benefits and benefits under retirement
and savings plans) and vacation to the same extent as, and on the same terms and
conditions as, other similarly situated executives of the Company from time to
time.

                                      -2-
<PAGE>

         (e) EXPENSES. The Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Executive during the
Employment Period in carrying out the Executive's duties under this Agreement,
provided that the Executive complies with the policies, practices and procedures
of the Company then applicable to the Executive for submission of expense
reports, receipts, or similar documentation of such expenses.

         (f) RELOCATION BENEFITS. The Company shall provide the Executive with
relocation benefits in connection with the relocation referenced in Section 2(c)
of this Agreement. Such relocation benefits shall be provided pursuant to the
Company's standard relocation policy for similarly situated executives.

         4. EMPLOYMENT TERMINATION. (a) TERMINATION BY THE COMPANY. During the
Employment Period, the Executive's employment may be terminated by the Company
under any of the following circumstances: (i) upon the inability of the
Executive to perform the essential functions of his position with or without
reasonable accommodation, which inability continues for a consecutive period of
120 days or longer or an aggregate period of 180 days or longer ("Incapacity"),
in either instance during the Employment Period; (ii) for "Cause," defined as
(A) any willful or grossly negligent conduct by Executive that demonstrably and
materially injures the Company; (B) any act by the Executive of fraud or
intentional misrepresentation or embezzlement, misappropriation or conversion of
assets of the Company or any subsidiary; (C) the Executive being convicted of,
confessing to, or becoming the subject of proceedings that provide a reasonable
basis for the Company to believe the Executive has engaged in, a felony or any
crime involving dishonesty or moral turpitude; (D) the Executive's intentional
and repeated violation of the written policies or procedures of the Company; (E)
the Executive violating any provision of Section 5 of this Agreement; or (F) the
Executive's willful and continued failure for a significant period of time to
perform Executive's duties; and (iii) for any other reason (a termination
without "Cause"). The Company shall give the Executive notice of termination
specifying which of the foregoing provisions is applicable and (in the case of
clause (i) or (ii)) the factual basis therefor, and the termination shall be
effective upon the 30th day after such notice is given (hereinafter, the date on
which the Executive ceases to be an employee of the Company for any reason
(including, without limitation, by action of the Executive), whether or not
during the Employment Period, is referred to as the "Date of Termination").

         (b) TERMINATION BY THE EXECUTIVE. The Executive may terminate his
employment during the Employment Period for any reason upon 30 days advanced
written notice to the Company.

         (c) CONSEQUENCES OF TERMINATION BY THE COMPANY WITHOUT CAUSE. (i) If
the Executive is terminated by the Company without Cause during the Employment
Period, or, (ii) if, in the event of the expiration of the Employment Period,
the Executive continues employment with the Company beyond the date of the
expiration of the Employment Period (hereinafter defined as the Executive's
period of "Employment Continuation"), and under


                                      -3-
<PAGE>

such circumstances the Executive is terminated without Cause during the
Executive's Employment Continuation and prior to the fifth anniversary of the
Effective Date, then in either case, the Executive shall not be entitled to any
further compensation or benefits provided for under this Agreement except as
provided in (x) the 2004 Option Agreement, (y) the option award agreement dated
November 18, 2002 and attached as Exhibit A to the Prior Agreement (the "2002
Option Agreement"), and (z) the following sentence. Under such circumstance, the
Company shall:

                  (i) pay to the Executive an amount equal to two times the sum
of (x) the Executive's Base Salary, at the rate in effect on the day immediately
prior to the Date of Termination and (y) the Executive's Annual Bonus target for
the fiscal year of the Company in which the Date of Termination occurs, such
amount to be paid monthly in equal installments over the twenty-four (24) month
period immediately following the Date of Termination; and

                  (ii) provide the vested benefits, if any, required to be paid
or provided by law.

For the avoidance of doubt, in the event of the Executive's termination without
Cause during the Executive's Employment Continuation, the Executive shall only
receive severance benefits pursuant to this Section 4(c) if he does not receive
severance benefits upon or after the expiration of the Employment Period under
this Agreement or otherwise. In addition, notwithstanding anything in the 2004
Option Agreement to the contrary, in the event that the Company terminates the
Executive without Cause during the Employment Period following a change in
corporate structure or personnel of the Company (or similar event) which results
in the Executive ceasing to report directly to Robert D. Walter prior to such
termination, the entire 2004 Option shall vest and become exercisable on the
Vesting Date set forth on page 1 of the 2004 Option Agreement, and shall remain
exercisable thereafter for the remainder of the term of the 2004 Option.
Notwithstanding the foregoing, the Company's obligations to the Executive under
this Section 4(c) shall immediately terminate, and the Executive shall not be
entitled to any further compensation or benefits provided for under this
Agreement, the 2004 Option Agreement, or the 2002 Option Agreement in the event
that the Executive violates any of the provisions of Section 5 of this
Agreement.

         (d) OTHER EMPLOYMENT TERMINATIONS. If, during the Employment Period,
the Executive's employment is terminated for any reason other than by the
Company without Cause, including, without limitation, termination by the
Executive, the Executive's retirement, Incapacity, death, or termination by the
Company for Cause (subject only to Section 4(e) of this Agreement), the
Executive shall not be entitled to any compensation provided for under this
Agreement, other than (i) the Base Salary through the Date of Termination; (ii)
benefits under any long-term disability insurance coverage in the case of
termination because of Incapacity; (iii) vested benefits, if any, required to be
paid or provided by law; and (iv) the benefits, if any, provided for under the
Executive's then-outstanding equity incentive awards, including the 2004 Option
Agreement and the 2002 Option Agreement.


                                      -4-
<PAGE>

         (e) TERMINATION AFTER A CHANGE OF CONTROL. In the event that during the
Employment Period, or during the Executive's Employment Continuation but prior
to the fifth anniversary of the Effective Date (i) the Executive's employment is
terminated by the Company within one year after a "Change of Control" (as
defined in the Cardinal Health, Inc. Amended and Restated Equity Incentive Plan,
as amended from time to time, or any successor plan thereto) for any reason
other than because of the Executive's death, retirement, Incapacity or by the
Company for Cause, or (ii) the Executive has experienced a material diminution
of his duties under Section 2(a) of this Agreement, other than actions that are
not taken in bad faith and are remedied by the Company within ten business days
after receipt of written notice thereof from the Executive, and as a result the
Executive terminates his employment within one year after a Change of Control
(as so defined), then the Company shall pay to the Executive the severance
payments and benefits as set forth in Section 4(c) of this Agreement.

         5. COVENANTS. (a) INTRODUCTION. The parties acknowledge that the
provisions and covenants contained in this Section 5 are ancillary and material
to this Agreement, the 2004 Option Agreement, and the 2002 Option Agreement and
that the limitations contained herein are reasonable in geographic and temporal
scope and do not impose a greater restriction or restraint than is necessary to
protect the goodwill and other legitimate business interests of the Company. The
parties also acknowledge and agree that the provisions of this Section 5 do not
adversely affect the Executive's ability to earn a living in any capacity that
does not violate the covenants contained herein. The parties further acknowledge
and agree that the provisions of Section 11(a) below are accurate and necessary
because (i) this Agreement is entered into in the State of Ohio, (ii) Ohio has a
substantial relationship to the parties and to this transaction, (iii) Ohio is
the headquarters state of the Company, which has operations nationwide and has a
compelling interest in having its employees treated uniformly within the United
States, (iv) the use of Ohio law provides certainty to the parties in any
covenant litigation in the United States, and (v) enforcement of the provision
of this Section 5 would not violate any fundamental public policy of Ohio or any
other jurisdiction.

         (b) CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary
capacity for the benefit of the Company and all of its subsidiaries,
partnerships, joint ventures, limited liability companies, and other affiliates
(collectively, the "Cardinal Group"), all secret or confidential information,
knowledge or data relating to the Cardinal Group and its businesses (including,
without limitation, any proprietary and not publicly available information
concerning any processes, methods, trade secrets, research, secret data, costs,
names of users or purchasers of their respective products or services, business
methods, operating procedures or programs or methods of promotion and sale) that
the Executive has obtained or obtains during the Executive's employment by the
Cardinal Group and that is not public knowledge (other than as a result of the
Executive's violation of this Section 5(b)) ("Confidential Information"). For
the purposes of this Section 5(b), information shall not be deemed to be
publicly available merely because it is embraced by general disclosures or
because individual features or combinations thereof are publicly available. The
Executive shall not communicate, divulge or disseminate Confidential Information
at any time during or after the


                                      -5-
<PAGE>

Executive's employment with the Cardinal Group, except with the prior written
consent of the Cardinal Group, as applicable, or as otherwise required by law or
legal process. All records, files, memoranda, reports, customer lists, drawings,
plans, documents and the like that the Executive uses, prepares or comes into
contact with during the course of the Executive's employment shall remain the
sole property of the Company and/or the Cardinal Group, as applicable, and shall
be turned over to the applicable Cardinal Group company upon termination of the
Executive's employment.


         (c) NON-RECRUITMENT OF EMPLOYER'S EMPLOYEES, ETC. Executive shall not,
at any time during the Restricted Period (as defined in this Section 5(c)),
without the prior written consent of Cardinal Health, Inc., directly or
indirectly, contact, solicit, recruit, or employ (whether as an employee,
officer, director, agent, consultant or independent contractor) any person who
was or is at any time during the previous twenty four months an employee,
representative, officer or director of the Cardinal Group. Further, during the
Restricted Period, Executive shall not take any action that could reasonably be
expected to have the effect of encouraging or inducing any employee,
representative, officer or director of the Cardinal Group to cease their
relationship with the Cardinal Group for any reason. This provision does not
apply to recruitment of employees within or for the Cardinal Group. The
"Restricted Period" means the period of Executive's employment with the Cardinal
Group and the additional period that ends 24 months after the Executive's Date
of Termination.

         (d) NO COMPETITION--SOLICITATION OF BUSINESS. During the Restricted
Period, the Executive shall not (either directly or indirectly or as an officer,
agent, employee, partner or director of any other company, partnership or
entity) solicit, service, or accept on behalf of any competitor of the Cardinal
Group the business of (i) any customer of the Cardinal Group at the time of the
Executive's employment or Date of Termination, or (ii) potential customer of the
Cardinal Group which the Executive knew to be an identified, prospective
purchaser of services or products of the Cardinal Group.

         (e) NO COMPETITION--EMPLOYMENT BY COMPETITOR. During the Restricted
Period, the Executive shall not invest in (other than in a publicly traded
company with a maximum investment of no more than 1% of outstanding shares),
counsel, advise, or be otherwise engaged or employed by, any entity or
enterprise that competes with the Cardinal Group, by developing, manufacturing
or selling any product or service of a type, respectively, developed,
manufactured or sold by the Cardinal Group.

         (f) NO DISPARAGEMENT. (i) The Executive shall at all times refrain from
taking actions or making statements, written or oral, that (A) denigrate,
disparage or defame the goodwill or reputation of the Cardinal Group or any of
its trustees, officers, security holders, partners, agents or former or current
employees and directors, or (B) are intended to, or may be reasonably expected
to, adversely affect the morale of the employees of the Cardinal Group. The
Executive further agrees not to make any negative statements to third parties
relating to the Executive's employment or any aspect of the businesses of the
Cardinal Group and not to make any statements to third parties about the
circumstances of the termination of


                                      -6-
<PAGE>

the Executive's employment, or about the Cardinal Group or its trustees,
officers, security holders, partners, agents or former or current employees and
directors, except as may be required by a court or governmental body.

                  (ii) The Executive further agrees that, following termination
of employment for any reason, the Executive shall assist and cooperate with the
Company with regard to any matter or project in which the Executive was involved
during the Executive's employment with the Company, including but not limited to
any litigation that may be pending or arise after such termination of
employment. Further, the Executive agrees to notify the Company at the earliest
opportunity of any contact that is made by any third parties concerning any such
matter or project. The Company shall not unreasonably request such cooperation
of Executive and shall compensate the Executive for any lost wages or expenses
associated with such cooperation and assistance.

         (g) INVENTIONS. All plans, discoveries and improvements, whether
patentable or unpatentable, made or devised by the Executive, whether alone or
jointly with others, from the date of the Executive's initial employment by the
Company and continuing until the end of the Employment Period and any subsequent
period when the Executive is employed by the Cardinal Group, relating or
pertaining in any way to the Executive's employment with or the business of the
Cardinal Group, shall be promptly disclosed in writing to the Chief Executive
Officer and are hereby transferred to and shall redound to the benefit of the
Company, and shall become and remain its sole and exclusive property. The
Executive agrees to execute any assignments to the Company or its nominee, of
the Executive's entire right, title and interest in and to any such discoveries
and improvements and to execute any other instruments and documents requisite or
desirable in applying for and obtaining patents, trademarks or copyrights, at
the expense of the Company, with respect thereto in the United States and in all
foreign countries, that may be required by the Company. The Executive further
agrees, during and after the Employment Period, to cooperate to the extent and
in the manner required by the Company, in the prosecution or defense of any
patent or copyright claims or any litigation, or other proceeding involving any
trade secrets, processes, discoveries or improvements covered by this Agreement,
but all necessary expenses thereof shall be paid by the Company.

         (h) ACKNOWLEDGMENT AND ENFORCEMENT. (i) The Executive acknowledges and
agrees that: (A) the purpose of the foregoing covenants, including without
limitation the noncompetition covenants of Sections 5(d) and (e), is to protect
the goodwill, trade secrets and other Confidential Information of the Company;
(B) because of the nature of the business in which the Cardinal Group is engaged
and because of the nature of the Confidential Information to which the Executive
has access, the Company would suffer irreparable harm and it would be
impractical and excessively difficult to determine the actual damages of the
Cardinal Group in the event the Executive breached any of the covenants of this
Section 5; and (C) remedies at law (such as monetary damages) for any breach of
the Executive's obligations under this Section 5 would be inadequate. The
Executive therefore agrees and consents that if the Executive commits any breach
of a covenant under this Section 5 or


                                      -7-
<PAGE>

threatens to commit any such breach, the Company shall have the right (in
addition to, and not in lieu of, any other right or remedy that may be available
to it) to temporary and permanent injunctive relief from a court of competent
jurisdiction, without posting any bond or other security and without the
necessity of proof of actual damage.

                  (ii) In addition, in the event of a violation of this Section
5, the Company shall have the right to require the Executive to pay to the
Company all or any portion of the Clawback Amount (as defined below) within 30
days following written notice by the Company to the Executive (the "Company
Notice") that it is imposing such requirement. The "Clawback Amount" means the
sum of:

                           A. the amount equal to the gross gain realized or
obtained by the Executive resulting from the vesting of the restricted stock
(the "Additional Incentive Shares") granted to the Executive pursuant to the
Restricted Shares Agreement attached as Exhibit A to the Executive's Employment
Agreement dated February 9, 2000 (the "2000 Employment Agreement"), measured at
the date of vesting (i.e., the market value of the Additional Incentive Shares
on the vesting date);

                           B. if (x) the Executive has sold or otherwise
disposed of any of the Additional Incentive Shares, an amount equal to the
excess of (I) the fair market value thereof on the date of the sale or
disposition over (II) the fair market value thereof on the date such shares
vested, and if (y) the Executive has not sold or otherwise disposed of the
Additional Incentive Shares, an amount equal to the excess of (I) the fair
market value thereof on the 30th day following the date of the Company Notice
over (II) the fair market value thereof on the date such shares vested; and

                           C. if the Executive has exercised any stock options
granted to the Executive by the Cardinal Group under the Cardinal Health, Inc.
Equity Incentive Plan within three years before a violation of Section 5(b),
5(c), 5(f) or 5(g) or within one year before a violation of Section 5(d) or
5(e), an amount equal to the gross option gain realized or obtained by the
Executive or any transferee resulting from the exercise of such stock option,
measured at the date of exercise (i.e., the difference between the fair market
value of the purchased stock on the date of exercise and the exercise price paid
by the Executive therefor).

In addition to the foregoing, in the event of a violation of this Section 5, all
outstanding stock options granted to the Executive by the Cardinal Group under
the Cardinal Health, Inc. Equity Incentive Plan that have not been exercised
shall immediately and automatically terminate, be forfeited, and cease to be
exercisable at any time.

                  (iii) With respect to any provision of this Section 5 finally
determined by a court of competent jurisdiction to be unenforceable, the
Executive and the Company hereby agree that such court shall have jurisdiction
to reform this Agreement or any provision hereof so that it is enforceable to
the maximum extent permitted by law, and the parties agree to abide by such
court's determination. If any of the covenants of this Section 5 are determined
to be wholly or partially unenforceable in any jurisdiction, such determination



                                      -8-
<PAGE>

shall not be a bar to or in any way diminish the Company's right to enforce any
such covenant in any other jurisdiction.

         6. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent
or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Cardinal Group for which the
Executive may qualify, nor, subject to Section 9 below, shall anything in this
Agreement limit or otherwise affect such rights as the Executive may have under
any contract or agreement with the Cardinal Group. Vested benefits and other
amounts that the Executive is otherwise entitled to receive under any plan,
policy, practice or program of, or any contract or agreement with, the Cardinal
Group on or after the Date of Termination shall be payable in accordance with
such plan, policy, practice, program, contract or agreement, as the case may be,
except as explicitly modified by this Agreement. Notwithstanding the foregoing,
the Executive waives all of the Executive's rights to receive severance payments
and benefits under any severance plan, policy or practice of the Cardinal Group
or any entity merged with or into the Cardinal Group (or any part thereof)
except to the extent provided for in this Agreement.

         7. NO MITIGATION. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement and such
amounts shall not be reduced, regardless of whether the Executive obtains other
employment.

         8. NOTICES. (a) METHODS. Each notice, demand, request, consent, report,
approval or communication (hereinafter, "Notice") which is or may be required to
be given by any party to any other party in connection with this Agreement,
shall be in writing, and given by facsimile, personal delivery, receipted
delivery services, or by certified mail, return receipt requested, prepaid and
properly addressed to the party to be served as shown in Section 8(b) below.

         (b) ADDRESSES. Notices shall be effective on the date sent via
facsimile, the date delivered personally or by receipted delivery service, or
three days after the date mailed:

                  If to the Company:        Cardinal Health, Inc.
                                            7000 Cardinal Place
                                            Dublin, OH  43017

                                            Attn.:  Chief Legal Officer

                                            Facsimile:  (614) 757-6948


                  If to the Executive:      At the Executive's residence address
                                            most recently on the books and
                                            records of the Company.



                                      -9-
<PAGE>

         (c) CHANGES. Each party may designate by Notice to the other in
writing, given in the foregoing manner, a new address to which any Notice may
thereafter be so given, served or sent.

         9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all prior
agreements with respect thereto, including, without limitation, the Prior
Agreement and the 2000 Employment Agreement; provided that it is specifically
agreed that references in the 2002 Option Agreement to the Prior Agreement are
hereby amended to be references to this Agreement, as may be amended from time
to time.

         10. SUCCESSORS. (a) EXECUTIVE. This Agreement is personal to the
Executive and, without the prior written consent of the Company, shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.

         (b) THE COMPANY. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

         (c) The Company may assign this Agreement to any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company that expressly
agrees to assume and perform this Agreement in the same manner and to the same
extent that the Company would have been required to perform it if no such
assignment had taken place. As used in this Agreement, "Company" shall mean both
the Company as defined above and any such successor that assumes and agrees to
perform this Agreement, by operation of law or otherwise.

         11. MISCELLANEOUS. (a) GOVERNING LAW. This Agreement shall be governed
by, and construed in accordance with, the laws of Ohio, without reference to
principles of conflict of laws. 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 the personal jurisdiction of such courts. This Agreement may not be
amended or modified except by a written agreement executed by the parties hereto
or their respective successors and legal representatives.

         (b) SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement. If any provision of this Agreement shall be held
invalid or unenforceable in part, the remaining portion of such provision,
together with all other provisions of this Agreement, shall remain valid and
enforceable and continue in full force and effect to the fullest extent
consistent with law.

         (c) TAX WITHHOLDING. Notwithstanding any other provision of this
Agreement, the Company may withhold from amounts payable under this Agreement
all federal,


                                      -10-
<PAGE>

state, local and foreign taxes that are required to be withheld by applicable
laws or regulations.

         (d) NO WAIVER. The Executive's or the Company's failure to insist upon
strict compliance with any provision of, or to assert any right under, this
Agreement shall not be deemed to be a waiver of such provision or right or of
any other provision of or right under this Agreement.

         (e) WARRANTY. The Executive hereby warrants that the Executive is free
to enter into this Agreement and to perform the services described herein.

         (f) HEADINGS. The Section headings contained in this Agreement are for
convenience only and in no manner shall be construed as part of this Agreement.

         (g) COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument

         (h) SURVIVAL. The obligations under this Agreement of the Executive and
the Company that by their nature and terms require (or may require) satisfaction
after the end of the Employment Period shall survive such event and shall remain
binding upon such parties.

         (i) EMPLOYMENT CONTINUATION PERIOD. The parties hereto agree and
acknowledge that the Executive shall have no rights to any payments, benefits or
otherwise under this Agreement during any period of the Executive's Employment
Continuation (as defined in Section 4(c) of this Agreement) other than as
specifically set forth in Sections 4(c) and 4(e) of this Agreement.




                                      -11-
<PAGE>


         IN WITNESS WHEREOF, the Executive has hereunto set his hand and,
pursuant to the authorization of the Board of Directors of the Company, the
Company has caused this Agreement to be executed in its name on its behalf, all
as of the day and year first above written.


                                            EXECUTIVE


Execution Date:  February 5, 2004            /s/ George L. Fotiades
                                            ------------------------------------
                                            George L. Fotiades


                                            CARDINAL HEALTH, INC.


Execution Date:  February 5, 2004           By /s/ Robert D. Walter
                                               ---------------------------------
                                               Robert D. Walter
                                               Chief Executive Officer



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Exhibit A


                              CARDINAL HEALTH, INC.
                       NONQUALIFIED STOCK OPTION AGREEMENT


Dollars at Work:           $

Grant Date:

Exercise Price:            $[FMV at Grant Date]

Vesting Date:              [Three years from Grant Date]

Expiration Date:           [Ten years from Grant Date]

         Cardinal Health, Inc., an Ohio corporation (the "Company"), has granted
George L. Fotiades ("Grantee"), an option (the "Option") to purchase 225,000
shares (the "Shares") of common stock in the Company for a total purchase price
(typically known as Dollars at Work) of $________ (i.e., the equivalent of
$_____ for each full Share). The Option has been granted pursuant to the
Cardinal Health, Inc. Amended and Restated Equity Incentive Plan, as amended
(the "Plan"), and shall include and 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. This option shall be exercisable at any time on or after __________,
(subject to Section 10 of the Plan with respect to acceleration of the vesting
of the Option upon a Change of Control), and prior to ____________ (subject to
the termination provisions of the Plan and this agreement).





By:____________________
Robert D. Walter
Chairman and CEO






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<PAGE>


1. Method of Exercise and Payment of Price

(a)  Method of Exercise. At any time when the Option is exercisable under the
     Plan and this agreement, the Option shall be exercised from time to time by
     written notice to the Company which shall:

     (i) state the number of Shares with respect to which the Option is being
     exercised; and

     (ii) if the Option is being exercised by anyone other than the Grantee, be
     accompanied by proof satisfactory to counsel for the Company of the right
     of such person or persons to exercise the Option under the Plan and all
     applicable laws and regulations.

(b) Payment of Price. The full exercise price for the Option shall be paid to
the Company as provided in the Plan.

2. Transferability. The Option shall be transferable (I) at the Grantee's death,
by the Grantee by will or pursuant to the laws of descent and distribution, and
(II) by the Grantee during the Grantee's lifetime, without payment of
consideration, to (a) the spouse, former spouse, parents, stepparents,
grandparents, parents-in-law, siblings, siblings-in-law, children, stepchildren,
children-in-law, grandchildren, nieces, or nephews of the Grantee, or any other
persons sharing the Grantee's household (other than tenants or employees)
("Family Members"), (b) a trust or trusts for the primary benefit of the Grantee
or such Family Members, (c) a foundation in which the Grantee or such Family
Members control the management of assets, or (d) a partnership in which the
Grantee or such Family Members are the majority or controlling partners,
provided that subsequent transfers of the transferred Option shall be prohibited
except (X) if the transferee is an individual, at the transferee's death by the
transferee by will or pursuant to the laws of descent and distribution and (Y)
without payment of consideration to the individuals or entities listed in
subitems II(a), (b), or (c), above, with respect to the original Grantee. The
Human Resources and Compensation Committee of the Board of Directors of the
Company (the "Committee") may, in its discretion, permit transfers to other
persons and entities as permitted by the Plan. Neither a transfer under a
domestic relations order in settlement of marital property rights nor a transfer
to an entity in which more than fifty percent of the voting interests are owned
by the Grantee or Family Members in exchange for an interest in that entity
shall be considered to be a transfer for consideration. Within ten days of any
transfer, the Grantee shall notify the Stock Option Administrator of the Company
in writing of the transfer. Following transfer, the Option shall continue to be
subject to the same terms and conditions as were applicable immediately prior to
transfer and, except as otherwise provided in the Plan or this agreement,
references to the original Grantee shall be deemed to refer to the transferee.
The events of termination of employment of the Grantee provided in item 3 hereof
shall continue to be applied with respect to the original Grantee, following
which the Option shall be exercisable by the transferee only to the extent, and
for the periods, specified in item 3. The Company shall have no obligation to
notify any transferee of the Grantee's termination of employment with the
Company for any reason. The conduct prohibited of Grantee in items 5 and 6
hereof


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<PAGE>

shall continue to be prohibited of Grantee following transfer to the same
extent as immediately prior to transfer and the Option (or its economic value,
as applicable) shall be subject to forfeiture by the transferee and recoupment
from the Grantee to the same extent as would have been the case of the Grantee
had the Option not been transferred. The Grantee shall remain subject to the
recoupment provisions of items 5 and 6 of this agreement and tax withholding
provisions of Section 13(d) of the Plan following transfer of the Option.

3.  Termination of Relationship.

(a) Termination by Death. If the Grantee's employment by the Company and its
subsidiaries (collectively, the "Cardinal Group") terminates by reason of death,
then, unless otherwise determined by the Committee within sixty days of such
death, any unvested portion of the Option shall vest upon and become exercisable
in full from and after the 60th day after such death. The Option may thereafter
be exercised by any transferee of the Option, if applicable, or by the legal
representative of the estate or by the legatee of the Grantee under the will of
the Grantee for a period of one year (or such other period as the Committee may
specify at or after grant or death) from the date of death or until the
expiration of the stated term of the Option, whichever period is shorter.

(b) Termination Without Cause Or By Reason Of Disability. For purposes of this
agreement, the period beginning on the date the Option first vests and ending on
the expiration of the term of the Option is referred to as the "Exercise
Period."

         (i) Disability. If the Grantee's employment by the Cardinal Group
terminates by reason of disability (as defined in the Plan) or Incapacity (as
defined in the Employment Agreement dated as of February 1, 2004 between the
Company and Grantee, as may be amended from time to time (the "Employment
Agreement")), then any unvested portion of the Option will vest in accordance
with the terms indicated on the first page of this agreement and may thereafter
be exercised by the Grantee (or any transferee, if applicable) until the earlier
of the fifth anniversary of the date of such disability or Incapacity or the
Exercise Period. Notwithstanding the foregoing, if the Grantee dies after such
disability or Incapacity but before the expiration of the Exercise Period,
unless otherwise determined by the Committee within 60 days of such death, any
unvested portion of the Option shall vest upon the 60th day after such death,
and the Option may be exercised by any transferee of the Option, if applicable,
or by the legal representative of the estate or by the legatee of the Grantee
under the will of the Grantee from and after, the 60th day after such death for
a period of one year (or such other period as the Committee may specify at or
after grant or death) from the date of death or until the expiration of the
Exercise Period, whichever period is shorter.

         (ii) Termination Without Cause. If the Grantee's employment by the
Cardinal Group is terminated without Cause (as used in this agreement, "Cause"
shall have the meaning set forth in the Employment Agreement), then any vested
and unexercised portion of the Option may thereafter be exercised by the Grantee
(or any transferee, if applicable) until the expiration of the Exercise Period,
and any portion of the Option that is unvested as of the date of


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<PAGE>

such termination shall be forfeited; provided, however, that if such termination
without Cause occurs following a change in corporate structure or personnel of
the Company (or similar event) which results in the Executive ceasing to report
directly to Robert D. Walter prior to such termination, the remaining unvested
portion of the Option shall vest and become exercisable on the Vesting Date, and
shall remain exercisable thereafter for the remainder of the Exercise Period.
Notwithstanding the foregoing, if the Grantee dies after such termination
without Cause but before the expiration of the Exercise Period , unless
otherwise determined by the Committee within 60 days of such death, any unvested
portion of the Option shall vest upon the 60th day after such death, and the
Option may be exercised by any transferee of the Option, if applicable, or by
the legal representative of the estate or by the legatee of the Grantee under
the will of the Grantee from and after the 60th day after such death for a
period of one year (or such other period as the Committee may specify at or
after grant or death) from the date of death or until the expiration of the
Exercise Period, whichever period is shorter.

(c) Termination by the Cardinal Group for Cause. If the Grantee's employment by
the Cardinal Group is terminated for Cause, all outstanding Options that have
not been exercised shall immediately and automatically terminate, be forfeited,
and cease to be exercisable at any time without regard to whether such Options
are vested.

(d) Other Termination of Employment. If the Grantee's employment by the Cardinal
Group terminates for any reason (including, without limitation, Grantee's
retirement) other than death, disability, Incapacity or termination by the
Company with or without Cause (subject to Section 10 of the Plan regarding
acceleration of the vesting of the Option upon a Change of Control), (i) any
unexercised portion of the Option which has not vested on such date of
termination will automatically terminate on the date of such termination, and
(ii) any portion of the option which has vested as of the date of such
termination shall remain exercisable thereafter for the remainder of the
Exercise Period.

4. Restrictions on Exercise. The Option is subject to all restrictions in this
agreement and/or in the Plan, and is subject to the covenants contained in
Section 5 of the Employment Agreement. As a condition of any exercise of the
Option, the Company may require the Grantee or his transferee or successor to
make any representation and warranty to comply with any applicable law or
regulation or to confirm any factual matters (including Grantee's compliance
with the terms of items 5 and 6 of this agreement or any employment or severance
agreement between any member of the Cardinal Group and the Grantee, including
without limitation the terms of Section 5 of the Employment Agreement)
reasonably requested by the Company.

5. Triggering Conduct/Competitor Triggering Conduct. As used in this agreement,
"Triggering Conduct" shall include disclosing or using in any capacity other
than as necessary in the performance of duties assigned by the Cardinal Group
any confidential information, trade secrets or other business sensitive
information or material concerning the Cardinal Group; violation of Company
policies, including conduct which would constitute a breach of any of



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the Certificates of Compliance with Company Policies and/or Certificate of
Compliance with Company Business Ethics Policies signed by the Grantee, 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
an employee, representative, officer or director of the Cardinal Group at any
time within the twelve months prior to the termination of Grantee's employment
with the Cardinal Group; any action by Grantee and/or his representatives that
either does or could reasonably be expected to undermine, diminish or otherwise
damage the relationship between the Cardinal Group and any of its customers
and/or potential customers, vendors and/or suppliers that were known to Grantee,
and breaching any provision of any employment or severance agreement with a
member of the Cardinal Group, including, without limitation, the terms of
Section 5 (other than Sections 5(d) and 5(e)) of the Employment Agreement. As
used herein, "Competitor Triggering Conduct" shall include, either during
Grantee's employment or within two years following Grantee's termination of
employment with the Cardinal Group, accepting employment with or serving as a
consultant, advisor, or in any other capacity to an entity that is in
competition with the business conducted by any member of the Cardinal Group (a
"Competitor"), including, but not limited to, employment or another business
relationship with any Competitor if Grantee has been introduced to trade
secrets, confidential information or business sensitive information during
Grantee's employment with the Cardinal Group and such information would aid the
Competitor because the threat of disclosure of such information is so great
that, for purposes of this agreement, it must be assumed that such disclosure
would occur.

6. Special Forfeiture/Repayment Rules. For so long as Grantee continues as an
employee with the Cardinal Group and for three years following Grantee's
termination of employment with the Cardinal Group regardless of the reason,
Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such
Triggering Conduct during the time period set forth in the preceding sentence or
in Competitor Triggering Conduct during the time period referenced in the
definition of "Competitor Triggering Conduct" set forth in Section 5 above,
then:

(a) the Option (or any part thereof that has not been exercised) shall
immediately and automatically terminate, be forfeited, and shall cease to be
exercisable at any time; and

(b) the Grantee shall, within 30 days following written notice from the Company,
pay the Company an amount equal to the gross option gain realized or obtained by
the Grantee or any transferee resulting from the exercise of such Option,
measured at the date of exercise (i.e., the difference between the market value
of the Option Shares on the exercise date and the exercise price paid for such
Option Shares), with respect to any portion of the Option that has already been
exercised at any time within three years prior to the Triggering Conduct (the
"Look-Back Period"), less $1.00. If Grantee engages only in Competitor
Triggering Conduct, 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, but including any period between the time of Grantee's
termination and engagement in Competitor Triggering Conduct. The Grantee may be
released from Grantee's obligations under this item 6 only if


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the Committee (or its duly appointed designee) determines, in writing and in its
sole discretion, that such action is in the best interests of the Company.
Nothing in this item 6 constitutes a so-called "noncompete" covenant. However,
this item 6 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 in any other capacity to a Competitor, and further
agrees to inform any such new employer, before accepting employment, of the
terms of this item 6 and the Grantee's continuing obligations contained herein.
No provisions of this agreement shall diminish, negate, or otherwise impact any
separate noncompete or other agreement to which Grantee may be a party,
including but not limited to any of the Certificates of Compliance with Company
Policies and/or Certificate of Compliance with Company Business Ethics Policies.
Grantee acknowledges and agrees that the provisions contained in this item 6 are
being made for the benefit of the Company in consideration of Grantee's receipt
of the Option, in consideration of employment, in consideration of exposing
Grantee to the Company's business operations and confidential information, and
for other good and valuable consideration, the adequacy of which consideration
is hereby expressly confirmed. Grantee further acknowledges that the receipt of
the Option and execution of this agreement are voluntary actions on the part of
Grantee, and that the Company is unwilling to provide the Option to Grantee
without including this item 6. Further, the parties agree and acknowledge that
the provisions contained in items 5 and 6 are material provisions to and part of
an otherwise enforceable agreement at the time the agreement is made.

7. Right of Set-Off. By accepting this Option, 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.

8. 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 superceded by the laws of the United States of America. The parties agree
and acknowledge that the laws of the State of Ohio bear a substantial
relationship to the parties and/or this agreement and that the Option and
benefits granted herein would not be granted without the governance of this
agreement by the laws of the State of Ohio. 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 the personal jurisdiction of such courts. Grantee
acknowledges that the covenants contained in items 5 and 6 of this agreement are
reasonable in nature, are fundamental for the protection of the Company's
legitimate business and proprietary interests, and do not adversely affect the
Grantee'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
Grantee of any such covenants, the Company will suffer immediate and


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irreparable injury for which there is no adequate remedy at law. In the event of
any violation or attempted violations of item 5 or 6 of this agreement, the
Company shall be entitled to specific performance and injunctive relief or other
equitable relief without any showing of irreparable harm or damage, and Grantee
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 Company hereunder or by law. In the event that it becomes necessary
for the Company to institute legal proceedings under this agreement, Grantee
shall be responsible to the Company for all costs and reasonable legal fees
incurred by the Company with regard to such proceedings. 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 and that comes closest to the business objectives intended by such
provision, without invalidating or rendering unenforceable the remaining
provisions of this agreement.

9. Action by the Committee. The parties agree that the interpretation of this
agreement shall rest exclusively and completely within the good faith province
and discretion of the Committee. The parties agree to be bound by the decisions
of the Committee with regard to the interpretation of this agreement and with
regard to any and all matters set forth in this agreement. The Committee may
delegate its functions under this agreement to an officer of the Cardinal Group
designated by the Committee (hereinafter the "designee"). In fulfilling its
responsibilities hereunder, the Committee or its designee may rely upon
documents, written statements of the parties, or such other material as the
Committee or its designee deems appropriate. The parties agree that there is no
right to be heard or to appear before the Committee or its designee and that any
decision of the Committee or its designee relating to this agreement, including
without limitation whether particular conduct constitutes Triggering Conduct or
Competitor Triggering Conduct, shall be final and binding unless such decision
is arbitrary and capricious.





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                             ACCEPTANCE OF AGREEMENT

The Grantee hereby: (a) acknowledges receiving a copy of the Plan, which has
either been previously delivered or is provided with this agreement, and
represents that he is familiar with and understands all provisions of the Plan
and this agreement; and (b) voluntarily and knowingly accepts this agreement and
the Option granted to him under this agreement subject to all provisions of the
Plan and this agreement. The Grantee further acknowledges receiving 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 November 17, 2003 pertaining to the Plan.


                                          ----------------------------------
                                          Signature

                                          ----------------------------------
                                          Print Name

                                          ----------------------------------
                                          Grantee's Social Security Number

                                          ----------------------------------





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