CARDINAL HEALTH INC
EX-10.05 RESTRICTED SHARE UNITS AGREEMENT
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<TYPE>EX-10.05
<SEQUENCE>6
<FILENAME>l19711aexv10w05.htm
<DESCRIPTION>EX-10.05 RESTRICTED SHARE UNITS AGREEMENT
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<TITLE>EX-10.05</TITLE>
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><u>Exhibit&nbsp;10.05</u>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CARDINAL HEALTH, INC.<BR>
RESTRICTED SHARE UNITS AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On April&nbsp;17, 2006 (the &#147;Grant Date&#148;), Cardinal Health, Inc, an Ohio corporation (the
&#147;Company&#148;), has awarded to R. Kerry Clark (&#147;Awardee&#148;) 110,600 Restricted Share Units (the
&#147;Restricted Share Units&#148; or &#147;Award&#148;), representing an unfunded unsecured promise of the Company to
deliver common shares, without par value, of the Company (the &#147;Shares&#148;) to Awardee as set forth
herein. The Restricted Share Units have been granted pursuant to the Cardinal Health, Inc. 2005
Long-Term Incentive Plan, as amended (the &#147;Plan&#148;), and shall be subject to all provisions of the
Plan, which are incorporated herein by reference, and shall be subject to the provisions of this
Restricted Share Units Agreement (this &#147;Agreement&#148;). The Restricted Share Units are granted in
accordance with an Employment Agreement, dated April&nbsp;17, 2006 between the Company and Awardee (the
&#147;Employment Agreement&#148;). Capitalized terms used in this Agreement which are not specifically
defined shall have the meanings ascribed to such terms in the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<U>Vesting</U>. Subject to the provisions set forth elsewhere in this Agreement, the
Restricted Share Units shall vest in accordance with the following schedule: 33.33% shall vest on
the first anniversary of the Grant Date; 33.33% shall vest on the second anniversary of the Grant
Date; and 33.34% shall vest on the third anniversary of the Grant Date (each such vesting date, the
&#147;Vesting Date&#148; with respect to the Restricted Share Units scheduled to vest on such date).
Notwithstanding the foregoing, in the event of a Change of Control prior to Awardee&#146;s Termination
of Employment, the Restricted Share Units shall vest in full.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<U>Transferability</U>. The Restricted Share Units shall not be transferable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<U>Termination of Employment</U>. Except as set forth below, if a Termination of
Employment occurs prior to the vesting of a Restricted Share Unit, such Restricted Share Unit shall
be forfeited by Awardee. If, prior to the vesting in full of the Restricted Share Units, the
Company shall terminate Awardee&#146;s employment other than for Cause or for death or Disability or the
Executive shall terminate Employment for Good Reason (all as set forth in the Employment
Agreement), then any unvested Restricted Share Units shall vest in full and not be forfeited.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4. <U>Triggering Conduct/Competitor Triggering Conduct</U>. As used in this Agreement,
&#147;Triggering Conduct&#148; shall include the following: disclosing or using in any capacity other than as
necessary in the performance of duties assigned by the Company and its Affiliates (collectively,
the &#147;Cardinal Group&#148;) 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 the Certificates of Compliance with Company
Policies and/or the Certificates of Compliance with Company Business Ethics Policies signed by
Awardee; directly or indirectly employing, contacting concerning employment, or participating in
any way in the recruitment for employment of (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 12&nbsp;months prior to Awardee&#146;s
Termination of Employment; any action by Awardee and/or his or her 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, potential customers, vendors and/or suppliers that
were known to Awardee; and breaching any provision of any employment or severance agreement with a
member of the Cardinal Group. As used in this Agreement, &#147;Competitor Triggering Conduct&#148; shall
include, either during Awardee&#146;s employment or within one year following Termination of Employment,
accepting employment with or serving as a
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">consultant or 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 &#147;Competitor&#148;), including, but not limited
to, employment or another business relationship with any Competitor if Awardee has been introduced
to trade secrets, confidential information or business sensitive information during Awardee&#146;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<U>Special Forfeiture/Repayment Rules</U>. For so long as Awardee continues as an
Employee with the Cardinal Group and for three years following Termination of Employment regardless
of the reason, Awardee agrees not to engage in Triggering Conduct. If Awardee engages in
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 &#147;Competitor Triggering
Conduct&#148; set forth in Paragraph&nbsp;4 above, then:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;any Restricted Share Units that have not yet vested or that vested within the Look-Back
Period (as defined below) with respect to such Triggering Conduct or Competitor Triggering Conduct
and have not yet been settled by a payment pursuant to Paragraph&nbsp;6 hereof shall immediately and
automatically terminate, be forfeited, and cease to exist; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Awardee shall, within 30&nbsp;days following written notice from the Company, pay to the
Company an amount equal to (x)&nbsp;the aggregate gross gain realized or obtained by Awardee resulting
from the settlement of all Restricted Share Units pursuant to Paragraph&nbsp;6 hereof (measured as of
the settlement date (i.e., the market value of the Restricted Share Units on such settlement date))
that have already been settled and that had vested at any time within three years prior to the
Triggering Conduct (the &#147;Look-Back Period&#148;), minus (y) $1.00. If Awardee engages only in
Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period
more than one year prior to Awardee&#146;s Termination of Employment, but including any period between
the time of Termination of Employment and the time of Awardee&#146;s engaging in Competitor Triggering
Conduct.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Awardee may be released from his or her obligations under this Paragraph&nbsp;5 if and only if the
Administrator (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 Paragraph&nbsp;5 constitutes
a so-called &#147;noncompete&#148; covenant. This Paragraph&nbsp;5 does, however, prohibit certain conduct while
Awardee 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, Awardee&#146;s acceptance of employment with a Competitor. Awardee agrees to provide the
Company with at least 10&nbsp;days written notice prior to directly or indirectly accepting employment
with, or serving as a consultant or 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 Paragraph
5 and Awardee&#146;s continuing obligations contained herein. No provision of this Agreement shall
diminish, negate or otherwise impact any separate noncompete or other agreement to which Awardee
may be a party, including, but not limited to, any of the Certificates of Compliance with Company
Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided,
however, that to the extent that any provisions contained in any other agreement are inconsistent
in any manner with the restrictions and covenants of Awardee contained in this Agreement, the
provisions of this Agreement shall take precedence and such other inconsistent provisions shall be
null and void. Awardee acknowledges and agrees that the provisions contained in this Agreement are
being made for the benefit of the Company in consideration of Awardee&#146;s receipt of the Restricted
Share Units, in consideration of employment, in consideration of exposing Awardee to the Company&#146;s
business operations and confidential information, and for other good
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">and valuable consideration, the adequacy of which consideration is hereby expressly confirmed.
Awardee further acknowledges that the receipt of the Restricted Share Units and execution of this
Agreement are voluntary actions on the part of Awardee and that the Company is unwilling to provide
the Restricted Share Units to Awardee without including the restrictions and covenants of Awardee
contained in this Agreement. Further, the parties agree and acknowledge that the provisions
contained in Paragraphs 4 and 5 are ancillary to, or part of, an otherwise enforceable agreement at
the time the agreement is made.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<U>Payment</U>. Subject to the provisions of Paragraphs 4 and 5 of this Agreement, on the
6-month anniversary of the first date on which Awardee ceases to be an employee of the Company, or,
to the extent permitted by Treasury Regulations promulgated under Section&nbsp;409A of the Internal
Revenue Code of 1986, as amended (the &#147;Code&#148;) on such other date as may be approved by the
Administrator as to all or any portion of the Restricted Share Units, Awardee shall be entitled to
receive from the Company (without any payment on behalf of Awardee other than as described in
Paragraph&nbsp;10 the Shares represented by such Restricted Share Units; provided, however, that,
subject to the next sentence, in the event that some or all of the Restricted Share Units vest
prior to the applicable Vesting Date as a result of a Change of Control, Awardee shall be entitled
to receive the corresponding Shares from the Company on the date of such vesting. Notwithstanding
the proviso of the preceding sentence, if Restricted Share Units vest as a result of the occurrence
of a Change of Control under circumstances where such occurrence would not qualify as a permissible
date of distribution under Section&nbsp;409A(a)(2)(A) of the Code, and the regulations thereunder and
where Code Section&nbsp;409A applies to such distribution, such proviso shall not apply and Awardee
shall be entitled to receive the corresponding Shares from the Company on the date that would have
applied absent such proviso. Elections to defer receipt of the Shares beyond the date of settlement
provided herein may be permitted in the discretion of the Administrator pursuant to procedures
established by the Administrator in compliance with the requirements of Section&nbsp;409A of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U>Dividends</U>. Awardee shall not receive cash dividends on the Restricted Share Units
but instead shall, with respect to each Restricted Share Unit, receive a cash payment from the
Company on each cash dividend payment date with respect to the Shares with a record date between
the Grant Date and the earlier of the forfeiture of such unit in accordance with the terms hereof
or the settlement of such unit pursuant to Paragraph&nbsp;6 hereof, such cash payment to be in an amount
equal to the dividend that would have been paid on the Common Share represented by such unit.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U>Right of Set-Off</U>. Subject to the terms of the Employment Agreement, by accepting
these Restricted Share Units, Awardee consents to a deduction from, and set-off against, any
amounts owed to Awardee by any member of the Cardinal Group from time to time (including, but not
limited to, amounts owed to Awardee as wages, severance payments or other fringe benefits) to the
extent of the amounts owed to the Cardinal Group by Awardee under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<U>No Shareholder Rights</U>. Awardee shall have no rights of a shareholder with respect
to the Restricted Share Units, including, without limitation, Awardee shall not have the right to
vote the Shares represented by the Restricted Share Units.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<U>Withholding Tax</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Generally</U>. Awardee is liable and responsible for all taxes owed in connection
with the Restricted Share Units (including taxes owed with respect to the cash payments described
in Paragraph&nbsp;7 hereof), regardless of any action the Company takes with respect to any tax
withholding obligations that arise in connection with the Restricted Share Units. The Company does
not make any representation or undertaking regarding the tax treatment or the treatment of any tax
withholding in connection with the grant or vesting of the Restricted Share Units or the subsequent
sale of Shares issuable pursuant to the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Restricted Share Units. The Company does not commit and is under no obligation to structure
the Restricted Share Units to reduce or eliminate Awardee&#146;s tax liability.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Payment of Withholding Taxes</U>. Prior to any event in connection with the
Restricted Share Units (e.g., vesting or settlement) that the Company determines may result in any
domestic or foreign tax withholding obligation, whether national, federal, state or local,
including any employment tax obligation (the &#147;Tax Withholding Obligation&#148;), Awardee is required to
arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner
acceptable to the Company. Unless Awardee elects to satisfy the Tax Withholding Obligation by an
alternative means that is then permitted by the Company, Awardee&#146;s acceptance of this Agreement
constitutes Awardee&#146;s instruction and authorization to the Company to withhold on Awardee&#146;s behalf
the number of Shares from those Shares issuable to Awardee at the time when the Restricted Share
Units become vested and payable as the Company determines to be sufficient to satisfy the Tax
Withholding Obligation. In the case of any amounts withheld for taxes pursuant to this provision
in the form of Shares, the amount withheld shall not exceed the minimum required by applicable law
and regulations. The Company shall have the right to deduct from all cash payments paid pursuant
to Paragraph&nbsp;7 hereof the amount of any taxes which the Company is required to withhold with
respect to such payments.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<U>Beneficiary Designation</U>. Awardee may designate a beneficiary to receive any
Shares to which Awardee is entitled with respect to the Restricted Share Units which vest as a
result of Awardee&#146;s death. Notwithstanding the foregoing, if Awardee engages in Triggering Conduct
or Competitor Triggering Conduct as herein defined, the Restricted Share Units subject to such
beneficiary designation shall be subject to the Special Forfeiture/Repayment Rules and the
Company&#146;s Right of Set-Off or other right of recovery set forth in this Agreement, and all rights
of the beneficiary shall be subordinated to the rights of the Company pursuant to such provisions
of this Agreement. Awardee acknowledges that the Company may exercise all rights under this
Agreement and the Plan against Awardee and Awardee&#146;s estate, heirs, lineal descendants and personal
representatives and shall not be limited to exercising its rights against Awardee&#146;s beneficiary.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12. <U>Governing Law/Venue</U>. 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 Restricted
Share Units 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.
Awardee acknowledges that the covenants contained in Paragraphs 4 and 5 of this Agreement are
reasonable in nature, are fundamental for the protection of the Company&#146;s legitimate business and
proprietary interests, and do not adversely affect Awardee&#146;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 Awardee of any such covenants, the Company 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 the restrictions and covenants of Awardee contained in this Agreement, the Cardinal
Group shall be entitled to specific performance and injunctive relief or other equitable relief,
including the issuance ex parte of a temporary restraining order, without any showing of
irreparable harm or damage, such irreparable harm being acknowledged and admitted by Awardee, and
Awardee 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, Awardee shall be responsible to the Company for all costs and
reasonable legal fees incurred by the Company with regard
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<U>Action by the Administrator</U>. The parties agree that the interpretation of this
Agreement shall rest exclusively and completely within the sole discretion of the Administrator.
The parties agree to be bound by the decisions of the Administrator with regard to the
interpretation of this Agreement and with regard to any and all matters set forth in this
Agreement. The Administrator may delegate its functions under this Agreement to an officer of the
Cardinal Group designated by the Administrator (hereinafter the &#147;Designee&#148;). In fulfilling its
responsibilities hereunder, the Administrator or its Designee may rely upon documents, written
statements of the parties or such other material as the Administrator or its Designee deems
appropriate. The parties agree that there is no right to be heard or to appear before the
Administrator or its Designee and that any decision of the Administrator 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<U>Electronic Delivery and Consent to Electronic Participation</U>. The Company may, in
its sole discretion, decide to deliver any documents related to the Restricted Share Unit grant
under and participation in the Plan or future Restricted Share Units that may be granted under the
Plan by electronic means or to request Awardee&#146;s consent to participate in the Plan by electronic
means. Awardee hereby consents to receive such documents by electronic delivery and to participate
in the Plan through an on-line or electronic system established and maintained by the Company or
another third party designated by the Company, including the acceptance of restricted share unit
grants and the execution of restricted share unit agreements through electronic signature.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<U>Notices</U>. All notices, requests, consents and other communications required or
provided under this Agreement to be delivered by Awardee to the Company will be in writing and will
be deemed sufficient if delivered by hand, facsimile, nationally recognized overnight courier, or
certified or registered mail, return receipt requested, postage prepaid, and will be effective upon
delivery to the Company at the address set forth below:
</DIV>
<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">Cardinal Health, Inc.<BR>
7000 Cardinal Place<BR>
Dublin, Ohio 43017<BR>
Attention: Chief Legal Officer<BR>
Facsimile: (614)&nbsp;757-6813
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">All notices, requests, consents and other communications required or provided under this Agreement
to be delivered by the Company to Awardee may be delivered by e-mail or in writing and will be
deemed

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<DIV style="font-family: 'Times New Roman',Times,serif">

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">sufficient if delivered by e-mail, hand, facsimile, nationally recognized overnight courier, or
certified or registered mail, return receipt requested, postage prepaid, and will be effective upon
delivery to the Awardee.
</DIV>


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    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
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<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">CARDINAL HEALTH, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Robert D. Walter
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">Its:&nbsp;&nbsp;</TD>
    <TD colspan="2" align="left" style="border-bottom: 1px solid #000000">Executive Chairman of the Board&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U>ACCEPTANCE OF AGREEMENT</U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Awardee hereby: (a)&nbsp;acknowledges that he or she has received a copy of the Plan, a copy of the
Company&#146;s most recent annual report to shareholders and other communications routinely distributed
to the Company&#146;s shareholders, and a copy of the Plan Description dated February&nbsp;22, 2006
pertaining to the Plan; (b)&nbsp;accepts this Agreement and the Restricted Share Units granted to him or
her under this Agreement subject to all provisions of the Plan and this Agreement, including the
provisions in the agreement regarding &#147;Triggering Conduct/Competitor Triggering Conduct&#148; and
&#147;Special Forfeiture/Repayment Rules&#148; set forth in paragraphs 4 and 5 above; (c)&nbsp;represents that he or she understands
that the acceptance of this Agreement through an on-line or electronic system, if applicable,
carries the same legal significance as if he or she manually signed the Agreement; (d)&nbsp;represents
and warrants to the Company that he or she is purchasing the Restricted Share Units for his or her
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 (e)&nbsp;agrees that no transfer of the Shares delivered in respect of the Restricted Share
Units shall be made unless the 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.
</DIV>


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    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">     /s/ R. Kerry Clark
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Awardee&#146;s Signature&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">April&nbsp;17, 2006
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Date&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
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