Exhibit 10.21

RESTRICTED SHARE UNITS AGREEMENT

On _____________ (the "Grant Date"), Cardinal Health, Inc, an Ohio corporation (the "Company"), has granted to _________ ("Grantee") ________ Restricted Share Units (the "Restricted Share Units" or "Award"), representing an unfunded unsecured promise of the Company to deliver common shares, without par value, of the Company (the "Common Shares") to Grantee as set forth herein. The Restricted Share Units have been granted pursuant to the Cardinal Health, Inc. Amended and Restated Equity Incentive Plan, as amended (the "Plan"), 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 "Agreement"). In the event of a conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall control. Capitalized terms used in this Agreement which are not specifically defined shall have the meanings ascribed to such terms in the Plan.

1. VESTING. Subject to the provisions set forth elsewhere in this agreement, the Restricted Share Units shall vest in accordance with the following schedule: [percentage of Restricted Share Units vesting on each applicable anniversary of the Grant Date] (each such vesting date, the "Vesting Date" with respect to the Restricted Share Units scheduled to vest on such 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. Unless otherwise determined by the Committee at or after grant or termination, and except as set forth below, if Grantee's Continuous Service (as hereinafter defined) to the Company and its subsidiaries (collectively, the "Cardinal Group") terminates prior to the Vesting Date, with respect to an unvested Restricted Share Unit, such Restricted Share Unit shall be forfeited by Grantee. If Grantee's Continuous Service terminates prior to the vesting in full of the Restricted Share Units by reason of Grantee's death or disability (as defined in the Plan), then the restrictions with respect to a ratable portion of any unvested Restricted Share Units shall lapse and such ratable portion shall not be forfeited. Such ratable portion shall be determined separately with respect to the Restricted Share Units scheduled to vest on each applicable Vesting Date, and shall be an amount equal to the number of Restricted Share Units scheduled to vest on such Vesting Date multiplied by a fraction, the numerator of which is the number of days from the Grant Date through the date of such death or disability, and the denominator of which is the number of days from the Grant Date through such Vesting Date. For purposes of this Agreement, the term "Continuous Service" shall mean the absence of any interruption or termination of service as an employee or director of any entity within the Cardinal Group.

5. AGREEMENT NOT TO DISCLOSE OR USE CONFIDENTIAL INFORMATION, TRADE SECRETS OR OTHER BUSINESS SENSITIVE INFORMATION. The parties acknowledge and agree that the Cardinal Group is the sole and exclusive owner of Confidential Information, Trade Secrets or Other Business Sensitive Information (as hereinafter defined) and that the Cardinal Group has

legitimate business interests in protecting such information. The parties further acknowledge and agree that the Cardinal Group has invested, and continues to invest, considerable amounts of time and money in obtaining, developing and preserving the confidentiality of such information. Further, the parties agree that, because of the trust and fiduciary relationship arising between Grantee and the Cardinal Group, Grantee owes the Cardinal Group a fiduciary duty to preserve and protect such information from any and all unauthorized disclosure and use. Accordingly, Grantee shall not, either directly or indirectly, disclose such information to any third party whatsoever and shall not use such information in any manner, except as authorized in the reasonable performance of Grantee's duties while employed by the Cardinal Group. "Confidential Information, Trade Secrets or Other Business Sensitive Information" shall include any such information as defined by applicable law and any information about the business of the Cardinal Group and its customers that is not generally known to, or readily ascertainable by, the public, including, but not limited to, financial information and models, customer lists, business plans or strategies, marketing and sales plans or strategies, the identity, compensation and qualifications of employees of the Cardinal Group, sources of supply, pricing policies, operational methods, product specification or technical processes, new product information, formulation techniques, customer contacts, profit or cost information, research and development information or other information that the Cardinal Group has developed or compiled.

6. DELIVERY OF COMPANY PROPERTY. Grantee recognizes and agrees that all documents, magnetic media, computer disks, desktop and laptop computers and other tangible items that were provided by the Cardinal Group and/or that contain Confidential Information, Trade Secrets or Other Business Sensitive Information as defined above are the sole and exclusive property of the Cardinal Group. Upon request by the Cardinal Group, Grantee shall promptly and immediately return to the Cardinal Group all such documents, media, disks, desktop and laptop computers and other tangible items. Upon the termination of Grantee's employment with the Cardinal Group, Grantee shall promptly and immediately return to the Cardinal Group any and all such documents, media, disks, desktop and laptop computers or other tangible items, without request by the Cardinal Group. Grantee shall not take any such information or make/retain copies of such information for any purpose whatsoever except as is necessary for the reasonable performance of Grantee's duties while employed by the Cardinal Group.

7. OTHER COVENANTS. Except as modified by Paragraph 11 below, Grantee hereby covenants and agrees that, in consideration of the grant hereunder, Grantee shall not, either directly or indirectly, on Grantee's own behalf or on any other's behalf, engage in or assist others in any of the following activities:

(a) Grantee shall not engage in any action or conduct that is a violation of the policies of the Cardinal Group, including conduct that 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 executed by Grantee;

(b) During Grantee's employment with the Cardinal Group and for 12 months following the termination of such employment for any reason, Grantee shall not, either directly or indirectly, employ, contact concerning employment, or participate in any

manner 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 months prior to the termination of Grantee's employment with the Cardinal Group;

(c) Grantee shall not at any time during employment with the Cardinal Group nor at any time thereafter disparage the Cardinal Group or any of its employees, officers, representatives, services or products;

(d) During Grantee's employment with the Cardinal Group and for 12 months following the termination of such employment for any reason, Grantee shall not engage in any action or conduct 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 or suppliers that were known to Grantee in the performance of Grantee's job duties while employed with the Cardinal Group;

(e) During Grantee's employment with the Cardinal Group and for 12 months following the termination of such employment for any reason, Grantee shall not solicit or accept business of the same type as that in which Grantee was employed by the Cardinal Group from any customer, potential customer, vendor or supplier of the Cardinal Group that was known to Grantee in the performance of Grantee's job duties while employed with the Cardinal Group, nor shall Grantee during such time period solicit or accept such business within any geographic area in which Grantee was assigned or for which Grantee had any managerial responsibility;

(f) During Grantee's employment with the Cardinal Group and for 12 months following the termination of such employment for any reason, Grantee shall not accept employment with or serve as a 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 within a geographic area in which Grantee was assigned or for which Grantee had any managerial responsibility; and

(g) Grantee shall not breach or violate any provision of any employment or severance agreement that Grantee has with any member of the Cardinal Group.

8. INEVITABLE DISCLOSURE. The parties specifically acknowledge and agree that the provisions of this Agreement are reasonable in light of the fact that, in the event that Grantee would become employed or otherwise associated with a competitor of the Cardinal Group, it would be inevitable that Grantee would disclose Confidential Information, Trade Secrets or Other Business Sensitive Information as defined above to such competitor. The parties acknowledge and agree that Grantee has been introduced by the Cardinal Group to such Confidential Information, Trade Secrets or Other Business Sensitive Information as defined above and that such information would aid the competitor and that the threat of such inevitable disclosure is so great that, for purposes of this Agreement, it must be assumed that such disclosure would occur.

9. COVENANTS ARE INDEPENDENT ELEMENTS. The parties acknowledge that the obligations and covenants set forth in Paragraphs 5 through 8 above and, if applicable, Paragraph 11 below are essential independent elements of this Restricted Share grant and that, but for Grantee agreeing to comply with them, the Cardinal Group would not have granted such Restricted Share Units to Grantee. The parties agree and acknowledge that the provisions contained in Paragraphs 5 through 8 above and, if applicable, Paragraph 11 below are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made with regard to such paragraphs. The existence of any claim by Grantee against the Cardinal Group, whether based on this Agreement or otherwise, shall not operate as a defense to the enforcement of the covenants contained in Paragraphs 5 through 8 above and, if applicable, Paragraph 11 below. The covenants contained in Paragraphs 5 through 8 above and, if applicable, Paragraph 11 below will remain in full force and effect whether Grantee is terminated by the Cardinal Group or voluntarily resigns.

10. ASSIGNMENT OF COVENANTS. The rights of the Cardinal Group under this Agreement shall inure to the benefit of, and be binding upon, its successors and assigns. Any successor or assign of the Cardinal Group is authorized to enforce the covenants contained in this Agreement. Any successor or assign of the Cardinal Group is authorized by the parties to enforce the covenants contained herein as if the name of such successor or assign shall replace the Cardinal Group throughout this Agreement and any consent and/or notice, written or otherwise, is hereby waived and deemed unnecessary by Grantee.

11. CALIFORNIA SPECIFIC MODIFICATIONS. This paragraph shall supercede and modify certain of the covenants, obligations and restrictions of Grantee set forth in Paragraph 7 above in the event that, and only during such time that, Grantee's principal employment with the Cardinal Group is in the State of California. In the event that any of the provisions contained in Subparagraphs 7(d) through (f) above are inconsistent with the provisions of this Paragraph 11 with regard to the State of California, then the provisions contained in Subparagraphs 7(d) through (f) shall not apply and the following provisions shall apply instead:

(a) Within the geographic area in which Grantee was assigned or for which Grantee had any managerial responsibility, Grantee shall not, during Grantee's employment with the Cardinal Group and for 12 months following termination of such employment for any reason, solicit or actually transact business with any existing customer of the Cardinal Group of which Grantee's knowledge of the existence of that customer or of that customer's purchasing habits, product preferences or commercial practices exists because of Grantee's receipt of Confidential Information, Trade Secrets or Other Business Sensitive Information from the Cardinal Group; and

(b) Regardless of geographic area, Grantee shall not, during the period of Grantee's employment with the Cardinal Group and for 12 months following termination of such employment for any reason, solicit business from any customers of the same type as the business of the Cardinal Group at the time of the termination of Grantee's employment with the Cardinal Group whose identities are not already within the public

domain if Grantee directly serviced such customers, was assigned to such customers, was responsible for such customers or otherwise had personal contact with such customers during the 12-month period immediately preceding expiration of Grantee's employment with the Cardinal Group.

In the event that Grantee is reassigned to any other state within the United States of America other than the State of California or to any other country, then all of the provisions of Paragraph 7 above shall apply in full force and effect and the provisions of this Paragraph 11 shall not apply.

12. REASONABLENESS OF RESTRICTIONS CONTAINED IN AGREEMENT. Grantee acknowledges that the covenants contained in this Agreement are reasonable in nature, are fundamental for the protection of the legitimate business and proprietary interests of the Cardinal Group, are necessary to protect the goodwill between the Cardinal Group and its customers, and do not adversely affect 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 irreparable injury for which there is no adequate remedy at law.

13. SPECIAL FORFEITURE/REPAYMENT RULES. If Grantee engages in conduct that is in violation of the covenants and restrictions contained in this Agreement, then Grantee shall be subject to the following special forfeiture/repayment rules in addition to any other remedy that the Cardinal Group may have:

(a) any Restricted Share Units that have not yet vested or that vested within the Look-Back Period (as defined below) with respect to such conduct that is in violation of the covenants and restrictions contained in this Agreement and have not yet been settled by a payment pursuant to Paragraph 14 hereof shall immediately and automatically terminate, be forfeited, and cease to exist; and

(b) Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross gain realized or obtained by Grantee resulting from the settlement of all Restricted Share Units pursuant to Paragraph 7 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 conduct by Grantee that is in violation of the covenants and restrictions contained in this Agreement (the "Look-Back Period"), minus (y) $1.00.

Grantee may be released from Grantee's obligations under this Paragraph 13 if and only if 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. Grantee agrees to provide the Company with at least 10 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 Agreement and Grantee's continuing obligations contained herein. No provision 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 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 Grantee contained in this Agreement, the provisions of this Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions and covenants of Grantee contained in this Agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the Restricted Share Units, 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 Restricted Share Units and execution of this Agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Restricted Share Units to Grantee without including the restrictions and covenants of Grantee contained in this Agreement. Further, the parties agree and acknowledge that the provisions contained in Paragraph 7 and, if applicable, Paragraph 11 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

14. PAYMENT. Subject to the provisions of Paragraphs 5 through 8 and, if applicable, Paragraph 11, of this Agreement, on the [VESTING PAYMENT ALTERNATIVE: date of vesting of any] [DEFERRED PAYMENT ALTERNATIVE:
[___-month][___-year] anniversary of the first date on which Grantee ceases to be an employee of the Company, or, to the extent permitted by Treasury Regulations, on such other date as may be approved by the Committee as to all or any portion of the] Restricted Share Units, Grantee shall be entitled to receive from the Company (without any payment on behalf of Grantee other than as described in Paragraph 17) the Common Shares represented by such Restricted Share Units [DEFERRED PAYMENT ALTERNATIVE: ;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 the death or disability of Grantee or as a result of a Change of Control, Grantee shall be entitled to receive the corresponding Common 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 disability or a Change of Control under circumstances where such occurrence would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder, such proviso shall not apply and Grantee shall be entitled to receive the corresponding Common Shares from the Company on the date that would have applied absent such proviso]. Elections to defer receipt of the Common Shares beyond the date of settlement provided herein may be permitted in the discretion of the Committee pursuant to procedures established by the Committee in compliance with the requirements of Section 409A of the [VESTING PAYMENT ALTERNATIVE: Internal Revenue Code of 1986, as amended] [DEFERRED PAYMENT ALTERNATIVE: Code].

15. DIVIDENDS. Grantee shall not receive cash dividends on the Restricted Share Unit 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 Common 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 14 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.

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

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

17. WITHHOLDING TAX. The Company shall have the right to require Grantee to pay to the Company the amount of any taxes which the Company is required to withhold with respect to the Restricted Share Units (including the amount of any taxes which the Company is required to withhold with respect to the cash payments described in Paragraph 15 hereof) or, in lieu thereof, to retain, or sell without notice, a sufficient number of Common Shares 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 regulations. The Company shall have the right to deduct from all cash payments paid pursuant to Paragraph 15 hereof the amount of any taxes which the Company is required to withhold with respect to such payments.

18. BENEFICIARY DESIGNATION. Grantee may designate a beneficiary to receive any Common Shares to which the Grantee is entitled with respect to the Restricted Share Units which vest as a result of Grantee's death. Notwithstanding the foregoing, if Grantee engages in conduct that is in violation of the covenants and restrictions contained in this Agreement, the Restricted Share Units subject to such beneficiary designation shall be subject to the Special Forfeiture/Repayment Rules and the Company'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. Grantee acknowledges that the Company may exercise all rights under this Agreement and the Plan against Grantee and Grantee's estate, heirs, lineal descendants and personal representatives and shall not be limited to exercising its rights against Grantee's beneficiary.

19. 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. 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. In the event of any violation or attempted violations of the restrictions and

covenants of Grantee 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 Grantee, 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 Cardinal Group hereunder or by law. In the event that it becomes necessary for the Cardinal Group 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.

20. SEVERABILITY. It is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision or portion of this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable as written, it is the intent and desire of the parties that the court shall modify the language of such provision or portion of this Agreement to the extent necessary to make it valid and enforceable. If no such modification by the court is possible, this Agreement shall be deemed amended to delete therefrom only the provision or portion thus determined to be invalid or unenforceable. Such modification or deletion is to apply only with respect to the operation of such provision in the particular jurisdiction in which such court determination is made.

21. ACTION BY THE COMMITTEE. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole 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 a violation of the covenants, obligations and restrictions of Grantee set forth in Paragraphs 5 through 7 and, if applicable, Paragraph 11 above, shall be final and binding unless such decision is arbitrary and capricious.

22. PROMPT ACCEPTANCE OF AGREEMENT. The Restricted Share Units grant evidenced by this Agreement shall, at the discretion of the Committee, be forfeited if this Agreement is not executed by Grantee and returned to the Company within 30 days of the Grant Date set forth below.

23. ELECTRONIC DELIVERY. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Share Units 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 Grantee's consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and, if requested, 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.

DATE OF GRANT:                          By:
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                                        Its:
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ACCEPTANCE OF AGREEMENT

Grantee hereby: (a) acknowledges that he or she has received a copy of the Plan, a copy of the Company's most recent Annual Report on Form 10-K and other communications routinely distributed to the Company's shareholders, and a copy of the Plan Description dated ____________ pertaining to the Plan; (b) 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; (c) 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 (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.

Exhibit 10.23

CARDINAL HEALTH, INC.
AMENDED AND RESTATED
OUTSIDE DIRECTORS EQUITY INCENTIVE PLAN

SECTION 1 | PURPOSE

The purpose of the Cardinal Health, Inc. Amended and Restated Outside Directors Equity Incentive Plan (the "Plan") is to assist Cardinal Health, Inc. (the "Company") in attracting and retaining qualified members of its Board of Directors. The Plan provides for equity ownership opportunities to directors in order to encourage and enable them to participate in the Company's future prosperity and growth and to better match the interests of directors with those of shareholders.

These objectives will be promoted through the granting to Outside Directors (defined below) of equity-based awards ("awards"). The types of awards that may be granted under the Plan are options ("Stock Options") to purchase Shares (defined below) and grants of Shares or Share Units subject to Section 6 ("Restricted Shares" or "Restricted Share Units").

SECTION 2 | ADMINISTRATION

The Plan shall be administered by the Human Resources and Compensation Committee (the "Committee") of the Company's Board of Directors which shall have the power and authority to grant Stock Options and Restricted Shares or Restricted Share Units to members of the Board of Directors of the Company who do not serve as employees of the Company ("Outside Directors"). In particular, the Committee shall have the authority to: (i) select Outside Directors as recipients of awards; (ii) determine the number and type of awards to be granted; (iii) determine the terms and conditions, not inconsistent with the terms hereof, of any award; (iv) adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable;
(v) interpret the terms and provisions of the Plan and any award granted and any agreements relating thereto; and (vi) take any other actions the Committee considers appropriate in connection with, and otherwise supervise the administration of, the Plan. All decisions made by the Committee pursuant to the provisions hereof shall be made in the Committee's sole discretion and shall be final and binding on all persons.

SECTION 3 | ELIGIBILITY

Only Outside Directors are eligible to receive awards under this Plan. Members of the Committee who are Outside Directors are eligible to receive awards.

SECTION 4 | SHARES SUBJECT TO PLAN

The total number of the Company's common shares, without par value ("Shares"), reserved and available for issuance pursuant to awards hereunder ("Available Shares")

shall be 1.5 million. The Available Shares may consist, in whole or in part, of authorized but unissued Shares, treasury Shares, or previously issued Shares re-acquired by the Company, including Shares purchased on the open market.

In the event of (i) a stock dividend, stock split, reverse stock split, share combination, or recapitalization or similar event affecting the capital structure of the Company (each, a "Share Change"), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, disaffiliation from the Company of a Subsidiary or division ("Disaffiliation"), or similar event affecting the Company or any of its subsidiaries (each, an "Organic Change"), the Committee may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the aggregate number of Shares reserved for issuance under the Plan, the number and exercise price of Shares subject to outstanding Stock Options, the purchase price, if any, for Restricted Shares or Restricted Share Units, and the number of Shares subject to a Restricted Share or Restricted Share Unit award. In the case of Organic Changes, such adjustments may include, without limitation, (x) the cancellation of outstanding awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such awards, as determined by the Committee in its sole discretion (it being understood that in the case of an Organic Change with respect to which shareholders receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Administrator that the value of an Stock Option shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Organic Change over the exercise price of such Stock Option shall conclusively be deemed valid), (y) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding awards, and (z) in connection with any Disaffiliation, arranging for the assumption of awards, or replacement of awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected subsidiary, affiliate or division or by the entity that controls such subsidiary, affiliate or division following such Disaffiliation (as well as any corresponding adjustments to awards that remain based upon Company securities).

Notwithstanding the preceding paragraph, (i) any adjustments made pursuant to such paragraph to awards that are considered "deferred compensation" within the meaning of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended (the "Code"), shall be made in compliance with the requirements of
Section 409A, (ii) any adjustments made pursuant to such paragraph to awards that are not considered "deferred compensation" subject to Section 409A shall be made in such a manner as to ensure that after such adjustment, the awards either continue not to be subject to Section 409A or comply with the requirements of
Section 409A, and (iii) the Committee shall not have the authority to make any adjustments pursuant to such paragraph to the extent that the existence of such authority would cause an award that is not intended to be subject to Section 409A to be subject thereto.

SECTION 5 | STOCK OPTIONS

Any Stock Options granted under the Plan shall be in such form as the Committee may from time to time approve and the provisions of Stock Option awards need not be the same with respect to each optionee. Stock Options granted under the Plan will be options that are not intended to qualify as incentive stock options under Section 422 of the Code ("NQSOs").

Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions not inconsistent with the terms of the Plan as the Committee deems appropriate.

(a) Eligibility and Grant. All Stock Options shall be evidenced by a written agreement, which shall be dated as of the date on which a Stock Option is granted, signed (electronically or otherwise) by an officer of the Company authorized by the Committee, and signed (electronically or otherwise) by the Outside Director. Such agreement shall describe the Stock Options and state that such Stock Options are subject to all terms and provisions of the Plan.

(b) Exercise of Stock Options. Stock Options shall become exercisable at such time or times and subject to such terms and conditions (including, without limitation, installment or cliff exercise provisions) as shall be determined by the Committee. The Committee shall have the authority, in its discretion, to accelerate the time at which a Stock Option shall be exercisable whenever it may determine that such action is appropriate by reason of changes in applicable tax or other law or other changes in circumstances occurring after the award of such Stock Options.

(c) Exercise Price. The exercise price per Share purchasable under a Stock Option shall be equal to the fair market value on the day the Stock Option is granted. Other than as a result of an adjustment pursuant to Section 4, the exercise price of a Stock Option may not be reduced without shareholder approval.

(d) Maximum Term. Each Stock Option shall be exercisable for ten (10) years from the date of grant or such shorter period of time as may be provided in the Stock Option agreement.

(e) Transferability of Stock Options. Except as otherwise provided hereunder, Stock Options shall be transferable by the Outside Director only with prior approval of the Committee. Any attempted transfer without Committee approval shall be null and void. Unless Committee approval of the transfer shall have been obtained, all Stock Options shall be exercisable during the Outside Director's lifetime only by the Outside Director or the Outside Director's legal representative. Without limiting the generality of the foregoing, the Committee may, in the manner established by the Committee, provide for the irrevocable transfer, without payment of consideration, of any Stock Option by an Outside Director to a member of the Outside Director's family or to a family entity. In such case, the Stock Option shall be exercisable only by such transferee. For purposes of

this provision: (i) an Outside Director's "family" shall include the Outside Director's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including through adoptive relationships, and any person sharing the Outside Director's household (other than a tenant or employee); and (ii) a "family entity" shall include a trust in which the foregoing persons have more than fifty percent of the beneficial interest, a foundation in which the foregoing persons (or the Outside Director) control the management of assets, and any other entity in which the foregoing persons (or the Outside Director) own more than fifty percent of the voting interests; and (iii) 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 family members (or the Outside Director) in exchange for an interest in that entity shall be considered to be a transfer for consideration.

(f) Method of Exercise. Stock Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of Shares to be purchased. No Shares shall be transferred until full payment therefor has been made. Payment for exercise of a Stock Option may be made (i) in cash, (ii) by delivery of Shares already owned by the Outside Director, (iii) by attestation of ownership of such already-owned Shares, (iv) by delivery of cash on the extension of credit by a broker-dealer to whom the Outside Director has submitted a notice of exercise or an irrevocable election to effect such extension of credit, or (v) by any combination of the foregoing.

(g) Termination of Option. Except as otherwise provided herein, unless otherwise determined by the Committee at or after grant or termination, if an Outside Director ceases to be a member of the Company's Board of Directors for any reason, then all Stock Options or any unexercised portion of such Stock Options which otherwise are exercisable shall remain exercisable until expiration of the original term of such Stock Options.

SECTION 6 | RESTRICTED SHARES AND RESTRICTED SHARE UNITS

Restricted Shares or Restricted Share Units may be granted to Outside Directors alone or in addition to other awards granted under the Plan. For purposes of the Plan, "Restricted Share Units" shall mean a grant of a right to receive Shares in the future, with such units subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of performance or other objectives. Any Restricted Shares or Restricted Share Units granted under the Plan shall be subject to the following restrictions and conditions, and shall contain such additional terms and conditions in the applicable award agreement, not inconsistent with the terms of the Plan, as the Committee deems appropriate. The provisions of Restricted Share or Restricted Share Unit awards need not be the same with respect to each recipient.

(a) Restricted Share and Restricted Share Unit Award Agreement. Each Restricted Share or Restricted Share Unit grant shall be evidenced by an agreement executed on behalf of the Company by an officer designated by the Committee. Such Restricted Share

or Restricted Share Unit Award Agreement shall describe the Restricted Shares or Restricted Share Units and state that such Restricted Shares or Restricted Share Units are subject to all the terms and provisions of the Plan and shall contain such other terms and provisions, consistent with the Plan, as the Committee may approve. At the time any Restricted Shares are awarded, the Committee may determine that such Shares shall, after vesting, be further restricted as to transferability or be subject to repurchase by the Company upon occurrence of certain events determined by the Committee, in its sole discretion, and specified in the applicable Restricted Share Award Agreement. Awards of Restricted Shares or Restricted Share Units must be accepted by a grantee thereof within a period of thirty (30) days (or such other period as the Committee may specify at grant) after the award date by executing the Restricted Share or Restricted Share Unit Award Agreement and paying the purchase price, if any, of such award. The prospective recipient of a Restricted Share or Restricted Share Unit award shall not have any rights with respect to such award, unless and until such recipient has executed an agreement evidencing the award and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the applicable terms and conditions of such award.

(b) Share Restrictions. Subject to the provisions of this Plan and the applicable Restricted Share or Restricted Share Unit Award Agreement, during a period set by the Committee commencing with the date of such award and ending on such date as determined by the Committee at grant (the "Restriction Period"), the participant shall not be permitted to sell, transfer, pledge, assign or otherwise encumber shares of Restricted Shares or Restricted Share Units awarded under the Plan. The Committee shall have the authority, in its absolute discretion, to accelerate the time at which any or all of the restrictions shall lapse with respect to any Restricted Shares or Restricted Share Units or to remove any or all restrictions after the grant of such Restricted Shares. Unless otherwise determined by the Committee at or after grant or termination of service, if a participant's service to the Company terminates during the Restriction Period, all Restricted Shares or Restricted Share Units held by such participant still subject to restriction shall be forfeited by the participant.

(c) Stock Certificate and Legends. Each participant receiving a Restricted Share award shall be issued a stock certificate or book-entry account on the Company's transfer agent's records in respect of such Restricted Shares. Such certificate or book entry shall be registered in the name of the participant. The Committee may require that any stock certificates evidencing such Shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Shares award, the participant shall have delivered a stock power, endorsed in blank, relating to the Shares covered by such award.

(d) Shareholder Rights. Except as provided in this Section 6, the recipient shall have, with respect to the Restricted Shares covered by any award, all of the rights of a shareholder of the Company, including the right to vote the Shares, and the right to receive any dividends or other distributions, with respect to the Shares, but subject, however, to those restrictions placed on such Shares pursuant to this Plan and as specified by the Committee in the Restricted Share Award Agreement. A participant shall not have

any rights as a shareholder of the Company with respect to the Restricted Share Units unless and until the Shares underlying such Restricted Share Units have been issued and registered in the name of such participant; provided that a Restricted Share Unit Award Agreement may provide for dividend equivalents to be paid with respect to outstanding Restricted Share Units.

(e) Expiration of Restriction Period. If and when the Restriction Period expires without a prior forfeiture of the Restricted Shares subject to such Restriction Period, unrestricted certificates for such shares shall be delivered to the participant. Unrestricted shares subject to vested Restricted Share Units shall be delivered to the participant pursuant to the terms of the applicable Restricted Share Unit Award Agreement (which may, subject to Section 10(h), provide for deferral of such delivery to a date that is later than the date of vesting).

SECTION 7 | CHANGE OF CONTROL

(a) In the event of a Change of Control (as defined below), unless otherwise determined by the Committee at the time of grant and subject to Section 7(c), the following provisions shall apply:

(i) On the date that such Change of Control occurs, any or all Stock Options not previously exercisable and vested shall become fully exercisable and vested, and all outstanding Stock Options shall remain exercisable for the remainder of their original term.

(ii) On the date that such Change of Control occurs, the restrictions applicable to any or all Restricted Shares and Restricted Share Units shall lapse and such awards shall be fully vested.

(b) For purposes of this Plan, "Change of Control" means any of the following:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of twenty-five percent (25%) or more of either (x) the then outstanding Shares of the Company (the "Outstanding Company Common Shares"), or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company or any corporation controlled by the Company, (B) any acquisition by the Company or any corporation controlled by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or
(D)

any acquisition by any corporation that is a Non-Control Acquisition (as defined in subsection (iii) of this Section 7(b)); or

(ii) individuals who, as of the effective date of this Plan, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of the Company; provided, however, that any individual becoming a director subsequent to the effective date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of the Company; or

(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition by the Company of assets or shares of another corporation (a "Business Combination"), unless such Business Combination is a Non-Control Acquisition. A "Non-Control Acquisition" shall mean a Business Combination where: (x) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Shares and Outstanding Company Voting Securities, as the case may be, (y) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination (including any ownership that existed in the Company or the company being acquired, if any), and (z) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of the Company, providing for such Business Combination; or

(iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(c) Notwithstanding Section 7(a), if any Award is subject to Section 409A,
Section 7(a) shall be applicable only to the extent specifically provided in the applicable award agreement and permitted pursuant to Section 10(h) of the Plan.

SECTION 8 | AMENDMENTS AND TERMINATION

(a) The Board may amend, alter or discontinue the Plan; provided, however, no amendment, alteration or discontinuation shall be made (i) which would impair the rights of an optionee, participant or permitted transferee under any award theretofore granted, without the optionee's, participant's or transferee's consent, except for amendments made to cause the Plan or such award to comply with applicable law, stock exchange rules or accounting rules; or (ii) without the approval of the Company's shareholders to the extent such approval is required by applicable law, regulation or stock exchange rule.

Subject to the above provisions, the Company's Board of Directors shall have authority to amend the Plan to take into account changes in applicable tax and securities laws and accounting rules, as well as other developments.

SECTION 9 | UNFUNDED STATUS OF PLAN

The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments or deliveries of Shares not yet made by the Company to a participant, optionee or transferee, nothing contained herein shall give any such participant, optionee or transferee any rights that are greater than those of a general creditor of the Company. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Shares or payments hereunder consistent with the foregoing.

SECTION 10 | GENERAL PROVISIONS

(a) Share Transfer and Distribution. The Committee may require each person purchasing Shares pursuant to a Stock Option or Restricted Share or Restricted Share Unit award under the Plan to represent to and agree with the Company, in writing, that such person is acquiring the Shares without a view to the distribution thereof. Any certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.

All Shares or other securities delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any certificates evidencing such Shares to make appropriate reference to such restrictions.

The Company shall not be required to deliver any Shares or other securities under the Plan prior to such registration or other qualification of such Shares or other securities under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.

(b) Additional Arrangements. Nothing contained in this Plan shall prevent the Company from adopting other or additional compensation arrangements for its employees, consultants or Outside Directors.

(c) No Right to Award or Retention as Director. No person shall have any claim or right to be granted an award under this Plan and the grant of an award shall not confer upon any participant any right to be retained as a director of the Company, nor shall it interfere in any way with the right of the Company to terminate the service as a director of any of the Plan's participants at any time.

(d) Tax Withholding. The Company shall have the right to require the grantee of Restricted Shares or Restricted Share Units, or other person receiving such Shares, to pay the Company the amount of any taxes which the Company is required to withhold with respect to such Shares or, in lieu thereof, to retain, or sell without notice, a sufficient number of Shares held by it to cover the amount required to be withheld. The Company shall have the right to deduct from all dividends or dividend equivalents, as the case may be, paid with respect to Restricted Shares and Restricted Share Units the amount of any taxes which the Company is required to withhold with respect to such dividend or dividend equivalent payments, as the case may be.

The Company shall also have the right to require an optionee to pay to the Company the amount of any taxes which the Company is required to withhold with respect to the receipt by the optionee of Shares pursuant to the exercise of a Stock Option, or, in lieu thereof, to retain, or sell without notice, a number of Shares sufficient 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 Shares, the amount withheld shall not exceed the minimum required by applicable law and regulations.

(e) Beneficiaries. The Committee may establish such procedures as it deems appropriate for a participant to designate a beneficiary to whom any amounts or benefits payable in the event of the participant's death are to be paid.

(f) Laws Governing. The Plan and all awards made and action taken thereunder shall be governed by and construed in accordance with the laws of the State of Ohio, except to the extent superseded by federal law.

(g) Government Regulation. Notwithstanding any provisions of the Plan or any agreement made pursuant to the Plan, the Company's obligations under the Plan and such

agreement shall be subject to all applicable laws, rules and regulations and to such approvals as may be required by any governmental or regulatory agencies.

(h) Section 409A. It is the intention of the Company that no award shall be "deferred compensation" subject to Section 409A, unless and to the extent that the Committee specifically determines otherwise, and the Plan and the terms and conditions of all awards shall be interpreted accordingly. The terms and conditions governing any awards that the Committee determines will be subject to
Section 409A of the Code, including any rules for elective or mandatory deferral of the delivery of cash or Shares pursuant thereto, shall be set forth in the applicable award agreement, and shall comply in all respects with Section 409A.

SECTION 11 | TERM OF PLAN

No award shall be granted pursuant to the Plan on or after May 10, 2010, but awards granted prior to such date may extend beyond that date.

SECTION 12 | INDEMNIFICATION

No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award granted under the Plan. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under or in connection with this Plan or any award granted under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid by him or her, except a judgment based upon a finding of bad faith, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company's Articles of Incorporation or Code of Regulations, contained in any indemnification agreements, as a matter of law, or otherwise, or any power that the Company may have to indemnify him or her or hold him or her harmless.

SECTION 13 | SAVINGS CLAUSE

In case any one or more of the provisions of this Plan shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provision shall be deemed null and void; however, to the extent permissible by law, any provision which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Plan to be construed so as to foster the intent of this Plan.

SECTION 14 | AWARDS TO PARTICIPANTS OUTSIDE OF UNITED STATES

The Committee may modify the terms of any award under the Plan granted to a participant who, at the time of grant or during the term of the award, is resident or employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order to accommodate differences in local law, regulation, tax policy or custom, or so that the value and other benefits of the award to the participant, as affected by foreign tax laws and other restrictions applicable as a result of the participant's residence or employment abroad, will be comparable to the value of such an award to a participant who is resident or employed in the United States. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other purpose; provided that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval of the shareholders of the Company.

Exhibit 10.27

CARDINAL HEALTH, INC.
GLOBAL EMPLOYEE STOCK PURCHASE PLAN

SECTION 1 - PURPOSE

The Cardinal Health, Inc. Employee Stock Purchase Plan is adopted and established by Cardinal Health, Inc., an Ohio corporation, on the date set forth below, effective as of July 1, 2000, for the general benefit of the Employees of the Company and of certain of its Subsidiaries. The purpose of the Plan is to facilitate the purchase of Shares by Eligible Employees.

SECTION 2 - DEFINITIONS

a. "ACT" shall mean the Securities Act of 1933, as amended.

b. "ADMINISTRATOR" shall mean the Board of Directors of the Company, a designated committee thereof, or the person(s) or entity delegated the responsibility of administering the Plan, which initially shall be the Cardinal Health, Inc. Profit Sharing and Retirement Savings Plan Committee.

c. "AGENT" shall mean the bank, brokerage firm, financial institution, or other entity or person(s) engaged, retained or appointed to act as the agent of the Employer and of the Participants under the Plan, which initially shall be Merrill Lynch, Pierce, Fenner, & Smith, Inc.

d. "BOARD" shall mean the Board of Directors of the Company.

e. "CLOSING VALUE" shall mean, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

f. "CODE" shall mean the Internal Revenue Code of 1986, as amended and currently in effect, or any successor body of federal tax law.

g. "COMPANY" shall mean Cardinal Health, Inc., including any successor thereto.

h. "COMPENSATION", unless otherwise required by local law, shall mean wages, salaries, fees for professional services and other amounts received for personal services actually rendered in the course of employment with the Employer (including, but not limited to, commissions paid to salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips and bonuses) including amounts excludible from the Employee's gross income under Code Section 402(a)(8)
(relating to a Code Section 401(k) arrangement), Code Section 402(h) (relating to a Simplified Employee Pension), Code Section 125 (relating to a cafeteria plan) or Code Section 403(b) (relating to a tax-sheltered annuity) and compensation paid by the Employer to an Employee through another person under the common paymaster provisions of Code Sections 3121(s) and 3306(p) or under applicable savings or pension plans of Employer of the Employee. Compensation does not include, unless otherwise required by local law: (1) amounts realized from the exercise or sale of a non-qualified stock option, or (2) amounts realized when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture or becomes fully owned by the Employee, or (3) amounts realized from the exercise, sale, exchange, or other disposition of stock acquired under a qualified or incentive stock option, (4) moving allowances, automobile allowances, tuition reimbursement, financial/tax planning reimbursement, lunch vouchers, house allowances, and other allowances that receive special tax benefits,

other extraordinary compensation, including tax "gross-up" payments, and imputed income from other employer-provided benefits, and (5) other amounts that receive special tax benefits, such as premiums for group term life insurance or contributions made by the Employer (whether or not under salary reduction agreement) or mandatory payments made by the Employer to the Employee under the applicable law of the jurisdiction in which the Employer of this Employee is located or the Employee is employed or resides.

i. "DESIGNATED SUBSIDIARIES" shall mean all Subsidiaries whose Employees have been designated by the Administrator, in its sole discretion, as eligible to participate in the Plan.

j. "ELIGIBLE EMPLOYEE" shall mean an Employee of the Designated Subsidiary who is designated to participate in the Plan at the sole discretion of the Designated Subsidiary; provided, however, that such discretion shall not be exercised in violation of the applicable labor or other laws relating to discrimination based on gender, race, disability, age, national or social origin, political opinion, union membership or religious belief, or collective bargaining or other negotiated agreements.

k. "EMPLOYEE" shall mean individual who is a regular full time or part time Employee of the Employer for at least 30 days. An Employee may work either full time or part time work schedule and is normally included in the authorized staffing target and budget. Employee also includes the Employee who has been hired on a temporary contract but who is expected to fill a permanent staffing need and who is classified as a "PRN" or "on-call Employee". The Employee shall not include unionized Employee as defined by the regular practices of the Employer participating in the Plan to the extent permissible under local law.

l. "EMPLOYER" means, individually and collectively, the Company and the Designated Subsidiaries.

m. "ENROLLMENT PERIOD" shall mean the period immediately preceding the Offering Period that is designated by the Administrator in its discretion as the period during which an Eligible Employee may elect to participate in the Plan.

n. "OFFERING PERIOD" shall mean the period during which Participants in the Plan authorize payroll deductions or provide alternative contributions to fund the purchase of Shares on their behalf under the Plan pursuant to the options granted to them hereunder or the period during which participants in the Plan provide alternative contributions. Alternative contributions for the purpose of this Plan shall mean payment of contributions through personal checks of the Participants or such other means of contributing to the Plan as authorized by the Administrator.

o. "PARTICIPANT" shall mean any Eligible Employee who has elected to participate in the Plan for an Offering Period by authorizing payroll deductions or by making alternative contributions and following all applicable procedures established by the Administrator during the Enrollment Period for such Offering Period.

p. "PLAN" shall mean this Cardinal Health, Inc. Global Employee Stock Purchase Plan as amended from time to time.

q. "PLAN ACCOUNT" shall mean the individual account established for each Participant for purposes of accounting for and/or holding each Participant's payroll deductions, alternative contributions, Shares, etc.

r. "PLAN YEAR" shall mean the fiscal year of the Company.

s. "PURCHASE PRICE" shall mean, for each Share purchased in accordance with
Section 4 hereof, an amount equal to the lesser of (1) eighty-five percent (85%) of the Closing Value of a Share on the first Trading Day of each Offering Period (which for Plan purposes shall be deemed to be the date the option to purchase such Shares was granted to each Eligible Employee who is, or elects to become, a Participant); or (2) eighty-five percent (85%) of the Closing Value of such Share on the last Trading Day of the Offering Period (which for Plan purposes shall be deemed to be the date each such option to purchase such Shares was exercised).

t. "SHARES" means the Class A common shares, without par value, of the Company.

u. "SUBSIDIARY" shall mean a corporation or other entity, domestic or foreign, of which not less than fifty percent (50%) of the voting shares are held by the Company or a Subsidiary (except for the U.K. in which this term shall mean a corporation or other entity, domestic or foreign, of which more than fifty percent (50%) ownership of the voting shares are held by the Company or a Subsidiary) whether or not such corporation or other entity now exists or is hereafter organized or acquired by the Company or a Subsidiary (or as otherwise may be defined in Code Section 424).

v. "TRADING DAY" shall mean a day on which The New York Stock Exchange is open for trading.

SECTION 3 - ELIGIBLE EMPLOYEES

a. In General. Participation in the Plan is voluntary. All Eligible Employees of an Employer are eligible to participate in the Plan. All Eligible Employees granted options to purchase Shares hereunder shall have the same rights and privileges as every other such Eligible Employee, and only Eligible Employees of an Employer satisfying the applicable requirements of the Plan will be entitled to be granted options hereunder.

b. Limitations on Rights. An Employee who otherwise is an Eligible Employee shall not be entitled to purchase Shares under the Plan if such purchase would cause such Eligible Employee to own Shares (including any Shares which would be owned if such Eligible Employee purchased all of the Shares made available for purchase by such Eligible Employee under all options or rights then held by such Eligible Employee, whether or not then exercisable) representing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary.

SECTION 4 - ENROLLMENT AND OFFERING PERIODS

a. Enrolling in the Plan. To participate in the Plan, an Eligible Employee must enroll in the Plan. Enrollment for a given Offering Period will take place during the Enrollment Period for such Offering Period. The Administrator shall designate the initial Enrollment Period and each subsequent Enrollment Period and the Offering Period to which each Enrollment Period relates. Participation in the Plan with respect to any one or more of the Offering Periods shall neither limit nor require participation in the Plan for any other Offering Period.

b. The Offering Period. Any Employee who is an Eligible Employee and who desires to be granted options to purchase Shares hereunder must enroll in accordance with the procedures established by the Administrator during an Enrollment Period. Such authorization shall be effective for the Offering Period immediately following such Enrollment Period. The duration of an Offering Period shall be determined by the Administrator prior to the Enrollment Period and shall commence on the first day (or the first Trading Day) of the Offering Period and end on the last day (or the last Trading Day) of the Offering Period; provided, however, that if the Administrator terminates the Plan during an Offering Period, pursuant to its authority in Section 17 of the Plan, such Offering Period shall be deemed to end on the date the Plan is terminated. The termination of the Plan and the Offering Period shall end the Participant's rights to contribute amounts to the Plan or continue participation in the Offering Period. The date of termination of the Plan shall be deemed to be the final day of the Offering Period for purposes of determining the Purchase Price under the Offering Period and all amounts contributed during the Offering Period will be used as of such termination date to purchase Shares in accordance with the provisions of Section 9 of this Plan.

The Administrator may designate one or more Offering Periods during each Plan Year during the term of this Plan. On the first day (or the First Trading Day) of each Offering Period, each Participant shall be granted an option to purchase Shares under the Plan. Each option granted hereunder shall expire at the end of the Offering Period for which it was granted. In no event may an option granted hereunder be exercised after the expiration of 27 months from the date of grant.

c. Changing Enrollment. The offering of Shares pursuant to options granted under the Plan shall occur only during an Offering Period and shall be made only to Participants. Once an Eligible Employee is enrolled in the Plan, the Administrator or Employer will inform the Agent of such fact. Once enrolled, a Participant shall continue to participate in the Plan for each successive Offering Period (s) until he or she terminates his or her participation by revoking his or her payroll deduction authorization or by revoking his or her alternative contribution authorization or not contributing his or her alternative contributions or ceases to be an Eligible Employee. Once a Participant has elected to participate under the Plan, that Participant's payroll deduction authorization or alternative contribution authorization shall apply to all subsequent Offering Periods unless and until the Participant ceases to be an Eligible Employee, or modifies or terminates said authorization. If a Participant desires to change his or her rate of contribution, he or she may do so effective for the next Offering Period by following the procedures established by the Administrator during the Enrollment Period immediately preceding such Offering Period.

SECTION 5 - TERM OF PLAN

This Plan shall be in effect from July 1, 2000, until it is terminated by action of the Board.

SECTION 6 - NUMBER OF SHARES TO BE MADE AVAILABLE

Subject to adjustment as provided in Section 16 hereof, the total number of Shares made available for purchase by Participants granted options which are exercised under Section 9 hereof is 3 million, which may consist of authorized but unissued shares, treasury shares, or shares purchased by the Plan in the open market. The provisions of Section 9 b. shall control in the event the number of Shares covered by options which are exercised for any Offering Period exceeds the number of Shares available for sale under the Plan. If all of the Shares authorized for sale under the Plan have been sold, the Plan shall either be continued through additional authorizations of Shares made by the Board (such authorizations must, however, comply with Section 17 hereof), or shall be terminated in accordance with Section 17 hereof.

SECTION 7 - USE OF FUNDS

All payroll deductions or alternative contributions received or held by an Employer under the Plan will be used to purchase Shares in accordance with the provisions of this Plan. Any amounts held by an Employer or other party holding amounts in connection with or as a result of payroll withholding or alternative contribution made pursuant to the Plan and pending the purchase of Shares hereunder shall be considered a non-interest-bearing, unsecured indebtedness extended to the Employer or other party by the Participants, unless otherwise required under applicable local law or securities regulatory body requirements of the country in which the Employer of the Employee is located or the Employee is employed or resides, as the case may be. Administrative expenses of the Plan shall be allocated to each Participant's Plan Account unless such expenses are paid by the Employer.

SECTION 8 - AMOUNT OF CONTRIBUTION; METHOD OF PAYMENT

a. Payroll Withholding or Payroll Deduction or Alternative Contributions. Except as otherwise specifically provided herein, the Purchase Price will be payable by each Participant by means of payroll withholding. The withholding or alternative contributions shall be in increments of one percent (1%). Unless otherwise authorized by the Administrator, the minimum withholding or alternative contributions permitted shall be an amount equal to one percent (1%) of a Participant's Compensation and the maximum withholding or alternative contributions shall be an amount equal to fifteen percent (15%) of a Participant's Compensation. In any event, the total withholding or alternative contributions permitted to be made by any Participant for a calendar year shall be limited to the sum of legal currency equivalent of U.S. $21,250. The actual percentage of Compensation to be deducted or contributed shall be specified by a Participant in his or her authorization to participate in the Plan. Unless otherwise authorized by the Administrator, Participants may not deposit any separate cash payments into their Plan Accounts.

b. Application of Withholding Rules. Payroll withholding will commence with the first payroll issued during the Offering Period and will, except as otherwise provided herein, continue with each payroll

throughout the entire Offering Period, except for pay periods for which such Participant receives no compensation (e.g., uncompensated personal leave, leave of absence). A pay period which ends at such time that it is administratively impracticable to credit any payroll for such pay period to the then-current Offering Period will be credited in its entirety to the immediately subsequent Offering Period. A pay period which overlaps Offering Periods will be credited in its entirety to the Offering Period in which it is paid. Alternative contributions will be made in accordance with the procedure established by the Administrator. Payroll withholding or alternative contributions shall be retained by the Employer or other party, designated by the Administrator or the Employer as the case may be, until applied to the purchase of Shares as described in Section 9 hereof and the satisfaction of any related federal, state, local or other tax withholding obligations (including any employment tax obligations).

At the time the Shares are purchased, or at the time some or all of the Shares issued under the Plan are disposed of, Participants must make adequate provision for the Employer's federal, state, local or other tax withholding obligations (including employment taxes), if any, which arise upon the purchase or disposition of the Shares. At any time, the Employer may withhold from each Participant's Compensation the amount necessary for the Employer to meet applicable withholding obligations, including any withholding required to make available to the Employer any tax deductions or benefits attributable to the sale or early disposition of Shares by the Participant. Each Participant, as a condition of participating under the Plan, agrees to bear responsibility for all federal, state, local and other income taxes required to be withheld from his or her Compensation as well as the Participant's portion of FICA (both the OASDI and Medicare components), and other applicable social security or similar such taxes, with respect to any Compensation arising on account of the purchase or disposition of Shares. The Employer may increase income and/or employment tax withholding on a Participant's Compensation after the purchase or disposition of Shares in order to comply with federal, state, local and other tax laws, and each Participant agrees to sign any and all appropriate documents to facilitate such withholding.

SECTION 9 - PURCHASING, TRANSFERRING SHARES

a. Maintenance of Plan Account. Upon the exercise of a Participant's initial option to purchase Shares under the Plan, the Agent shall establish a Plan Account in the name of such Participant. At the close of each Offering Period, the aggregate amount deducted during such Offering Period by the Employer from a Participant's Compensation, or alternative contributions made to the Plan by the Participant (and credited to an account maintained by the Employer or other party for bookkeeping purposes) will be communicated by the Employer to the Agent and shall thereupon be credited by the Agent to such Participant's Plan Account (unless the Participant has given notice to the Administrator of his or her revocation of authorization prior to the date such communication is made). As of the last day of each Offering Period, or as soon thereafter as is administratively practicable, each Participant's option to purchase Shares will be exercised automatically for him or her by the Agent with respect to those amounts reported to the Agent by the Administrator or Employer as creditable to that Participant's Plan Account. On the date of exercise, the amount then credited to the Participant's Plan Account for the purpose of purchasing Shares hereunder will be divided by the Purchase Price and there shall be transferred to the Participant's Plan Account by the Agent the number of whole and/or fractional shares which results, as permitted by local law.

The Agent shall hold in its name, or in the name of its nominee, all Shares so purchased and allocated. No certificate will be issued to a Participant for Shares held in his or her Plan Account unless he or she so requests in writing or unless such Participant's active participation in the Plan is terminated due to death, disability, separation from service or retirement. Participation in the Plan, purchase, ownership and sale of Shares under the Plan, is subject to risk of fluctuation in Shares' price and currency exchange.

b. Insufficient Number of Available Shares. In the event the number of Shares covered by options which are exercised for any Offering Period exceeds the number of Shares available for sale under the Plan, the number of Shares actually available for sale hereunder shall be limited to the remaining number of Shares authorized for sale under the Plan and shall be allocated by the Agent among the Participants in proportion to each Participant's Compensation during the Offering Period over the total Compensation of all Participants during the Offering Period. Any excess amounts withheld and credited to Participants' Plan Accounts then shall be returned to the Participants as soon as is administratively practicable.

c. Handling Excess Shares. In the event that the number of Shares which would be credited to any Participant's Plan Account in any Offering Period exceeds the limit specified in Section 3 b. hereof, such Participant's Plan Account shall be credited with the maximum number of Shares permissible, and the remaining amounts will be refunded in cash as soon as administratively practicable.

d. Status Reports. Statements of each Participant's Plan Account shall be given to Participants at least annually.

SECTION 10 - DIVIDENDS AND OTHER DISTRIBUTIONS

a. Reinvestment of Dividends. Subject to applicable law, cash dividends and other cash distributions received by the Agent on Shares held in its custody hereunder will be credited to the Plan Accounts of individual Participants in accordance with such Participants' interests in the Shares with respect to which such dividends or distributions are paid or made, and will be applied, as soon as practical after the receipt thereof by the Agent, to the purchase in the open market at prevailing market prices of the number of whole Shares capable of being purchased with such funds (after deduction of any bank service fees, brokerage charges, transfer taxes, and any other transaction fee, expense or cost payable in connection with the purchase of such Shares and not otherwise paid by the Employer and subject to the Company's obligation to withhold federal, state, or other local taxes).

b. Shares to Be Held in Agent's Name. All purchases of Shares made pursuant to this Section will be made in the name of the Agent or its nominee, shall be held as provided in Section 9 hereof, and shall be transferred and credited to the Plan Account(s) of the individual Participant(s) to which such dividends or other distributions were credited. Dividends paid in the form of Shares will be allocated by the Agent, as and when received, with respect to Shares held in its custody hereunder to the Plan Accounts of individual Participants in accordance with such Participants' interests in such Shares with respect to which such dividends were paid. Property, other than Shares or cash, received by the Agent as a distribution on Shares held in its custody hereunder, shall be sold by the Agent for the accounts of the Participants, and the Agent shall treat the proceeds of such sale in the same manner as cash dividends received by the Agent on Shares held in its custody hereunder.

c. Tax Responsibilities. The automatic reinvestment of dividends under the Plan will not relieve a Participant (or Eligible Employee with a Plan Account) of any income or other tax that may be due on or with respect to such dividends. The Agent shall report to each Participant (or Eligible Employee with a Plan Account) the amount of dividends credited to his or her Plan Account.

SECTION 11 - VOTING OF SHARES

A Participant shall have no interest or voting right in the Shares covered by his or her option until such option has been exercised. Shares held for a Participant (or Eligible Employee with a Plan Account) in his or her Plan Account will be voted in accordance with the Participant's (or Eligible Employee's) express directions. In the absence of any such directions, such Shares will not be voted.

SECTION 12 - IN-SERVICE DISTRIBUTION OR SALE OF SHARES

a. Sale of Shares. Subject to the provisions of Section 19 hereof, a Participant may at any time, and without withdrawing from the Plan, by giving notice to the Agent, direct the Agent to sell all or part of the Shares held on behalf of the Participant. Upon receipt of such a notice, the Agent shall, as soon as practicable after receipt of such notice, sell such Shares in the marketplace at the prevailing market price and transmit the net proceeds of such sale (less any bank service fees, brokerage charges, transfer taxes, and any other transaction fee, expense or cost) to the Participant.

b. In-Service Share Distributions. A Participant may, without withdrawing from the Plan, request that a certificate for all or part of the whole number of Shares held in his or her Plan Account be sent to him or her after the relevant Shares have been purchased and allocated subject to the requirement that such Shares be held in the Participant's Plan Account for a period of at least 24 months after the date of exercise, as described in

Section 9 a., above. All such requests must be submitted in writing to the Agent. No certificate for a fractional Share will be issued; the fair value of fractional Shares on the date of withdrawal of all Shares credited to a Participant's Plan Account shall be paid in cash to such Participant. The Plan may impose a reasonable charge, to be paid by the Participant, for each stock certificate so issued prior to the date active participation in the Plan ceases; such charge shall be paid by the Participant to the Administrator or Employer prior to the date any distribution of a certificate evidencing ownership of such Shares occurs.

SECTION 13 - CESSATION OF ACTIVE PARTICIPATION

A Participant may at any time, by giving notice to the Administrator or Employer, revoke his or her authorization for payroll deduction or alternative contributions for the Offering Period in which such revocation is made. A Participant who revokes authorization or does not make alternative contributions for payroll deduction may not again participate under the Plan until the next Offering Period immediately subsequent to the Offering Period during which the Participant revoked payroll deduction authorization or did not make alternative contributions with respect thereto.

SECTION 14 - SEPARATION FROM EMPLOYMENT

Separation from employment for any reason, including death, disability, termination or retirement shall be deemed to be a cessation of active participation in the Plan as described under Section 13 hereof.

SECTION 15 - ASSIGNMENT

Neither payroll deductions nor alternative contributions credited to a Participant's Plan Account nor any rights to purchase Shares under the Plan may be assigned, alienated, transferred, pledged, or otherwise disposed of in any way by a Participant other than by will or the laws of descent and distribution. Any such assignment, alienation, transfer, pledge, or other disposition shall be without effect, except that the Administrator may treat such act as an election to withdraw from the Plan. A Participant's right to purchase Shares under this Plan may be exercisable during the Participant's lifetime only by the Participant. A Participant's Plan Account shall be payable to the Participant's estate upon his or her death.

SECTION 16 - ADJUSTMENT OF AND CHANGES IN SHARES

If at any time after the effective date of the Plan the Company shall subdivide or reclassify the Shares which have been or may be optioned under the Plan, or shall declare thereon any stock split or dividend payable in Shares, or shall alter the capital structure of the Shares or the Company in any similar manner, then the number and class of shares held in the Plan and which may thereafter be optioned (in the aggregate and to any Participant) shall be adjusted accordingly, and in the case of each option outstanding at the time of any such action, the number and class of shares which may thereafter be purchased pursuant to such option and the Purchase Price shall be adjusted accordingly, as necessary to preserve the rights of the holder(s) of such Shares and option(s).

SECTION 17 - AMENDMENT OR TERMINATION OF THE PLAN

The Board shall have the right, at any time, to amend, modify or terminate the Plan without notice; provided, however, that no Participant's existing options shall be adversely affected by any such amendment, modification or termination, except to comply with applicable law, stock exchange rules or accounting rules. Notwithstanding the foregoing, the Board shall have the right to terminate the Plan with respect to all future payroll deductions and related purchases at any time. Such termination of the Plan shall also terminate any current Offering Period in accordance with Section 4 of the Plan.

Designations of participating corporations may be made from time to time from among a group of corporations consisting of the Employer, its parent and its Subsidiaries (including corporations that become Subsidiaries or a parent after the adoption and approval of the Plan).

The Company may amend or modify the Plan or make regulations for the operation of the Plan that are not inconsistent with these rules to apply to Employees and Participants who are employed or resident outside of the United States of America in accordance with the relevant law. "Relevant law" shall mean the applicable law of the jurisdiction in which the Employer of the Employee is located or where the Employee is employed or resides and the securities regulatory body requirements and the taxation requirements of that same jurisdiction.

SECTION 18 - ADMINISTRATION

a. Administration. The Plan shall be administered by the Administrator. The Administrator shall be responsible for the administration of all matters under the Plan which have not been delegated to the Agent. The Administrator shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Any rule or regulation adopted by the Administrator shall remain in full force and effect unless and until altered, amended or repealed by the Administrator.

b. Specific Responsibilities. The Administrator's responsibilities shall include, but shall not be limited to:

(1) interpreting the Plan (including issues relating to the definition and application of "Compensation");

(2) identifying and compiling a list of persons who are Eligible Employees for an Offering Period;

(3) identifying those Eligible Employees not entitled to be granted options or other rights for an Offering Period on account of the limitations described in Section 3 b. hereof; and

(4) providing to Participants upon request Company financial statements which are publicly available.

The Administrator may from time to time adopt rules and regulations for carrying out the terms of the Plan. Interpretation or construction of any provision of the Plan by the Administrator shall be final and conclusive on all persons, absent specific and contrary action taken by the Board. Any interpretation or construction of any provision of the Plan by the Board shall be final and conclusive.

SECTION 19 - SECURITIES LAW AND OTHER RESTRICTIONS

Notwithstanding any provision of the Plan to the contrary, no payroll deductions or alternative contributions shall take place and no Shares may be purchased under the Plan until a registration statement has been filed and become effective with respect to the issuance of the Shares covered by the Plan under the Act and any other required action has been taken under any other applicable law of the jurisdiction in which the Employer of the Employee is located or the Employee is employed or resides. Prior to the effectiveness of such registration statement, Shares subject to purchase under the Plan may be offered to Eligible Employees only pursuant to an exemption from the registration requirements of the Act and pursuant to any other action that is required under any other applicable law of the jurisdiction in which the Employer of the Employee is located or the Employee is employed or resides.

SECTION 20 - NO INDEPENDENT EMPLOYEE'S RIGHTS

Nothing in the Plan shall be construed to be a contract of employment between an Employer or its parent or any Subsidiary and any Employee, or any group or category of Employees (whether for a definite or specific duration or otherwise), or to prevent the Employer, its parent or any Subsidiary from terminating any Employee's employment at any time, without notice or recompense to the extent permissible under local law.

Nothing in this Plan shall be construed as conferring any rights of a shareholder in any Employee or any other person until the option to purchase shares granted to the Employee hereunder has been exercised.

SECTION 21 - APPLICABLE LAW

The Plan shall be construed, administered and governed in all respects under the laws of the State of Ohio to the extent such laws are not preempted or controlled by federal law.

SECTION 22 - MERGER OR CONSOLIDATION

If the Company shall at any time merge into or consolidate with another corporation or business entity, each Participant will thereafter be entitled to receive at the end of the Offering Period (during which such merger or consolidation occurs) the securities or property which a holder of Shares was entitled to upon and at the time of such merger or consolidation. A sale of all or substantially all of the assets of the Company shall be deemed a merger or consolidation for the foregoing purposes.

FIRST AMENDMENT
TO THE
CARDINAL HEALTH, INC. GLOBAL EMPLOYEE STOCK PURCHASE PLAN

Background Information

A. Cardinal Health, Inc., an Ohio corporation (the "Company"), maintains an employee stock purchase plan known as the Cardinal Health, Inc. Global Employee Stock Purchase Plan (the "Plan") for the benefit of eligible employees of its designated subsidiaries.

B. Pursuant to Section 17 of the Plan, the Company may amend the Plan by action of its Board of Directors, which authority has been delegated by the Board of Directors to the Financial Benefit Plans Committee of the Company.

C. The Cardinal Health Financial Benefit Plans Committee (the "Committee") is empowered to amend the Plan on behalf of the Company by action of a majority of its members then in office and has authorized the amendments set forth herein and the execution of these amendments by the undersigned.

Amendment to the Plan

Effective as of February 25, 2005, the Cardinal Health, Inc. Global Employee Stock Purchase Plan is amended in the following respects:

1. Section 10.a is hereby revised to read as follows: "Reinvestment of Dividends. Subject to applicable law, cash dividends and other cash distributions received by the Agent on Shares held in its custody hereunder will be credited to the Plan Accounts of individual Participants in accordance with such Participants' interests in the Shares with respect to which such dividends or distributions are paid or made. Cash dividends will be applied, as soon as practicable after the receipt thereof by the Agent, in accordance with the directions of the individual Participant to whose Plan Account such amounts have been credited. Participants may, but are not required to, direct that such cash dividends be applied to the purchase in the open market at prevailing market prices of the number of whole Shares capable of being purchased with such funds (or the portion of such funds designated for such application by the Participant), after deduction of any bank service fees, brokerage charges, transfer taxes, and any other transaction fee, expense or cost payable in connection with the purchase of such Shares and not otherwise paid by the Employer, and subject to the Company's obligation to withhold federal, state or other local taxes."

2. In all other respects, the Plan shall remain in full force and effect.

Date: April 7, 2005                     CARDINAL HEALTH, INC.


                                        By: /s/ Sue Nelson
                                            ------------------------------------
                                        Its: Vice President, Compensation &
                                             Benefits, Secretary, FBPC

Exhibit 10.36

RETENTION AGREEMENT

THIS RETENTION AGREEMENT (this "Agreement") is dated as of August 31, 2004, by and between David L. Schlotterbeck (the "Employee") and ALARIS Medical Systems, Inc., a Delaware corporation (the "Company").

RECITALS

WHEREAS, the Employee and the Company executed a letter agreement on May 10, 2000, (the "Change of Control Agreement") providing the Employee with certain severance benefits in the event of a "change of control" as defined in the Change of Control Agreement;

WHEREAS, on July 7, 2004, the Company became a wholly-owned subsidiary of Cardinal Health, Inc. ("Cardinal"), pursuant to that certain Agreement and Plan of Merger by and among the Company, Blue Merger Corp. and Cardinal dated as of May 18, 2004 (the "Merger Agreement");

WHEREAS, the Employee is employed by the Company; and

WHEREAS, the Company values the services of the Employee and desires to provide an inducement to the Employee to work as an employee of the Company for a period following the Closing (as such capitalized term is defined in the Merger Agreement).

AGREEMENT

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

1. Retention Program. If the Employee remains employed by the Company, Cardinal or any other direct or indirect subsidiary of Cardinal (Cardinal and Cardinal's other subsidiaries are hereinafter referred to as "Affiliated Companies" and each as an "Affiliated Company") until June 28, 2006 (the "Target Date"), the Company shall pay to Employee a one-time, lump-sum retention cash bonus equal to the greater of (a) $2,172,000.00 and (b) the sum of (i) two hundred percent (200%) of the Employee's base annual pay effective as of the Target Date and (ii) two hundred percent (200%) of the Employee's target bonus for the fiscal year ending June 30, 2006 (the "Retention Bonus"). If the Retention Bonus is earned by the Employee pursuant to this Section 1, the Retention Bonus will be paid to the Employee within fifteen (15) days following the Target Date. In addition, if at anytime after June 28, 2006 (the "Target Date") the Employee voluntarily departs from the Company, the Company shall pay to the Employee a one time lump sum cash bonus equal to one hundred percent (100%) of the Employee's base annual pay effective as of the departure date.

2. Change of Control Agreement. The Employee acknowledges and agrees that by executing this Agreement, the Change of Control Agreement shall be terminated in its entirety, and the terms and conditions thereof shall be superseded by the terms and conditions of this Agreement; and that, effective upon the execution of this Agreement by the Employee, neither the Company nor Cardinal, nor any other Affiliated Company, shall have any obligation to the Employee, nor shall the Employee enjoy any rights or privileges, under the Change of Control Agreement.

3. Termination Prior to the Target Date.

(a) General. Nothing contained in this Agreement shall (i) confer upon the Employee any right to continue in the employ of the Company, (ii) constitute any contract or agreement of employment, or (iii) interfere in any way with the at-will nature of the Employee's employment with the Company. The parties hereto acknowledge, understand and agree that (so long as it is done in accordance with applicable law) the Company may terminate the Employee's employment at any time for any reason or for no reason with or without notice and that the Employee may terminate the Employee's employment with the Company at anytime for any reason or for no reason with or without notice, including, without limitation, in each case, for Disability (as hereinafter defined), but only if that Disability continues through the Date of Termination (as hereinafter defined). The Employee shall be entitled to the benefits provided in Section 4 upon a termination of the Employee's employment if that termination occurs on or prior to the Target Date, but only if that termination was effected (i) by the Company other than for Cause (as defined below); (ii) by the Employee for Good Reason (as defined below); (iii) by the Employee's death; or (iv) by the Company for Disability (as defined below) (a termination of the Employee's employment under the circumstances set forth in clause (i), (ii), (iii) or (iv) of this sentence is hereinafter referred to as a "Payment Termination"). The Employee shall not be entitled to the benefits provided in Section 4: (i) if the Employee's employment is terminated for any reason after the Target Date or (ii) the Employee's employment is terminated on or prior to the Target Date, if such termination is occasioned: (A) by the Company for Cause or (B) by the Employee for other than Good Reason. A termination of the Employee's employment under the circumstances set forth in clause (A) or (B) above is hereinafter referred to as a "Non-Payment Termination").

(b) Death or Disability. The Employee's employment with the Company shall terminate, automatically, upon the Employee's death. For purposes hereof the term "Disability" shall mean the Employee's absence from the full-time performance of the Employee's duties with the Company for six (6) consecutive months as set forth in the Company's disability plan, a copy of which is available to the Employee.

(c) Cause. The Company may terminate the Employee's employment for any reason or for no reason, including, without limitation, for Cause. For purposes of this Agreement, "Cause" shall mean (i) any breach by the Employee of any of the Employee's obligations under this Agreement of a type and kind which is materially adverse to the Company and which remains uncured by the Employee for thirty (30) calendar days following the Employee's receipt of Notice of Termination (as hereinafter defined); (ii) any gross misconduct by the Employee of a type and kind which is materially adverse to the Company; (iii) any violation by the Employee of a governmental law, rule or regulation applicable to the business of the Company of a type and kind which is materially adverse to the Company; or (iv) the Employee's conviction of, or entry by the Employee of a guilty, or no contest, plea to, the commission of a felony of a kind that causes material impairment or injury or substantial embarrassment to the Company.

(d) Good Reason. The Employee may terminate the Employee's employment for any reason or for no reason, including, without limitation for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence after the Closing occurring on or before the Target Date of any one or more of the following events without, in each case, the Employee's prior written consent:

i. the assignment to the Employee of any duties (other than duties constituting reasonable transition services in connection with the consummation of the transaction anticipated by the Merger Agreement) which are inconsistent with the position in the Company that the Employee held immediately prior to the Closing, an alteration in the nature or status of the Employee's responsibilities or the conditions of the Employee's employment from those in effect immediately prior to the Closing, or any other action by the Company that results in a diminution in the position and authority with the Company held by the Employee prior to the Closing, in each case, under circumstances in which such assignment, alteration or action is materially adverse to the Employee; provided, however, that, for purposes of this Section, the fact that the Employee is no longer an employee of a "publicly-traded" company shall not be deemed to be an alteration in the Employee's responsibilities or conditions or a diminution in position or authority;

ii. the Company's reduction of the Employee's annual base salary or bonus opportunity, each as in effect on the Closing Date or as the same may be increased from time to time;

iii. the relocation of the Company's offices at which the Employee is principally employed immediately prior to the Closing (the Employee's "Principal Location") to a location more than ten (10) miles from the Principal Location, or the Company's requiring the Employee to be based at a location more than ten (10) miles from the Employee's Principal Location, except for required travel on the Company's business to an extent substantially consistent with the Employee's present business travel obligations;

iv. the Company's failure to pay to the Employee any portion of the Employee's current compensation or any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven
(7) days following the later of the date such compensation is due or the date of written demand by the Employee for the payment of such compensation (specifically referring to this Section 3(d)(iv));

v. the Company's failure to continue in effect compensation and benefit plans which provide the Employee with benefits which are substantially similar, on an aggregate basis, to the benefits provided to the Employee under the Company's regular compensation and benefit plans and practices immediately prior to the Closing, unless an equitable arrangement (embodied in ongoing substitute or alternative plans) has been made with respect to such plans, or the Company's failure to continue the Employee's participation therein (or in such substitute or alternative plans) on a basis not materially less favorable in the aggregate, both in terms of the amount of benefits provided and the level of the Employee's participation relative to other participants, as existed at the time of the Closing;

vi. any purported termination of the Employee's employment by the Company which does not satisfy the requirements of Section 3(e) hereof (such a purported termination shall not be effective for purposes of this Agreement);

vii. the continuation or repetition, after written notice of objection from the Employee (specifically referring to this Section 3(d)(vii)), of harassing or denigrating treatment of the Employee inconsistent with the Employee's position with the Company, which treatment is materially adverse to the Employee; or

viii. any breach by the Company of its obligations under this Agreement which is materially adverse to the Employee and which remains uncured by the

Company for five (5) calendar days following the Company's receipt of notice thereof (specifically referring to this Section 3(d)(viii)).

In addition, in the event that the Employee has become Disabled on or before the Target Date, the Employee may terminate the Employee's employment on or before the Target Date and such termination shall be deemed to be for Good Reason.

Further, the Employee's continued employment shall not constitute consent to, or a waiver of right with respect to, any circumstance constituting Good Reason hereunder.

(e) Notice of Termination. Any purported termination of the Employee's employment by the Company or by the Employee (other than termination due to the Employee's death, since the Employee's death terminates the Employee's employment automatically) occurring on or before the Target Date shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 7. For purposes of this Agreement, "Notice of Termination" means a notice that shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee's employment under the provision so indicated and shall set forth a date (the "Date of Termination") which follows the date of that notice. If, notwithstanding the foregoing, the Employee's employment is being terminated by the Employee for Good Reason, the Date of Termination may not be more than thirty (30) days from the date of that notice or more than three (3) months from the date of the events giving rise to that Good Reason, whichever first occurs.

(f) Date of Termination. If the Company seeks to terminate the Employee's employment for Cause, the date of termination of the Employee's employment shall be the Date of Termination, except that if the consequences of the act or omission to act set forth in the pertinent Notice of Termination is curable (and cure is allowed under such circumstances) then the date of termination of the Employee's employment shall be the date which is the thirty-first (31st) day following the Date of Termination, unless the Employee shall have cured such consequences prior to that date, in which case the Employee's employment shall not terminate. Subject to a different date set forth in a Notice of Termination provided under Section 3(e), if the Employee seeks to terminate the Employee's employment with the Company for Good Reason, the date of termination of the Employee's employment shall be the Date of Termination. The date that the Employee's employment actually terminates is hereinafter referred to herein as the "Final Date".

4. Compensation upon Termination.

(a) Non-Payment Termination. In the event of a Non-Payment Termination, the Company shall pay to Employee the Employee's full base salary, when due, through the Final Date at the rate in effect immediately prior to the delivery of the pertinent Notice of Termination, if a Notice of Termination was required to have been given, or if it was not, then on the Final Date, plus all other amounts to which the Employee is entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to the Employee under Section 1 or otherwise under this Agreement.

(b) Payment Termination. In the event of a Payment Termination, then, subject to Section 4(e) and in lieu of any severance benefits to which the Employee may otherwise be entitled under any severance plan or program of the Company, the Employee shall

be entitled to the benefits provided below, and the Company shall have no further obligations to the Employee under Section 1 or otherwise under this Agreement:

i. the Company shall pay to Employee the Employee's full base salary, when due, through the Final Date at the rate in effect immediately prior to the delivery of the pertinent Notice of Termination (or if the Employee's termination is for Good Reason by reason of a reduction in the Employee's annual base salary, the rate in effect immediately prior to such reduction), at the time specified in Section 4(c), plus all other amounts (other than severance benefits not provided for in this Agreement) to which the Employee is entitled under any compensation plan of the Company at the time such payments are due;

ii. in lieu of any further salary payments to the Employee for periods subsequent to the Final Date, the Company shall pay as severance pay to the Employee, at the time specified in Section 4(c), a one-time, lump-sum severance payment equal to the greater of (1) $2,172,000.00 and (2) the sum of (A) two hundred percent (200%) of the Employee's annual base salary as in effect immediately prior to the delivery of the pertinent Notice of Termination (or if the Employee's termination is for Good Reason by reason of a reduction in the Employee's annual base salary, the rate in effect immediately prior to such reduction) and (B) two hundred percent (200%) of the Employee's targeted annual aggregate bonus amounts for the fiscal year ending June 30, 2006 (or if the Employee's termination is for Good Reason by reason of a reduction in the Employee's bonus opportunity, the bonus opportunity in effect immediately prior to such reduction). In addition, the Company shall pay to the Employee a one time lump sum cash bonus equal to one hundred percent (100%) of the Employee's base annual pay effective as of the Notice of Termination date.

iii. the Company shall, at its sole expense as incurred, provide the Employee with outplacement services for a period not to exceed nine (9) consecutive months immediately following the Final Date at an aggregate cost to the Company not to exceed $12,000, the scope of which shall be selected by the Employee in the Employee's sole discretion and the provider of which shall be selected by the Employee from among the providers offered to the Employee by the Company;

iv. for the period beginning on the Final Date and ending on the earlier of (A) the date which is twenty-four (24) full months following the Final Date or (B) the first day of the Employee's eligibility to participate in another group health plan, the Company shall pay for and provide the Employee and the Employee's dependents with the same medical benefits coverage to which the Employee would have been entitled had the Employee remained continuously employed by the Company during such period. In the event that the Employee is ineligible under the terms of the Company's benefit plans to continue to be so covered, the Company shall provide the Employee with substantially equivalent coverage through other sources or will provide the Employee with a lump sum payment (determined on a present value basis using the interest rate provided in
Section 1274(b)(2)(B) of the Internal Revenue Code (the "Code") on the Date of Termination) in such amount that, after all income and employment taxes on that amount, shall be equal to the cost to the Employee of providing the Employee such benefit coverage. At the termination of the benefits coverage under the first sentence of this Section 4(b)(iv), the Employee and the Employee's dependents shall be entitled to continuation coverage ("COBRA Coverage") pursuant to Section 4980B of the Code, Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if the Employee had terminated employment with the Company on the date such benefits coverage terminates; provided, however, that the period of the

Employee's benefits coverage under the first sentence of this Section 4(b)(iv) shall be offset against the period during which the Employee would be entitled to such COBRA Coverage; and

v. the Employee shall be fully vested in the Employee's accrued benefits under any qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plans maintained by the Company for the Employee's benefit; provided, however, that to the extent that the acceleration of vesting of such benefits would violate any applicable law or require the Company to accelerate the vesting of the accrued benefits of all participants in such plan or plans, then, assuming that the Employee obtains the appropriate consents, the Company shall pay the Employee a lump-sum payment at the time specified in
Section 4(c) in an amount equal to the value of such unvested benefits.

(c) Timing of Payment. The payments provided for in Sections 4(b)(i),
(ii) and (v) (if applicable) shall be made not later than the fifth (5th) business day following the Final Date; provided, however, that if the amounts of such payments cannot be finally determined on or before such date, the Company shall pay to the Employee on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Final Date. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Employee, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

(d) No Mitigation. The Employee shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise nor, except as provided in Section 4(b)(iv), shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by the Employee as the result of employment by another employer or self-employment, by retirement benefits, by offset against any amounts (other than loans or advances to the Employee by the Company) claimed to be owed by the Employee to the Company, or otherwise.

(e) Treatment of Payment.

i. Notwithstanding anything contained herein, if any payment or distribution to the Employee or for the Employee's benefit (whether paid or payable or distributed or distributable) pursuant to the terms of this Section 4 (a "Payment") would constitute a "parachute payment" within the meaning of
Section 280G of the Code, the Payments shall be reduced to the extent necessary so that no portion of the Payments shall be subject to the excise tax imposed by
Section 4999 of the Code (the "Excise Tax"), but only if, by reason of such reduction, the net after-tax benefit to the Employee shall exceed the net after-tax benefit to the Employee if no such reduction was made. For purposes of this Section 4(e), "net after-tax benefit" shall mean (A) the Payments which the Employee receives or is then entitled to receive that would constitute "parachute payments" within the meaning of Section 280G of the Code, less (B) the amount of all federal, state, local and foreign income and employment taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (C) the amount of the Excise Tax imposed with respect to the Payments. The foregoing determination will be made by the Accountants (as defined below) in consultation with the Employee and the Company and in accordance with the analysis, valuations and calculations prepared by the

Accountants in connection with this Agreement. If the Accountants determine that such reduction is required by this Section 4(e)(i), the Employee, in the Employee's sole and absolute discretion, may determine which Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to the Employee. The Employee and the Company will each provide the Accountants access to and copies of any books, records, and documents in the possession of the Employee or the Company, as the case may be, reasonably requested by the Accountants, and otherwise cooperate with the Accountants in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 4(e)(i).

ii. All determinations required to be made under this Section
4(e), including the assumptions to be utilized in arriving at such determinations, shall be made by the Accountants which shall provide the Employee and the Company with its determinations and detailed supporting calculations with respect thereto at least fifteen (15) business days prior to the date on which the Employee would be entitled to receive a Payment (or as soon as practicable in the event that the Accountants have less than fifteen
(15) business days advance notice that the Employee may receive a Payment) in order that the Employee may determine whether the Employee concurs with such determination. For the purposes of this Section 4(e), the "Accountants" shall mean the Company's independent certified public accountants serving immediately prior to the Final Date. All fees and expenses of the Accountants shall be borne solely by the Company. For the purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, such Payments will be treated as "parachute payments" within the meaning of
Section 280G of the Code, and all "parachute payments" in excess of the "base amount" (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that in the opinion of the Accountants such Payments (in whole or in part) either do not constitute "parachute payments" or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the "base amount," or such "parachute payments" are otherwise not subject to such Excise Tax. Any determination by the Accountants shall be binding upon the Company and the Employee. As a result of uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that the amount of the Payments that the Accountants determine would constitute a "parachute payment" within the meaning of Section 280G of the Code will have been less than the amount of the Payments that the Internal Revenue Service (the "IRS") determines constitutes a "parachute payment" within the meaning of Section 280G of the Code. In such event, the Employee shall notify the Company in writing of any such claim by the IRS. Such notification shall be given as soon as practicable after the Employee is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. In connection with any contest or potential contest of such claim, the Employee and the Company will provide each other access to and copies of any books, records, and documents in the possession of the Employee or the Company, as the case may be, reasonably requested by the other party, and will otherwise cooperate with each other in connection with any such contest or potential contest. In the event that the Employee or the Company contest such claim, the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest. If it is finally determined that the amount of the Payments that the Accountants determined constituted a "parachute payment" within the meaning of Section 280G of the Code is less than the amount of the Payments that the IRS determined constituted a "parachute payment" within the meaning of Section 280G of the Code, the Employee shall repay to the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) that amount of the Payments necessary to reduce the Payments such that no portion thereof shall be subject to the Excise Tax, but only if,

by reason of such repayment, the net after-tax benefit to the Employee shall exceed the net after-tax benefit to the Employee if no such repayment was made. Nothing contained in this Section 4(e)(ii) shall limit the Employee's ability or entitlement to settle or contest, as the case may be, any claim or issue asserted or raised by the IRS or any other taxing authority.

(f) Release. Notwithstanding anything to the contrary contained herein, as a condition to the effectiveness of this Retention Agreement, the Employee agrees to execute the Release and Waiver of Claims attached hereto as Exhibit A (the "Release"), which releases the Company from any and all claims, liabilities and obligations that may have arisen due to events occurring prior to the Employee's execution of the Release.

5. Stock Options; Eligibility for Annual Merit Reviews and Incentive Plans.

(a) Stock Options. Notwithstanding anything contained herein, all outstanding options, if any, granted to the Employee under any of the Company's stock option plans, incentive plans or other similar plans (or options substituted therefor covering the stock of a successor corporation) shall continue to be subject to the terms, provisions and limitations of the applicable stock option plan and option agreement.

(b) Annual Merit Review; Incentive Plans. The Employee shall continue to be eligible for annual merit reviews and Company incentive plans.

6. Successors; Binding Agreement.

(a) The Company shall require any successor thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise (a "Change of Control")) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to pay and perform, when due, all of the obligations of the Company to the Employee under this Agreement incurred in connection with a Change of Control to such successor, to the extent such a Change of Control occurs on or prior to the Target Date. For the avoidance of doubt, the Company's obligations under this Section 6(a) shall not be triggered by a Change of Control of Cardinal or any of other Affiliated Company (other than the Company).

(b) This Agreement shall inure to the benefit of and be enforceable by the Employee and the Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Employee should die while any amount would still be payable to the Employee hereunder had the Employee continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee or other designee or, if there is no such designee, to the Employee's estate.

7. Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or, registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the signature page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

8. Confidentiality; Non-Solicitation.

(a) The Employee hereby agrees to continue to be bound by the terms and conditions of the Confidentiality and Invention Assignment Agreement by and between the Company and the Employee dated May 10, 2000, attached hereto as Exhibit B (the "Confidentiality and Invention Assignment Agreement").

(b) The Employee hereby agrees that, for the period commencing on the Final Date and terminating on the twelve (12) month anniversary thereof, the Employee shall not, either on the Employee's own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit or attempt to solicit away from the Company any of its officers or employees or offer employment to any person who, on or during the six (6) months immediately preceding the date of such solicitation or offer, is or was an officer or employee of the Company; provided, however, that a general advertisement to which an employee of the Company responds shall in no event be deemed to result in a breach of this Section 8. Such agreement by the Employee shall not be deemed to limit in any way any other non-solicitation or similar agreement between the Employee and the Company.

(c) The provisions of this Section 8 shall survive the termination or expiration of this Agreement and the Employee's employment with the Company and shall be fully enforceable thereafter. If it is determined by a court of competent jurisdiction in any state or jurisdiction that any restriction in this
Section 8 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state or jurisdiction, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state or jurisdiction.

(d) In the event that the Employee shall breach or threaten to breach any of the provisions of this Section 8, in addition to and without limiting or waiving any other remedies available to the Company in law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, to restrain such breach or threatened breach and to enforce the provisions of this Section 8. The Employee acknowledges that it is impossible to measure in money the damages that the Company will sustain in the event that the Employee breaches or threatens to breach the provisions of this Section 8 and, in the event that the Company shall institute any action or proceeding to enforce such provisions seeking injunctive relief, the Employee hereby waives and agrees not to assert and shall not use as a defense thereto the claim or defense that the Company has an adequate remedy at law. The foregoing shall be in addition to any remedies available to the Company at law or in equity.

9. "At-Will" Relationship Unchanged. The Employee and the Company acknowledge and agree that the Employee's employment relationship with the Company shall be and shall remain "at-will" and nothing in this Agreement is intended to, nor shall be construed to, change the status of that relationship. Without limiting the generality of the foregoing, the Employee and the Company shall each be entitled to terminate the Employee's employment relationship with the Company at any time, with or without notice, for any reason or for no reason whatsoever.

10. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and, except (a) for the provisions of the Confidentiality and Invention Assignment Agreement, which provisions shall be supplemented

by this Agreement and shall not be superseded by the provisions herein and (b) as otherwise expressly provided herein, supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein, including, without limitation, any prior change of control agreements or severance agreements, including, but not limited to, the Change of Control Agreement, is hereby terminated and canceled. No amendment, modification or waiver of any provision of this Agreement, shall be effective unless the same shall be in writing and signed by the Company and the Employee.

11. 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, which shall remain in full force and effect.

12. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall be one and the same instrument.

13. Payments. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, local or foreign law.

14. Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to principles of conflicts of law.

15. Headings; References. The section headings contained in this Agreement are for convenience only, and shall not affect the interpretation of this Agreement. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections.

16. Acknowledgement. The Employee acknowledges (a) that the Employee has consulted with or has had the opportunity to consult with independent counsel of the Employee's own choice concerning this Agreement, and (b) that the Employee has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on the Employee's own judgment and not on any representations or promises other than those contained in this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Retention Agreement as of the date first set forth above.

COMPANY:                                EMPLOYEE:

ALARIS Medical Systems, Inc.


By: /s/ George Fotiades                 By: /s/ Dave Schlotterbeck
    ---------------------------------       ------------------------------------
Name: George Fotiades                   Name: Dave Schlotterbeck
Title: Cardinal Health, President and
       COO

Date: 9-8-04                            Date: 8-31-04

Address: 7000 Cardinal Place            Address: [Intentionally omitted]
         Dublin Ohio 43017

EXHIBIT A

RELEASE AND WAIVER OF CLAIMS

[Attached]

EXHIBIT B

CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENT

[Attached]

RELEASE AND WAIVER OF CLAIMS

In consideration of entering into the Retention Agreement by and between David L. Schlotterbeck and ALARIS Medical Systems, Inc., a Delaware corporation (the "Company"), substantially in the form attached hereto as Exhibit A (the "Retention Agreement"), I, DAVID L. SCHLOTTERBECK, hereby furnish the Company with the following release and waiver ("Release and Waiver").

1. In exchange for the consideration provided to me by the Company set forth in the Retention Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and Waiver that arise out of or relate to my employment relationship with the Company. This general release includes, but is not limited to:

(a) all claims arising out of or in any way related to my employment with the Company or the termination of that employment;

(b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, or any ownership interests in the Company (as I acknowledge that I have received all compensation or benefits owed to me);

(c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing;

(d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and

(e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys' fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) ("ADEA"), the California Fair Employment and Housing Act (as amended), the Americans with Disabilities Act (as amended), the federal Civil Rights Act of 1991 (as amended), the federal Family and Medical Leave Act of 1993 (as amended), the federal Consolidated Omnibus Budget Reconciliation Act of 1986 (as amended), the federal National Labor Relations Act of 1935 (as amended), the federal Labor Management Relations Act of 1947 (as amended), the federal Equal Pay Act of 1963 (as amended), the federal Employee Retirement Income Security Act of 1974 (as amended), the federal Older Workers' Benefit Protection Act of 1990 (as amended), the federal Fair Labor Standards Act of 1938 (as amended) and the California Labor Code (as amended).

2. I also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims I may have against the Company.

3. I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. Since I am forty (40) years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver in writing and delivered to the Company at 10221 WATERIDGE CIRCLE SAN DIEGO, CA 92121; and (e) this Release and Waiver, and any benefits accorded herein and in Exhibit A, shall not be effective until the seven (7) day revocation period has expired.

DATE: 8-31-04                           /s/ David L. Schlotterbeck
                                        ----------------------------------------
                                        (SIGNATURE)

David L. Schlotterbeck
(PRINT NAME)

EXHIBIT A

RETENTION AGREEMENT

[Attached]

(ALARIS MEDICAL(R) LOGO)

CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENT

In consideration of my employment by ALARIS Medical Systems, Inc. or any of its predecessors, successors, assigns, parents, affiliates or subsidiary companies (collectively, the "Company"), and the opportunity to participate in product and business development projects, and the compensation paid to me by the Company:

1. I understand and acknowledge that the Company has and will develop, compile and own certain proprietary techniques and information which have great value to its business and which are not generally known to the public (such techniques and information are hereafter referred to, collectively, as "Confidential Information"). All Confidential Information generated by me during my employment, or by other employees of the Company, shall be the sole property of the Company and its assigns. I understand that the Company has its own Confidential Information and will also have access to Confidential Information of third parties, such as persons or entities for whom the Company performs services or provides products (collectively, "Third Parties"). As used in this Agreement, Confidential Information shall be broadly defined and shall include all information that has or could have commercial value or other utility in the business in which the Company or Third Parties are engaged or contemplate becoming engaged. Confidential Information also includes all information, the unauthorized disclosure of which could be detrimental to the interests of the Company or Third Parties, whether or not such information is identified as Confidential Information by the Company or Third Parties. By example and without limitation, Confidential Information includes any and all information relating to techniques, processes, drawings, designs, formulas, trade secrets, innovations, inventions, discoveries, improvements, research and development and test results, programs and code specifications, equipment, prototypes, data, know-how, formats, marketing plans, business plans, strategies, forecasts, unpublished financial information, budgets, projections, and customer and supplier information, identities, characteristics and agreements.

2. I hereby agree to regard and preserve as confidential all Confidential Information obtained by me, and not to publish or disclose any part of same to others or use or assist others to use, either directly or indirectly, any Confidential Information for my own purpose or purposes of others during the term of this employment or thereafter. Further, both during my employment and thereafter, I will refrain from any acts or omissions that would reduce the value of such Confidential Information to the Company. I further agree not to cause the transmission, removal or transport of Confidential Information from the Company's principal place of business, or such other place of business specified by the Company, without prior written approval of an authorized officer of the Company. In the event that I desire to publish the results of my work for the Company through literature or speeches, I agree to submit such literature or speeches to the General Counsel of the Company at least 10 business days before dissemination of such information for determination of whether such disclosure may jeopardize trade secret status or be prejudicial to the interest of the Company or Third Parties or whether disclosure may constitute an invasion of privacy of any individual. I agree not to publish, disclose or otherwise disseminate such information without prior written approval of the President or General Counsel of the Company. I acknowledge that the unauthorized disclosure of Confidential Information may be prejudicial to the interest of the Company or Third Parties and may be an improper disclosure of trade secrets. I acknowledge that any information of the Company or Third Parties which is not readily available to the public shall be considered by me to be Confidential Information unless the Company advises me otherwise.

3. I hereby agree promptly to disclose to the Company in writing, all inventions, improvements, developments, designs, ideas, innovations, processes, techniques, know-how, data, and discoveries, whether or not patentable or registerable under copyright or similar statutes, that are made, learned, conceived or reduced to practice by me while in the Company's employ, and for a period of twelve (12) months after termination of my employment, either solely or jointly with others, and whether or not during regular working hours (collectively, "Company Inventions"). "Company Inventions" shall not include any idea or invention for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on my own time, and: (a) which does not relate (i) to the business of the Company, or (ii) to the Company's actual or demonstrably anticipated research or development; or
(b) which does not result from any work performed by me for the Company. Furthermore, for California employees only, a Company Invention shall not include any invention that qualifies fully under the provisions of California Labor Code Section 2870, a copy of which is attached hereto. For Washington employees and Washington residents only, a Company Invention shall not include any invention that qualifies fully under the provisions of Revised Code of Washington Section 49.44.140, a copy of which is attached hereto.

4. I hereby acknowledge and agree that all Company Inventions belong to and are the sole property of the Company. I hereby assign, and agree to assign, to the Company all my right, title, and interest in and to all such Company Inventions defined above. I will keep complete, accurate and authentic accounts, notes, data, and records of any and all such Company Inventions in the manner and form requested by the Company. Such accounts, notes, data and records, including all copies, shall be the property of the Company, and, upon its request, I will promptly surrender them to it, or if not previously surrendered, I will promptly surrender them to the Company at the conclusion of my employment.

5. I further agree that upon request and without compensation therefor, but at no expense to me, and whether during the term of my employment or thereafter, I will do all lawful acts, including the execution of papers and lawful oaths and the giving of testimony, that in the opinion of the Company may be necessary or desirable in obtaining, sustaining, reissuing, extending, and enforcing United States and foreign Letters Patent, including Design Patents, on all of such Company Inventions and for perfecting, affirming, maintaining and recording the Company's complete ownership and title thereto, and to otherwise cooperate in all proceedings and matters relating thereto. I further agree that title to any and all copyrights, copyright registrations, original works of authorship, and copyrightable subject matter which occur, arise out of or are created as a result of my employment by the Company shall be the sole and exclusive property of the Company, and that such works comprise "works made for hire," as that term is defined in the United States Copyright Act. I hereby assign and agree to assign all of said copyrights, registrations and subject matter to the Company. In the event the Company is unable to secure my signature, for any cause, on any documents necessary to apply for, prosecute, obtain or enforce any patent, copyright or other right or protection relating to any Company Invention, I hereby irrevocably designate and appoint the Company and each of its duly authorized officers and agents as my agent and attorney-in-fact to act for and in my behalf and stead to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights or other right or protections with the same force and effect as if executed and delivered by me.

6. As to any Company Inventions made by me which were made, developed, devised, conceived or reduced to practice during the period of my employment by the Company, and up to and including twelve (12) months after termination of my employment, but which are claimed for any reason to belong to an entity or person other than the Company, I will promptly disclose the same in writing to the Company and shall not disclose the same to others if the Company, within twenty (20) days thereafter, shall claim ownership of such inventions under the terms of this Agreement. If the Company makes such claim, I agree that any controversy relating to such claim will be settled and determined by binding arbitration.

7. I understand that the Company may enter into agreements or arrangements with agencies of the United States Government (including, but not limited to, the National Aeronautics and Space Administration, the Atomic Energy Commission, and the Department of Defense or Departments thereof), and that the Company may be subject to laws and regulations which impose obligations, restrictions and limitations on it with respect to inventions and patents which may be acquired by it or which may be conceived or developed by employees, consultants or other agents rendering services to it. I agree that I shall be bound by all such obligations, restrictions and limitations applicable to any such invention conceived or developed by me during the period of my employment and shall take any and all further action which may be required to discharge those obligations and to comply with those restrictions and limitations.

8. I agree that upon termination of my employment with the Company, I will return to the Company promptly and without request all things belonging to the Company, and that all documents, records, notebooks, and similar repositories of or containing Confidential Information, including all copies thereof, then in my possession, whether prepared by me or others, will be left with the Company. I further agree that I will attend an exit interview, if requested. At the conclusion of my employment with the Company, I agree to give a written statement to the Company certifying that I have complied with my obligations under this Agreement as set forth above and acknowledging my continuing obligations to disclose Company Inventions, to do certain lawful acts relating to United States and foreign Letters Patent on the Company Inventions, to not interfere with the business of the Company in any manner and to preserve as confidential and refrain from using the Company's Confidential Information. I recognize that the unauthorized taking of any of the Company's trade secrets may be a crime under Section 499(c) of the California Penal Code. I further recognize that such unauthorized taking of the Company's property, including without limitation, trade secrets, could also result in civil liability under Civil Code Section 3426, and that a willful taking may result in an award against me for the Company's attorney's fees and damages. I further agree that in the event of termination of my employment with the Company (voluntary or otherwise), I will protect the value of the Confidential Information and Company Inventions and will prevent the misappropriation or disclosure thereof. I further agree that for a period of one year following termination of my employment with the Company, I shall not interfere with the business of the Company or disrupt the Company's relationship with any of its employees or customers by inducing or soliciting, or assisting others to induce or solicit, either directly or indirectly, an employee to leave the Company's employ, a consultant to sever that consultant's relationship with the Company or a customer to cease doing business with the Company.

9. I will exercise reasonable care, consistent with good business judgment, to preserve in good working order subject to reasonable wear and tear, and to prevent loss on any instruments or accessories of the Company in my custody for the purpose of making demonstrations, implementing trials, carrying out development work, or otherwise conducting the business of the Company. I will promptly surrender the same to the Company at the conclusion of my employment, or if not surrendered, I will account to the Company to its reasonable satisfaction as to the present location of all such instruments or accessories and the business purpose for their placement at such location. At the conclusion of my employment with the Company, I agree that no commission will be deemed to be earned until the return of such instruments or accessories or my accounting for the same to the Company's

reasonable satisfaction. The value of such instruments not returned will be determined and deducted in determining final commission and bonus, if any.

10. I hereby acknowledge and agree that I have been or will be employed by the Company in a position which could provide the opportunity for designing, developing, improving, or inventing Confidential Information or Company Inventions, among my other duties for the Company. I have carefully read this entire Agreement and fully understand the same. I have been given the opportunity to consult with independent legal counsel, of my own choosing and at my own expense. I have listed on Schedule 1 hereof all unpatented, but potentially patentable, ideas and inventions conceived prior to this employment (and which have not been assigned to a former employer) and which are, therefore, excluded from the scope of this Agreement. I acknowledge that the Company has agreed to receive and hold this disclosure in confidence.

11. I hereby represent and warrant that there are no other agreements, relationships or commitments to any other person or entity which conflict with my obligations to the Company under this Agreement. I further agree that I will not disclose to the Company, or use or induce the Company to use, any proprietary information or trade secrets of others. I hereby represent and warrant that I have returned all property and confidential information belonging to all prior employers.

12. This Agreement will be binding upon my heirs, executors, administrators, or other legal representatives or assigns and is for the benefit of the Company and its successors and assigns. I understand and acknowledge that because any breach of this Agreement by me may cause the Company irreparable harm for which money is inadequate compensation, the Company will be entitled to injunctive relief to enforce this Agreement in addition to damages and other available remedies. I further agree that if any action is necessary to enforce this Agreement, the prevailing party shall be entitled to recover its attorneys' fees. I understand, acknowledge and agree that the protections set forth in this Agreement are a material condition to my employment with and compensation by the Company. I understand that: (a) This Agreement shall be governed by the laws of the State of California without regard to principles of conflicts of laws; (b) This Agreement and any confidentiality and non-disclosure agreement and invention assignment agreement I signed while employed by any predecessor company acquired by the Company, express the entire understanding of the Company and the undersigned employee with respect to the subject matter hereof; (c) Each and all of the several rights and remedies provided for in this Agreement shall be cumulative; (d) No one right or remedy shall be exclusive of the others or of any right or remedy allowed in law or in equity; (e) No waiver or indulgence by the Company of any failure by me to keep or perform any promise or condition of this Agreement shall be a waiver of any preceding or succeeding breach of the same or any other promise or condition; (f) No waiver by the Company of any right shall be construed as a waiver of any other right; (g) The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

13. In the case of any conflicting provision or provisions between this Agreement and any previous confidentiality and non-disclosure agreement or invention assignment agreement, the undersigned employee may have entered into with a predecessor company acquired by the Company, this Agreement shall have precedence.

14. If a court finds any provision of this Agreement to be invalid or unenforceable as applied to any circumstance, I understand and intend that the remainder of this Agreement and the application of such provision to other circumstances shall be interpreted so as best to effect the intent of such provision. I further agree that any such void or unenforceable provision of this Agreement shall be replaced with a valid and enforceable provision which will achieve, to the greatest extent possible, the economic, business and other purposes of the void or unenforceable provision.

15. I understand and acknowledge that nothing contained in this Agreement shall limit or otherwise alter either my ability or the Company's ability to terminate my employment, with or without cause, with or without notice, at any time. I further understand and acknowledge that my employment with the Company shall be completely in the discretion of, and at the will of, the Company.

16. I agree that my employment with the Company requires my undivided attention and effort. Therefore, during my employment with the Company, I will not, without providing the Company reasonable prior notice and obtaining the Company's prior express written consent, engage in any employment or business other than for the Company, or assist in any manner any business competitive with the business or future business plans of the Company.

I UNDERSTAND THIS AGREEMENT AFFECTS MY RIGHTS TO INNOVATIONS, INVENTIONS AND IDEAS MADE DURING MY EMPLOYMENT AND RESTRICTS MY RIGHT TO DISCLOSE OR USE THE COMPANY'S CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT THE LIST OF PRIOR INVENTIONS BELOW, IF ANY.

Invention Description   Patent No.   Date of Issue
---------------------   ----------   -------------

THE FOLLOWING SECTION APPLIES TO CALIFORNIA AND WASHINGTON EMPLOYEES
AND WASHINGTON RESIDENTS ONLY

WRITTEN NOTIFICATION TO EMPLOYEE

In accordance with California Labor Code Section 2872 and Revised Code of Washington Section 49.44.140, you are hereby notified that your Employee Confidentiality and Invention Assignment Agreement does not require you to assign to the Company any invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on your own time, and which does not relate to the business of the Company or to the Company's actual or demonstrably anticipated research or development, or which does not result from any work performed by you for the Company. However, you are required to disclose all inventions you develop during your employment by the Company, whether or not during regular working hours.

THE FOLLOWING IS THE TEXT OF CALIFORNIA LABOR CODE SECTION 2870:

"(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable."

THE FOLLOWING IS THE TEXT OF THE REVISED CODE OF WASHINGTON SECTION

49.44.140:

"A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless

(a) the invention relates (i) directly to the business of the employer, or
(ii) to the employer's actual or demonstrably anticipated research or development, or

(b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable."

I HEREBY ACKNOWLEDGE RECEIPT OF THIS WRITTEN NOTIFICATION CONTAINING CALIFORNIA LABOR CODE SECTION 2870 AND REVISED CODE OF WASHINGTON SECTION 49.44.140.

Signature /s/ David L. Schlotterbeck     Date     May 10, 2000
          ---------------------------         ---------------------------------
Print Name  David L. Schlotterbeck
           --------------------------

Exhibit 10.52

SUMMARY SHEET
COMPENSATION AND BENEFITS FOR NAMED EXECUTIVE OFFICERS AND
CERTAIN OTHER EXECUTIVE OFFICERS

Effective September 9, 2005

The employment of Robert D. Walter, George L. Fotiades and Ronald K. Labrum with Cardinal Health, Inc. (the "Company") is governed by employment agreements dated February 1, 2004, February 1, 2004 (as amended February 4, 2005) and November 5, 2003, respectively, which agreements outline certain elements of each executive officer's compensation and benefits. David L. Schlotterbeck, Anthony J. Rucci and Jeffrey W. Henderson do not have employment agreements with the Company, but certain of Messrs. Schlotterbeck's and Henderson's compensation arrangements are set forth in a retention agreement dated August 31, 2004 and an offer letter dated April 13, 2005, respectively. Each executive officer is a party to equity incentive award agreements with the Company. In addition, Mr. Walter's employment agreement contains specific provisions regarding equity incentive awards. The following are additional details concerning compensation and benefits for the above executive officers.

                                CURRENT         CURRENT
NAME AND                         ANNUAL       ANNUAL CASH                RETIREMENT                    OTHER GENERAL
PRINCIPAL POSITION             BASE SALARY  INCENTIVE TARGET              BENEFITS                BENEFITS AND PERQUISITES (1)
-----------------------------  -----------  ----------------  -------------------------------   -------------------------------
Robert D. Walter               $1,111,396   300% of annual    Participation in the Company's    Health, welfare and stock
Chairman and Chief Executive                  base salary     401(k) Savings Plan and           purchase benefits on same terms
Officer                                                       Deferred Compensation Plan on     generally available to Company
                                                              same terms offered to all plan    employees.
                                                              participants, including Company
                                                              match and annual contribution.    Coverage under the Company's
                                                                                                D&O liability insurance policy.

                                                                                                Personal use of Company plane
                                                                                                (including tax gross-up).(2)

George L. Fotiades             $  790,000   140% of annual    Participation in the Company's    Health, welfare and stock
President and Chief                           base salary     401(k) Savings Plan and           purchase benefits on same terms
Operating Officer                                             Deferred Compensation Plan on     generally available to Company
                                                              same terms offered to all plan    employees.
                                                              participants, including Company
                                                              match and annual contribution.    Coverage under the Company's
                                                                                                D&O liability insurance policy.

                                                              Participation in the R.P.         Personal use of Company plane
                                                              Scherer Corporation Employees'    (including tax gross-up as
                                                              Retirement Income Plan (Plan      approved by Human Resources and
                                                              frozen as of December 31,         Compensation Committee).
                                                              2002).

                                                              Participation in the
                                                              Supplemental Benefit Plan for
                                                              Key Employees of R.P. Scherer
                                                              Corporation (Plan frozen as of
                                                              December 31, 2001).

Ronald K. Labrum               $  575,000   100% of annual    Participation in the Company's    Health, welfare and stock
Chairman and Chief Executive                  base salary     401(k) Savings Plan and           purchase benefits on same terms
Officer - Integrated                                          Deferred Compensation Plan on     generally available to Company
Provider Solutions and                                        same terms offered to all plan    employees.
Cardinal Health International                                 participants, including Company
                                                              match and annual contribution.    Coverage under the Company's
                                                                                                D&O liability insurance policy.

                                                                                                Personal use of Company plane
                                                                                                as authorized by the CEO or
                                                                                                COO (including tax gross-up as
                                                                                                approved by Human Resources and
                                                                                                Compensation Committee).

(2) For security reasons, the Company's Board-approved policy requires the Chairman and Chief Executive Officer to use Company aircraft for personal travel.

                                CURRENT         CURRENT
NAME AND                         ANNUAL       ANNUAL CASH                RETIREMENT                      OTHER GENERAL
PRINCIPAL POSITION             BASE SALARY  INCENTIVE TARGET              BENEFITS                BENEFITS AND PERQUISITES (1)
-----------------------------  -----------  ----------------  -------------------------------   -------------------------------

David L. Schlotterbeck         $  580,000   100% of annual    Participation in the Company's    Health, welfare and stock
Chairman and Chief                            base salary     401(k) Savings Plan and           purchase benefits on same terms
Executive Officer -                                           Deferred Compensation Plan on     generally available to Company
Clinical Technologies and                                     same terms offered to all plan    employees.
Services                                                      participants, including Company
                                                              match and annual contribution.    Coverage under the Company's
                                                                                                D&O liability insurance policy.

                                                                                                Personal use of Company plane
                                                                                                as authorized by the CEO or
                                                                                                COO (including tax gross-up as
                                                                                                approved by Human Resources and
                                                                                                Compensation Committee).

Anthony J. Rucci               $  500,000   90% of annual     Participation in the Company's    Health, welfare and stock
Executive Vice President and                  base salary     401(k) Savings Plan and           purchase benefits on same terms
President of Strategic                                        Deferred Compensation Plan on     generally available to Company
Corporate Resources                                           same terms offered to all plan    employees.
                                                              participants, including Company
                                                              match and annual contribution.    Coverage under the Company's
                                                                                                D&O liability insurance policy.

                                                                                                Personal use of Company plane
                                                                                                as authorized by the CEO or
                                                                                                COO (including tax gross-up as
                                                                                                approved by Human Resources and
                                                                                                Compensation Committee).

Jeffrey W. Henderson           $  550,000   100% of annual    Participation in the Company's    Health, welfare and stock
Executive Vice President and                 base salary      401(k) Savings Plan and           purchase benefits on same terms
Chief Financial Officer                                       Deferred Compensation Plan on     generally available to Company
                                                              same terms offered to all plan    employees.
                                                              participants, including Company
                                                              match and annual contribution.    Coverage under the Company's
                                                                                                D&O liability insurance policy.

                                                                                                Personal use of Company plane
                                                                                                as authorized by the CEO or
                                                                                                COO (including tax gross-up as
                                                                                                approved by Human Resources and
                                                                                                Compensation Committee).