Ohio
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31-0958666
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Information to be included in the report
On May 2, 2007, the Board of Directors of Cardinal Health, Inc. (the "Company") elected Gregory B. Kenny to the Board of Directors, effective August 1, 2007, to serve until the Company's 2007 annual meeting of shareholders and his successor is elected and qualified. Mr. Kenny is Chairman and Chief Executive Officer of General Cable Corporation. He is also a director of IDEX Corporation and Corn Products International, Inc. The committee(s) of the Board of Directors on which Mr. Kenny initially will serve have not been determined as of the time of this filing on Form 8-K.
Mr. Kenny will participate in the standard non-management director compensation arrangements described in the Company's 2006 proxy statement, including an initial equity award on the effective date of his election to the Board. Accordingly, effective on August 1, 2007, Mr. Kenny will be granted an option to purchase the number of common shares equal to $210,000 divided by the closing share price on that date, with an exercise price equal to the closing share price on that date. He also will be granted, effective on August 1, 2007, the number of restricted share units ("RSUs") equal to $30,000 divided by the closing share price on that date. The RSUs will be settled in common shares. Both awards will vest on August 1, 2008. The option term is seven years.
The Company also will enter into its standard directors' indemnification agreement with Mr. Kenny, in the form previously filed by the Company as Exhibit 10.38 to Company's annual report on Form 10-K for the fiscal year ended June 30, 2004. The agreement generally provides, among other things, that the director will be indemnified to the fullest extent permitted by law and advanced expenses in connection with the defense of any proceedings.
(e)
The Human Resources and Compensation Committee of the Board of Directors (the "Compensation Committee") previously has authorized R. Kerry Clark, President and Chief Executive Officer, and Robert D. Walter, Executive Chairman of the Board, to use corporate aircraft for personal travel and permits their spouses and dependent children to accompany them on personal flights. On May 1, 2007, the Compensation Committee approved a form of Aircraft Time Sharing Agreement to be entered into between the Company and Messrs. Clark and Walter. The agreement will require Messrs. Clark and Walter to reimburse the Company for specified costs relating to the personal use of corporate aircraft by guests (other than their spouses and dependent children) accompanying them on the flight. Under the agreement, Messrs. Clark and Walter will pay a fee based on the cost of fuel, landing fees and in-flight food and beverages for each specific flight or a greater amount mutually agreed to, up to the maximum established under the Federal Aviation Administration rules.
The form of Aircraft Time Sharing Agreement is filed as Exhibit 10.01 to this report and the foregoing description is qualified by reference to the full text of the form of agreement set forth in the exhibit.
10.01 Form of Aircraft Time Sharing Agreement between the Company and each of R. Kerry Clark and Robert D. Walter, effective May 2, 2007.
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Cardinal Health, Inc.
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Date: May 07, 2007
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By:
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/s/ Ivan K. Fong
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Ivan K. Fong
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Chief Legal Officer and Secretary
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Exhibit No.
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Description
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EX-10.01
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Form of Aircraft Time Sharing Agreement between the Company and each of R. Kerry Clark and Robert D. Walter, effective May 2, 2007.
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