MANAGEMENT INCENTIVE PLAN
Article 1. Establishment and Purpose
1.1 Establishment of Plan . The CareFusion Corporation Management Incentive Plan (the “Plan”) is intended to provide the
Company’s executive officers and other key Employees with performance based compensation which is not subject to the
deduction limitation rules under Section 162(m) of the Code as in effect from time to time. The Plan shall remain in effect from the
Effective Date until terminated by the Board or the Committee.
1.2 Purpose . The primary purposes of the Plan are to:
(a) Advance the interests of the Company and its stockholders by providing the Company’s executive officers and
other key Employees with an annual bonus incentive to achieve the strategic objectives of the Company and its
(b) Focus the Company’s executive officers and other key Employees on key measures that drive superior financial
and management performance and that result in enhanced value of the Company;
(c) Provide compensation opportunities that are externally competitive and internally consistent with the Company’s
strategic objectives and total reward strategies; and
(d) Provide bonus opportunities that reward the Company’s executive officers and other key Employees who are in
positions to make significant contributions to the overall success of the Company and its subsidiaries.
Article 2. Definitions
Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the defined meaning is
intended, the term is capitalized:
2.1 “Administrator” means the Committee or such other authorized officers of the Company to whom the power to
administer the Plan has been properly delegated in accordance with Applicable Law.
2.2 “Applicable Law” means the requirements of Section 162(m) of the Code applicable to performance based
2.3 “Award” means the cash bonus a Participant may earn under the Plan.
2.4 “Board” or “Board of Directors” mean