Exhibit 10.1

RETENTION AGREEMENT

This Retention Agreement (the “ Agreement ”) is made and entered into this 15 day of October, 2009 (the “ Effective Date ”), by and between Dwight Winstead (the “ Executive ”) and CareFusion Corporation (the “ Company ”).

WITNESSETH:

WHEREAS, the Executive has been employed as the Chief Operating Officer of the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement to retain the Executive’s services.

NOW, THEREFORE, in consideration of the above premises and mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Term of Agreement.

The term of this Agreement begins on the Effective Date and ends on the third anniversary of the Effective Date (the “ Term ”). Notwithstanding anything to the contrary in this Agreement, during the Term, the Executive is and shall continue to be employed by the Company on an “at will” basis.

2. Retention Award.

To create an incentive for the Executive to remain employed by the Company during the Term, the Company shall grant the Executive a retention award consisting of restricted stock units to be granted pursuant to the terms and conditions of the Retention Award and Restricted Stock Units Agreement attached hereto as Appendix A .

3. Notice of Termination.

During the Term, the Company or the Executive shall provide the other party six months’ written notice before terminating the Executive’s employment for any reason (the “ Notice of Termination ”), except that the Company may, in lieu of providing the Notice of Termination, pay the Executive a lump-sum cash payment equal to six months’ Base Salary (as defined in section 4(a)(i)(1)) by no later than three business days after termination of employment.

4. Severance Payments.

(a) Termination without Cause or for Good Reason .

(i) Upon termination of the Executive’s employment during the Term either by the Company without Cause (as defined in Section 4(a)(ii)) or by the Executive for Good Reason (as defined in Section 4(a)(iii)), the Company shall pay the Executive (1) accrued but unpaid base salary and any annual bonus earned but unpaid for the fiscal year before the year in which the Executive’s

employment is terminated (the “ Accrued Obligations ”), payable by no later than three business days after termination of employment; (2) the annual bonus earned based on actual achievement of performance objectives for the fiscal year in which the Executive’s employment is terminated multiplied by a fraction, the numerator of which is the number of whole and partial days (rounded up) from the beginning of that fiscal year until the date of termination of employment, and the denominator of which is 365 or, for leap years, 366 ( “Prorated Actual Bonus ”), payable at the time annual bonuses are paid to active executives of the Company; and (3) the following severance payment (“ Severance Payment ”):

(1) If the Notice of Termination is given on or before the second anniversary of the Effective Date, the Severance Payment shall be an amount equal to the sum of the Executive’s annual base salary (“ Base Salary ”) and target annual bonus opportunity, each with respect to the fiscal year in which the Executive’s employment is terminated and each as determined without regard to any reduction that constitutes Good Reason, which amount shall be paid in equal installments over a period of one year in accordance with the Company’s normal payroll schedule; or

(2) If the Notice of Termination is given after the second anniversary and on or before the third anniversary of the Effective Date, the Severance Payment shall be an amount equal to the sum of Base Salary plus the average of the actual annual bonus paid in the two fiscal years before the year in which the Executive’s employment is terminated, which amount shall be paid in equal installments over a period of one year in accordance with the Company’s normal payroll schedule.

(ii) “ Cause ” means

(1) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), as determined by the Company’s Board of Directors (or a committee thereof) no earlier than 30 days after a written demand for substantial performance is delivered to the Executive, which specifically identifies the manner in which the Company believes that the Executive has willfully and continuously failed to perform substantially the Executive’s duties with the Company;

(2) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or its affiliates;

(3) conviction of a felony; or

(4) a material breach of the restrictive covenants in this Agreement subject to the cure provisions of Section 5.

For purposes of this definition, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company.

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(iii) “ Good Reason ” means, in the absence of the written consent of the Executive:

(1) a material reduction in the Executive’s Base Salary or target annual bonus opportunity; or

(2) the Company requiring the Executive to be based at any office or location more than thirty-five (35) miles from its location as of the Effective Date, provided that reasonable travel required in connection with the Executive’s reporting relationships and responsibilities shall not be deemed to be Good Reason.

The Executive must provide notice to the Company of the existence of one of the “Good Reason” conditions within 90 days after the initial existence of the “Good Reason” condition, upon the notice of which the Company shall have 30 days to remedy the condition and not be required to pay any amount of severance. In all cases, for the Executive to receive any Severance Payment, the Executive’s termination must occur no later than two years following the initial existence of one or more of the “Good Reason” conditions arising without the consent of the Executive.

(b) Termination by the Executive without Good Reason . Upon termination of employment during the Term by the Executive without Good Reason (including, but not limited to, retirement), the Company shall pay the Executive (i) his Accrued Obligations and (ii) his Prorated Actual Bonus. No Severance Payments, or any other payments, shall be made.

(c) Termination by the Company for Cause . Upon termination of the Executive’s employment during the Term by Company for Cause, the Company shall pay the Executive his Accrued Obligations. No Severance Payments, or any other payments, shall be made.

(d) Termination due to Death or Disability . Upon termination of the Executive’s employment during the Term due to death or Disability (as defined in the CareFusion Corporation 2009 Long-Term Incentive Plan), the Company shall pay the Executive (or his estate) (i) his Accrued Obligations and (ii) his Prorated Actual Bonus. No Severance Payments, or any other payments, shall be made.

(e) Timing of Severance Payments . Except as otherwise specified under Section 7(k)(iv), any Severance Payment shall be payable, if at all, no later than the payroll period coincident with or next following the expiration of any period during which the Executive may revoke the Release executed pursuant to Section 6, so long as the Release becomes effective no later than 60 days after the Executive’s termination of employment. Notwithstanding the foregoing, if the period during which the Executive has discretion to execute or revoke the Release straddles two taxable years of the Executive, then the Company shall make the payment in the second of such taxable years, regardless of which taxable year the Executive actually delivers the executed Release to the Company.

5. Restrictive Covenants.

By executing this Agreement, the Executive agrees to abide by the following restrictive covenants for the period beginning on the Effective Date and ending on the last day of the 24-month period after the date of termination of employment (the “ Restricted

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Period ”) as consideration for the payments provided under Section 4, and acknowledges that the provisions and covenants contained in this Section 5 are ancillary and material to the terms of this Agreement and that the limitations contained herein are reasonable in geographic and temporal scope and do not impose a greater restriction or restraint than is necessary to protect the goodwill and other legitimate business interests of the Company. The Executive also acknowledges and agrees that the provisions of this Section 5 do not adversely affect the Executive’s ability to earn a living in any capacity that does not violate the covenants contained herein. The Executive also acknowledges that before the Executive shall be determined to have breached any provision or covenant contained in this Section 5, the Executive shall have been given notice of any such alleged breach and been given 45 days after receipt of such notice of such breach to cure or remedy any such breach that is reasonably susceptible of cure or remedy.

(a) Confidential Information . The Executive shall hold in a fiduciary capacity for the benefit of the Company and all of its subsidiaries, partnerships, joint ventures, limited liability companies, and other affiliates (the “ CareFusion Group ”), all secret or confidential information, knowledge or data relating to the CareFusion Group and its businesses (including, without limitation, any proprietary and not publicly available information concerning any processes, methods, trade secrets, intellectual property, research secret data, costs, names of users or purchasers of their respective products or services, business methods, operating or manufacturing procedures, or programs or methods of promotion and sale) that the Executive has obtained or obtains during the Executive’s employment by the CareFusion Group and that is not public knowledge (other than as a result of the Executive’s violation of this Section 5(a)) (“ Confidential Information ”). The Executive shall not communicate, divulge or disseminate Confidential Information at any time during or after the Executive’s employment and/or service as a consultant with the CareFusion Group, except with prior written consent of a corporate officer of Company, or as otherwise required by law or legal process. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive’s employment shall remain the sole property of the Company and/or the CareFusion Group, as applicable, and shall be turned over to the applicable CareFusion Group company upon termination of the Executive’s employment.

(b) Non-Recruitment of CareFusion Group Employees, Etc . During the Executive’s employment with the CareFusion Group and for the Restricted Period, the Executive shall not (i) solicit, participate in, or promote the solicitation of any person who was employed by the CareFusion Group at any time during the six-month period before the Executive’s termination of employment to leave the employ of CareFusion Group; or (ii) on behalf of the Executive or any other person, hire, employ, or engage any such person. The Executive further agrees that, during the Executive’s employment with the CareFusion Group and for the Restricted Period, if an employee of the CareFusion Group contacts the Executive about prospective employment, the Executive will inform that employee that the Executive cannot discuss the matter further without informing the CareFusion Group.

(c) Non-Solicitation of Business . The Executive acknowledges and agrees that Company’s customers and any information regarding Company’s customers is confidential and constitutes trade secrets. In recognition of the confidential and trade secret nature of information regarding Company’s customers, the Executive agrees that during the Restricted Period, the Executive shall not (either

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directly or indirectly or as an officer, agent, employee, partner or director of any other company, partnership or entity) solicit on behalf of any competitor of the CareFusion Group the business of (i) any customer of the CareFusion Group at the time of the Executive’s employment or date of termination of employment, or (ii) any potential customer of the CareFusion Group which the Executive knew to be an identified, prospective purchaser of services or products of the CareFusion Group.

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

(e) No Disparagement .

(i) The Executive and the Company shall at all times refrain from taking actions or making statements, written or oral, that denigrate, disparage or defame the goodwill or reputation of the Executive or the CareFusion Group, as the case may be, or any of its trustees, officers, security holders, partners, agents or former or current employees and directors. The Executive further agrees not to make any negative statement to third parties relating to the Executive’s employment or any aspect of the businesses of CareFusion Group and not to make any statements to third parties about the circumstances of the termination of the Executive’s employment, or about the CareFusion Group or its trustees, directors, officer, security holders, partners, agents or former or current employees and directors, except as may be required by a court or government body.

(ii) The Executive furthe