exv10w15






Exhibit 10.15




FORM OF

McKESSON CORPORATION

STATEMENT OF TERMS AND CONDITIONS

APPLICABLE TO AWARDS

PURSUANT TO THE MANAGEMENT INCENTIVE PLAN




Effective April 1, 2009




     The McKesson Management Incentive Plan (“MIP” or “Plan”) provides the short term incentive
compensation component of McKesson total compensation program.



     The following terms and conditions shall apply to awards made under the Plan to an executive,
managerial or professional employee of the Company who is specifically designated as a participant
in the Plan. Capitalized terms used herein are defined in the MIP or in Section 8. In the event
these terms and conditions conflict with the terms of the MIP, the MIP document shall control.



     1. Participant.



     Only active employees of the Company, its subsidiaries or affiliates who are employed in an
executive, managerial or professional capacity may be designated as Participants under the Plan.
The Compensation Committee of the Board (“the Committee”) shall review those employees who are
eligible to participate in the Plan and recommended by management and determine which of those
employees will become Plan Participants. The Committee may add to or delete individuals from the
list of designated Participants at any time and from time to time, at its sole discretion. The
Committee has delegated the authority to approve Plan Participants to the CEO.



     Participation in a Performance Period does not guarantee payment of an award under the Plan
for that Performance Period. Participation in one Performance Period does not guarantee
participation in a subsequent Performance Period.




A. New Hires




     An employee hired after the beginning of a Performance Period must be in an
eligible position and actively at work prior to the January 1 that falls within that
Performance Period in order to be a Participant in that Performance Period.




B. Transfers and Promotions




     An employee promoted into or transferred from an ineligible position to an
eligible position during a Performance Period must be actively at work for a minimum
of three months in the new eligible position to be a Participant.




     An employee demoted from or transferred from an eligible position to an
ineligible position during the Performance Period must be actively at work for a
minimum of three months in the eligible position to be a Participant.



 









 





     2. Individual Target Award.



     The Individual Target Award is the percentage of base annual salary specified at the beginning
of the Performance Period (or beginning of participation, if later) for a Participant.




A. Transfers, Promotions and Demotions.




     A Participant who moves from one job to a new job with a higher Individual
Target Award during the Performance Period will, in general, have his final Award
Determination prorated between the two Individual Target Awards. The participant
should be actively at work for a minimum of three months in the new position for the
new, higher, Individual Target Award to be recognized in the final Award
Determination.




     A Participant demoted to or transferred to a new job with a lower Individual
Target Award, during the Performance Period, will have his final Award Determination
based on management discretion.



     3. Performance Measures and Goals.



     Each Participant shall have one or more Individual Performance Measures. Individual
Performance Measures may be quantitative, qualitative or both. The Performance Goals (defined in
Article F of the Plan) established for each segment of the Company are referred to as the Business
Scorecard. A Participant’s Individual Performance Measures and the Performance Goals, taken as a
whole, will determine the amount of the Participant’s Award.



     A Participant who changes jobs and / or organization during the Performance Period may have
different Business Scorecards applicable to each job / organization. The Participant may have his
final Award Determination prorated between the two Business Scorecards.



     4. Individual Performance Modifier.



     Final awards will be adjusted, at management discretion, to reflect the Participant’s
individual contribution to Business Scorecard results and the Participant’s Individual Performance
Measures.



     5. Other Individual Requirements.



     Notwithstanding any provision of the Plan to the contrary, no amount shall be payable with
respect to the Performance Period unless the Committee certifies that it is satisfied that the
requirements (performance or otherwise) associated with such payment have been fully met. Such
requirements may include, but are not limited to:




	 	•	 	Completion of the Company’s Legal and Regulatory Compliance and Ethics Training
Program




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     6. Award Determination.



     Any payment to a Participant shall be based on Business Scorecard results during the
Performance Period as modified by the Participant’s Individual Performance Modifier. The actual
award is determined by:




	 	•	 	Taking the Covered Compensation received during the Performance Period;
	 
	 	•	 	Multiplying by the Individual Target Award;
	 
	 	•	 	Multiplying by the Business Scorecard results (actual vs. target);
	 
	 	•	 	Adjusting the result determined above, up or down, by the Individual
Performance Modifier.





     Management and the Committee shall review and approve, modify or disapprove the amount, if any
to be paid to a Participant for the Performance Period. Management and the Committee reserve the
right to reduce or increase or eliminate the individual payments determined according to the above
method. No Personal Modifier shall exceed 150%.


Notwithstanding the foregoing, any awards to Covered Employees shall be made and determined in a
manner consistent with the Plan and Section 162(m) of the Code.




     7. Effect of a Termination of Employment, Prior to the End of the Performance Period, on
the Award.




A. Termination of Employment for Other Than Death, Retirement, Severance, and
Long-Term Disability




     If the Participant ceases to be a bona fide employee of the Company or of its
subsidiaries and affiliates prior to the payment of the final award, for any reason
other than death, Retirement, Severance or Long Term Disability, the Participant’s
interest in the Award shall be forfeited and no amount shall be payable to the
Participant with respect to service during the Performance Period.




B. Termination of Employment by Reason of Death or Long-Term Disability 




     If the Participant ceases to be a bona fide employee of the Company or of its
subsidiaries and affiliates due to death or Long-Term Disability during the
Performance Period, the Participant (or the Participant’s Beneficiary, if payment is
made on account of the death of the Participant) shall be entitled to receive an
Award as calculated under Paragraph 6 above.




C. Termination of Employment by Reason of Retirement 




	 	1.	 	If the Participant ceases to be a bona fide employee of
the Company or of its subsidiaries and affiliates due to Retirement prior
to January 1 of the Performance Period, the Participant’s interest in the
Award shall be forfeited and no amount shall be payable to the Participant
with respect to service during the Performance Period.






If the Participant ceases to be a bona fide employee of the Company or of its
subsidiaries and affiliates due to Retirement on or after January 1 of the
Performance Period, the Participant shall be entitled to receive an Award as
calculated under Paragraph 6 above.




D. Termination of Employment by Reason of Severance




If the Participant ceases to be a bona fide employee of the Company or of its
subsidiaries and affiliates due to Severance prior to January 1 of the
Performance Period, the Participant’s interest in the Award shall be forfeited
and no amount shall be payable to the Participant with respect to service during
the Performance Period.




If the Participant ceases to be a bona fide employee of the Company or of its
subsidiaries and affiliates due to Severance on or after January 1 of the
Performance Period, the Participant shall be entitled to receive an Award as
calculated under Paragraph 6 above.



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     8. Definitions.



     Capitalized terms shall have the same meaning as provided in the Plan. Additional capitalized
text that is not included in the Plan, but is used in this Statement of Terms and Conditions, shall
have the meaning set forth below:




	 	(a)	 	“Covered Compensation” means regular wages earned by and paid
to the Participant during the Performance Period, including any Paid Time Off
(PTO) pay. Covered compensation does not include any other compensation
received during the Performance Period, including, but not limited to, earnings
received during a paid leave, overtime or commission pay.
	 
	 	(b)	 	“Long-Term Disability” means (i) a physical or mental condition
which, in the judgment of the Committee based on competent medical evidence
satisfactory to the Committee, including, if required by the Committee, medical
evidence obtained by an examination conducted by a physician selected by the
Committee, renders an individual unable to engage in any substantial gainful
activity for the Company or its subsidiaries or affiliates and which impairment
is likely to result in death or to be of long, continued and indefinite
duration, or (ii) a judicial declaration of incompetence.
	 
	 	(c)	 	“Performance Period” is the Company’s fiscal year, which runs
from April 1 through March 31 of the following year.
	 
	 	(d)	 	“Retirement” means termination from McKesson and all of its
subsidiaries with age plus years of service at least equal to 65.
	 
	 	(e)	 	“Severance” means Eligibility for participation in and
entitlement to benefits under the McKesson Severance Pay Plan, as defined in
Section 3 of the Plan.






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