exv10w15






EXHIBIT 10.15




FORM OF

McKESSON CORPORATION

STATEMENT OF TERMS AND CONDITIONS

APPLICABLE TO AWARDS

PURSUANT TO THE MANAGEMENT INCENTIVE PLAN




Effective April 20, 2010



     The McKesson Management Incentive Plan (“MIP” or “Plan”) provides the short-term cash
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.



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     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.




     Notwithstanding the foregoing, any proration must be based on the achievement of
Performance Goals for the Performance Period.



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:



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





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.



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     C. Termination of Employment by Reason of Retirement.




     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.



8. Data Privacy.




     By accepting the Award, the Participant hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of his or her personal data as described
in this document by and among, as applicable, the Participant’s employer (the “Employer”) and the
Corporation and its Affiliates for the exclusive purpose of implementing, administering and
managing participation in the Plan.



     The Participant understands that the Corporation and the Employer hold certain personal
information about the Participant, including, but not limited, his or her name, home address and
telephone number, date of birth, social insurance or other identification number, salary,
nationality, job title, any shares of Company stock or directorships held in the Corporation,
details of all compensation or any other entitlement to Company-sponsored benefits for the purpose
of implementing, administering and managing the Plan (“Data”). The Participant understands that
Data may be transferred to any third parties assisting in the implementation, administration and
management of the Plan, that these recipients may be located in the Participant’s country or
elsewhere, such as in the United States of America, and that the recipient’s country may have
different data privacy laws and protections than the Participant’s country. The Participant
understands that he or she may request a list with the names and addresses of any potential
recipients of the Data by contacting the local human resources representative. The Participant
authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or
other form, for the purposes of implementing, administering and managing participation in the Plan.
The Participant understands that Data will be held only as long as is necessary to implement,
administer and manage his or her participation in the Plan.



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The Participant understands that he or she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, without cost, by contacting in writing the local human
resources representative. The Participant understands, however, that refusing or withdrawing
consent may affect his or her ability to participate in the Plan. For more information on the
consequences of refusal to consent or withdrawal of consent, the Participant understands that he or
she may contact the local human resources representative.




9. Governing Law.




     The law of the State of Delaware shall govern all question concerning the construction,
validity and interpretation of the Awards, without regard to the state’s conflict of laws rules.



10. 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)	 	“Award” means an Individual Target Award.
	 
	 	(b)	 	“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.
	 
	 	(c)	 	“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.
	 
	 	(d)	 	“Retirement” means termination from the Company 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 Company’s Severance Pay Plan, as defined in Section 3 of the Plan.






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