exv10w8






EXHIBIT 10.8




McKESSON CORPORATION




STATEMENT OF TERMS AND CONDITIONS APPLICABLE TO

RESTRICTED STOCK UNITS GRANTED TO

OUTSIDE DIRECTORS PURSUANT TO THE 2005 STOCK PLAN




(Effective as of July 23, 2008)





	I.	 	INTRODUCTION





     The following terms and conditions shall apply to Restricted Stock Unit Awards granted under
the Plan to Outside Directors eligible to participate in the Plan. This Statement of Terms and
Conditions is intended to meet the requirements of Code Section 409A and any regulations and rules
promulgated thereunder and is subject to the terms of the Plan. In the event of any inconsistency
between this Statement of Terms and Conditions and the Plan, the Plan shall govern. Capitalized
terms not otherwise defined in this Statement of Terms and Conditions shall have the meaning set
forth in the Plan.




	II.	 	RESTRICTED STOCK UNITS





     1. Award Agreement. A Restricted Stock Unit Award granted to an Outside Director
under the Plan shall be evidenced by a Restricted Stock Unit Agreement to be executed by the
Outside Director and the Corporation setting forth the terms and conditions of the Restricted Stock
Unit Award. Each Restricted Stock Unit Agreement shall incorporate by reference and be subject to
this Statement of Terms and Conditions and the terms and conditions of the Plan.



     2. Terms and Conditions. The Administrator administering the Plan has authority to
determine the Outside Directors to whom, and the time or times at which, grants of Restricted Stock
Units will be made, the number of Units to be awarded, and all other terms and conditions of such
awards. With respect to annual Restricted Stock Unit Awards granted to Outside Directors under the
Plan, such awards shall contain the following terms, conditions and restrictions.



          (A) Grant Date. Each Outside Director may be granted a Restricted Stock Unit Award on
the date of each annual meeting of stockholders. An Outside Director that is elected to the Board
between annual meetings of stockholders may also be granted a Restricted Stock Unit Award on the
date that the Board determines in its sole discretion.




          (B) Number of Units. The number of Units granted for the annual grant will be
determined by dividing the closing stock price on the date of grant into $150,000 (with any
fractional Unit rounded up to the nearest whole Unit) so long as the number of Units does not
exceed 5,000 in any year. A newly elected Outside Director may receive a prorated grant
effective upon the date of his or her election to the Board.




 









 








          (C) No Restrictions. Each Restricted Stock Unit Award granted to an Outside Director
will be fully vested on the date of grant.




     3. Dividend Equivalents. Dividend equivalents in respect of Restricted Stock Units
may be credited on behalf of an Outside Director to a deferred cash account or converted into
additional Restricted Stock Units, which will be subject to all of the terms and conditions of the
underlying Restricted Stock Unit Award. Currently, dividend equivalents in respect of Restricted
Stock Units granted to Outside Directors are credited to a deferred cash account.



     4. Assignability. An Outside Director shall not be permitted to sell, transfer,
pledge, assign or encumber Restricted Stock Units, other than pursuant to a qualified domestic
relations order as defined in the Code or Title I of the Employee Retirement Income Security Act.



     5. No Stockholder Rights. Neither an Outside Director nor any person entitled to
exercise an Outside Director’s rights in the event of the Outside Director’s death shall have any
of the rights of a stockholder with respect to the Share Equivalents subject to a Restricted Stock
Unit Award except to the extent that a book entry has been entered in the records of the
Corporation’s transfer agent with respect to the underlying Shares upon the payment of any
Restricted Stock Unit Award as described in Section II.6 below.



     6. Time of Payment of Restricted Stock Units. Except as noted in Section II.7 below,
Restricted Stock Units granted to Outside Directors shall not be paid until after the Outside
Director’s separation from service with the Corporation (“Automatic Deferral Requirement”).
“Separation of service” shall have the meaning provided under the McKesson Corporation Deferred
Compensation Administration Plan III (“DCAP III”). Payment shall be made in Shares in the form of
an appropriate book entry entered in the records of the Corporation’s transfer agent recording the
Outside Director’s unrestricted interest in the number of Shares equal to the number of Share
Equivalents subject to the Restricted Stock Unit Award.



     7. Satisfaction of Director Stock Ownership Guidelines. For those Outside Directors
who have met the Director Stock Ownership Guidelines in effect at the time, Restricted Stock Unit
grants made on or after the date of the annual meeting of stockholders held on July 23, 2008 shall
not be subject to the Automatic Deferral Requirement and such grants will be immediately converted
into Shares and distributed to the Outside Director; provided, however, that the Outside Director
may elect to defer receipt of the Shares underlying the Restricted Stock Units.



     8. Deferrals of Restricted Stock Units. Deferrals of Restricted Stock Units, whether
elective or pursuant to the Automatic Deferral Requirement, shall be subject to the terms and
conditions of DCAP III.




	III.	 	MISCELLANEOUS





     1. No Effect on Terms of Service with the Corporation. Nothing contained in this
Statement of Terms and Conditions, the Plan or a Restricted Stock Unit Agreement shall affect the
Corporation’s right to terminate the service of any Outside Director.



     2. Grants to Outside Directors in Foreign Countries. If an Outside Director is not a
United States citizen, the Board has the full discretion to deviate from this Statement of Terms
and Conditions in order to adjust a Restricted Stock Unit Award to prevailing local conditions,
including custom and legal and tax requirements.



2









 





     3. Information Notification. Any information required to be given under the terms of
a Restricted Stock Unit Agreement shall be addressed to the Corporation in care of its Secretary at
McKesson Plaza, One Post Street, San Francisco, California 94104, and any notice to be given to an
Outside Director shall be addressed to him or her at the address indicated beneath his or her name
on the Restricted Stock Unit Agreement or such other address as either party may designate in
writing to the other. Any such notice shall be deemed to have been duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, registered or certified and deposited
(postage or registration or certification fee prepaid) in a post office or branch post office
regularly maintained by the United States.



     4. Administrator Decisions Conclusive. All decisions of the Administrator
administering the Plan upon any questions arising under the Plan, under this Statement of Terms and
Conditions, or under a Restricted Stock Unit Agreement, shall be conclusive.



     5. No Effect on Other Benefit Plans. Nothing herein contained shall affect an Outside
Director’s right, if any, to participate in and receive benefits from and in accordance with the
then current provisions of any benefit plan or program offered by the Corporation.



     6. Withholding. Each Outside Director shall agree to make appropriate arrangements
with the Corporation and his or her employer for satisfaction of any applicable federal, state or
local income tax withholding requirements or payroll tax requirements, if any is required.



     7. Successors. This Statement of Terms and Conditions and the Restricted Stock Unit
Agreements shall be binding upon and inure to the benefit of any successor or successors of the
Corporation. “Outside Director” as used herein shall include the Outside Director’s Beneficiary.



     8. California Law. The interpretation, performance, and enforcement of this Statement
of Terms and Conditions and all Restricted Stock Unit Agreements shall be governed by the laws of
the State of California.



3