exv10w15



 





EXHIBIT 10.15




McKESSON CORPORATION

LONG-TERM INCENTIVE PLAN




(As Amended and Restated Effective January 1, 2005)




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1.

	 	NAME AND PURPOSE
	 	 	1	 
	 
	 	 	 	 	 	 
	2.

	 	ADMINISTRATION OF THE PLAN
	 	 	1	 
	 
	 	 	 	 	 	 
	3.

	 	ELIGIBILITY
	 	 	1	 
	 
	 	 	 	 	 	 
	4.

	 	CALCULATION OF AWARDS
	 	 	1	 
	 
	 	 	 	 	 	 
	5.

	 	PAYMENT OF AWARDS
	 	 	2	 
	 
	 	 	 	 	 	 
	6.

	 	CHANGE IN CONTROL
	 	 	4	 
	 
	 	 	 	 	 	 
	7.

	 	TRANSFERABILITY
	 	 	4	 
	 
	 	 	 	 	 	 
	8.

	 	WITHHOLDING TAXES
	 	 	4	 
	 
	 	 	 	 	 	 
	9.

	 	FUNDING
	 	 	4	 
	 
	 	 	 	 	 	 
	10.

	 	AMENDMENT
	 	 	5	 
	 
	 	 	 	 	 	 
	11.

	 	TERMINATION
	 	 	5	 
	 
	 	 	 	 	 	 
	12.

	 	GOVERNING LAW
	 	 	5	 
	 
	 	 	 	 	 	 
	13.

	 	NOTICES
	 	 	5	 
	 
	 	 	 	 	 	 
	14.

	 	SEVERABILITY
	 	 	5	 
	 
	 	 	 	 	 	 
	15.

	 	SUCCESSOR OF THE COMPANY
	 	 	5	 
	 
	 	 	 	 	 	 
	16.

	 	EXECUTION
	 	 	5	 






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McKESSON CORPORATION

LONG-TERM INCENTIVE PLAN




(As Amended and Restated Effective January 1, 2005)





	1.	 	NAME AND PURPOSE.




The name of this plan is the McKesson Corporation Long-Term Incentive Plan (the “Plan”). Its
purpose is to advance and promote the interests of the stockholders of McKesson Corporation, a
Delaware corporation (the “Company”) by attracting and retaining employees who strive for
excellence, and to motivate those employees to set and achieve above-average financial objectives
by providing competitive compensation for those who contribute most to the operating progress and
earning power of the Company, its subsidiaries and affiliates.





	2.	 	ADMINISTRATION OF THE PLAN.




The Plan shall be administered by a committee (the “Committee”) consisting of not less than two
directors of the Company to be appointed by the Board, each of whom is an “outside director” within
the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. No member of the
Committee shall be eligible to receive benefits under the Plan. The Committee shall have the sole
authority, in its absolute discretion, to adopt, amend, and rescind such rules and regulations as,
in its opinion, may be advisable in the administration of the Plan, to construe and interpret the
Plan, the rules and regulations, and to make all other determinations deemed necessary or advisable
for the administration of the Plan. All decisions, determinations and interpretations of the
Committee shall be final and binding on all employees who participate in the Plan (the
“Participants”) and other interested parties.





	3.	 	ELIGIBILITY.




Participation in the Plan shall be limited to those full-time, salaried key officers and/or other
employees of the Company, its subsidiaries and affiliates who are selected from time to time by the
Committee. Participants in the Plan are also eligible to participate in any incentive plan of the
Company.





	4.	 	CALCULATION OF AWARDS.




Awards under the Plan shall be made in the sole discretion of the Committee. After the close of
the period for which an award may be made (a “Performance Period”), the Committee shall determine
the dollar amount of the award to be made to each Participant whom the Committee has selected to be
an award recipient for that Performance Period; provided, however, that the award amount for any
individual who is a “covered employee” (as defined in regulations adopted pursuant to Section
162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)) of the Company on the last
day of a Performance Period (the “Specified Officers”) shall be subject to the following
limitations:




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     (a) 5% of the Company’s aggregate “Annual Income” for the Performance Period shall be set
aside for awards to the Specified Officers. For this purpose, “Annual Income” shall mean reported
net income before special items.



     (b) The maximum awards to the following Specified Officers shall equal the indicated
percentage of the aggregate fund set forth in (a) above, determined pursuant to the following
schedule:



	 	 	 	 	 
	Officer	 	Percentage
	Chief executive officer

	 	 	40	%
	The four highest compensated officers

(other than the CEO)

	 	 	15	% each
	Total

	 	 	100	%






     (c) The Committee in its sole discretion may reduce the award otherwise payable to any
Specified Officer as determined above, but in no event may any such reduction result in an increase
of the award payable to any other Participant, including but not limited to any other Specified
Officer.




	5.	 	PAYMENT OF AWARDS.




All awards to Participants pursuant to the Plan shall be paid in cash. Prior to January 1, 2005,
awards shall be paid as soon as practicable after the end of the Performance Period, provided,
however, that, at the Participant’s election, receipt of all or part of an award may be deferred
under the terms of the Company’s Deferred Compensation Administration Plan II in the manner
prescribed by regulations established by the Committee. After December 31, 2004, all awards shall
be paid no later than the later of two and one-half months following the end of the Company’s
fiscal year or the end of the calendar year in which the award is no longer subject to a
substantial risk of forfeiture, provided, however, that, at the Participant’s election, receipt of
all or part of an award may be deferred under the terms of the Company’s Deferred Compensation
Administration Plan III (“DCAP III”) and in compliance with Section 409A of the Code. Effective
July 27, 2006, no award may be deferred by a Participant under DCAP III unless he or she is an
active employee of the Company on the date the award is paid or he or she retired after the last
December 31 of the Performance Period.



A Participant shall have no right to receive payment of any award under the Plan unless he or she
has satisfied regulations prescribed by the Committee at the time of making the award and the
Committee has determined that the performance objectives applicable to such award, if any, have
been achieved.



Any other provision of the Plan to the contrary notwithstanding, if the Committee determines that a
Participant has engaged in any of the actions described in (c) below, the consequences set forth in
(a) and (b) below shall result:




     (a) Any outstanding award shall be forfeited immediately and automatically and shall not be
payable to the Participant under any circumstances.



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     (b) If the Participant received payment of an award within six months prior to the date that
the Company discovered that the Participant engaged in any action described in (c) below the
Participant, upon written notice from the Company, shall immediately repay to the Company in cash
the amount of such award (including any amounts withheld pursuant to Paragraph 8).



     (c) The consequences described in (a) and (b) shall apply if the Participant, either before or
after termination of employment with the Company or one of its subsidiaries or affiliates:



          (i) discloses to others, or takes or uses for his or her own purpose or the purpose of others,
any trade secrets, confidential information, knowledge, data or know-how belonging to the Company
or any of its subsidiaries or affiliates and obtained by the Participant during the term of his or
her employment, whether or not they are the Participant’s work product. Examples of such
confidential information or trade secrets include (but are not limited to) customer lists, supplier
lists, pricing and cost data, computer programs, delivery routes, advertising plans, wage and
salary data, financial information, research and development plans, processes, equipment, product
information and all other types and categories of information as to which the Participant knows or
has reason to know that the Company or its subsidiaries or affiliates intends or expects secrecy to
be maintained;




          (ii) fails to promptly return all documents and other tangible items belonging to the Company
or any of its subsidiaries or affiliates in the Participant’s possession or control, including all
complete or partial copies recordings, abstracts, notes or reproductions of any kind made from or
about such documents or information contained therein, upon termination of employment, whether
pursuant to retirement or otherwise;




          (iii) fails to provide the Company with at least thirty (30) days’ written notice prior to
directly or indirectly engaging in, becoming employed by, or rendering services, advice or
assistance to any business in competition with the Company or any of its subsidiaries or
affiliates. As used herein, “business in competition” means any person, organization or enterprise
which is engaged in or is about to become engaged in any line of business engaged in by the Company
or any of its subsidiaries or affiliates at the time of the termination of the Participant’s
employment with the Company or any of its subsidiaries or affiliates;




          (iv) fails to inform any new employer, before accepting employment, of the terms of this
paragraph 5 an of the Participant’s continuing obligation to maintain the confidentiality of the
trade secrets and other confidential information belonging to the Company or any of its
subsidiaries or affiliates and obtained by the Participant during the term of his or her employment
with the Company or any of its subsidiaries or affiliates;




          (v) induces or attempts to induce, directly or indirectly, any of the customers of the Company
or its subsidiaries or affiliates, employees, representatives or consultants to terminate,
discontinue or cease working with or for the Company, or any of its subsidiaries or affiliates, or
to breach any contract with the Company or any of its subsidiaries or affiliates, in order to work
with or for, or enter into a contract with the Participant or any third party;




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          (vi) engages in conduct which is not in good faith and which disrupts, damages, impairs or
interferes with the business, reputation or employees of the Company or any of its subsidiaries or
affiliates; or




          (vii) directly or indirectly engages in, becomes employed by, or renders services, advice or
assistance to any business in competition with the Company or its affiliates, at any time during
the twelve months following termination of employment with the Company.



The Committee shall determine in its sole discretion whether the Participant has engaged in any of
the acts set forth in (i) through (vii) above, and its determination shall be conclusive and
binding on all interested persons.



Any provision of this paragraph 5 which is determined by a court of competent jurisdiction to be
invalid or unenforceable should be construed or limited in a manner that is valid and enforceable
and that comes closest to the business objectives intended by such invalid or unenforceable
provision, without invalidating or rendering unenforceable the remaining provisions of this
paragraph 5.





	6.	 	CHANGE IN CONTROL.




The statement of terms and conditions adopted pursuant to the Plan shall prescribe rules for the
acceleration of awards in the event of a “Change in Control” of the Company. For this purpose, a
Change in Control shall mean the occurrence of any change in ownership of the Company, change in
effective control of the Company, or change in the ownership of a substantial portion of the assets
of the Company, as defined in Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as
amended, the regulations thereunder, and any other published interpretive authority, as issued or
amended from time to time.





	7.	 	TRANSFERABILITY.




Awards made pursuant to the Plan are not transferable or assignable by the Participant other than
by will or the laws of descent and distribution, and payment thereunder during the Participant’s
lifetime shall be made only to the Participant or to the guardian or legal representative of the
Participant. Payments which are due to a deceased Participant pursuant to the Plan shall be paid
to the person or persons to whom such right to payment shall have been transferred by will or the
laws of descent and distribution.





	8.	 	WITHHOLDING TAXES.




Whenever the payment of an award is made, such payment shall be net of an amount sufficient to
satisfy federal, state and local withholding tax requirements and authorized deductions.





	9.	 	FUNDING.




No provision of the Plan, or regulations adopted hereunder, shall require the Company, for the
purpose of satisfying any obligations under the Plan, to purchase assets or segregate or place any
assets in a trust or other entity to which contributions are made.




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	10.	 	AMENDMENT.




The Plan may be amended or revised by the Board of Directors of the Company at any time and for any
reason.





	11.	 	TERMINATION.




The Plan may be terminated at any time and for any reason by resolution of the Board of Directors
of the Company by the affirmative vote of a majority of the directors in office; provided, however,
that such termination shall not affect any incentive award which shall have been granted prior to
such termination.





	12.	 	GOVERNING LAW.




The validity, construction and effect of the Plan and any such actions taken under or relating to
the Plan shall be determined in accordance with the Employee Retirement Income Security Act of
1974, as amended, (“ERISA”) and the laws of the State of California to the extent the latter is
not preempted by ERISA.





	13.	 	NOTICES.




All notices under this Plan shall be sent in writing to the Secretary of the Company. All
correspondence to a Participant shall be sent in writing to the Participant at the address which is
his or her recorded address as listed on the most recent election form or as specified in the
Company’s records.





	14.	 	SEVERABILITY.




If any provision of the Plan shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereunder shall continue to be effective.





	15.	 	SUCCESSOR OF THE COMPANY.




This Plan shall be binding upon and inure to the benefit of any successor or successors of the
Company.





	16.	 	EXECUTION.




This amended and restated Long-Term Incentive Plan was adopted on October 27, 2006.




McKESSON CORPORATION




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Paul E. Kirincic
	 	 
	 

	 	Executive Vice President, Human Resources	 	 







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