exv10w45



 





Exhibit 10.45



EMPLOYMENT AGREEMENT




          THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of April 1, 2004
(the “Effective Date”), is by and between McKesson Corporation (the “Company”),
a Delaware corporation with its principal office at One Post Street, San
Francisco, California, and Paul C. Julian (“Executive”).



RECITALS




          A.     The Company, in its business, develops and uses certain Confidential
Information (as defined in Paragraph 7(c) below). Such Confidential
Information will necessarily be communicated to or acquired by Executive by
virtue of his employment with the Company, and the Company has spent time,
effort and money to develop such Confidential Information and to promote and
increase its goodwill; and



          B.      The Company desires to retain the services of, and employ, Executive on
its own behalf and on behalf of its affiliated companies for the period
provided in this Agreement and, in so doing, to protect its Confidential
Information and goodwill, and Executive is willing to accept employment by the
Company on a full-time basis for such period, upon the terms and conditions
hereinafter set forth.



          NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the parties hereto agree as follows:



          1.      Employment. Subject to the terms and conditions of this Agreement, the
Company agrees to employ Executive, and Executive agrees to accept employment
from, and remain in the employ of, the Company for the period stated in
Paragraph 3 hereof.



          2.      Position and Responsibilities. During the period of his employment
hereunder, Executive agrees to serve the Company, and the Company shall employ
Executive, as Senior Vice President and President, McKesson Supply Solutions,
or in such other senior corporate executive capacity or capacities as may be
specified from time to time by the Chief Executive Officer of the Company (the
“Chief Executive Officer”).



          3.      Terms and Duties:



                    (a)      Term of Employment. The period of Executive’s employment under this
Agreement shall be deemed to have commenced on the date of this Agreement and
shall continue until March 31, 2007; provided, however, that commencing on
April 1, 2005, and on each April 1st thereafter, the term of this Agreement
shall automatically be extended for one (1) additional year unless terminated
earlier in accordance with Paragraph 8 below (the “Term”). The effect of such
annual one year extensions shall be that this Agreement shall thereupon
continue to have a new three year term, without regard to the number of any
prior extensions.



                    (b)      Duties. During the period of his employment hereunder and except for
illness, reasonable vacation periods and reasonable leaves of absence,
Executive shall devote his best efforts and all his business time, attention and skill to the
business and affairs of the


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Company and its affiliated companies, as such
business and affairs now exist and as they may be hereafter changed or added
to, under and pursuant to the general direction of the Board of Directors of
the Company (the “Board”); provided, however, that, with the approval of the
Chief Executive Officer, Executive may serve, or continue to serve, on the
boards of directors of, hold any other offices or positions in, companies or
organizations which, in such officer’s judgment, will not present any conflict
of interest with the Company or any of its subsidiaries or affiliates or
divisions, or materially affect the performance of Executive’s duties pursuant
to this Agreement. The Company shall retain full direction and control of the
means and methods by which Executive performs the services for which he is
employed hereunder. The services which are to be employed by Executive
hereunder are to be rendered in the State of California, or in such other place
or places in the United States or elsewhere as may be determined from time to
time by the Board, but are to be rendered primarily at the headquarters of the
Company in San Francisco, California.




          4.      Compensation and Reimbursement of Expenses.



                    (a)      Compensation. During the period of his employment hereunder,
Executive shall be paid a salary, in monthly or semi-monthly installments (in
accordance with the Company’s normal payroll practices for senior executive
officers), at the rate of Six Hundred Thousand Dollars ($600,000.00) per year,
or such higher salary as may be from time to time approved by the Board (or any
duly authorized Committee thereof) (any such higher salary so approved to be
thereafter the minimum salary payable to Executive during the remainder of the
term hereof), plus such additional incentive compensation, if any, as may be
awarded to him yearly by the Board (or any duly authorized Committee thereof).
For purposes of the MIP (as defined in paragraph 5 below), for each of the
Company’s fiscal years ending during the term of this Agreement, Executive’s
Individual Target Award shall be 80% of his base salary for the applicable Year
(as defined in the MIP). In addition, in years when the Company achieves one
hundred percent (100%) of the Business Scorecard Target applicable to
Executive, Executive will receive an award of restricted stock (or a similar
equity equivalent) equal in value on the date of grant to fifty percent (50%)
of Executive’s actual MIP award. Executive shall also receive an automobile
allowance from the Company of One Thousand Dollars ($1,000.00) per month during
the term of this Agreement.



                    (b)      Reimbursement of Expenses. The Company shall pay or reimburse
Executive, in accordance with its normal policies and practices, for all
reasonable travel and other expenses incurred by Executive in performing his
obligations hereunder.



          5.      Other Benefits. During the period of his employment hereunder,
Executive shall be entitled to receive all other benefits of employment
generally available to other members of the Company’s senior management and
those benefits for which key executives are or shall become eligible, when and
as he becomes eligible therefore, including without limitation, group health
and life insurance benefits, short and long-term disability plans, deferred
compensation plans, and participation in the Company’s Profit-Sharing
Investment Plan, Employee Stock Purchase Plan, Executive Medical Plan,
Management Incentive Plan (“MIP”), Executive Benefit Retirement Plan (“EBRP”),
Executive Survivor Benefits Plan (“ESBP”), Stock Purchase Plan and 1994 Stock
Option and Restricted Stock Plan (or any other similar plan or arrangement).



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          6.      Benefits Payable Upon Disability or Death.



                    (a)      Disability Benefits. If, during the term of this Agreement, Executive
shall be prevented from properly performing services hereunder by reason of his
illness or other physical or mental incapacity, the Company shall continue to
pay Executive his then current salary hereunder during the period of such
disability or, if less, for a period of (12) calendar months, at which time the
Company’s obligations hereunder shall cease and terminate.



                    (b)      Death Benefits. In the event of the death of Executive during the
term of this Agreement, Executive’s salary payable hereunder shall continue to
be paid to Executive’s surviving spouse or, if there is no spouse surviving,
then to Executive’s designee or representative (as the case may be) through the
six-month period following the end of the calendar month in which Executive’s
death occurs. Thereafter, all of the Company’s obligations hereunder shall
cease and terminate.



                    (c)      Other Plans. The provisions of this Paragraph 6 shall not affect any
rights of Executive’s heirs, administrators, executors, legatees, beneficiaries
or assigns under the Company’s Profit-Sharing Investment Plan, EBRP, ESBP, 1994
Stock Option and Restricted Stock Plan (or any other similar plan or
arrangement), any stock purchase plan or any other employee benefit plan of the
Company, and any such rights shall be governed by the terms of the respective
plans.



          7.      Obligations of Executive During and After Employment.



                    (a)      Noncompetition. Executive agrees that during the term of his
employment hereunder, and for the “Noncompetition Period” (as hereinafter
defined) thereafter following the termination of Executive’s employment with
the Company for any reason, he will not, within the United States, participate,
engage or have any interest in, directly or indirectly, any person, firm,
corporation, or business (where as an employee, officer, director, agent,
creditor, or consultant or in any capacity which calls for the rendering of
personal services, advice, acts of management, operation or control) which
carries on any business or activity competitive with the Company or any
affiliated company (including, without limitation, any products or services
sold, investigated, developed or otherwise pursued by the Company or any
affiliated company at any time or from time to time) without the prior written
consent of the Chief Executive Officer. For purposes of this Paragraph 7(a),
the “Noncompetition Period” shall be deemed to be the period during which
Executive is receiving salary continuation payments hereunder. Should Executive
violate his obligations under this Paragraph 7(a), any further salary
continuation payments or other severance benefits shall immediately cease.
This Paragraph 7(a) shall survive the termination or expiration of this
Agreement.



                    (b)      Unauthorized Use of Confidential Information. Executive acknowledges
and agrees that (i) during the course of his employment Executive will have
produced and/or have access to Confidential Information (as defined in
subparagraph (c) hereof), of the Company and its affiliated companies, and (ii)
the unauthorized use or sale of any of such confidential or proprietary
information at any time would harm the Company and would constitute unfair
competition with the Company either during or after the term of this Agreement.
Therefore, during and subsequent to his employment by the Company and its
affiliated companies,



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Executive agrees to hold in confidence and not, directly or indirectly,
disclose, use, copy or make lists of any such information, except to the extent
expressly authorized by the Company in writing or as required by law. All
records, files, drawings, documents, equipment, and the like, or copies
thereof, relating to the Company’s business, or the business of any of its
affiliated companies, which Executive shall prepare, use, or come into contact
with, shall be and remain the sole property of the Company, and shall not be
removed (except to allow Executive to perform his responsibilities hereunder
while traveling for business purposes or otherwise working away from his
office) from the Company’s or the affiliated company’s premises without its
prior written consent, and shall be promptly returned to the Company upon
termination of employment with the Company and its affiliated companies. This
Paragraph 7(b) shall survive the termination or expiration of this Agreement.




                    (c)     Confidential Information Defined. For purposes of this Agreement,
“Confidential Information” means all information (whether reduced to written,
electronic, magnetic or other tangible form) acquired in any way by Executive
during the course of his employment with the Company or any of its affiliated
companies concerning the products, projects, activities, business or affairs of
the Company and its affiliated companies, or the Company’s or any of its
affiliated company’s customers, including without limitation, (i) all
information concerning trade secrets of the Company and its affiliated
companies, including computer programs, system documentation, special hardware,
product hardware, related software development, manuals, formulae, processes,
methods, machines, compositions, ideas, improvements or inventions of the
Company and its affiliated companies, (ii) all sales and financial information
concerning the Company and its affiliated companies, (iii) all customer and
supplier lists of the Company and its affiliated companies, (iv) all
information concerning products or projects under development by the Company or
any of its affiliated companies or marketing plans for any of those products or
projects, and (v) all information in any way concerning the products, projects,
activities, business or affairs of customers of the Company or any of its
affiliated companies which was furnished to him by the Company or any of its
agents or customers; provided, however, that Confidential Information does not
include information which (A) becomes available to the public other than as a
result of a disclosure by Executive, (B) was available to him on a
non-confidential basis outside of his employment with the Company, or (C)
becomes available to him on a non-confidential basis from a source other than
the Company or any of its agents, creditors, suppliers, lessors, lessees or
customers.



                    (d)      Nonsolicitation. Executive recognizes and acknowledges that it is
essential for the proper protection of the business of the Company and its
affiliated companies that Executive be restrained for a reasonable period
following the termination of Executive’s employment with the Company and its
affiliated companies from (i) soliciting or inducing any employee of the
Company or any of its affiliated companies to leave the employ of the Company
or any of its affiliated companies, (ii) hiring or attempting to hire any
employee of the Company or any of its affiliated companies, or (iii) soliciting
the trade of or trading with the customers of the Company or any of its
affiliated companies for any competitive business purpose. Accordingly,
Executive agrees that during the term of his employment hereunder, and for the
Nonsolicitation Period thereafter following the termination of Executive’s
employment with the Company and its affiliated companies for any reason,
Executive shall not, directly or indirectly, (x) hire, solicit, aid in or
encourage the hiring and/or solicitation of, contract with, aid in or encourage
the contracting with, or induce or encourage to leave the employment of the
Company



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or any its affiliated companies, and (y) solicit, aid in or encourage the
solicitation of, contract with, aid in or encourage the contracting with,
service, or contact any person or entity which is, or was, within three years
prior to the termination of Executive’s employment with the Company and its
affiliated companies, a customer or client of the Company or any of its
affiliated companies for the purpose of offering or selling a product or
service competitive with any of those offered by the Company of any of its
affiliated companies. For purposes of this Paragraph 7(d), the
“Nonsolicitation Period” shall be deemed to be the longer of (i) two (2) years
following termination of Executive’s employment for any reason, or (ii) the
period during which Executive is receiving salary continuation payments
hereunder. Should Executive violate his obligations under this Paragraph 7(d),
any further salary continuation payments or other severance benefits shall
immediately cease. This Paragraph 7(d) shall survive the termination or
expiration of this Agreement.




                    (e)     Remedy for Breach. Executive agrees that in the event of a breach or
threatened breach of any of the covenants contained in this Paragraph 7, the
Company shall have the right and remedy to have such covenants specifically
enforced by any court having jurisdiction, it being acknowledged and agreed
that any material breach of any of the covenants will cause irreparable injury
to the Company and that money damages will not provide an adequate remedy to
the Company.



                    (f)      Blue-Penciling. Executive acknowledges and agrees that the
noncompetition and nonsolicitation provisions contained herein are reasonable
and valid in geographic, temporal and subject matter scope and in all other
respects, and do not impose limitations greater than are necessary to protect
the goodwill, Confidential Information and other business interests of the
Company. Nevertheless, if any court determines that any of said noncompetition
and other restrictive covenants and agreements, or any part thereof, is
unenforceable because of the duration or geographic scope of such provision,
such court shall have the power to reduce the duration or scope of such
provision, as the case may be, and, in its reduced form, such provision shall
then be enforceable to the maximum extent permitted by applicable law.



          8.      Termination.



                    (a)      For Cause. Notwithstanding anything herein to the contrary, the
Company may, without liability, terminate Executive’s employment hereunder for
Cause (as defined below) at any time upon written notice from the Board (or any
duly authorized Committee thereof) specifying such Cause, and thereafter, the
Company’s obligations hereunder shall cease and terminate; provided, however,
that such written notice shall not be delivered until after the Board (or any
duly authorized Committee thereof) shall have given Executive written notice
specifying the conduct alleged to have constituted such Cause and Executive has
failed to cure such conduct, if curable, within fifteen (15) days following
receipt of such notice. As used herein, the term “Cause” shall mean (i)
Executive’s willful misconduct, habitual neglect or dishonesty with respect to
matters involving the Company or its subsidiaries which is materially and
demonstrably injurious to the Company, or (ii) a material breach by Executive
of one or more terms of this Agreement.



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                    (b)     Arbitration Required to Confirm Cause. In the event of a termination
for Cause pursuant to subparagraph (a) above, the Company shall continue to pay
Executive’s then current compensation as specified in this Agreement until the
issuance of an arbitration award affirming the Company’s action. Such
arbitration shall be held in accordance with the provisions of Paragraph 9(d)
below. In the event the award upholds the action of the Company, Executive
shall promptly repay to the Company any sums received pursuant to this
subparagraph 8(b), following termination of employment.



                    (c)      Other than For Cause, Performance, Reorganization. Notwithstanding
anything herein to the contrary, the Company may also terminate Executive’
employment (without regard to any general or specific policies of the Company
relating to the employment or termination of its employees) (i) should
Executive fail to perform his duties hereunder in a manner satisfactory to the
Chief Executive Officer, (ii) should Executive’s position be eliminated as a
result of a reorganization or restructuring of the Company or any of its
affiliated companies, or (iii) for any other reason or reasons, in the
Company’s sole discretion.



                    (d)      Obligations of the Company on Termination of Employment.



                              (i)      If the Company terminates Executive’s employment pursuant to
subparagraph 8(a) above and the Company’s action is affirmed as specified in
subparagraph 8(b) above or Executive terminates his employment with the Company
other than for Good Reason (as defined in subparagraph (d)(iii) below), then
all of the Company’s obligations hereunder shall immediately cease and
terminate. Executive shall thereupon have no further right or entitlement to
additional salary, incentive compensation payments or awards, or any
perquisites from the Company whatsoever, and Executive’s rights, if any, under
the Company’s employee and executive benefit plans shall be determined solely
in accordance with the express terms of the respective plans.



                              (ii)      If the Company terminates Executive’s employment pursuant to
subparagraph 8(c) above or Executive terminates his employment with the Company
for Good Reason prior to the expiration of the Term, then in lieu of any
benefits payable pursuant to the Company’s Executive Severance Policy (so long
as the compensation and benefits payable hereunder equal or exceed those
payable under said Policy) and in complete satisfaction and discharge of all of
its obligations to Executive hereunder, the Company shall, provided Executive
is not in breach of the provisions of Paragraph 7 hereof and except as provided
in Paragraph 9(c) below, and conditioned upon Executive’s execution of a full
release of claims, (A) continue Executive’s then current base salary, without
increase, for the remainder of the Term; provided, however, that the Company’s
obligation to make such salary payments shall be reduced by any compensation
received by Executive from a subsequent employer during such term, (B) consider
Executive for a bonus under the terms of the Company’s MIP for the fiscal year
in which termination occurs (but not for any subsequent year) provided that any
such bonus, if earned, shall be pro-rated to reflect the portion of the year
for which Executive was actively employed, (C) continue Executive’s automobile
allowance and Executive Medical Plan benefits until the end of the Term, (D)
subject to the express special forfeiture and repayment provisions of the
respective plans (or the terms and conditions applicable thereto), continue the
accrual and vesting of Executive’s rights, benefits and existing awards for the
remainder of the Term for purposes of the EBRP, ESBP, and the Stock Option and
Restricted Stock Plan (or any other similar plan or



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arrangement); provided, however, that (unless otherwise provided by the
terms of the applicable plan; or unless the Board, or any duly authorized
Committee thereof, in its sole discretion determines otherwise) Executive shall
in no event receive or be entitled either to additional grants or awards
subsequent to the date of termination, nor “Approved Retirement” status, under
the foregoing plans, and (E) terminate Executive’s participation in the
Company’s tax-qualified profit-sharing plans, long-term incentive plan, and
stock purchase plans, pursuant to the terms of the respective plans, as of the
date of Executive’s termination of employment.




                              (iii)     For purposes of this Agreement, “Good Reason” shall mean any of the
following actions, if taken without the express written consent of Executive:
(A) any material change by the Company in Executive’s functions, duties or
responsibilities as Senior Vice President and President, McKesson Supply
Solutions, which change would cause Executive’s position with the Company to
become of less dignity, responsibility, importance, or scope as compared to the
position and attributes that applied to Executive as of the Effective Date; (B)
any reduction in Executive’s base salary, other than a proportional reduction
effected as part of an across-the-board reduction affecting all executive
employees of the Company; (C) any material failure by the Company to comply
with any of the provisions of the Agreement; (D) the Company’s requiring
Executive to be based at any office or location more than 25 miles from the
office at which Executive is based as of the Effective Date, except for travel
reasonably required in the performance of Executive’s responsibilities; or (E)
any failure by the Company to obtain the express assumption of the Agreement by
any successor or assign of the Company.



          9.      General Provisions.



                    (a)      Executive’s rights and obligations hereunder shall not be transferable
by assignment or otherwise. Nothing in this Agreement shall prevent the
consolidation of the Company with, or its merger into, any other corporation,
or the sale by the Company of all or substantially all of its properties or
assets; and this Agreement shall inure to the benefit of, be binding upon and
be enforceable by, any successor surviving or resulting corporation, or other
entity to which such assets shall be transferred. This Agreement shall not be
terminated by the voluntary or involuntary dissolution of the Company.



                    (b)      This Agreement (together with the Termination Agreement dated August
1, 1999) and the rights of Executive with respect to the benefit plans referred
to in Paragraph 5 constitute the entire agreement between the parties hereto in
respect of the employment of Executive by the Company. This Agreement
(together with the Termination Agreement) supersedes and replaces all prior
oral and written agreements, understandings, commitments, and practices between
the parties.



                    (c)     In the event Executive’s employment with the Company shall terminate
under circumstances otherwise providing Executive with a right to benefits
under both Section 5 of the Termination Agreement and Paragraph 8(d)(ii) of
this Agreement, Executive shall be entitled to receive the greater of the
benefits provided therein or herein, calculated individually, without
duplication.



                    (d)      Executive and the Company agree that any dispute, controversy or claim
between them, other than any dispute, controversy claim or breach arising under
Paragraph 7 of



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this Agreement, shall be settled exclusively by final and binding
arbitration in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association (the “AAA Rules”).
A neutral and impartial arbitrator shall be chosen by mutual agreement of the
parties or, if the parties are unable to agree upon an arbitrator within a
reasonable period of time, then a neutral and impartial arbitrator shall be
appointed in accordance with the arbitrator nomination and selection procedure
set forth in the AAA Rules. The arbitrator shall apply the same substantive
law, with the same statutes of limitations and remedies, that would apply if
the claims were brought in court. The arbitrator also shall prepare a written
decision containing the essential findings and conclusions upon which the
decision is based. Either party may bring an action in court to compel
arbitration under this Agreement or to enforce an arbitration award.
Otherwise, neither party shall initiate or prosecute any lawsuit in any way
related to any claim subject to this agreement to arbitrate. Any arbitration
held pursuant to this Paragraph shall take place in San Francisco, California.
Each party shall pay its own costs and attorneys’ fees, unless a party prevails
on a statutory claim and the statute provides that the prevailing party is
entitled to payment of its attorneys’ fees. In that case, the arbitrator may
award reasonable attorneys’ fees and costs to the prevailing party as provided
by law. The Company agrees to pay any administrative costs and fees of the
AAA, as well as the costs and fees of the arbitrator. THE PARTIES UNDERSTAND
AND AGREE THAT THIS AGREEMENT CONSTITUTES A WAIVER OF THEIR RIGHT TO A TRIAL BY
JURY OF ANY CLAIMS OR CONTROVERSIES COVERED BY THIS AGREEMENT.




                    (e)     Executive expressly acknowledges and agrees that, in the event the
benefits provided hereunder are subject to the excise tax provision set forth
in Section 4999 of the Internal Revenue Code of 1986, as amended, (i) Executive
shall be responsible for, and (ii) Executive shall not be entitled to any
additional payment from the Company for any Federal, state, and local income
and employment taxes, interest or penalties that may arise in connection with
such benefits.



                    (f)      The provisions of this Agreement shall be regarded as divisible, and
if any of said provisions or any part hereof are declared invalid or
unenforceable by a court of competent jurisdiction, the validity and
enforceability of the remainder of such provisions or parts hereof and the
applicability hereof shall not be affected thereby.



                    (g)      This Agreement may not be amended or modified except by a written
instrument executed by the Company and Executive.



                    (h)      This Agreement and the rights and obligations hereunder shall be
governed by and construed in accordance with the laws of the State of
California without regard to its principles of conflict of laws.



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          IN WITNESS WHEREOF, The parties have executed this Agreement as of the
date first above written.





	 	 	 	 	 	 	 
	 	 	 	 	McKesson Corporation
	 	 	 	 	A Delaware Corporation
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	By	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Paul E. Kirincic
	

	 	 	 	 	 	Senior Vice President, Human Resources
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	
 	 	 	 	
 
	Assistant Secretary	 	 	 	Executive

	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By the Authority of the
Compensation Committee of the
Board of Directors of
McKesson Corporation
on March    , 2004.
	 	 	 	 	 	 








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