Back to top

CHANGE IN CONTROL POLICY FOR SELECTED EXECUTIVE EMPLOYEES

Change of Control Agreement

CHANGE IN CONTROL POLICY FOR SELECTED EXECUTIVE EMPLOYEES | Document Parties: McKESSON CORPORATION You are currently viewing:
This Change of Control Agreement involves

McKESSON CORPORATION

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: CHANGE IN CONTROL POLICY FOR SELECTED EXECUTIVE EMPLOYEES
Date: 10/29/2008
Industry: Biotechnology and Drugs     Sector: Healthcare

CHANGE IN CONTROL POLICY FOR SELECTED EXECUTIVE EMPLOYEES, Parties: mckesson corporation
50 of the Top 250 law firms use our Products every day

EXHIBIT 10.9

McKESSON CORPORATION

CHANGE IN CONTROL POLICY FOR SELECTED EXECUTIVE EMPLOYEES

Effective January 1, 2009

(Amended and Restated on October 24, 2008)

 


 

McKESSON CORPORATION

CHANGE IN CONTROL POLICY FOR SELECTED EXECUTIVE EMPLOYEES

Effective January 1, 2009

(Amended and Restated on October 24, 2008)

1.

 

ADOPTION AND PURPOSE OF POLICY.

The McKesson Corporation Change in Control Policy for Selected Executive Employees (the “Policy”) was adopted effective November 1, 2006 by McKesson to provide a program of severance payments to certain employees of McKesson and its designated subsidiaries whose employment is terminated as the result of a Change in Control. The Policy is an employee welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Section 2510.3-1 of the regulations issued thereunder. This document constitutes both the plan document and the summary plan description of the Policy. The plan administrator of the Policy for purposes of ERISA is McKesson. The Policy was amended and restated effective as of November 1, 2006, and last amended and restated to read as set forth herein effective as of October 24, 2008.

2.

 

CHANGE IN CONTROL BENEFITS.

(a) Basic Change in Control Benefits . In the event of the occurrence of a Change in Control where a Participant’s employment is terminated under circumstances that constitute a Separation from Service (i) proximate to and initiated at the direction of the person or entity that is involved in, or otherwise in connection with, such Change in Control, for any reason other than Cause or (ii) initiated by the Participant for Good Reason, and if such termination of employment occurs within the period six months preceding or 24 months following a Change in Control, that Participant shall be entitled to a Change in Control benefit equal to the following:

     Tier One Participant: 2.99 times Earnings

     Tier Two Participant: 2 times Earnings

     Tier Three Participant: 1 times Earnings

(b) Other Change in Control Benefits . A Participant who is entitled to the basic Change in Control benefit provided in (a) above also shall be entitled to the following:

     (i) If the Participant is a Tier One Participant and is covered by the Executive Benefit Retirement Plan, his or her straight life annuity benefits under that Plan shall be calculated by adding three additional years of age and three additional years of service to the Participant’s actual age and service; provided, however, that the actuarially equivalent lump sum value amount shall be based on the Participant’s actual age; and

     (ii) The Participant is and his or her eligible dependents are eligible to have continued coverage under McKesson-sponsored medical plan benefits or comparable medical plan benefits

1


 

in which the Participant was a participant at the time of Separation from Service for the number of years set forth below from the date of Separation from Service, at a cost no greater than the cost in effect at the time of the Change in Control:

Tier One Participant 3 years

Tier Two Participant 2 years

Tier Three Participant 1 year

     (iii) The Participant is eligible to have continued Company-paid life insurance at the level in effect on the date of the Change in Control for the number of years set forth below from the date of termination:

Tier One Participant 3 years

Tier Two Participant 2 years

Tier Three Participant 1 year

     (iv) The Participant is eligible for reasonable outplacement services, in an amount not to exceed the amount determined by the Executive Vice President, Human Resources; provided, however, that the expenses for such services shall not be incurred by the Participant at any time after the last day of the second taxable year following the taxable year in which the Participant’s Separation from Service occurs, and such expenses shall not be reimbursed by McKesson at any time after the last day of the third taxable year following the taxable year in which Executive’s Separation from Service occurs.

     (v) If, as a result of the Participant’s employment with McKesson or termination thereof, the benefits received by the Participant (the “Total Payments”) are subject to the excise tax provision set forth in Section 4999 of the Code (the “Excise Tax”), McKesson shall pay to Participant an additional amount (the “Gross-Up Payment”) such that the net amount retained by Participant, after deduction of any Excise Tax on the benefits received hereunder and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments; provided, however, that subject to paragraph c the Gross-Up Payment shall be made to Participant no later than the end of the taxable year following the taxable year in which his or her applicable taxes are remitted to the taxing authorities. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) all of the Total Payments shall be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Participant and selected by the accounting firm which was, immediately prior to the Change in Control, the. Company’s independent auditor (the “Auditor”), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (B) all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent “reasonable compensation” for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the Base

2


 

Amount (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (C) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Participant shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up

Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Participant’s residence on the date of termination (or if there is no date of termination, then the date on which the Gross-Up Payment is calculated for purposes of this paragraph, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes). In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Participant shall repay to McKesson, within five business days following the time that the amount of such reduction in the Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Participant, to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Participant’s taxable income and wages for purposes of federal, state and local income and employment taxes, plus interest on the amount of such repayment at 120% of the rate provided in Section 1274(b)(2)(B) of the Code). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), McKesson shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Participant with respect to such excess) within five business days following the time that the amount of such excess is finally determined. The Participant and McKesson shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.

     (vi) Each benefit provided for in this paragraph (b) is a separate “payment” within the meaning of Treasury Regulation section 1.409A-2(b)(2)(i). The benefit provided in subparagraphs (ii) — (iv) above may be in the form of a reimbursement or an in-kind benefit (payment made directly to the provider of the benefits). Such reimbursements or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year.

(c) If any of the payments or benefits payable to Executive under this Agreement when considered together with any other payments or benefits which may be considered deferred compensation under Section 409A of Code would result in the imposition of additional tax under Section 409A of the Code if paid to Executive on or within the six (6) month period following Executive’s Separation from Service, then to the extent such portion of the payments or benefits resulting in the imposition of additional tax would otherwise have been payable on or within the first six (6) months following his or her Separation from Service, shall be paid or reimbursed in a lump sum in the seventh (7th) month following such Separation (or such longer period as is required to avoid the imposition of additional tax under Section 409A of the Code). If any

3


 

amount due under paragraph (a) above is delayed under this paragraph (c), then such lump sum amount shall accrue interest at DCAP Rate for the period of such deferral, which interest shall be paid together with such payment. All subsequent payment or benefits will be payable in accordance with the payment schedule applicable to each such payment or benefits.

(d) Nothing in this Policy shall alter or impair any rights a Participant may have upon Separation from Service under any other plan or program of the Company. Notwithstanding the foregoing, no individual covered by an agreement with the Company or an affiliate that provides for benefits in the event of a change in control or similar event shall be a Participant in this Policy.

3.

 

FORM OF BENEFIT.

The benefit described in Section 2(a) shall be paid in a lump sum in the seventh month following the month in which the date of the Participant’s Separation from Service occurs. Such payment shall include an additional amount representing interest credited at the rate being credited to accounts under McKesson’s Deferred Compensation Administration Plan III during the period of delay measured from Participant’s Separation from Service until the scheduled payment date.

4.

 

EFFECT OF DEATH OF EMPLOYEE.

Should a Participant die after Separation from Service and becoming eligible to receive the benefits provided in Section 2(a) prior to the payment of the entire benefit due hereunder, the balance of the benefit payable under Section 2(a) shall be paid in a lump sum to the Participant’s surviving spouse, or, if none, to his or her surviving children or, if none, to his or her estate, as soon as reasonably practicable, but in no event later than 90 days, after the date of death. The benefits set forth in Section 2(b) (other than subsection (iv)) shall continue to apply following the Participant’s death. If a Participant dies prior to Separation from Service, no payments will be made or benefits provided under this Policy.

5.

 

AMENDMENT AND TERMINATION.

McKesson reserves the right to amend the Policy or increase or decrease the amount of any benefit provided under the Policy by action of the Compensation Committee of the Board. Furthermore, no such action shall have the effect of decreasing the benefit of a Participant whose Separation from Service following a Change in Control occurred prior to the date of the Board’s or Compensation Committee’s action, and, no action taken within six months before or twenty-four months after a Change in Control shall be effective if the result of such action would be to decrease the benefit of any individual who has been designated a Participant pursuant to Section 10(g)(i).

The Board in its discretion may at any time terminate the Policy in accordance with Treasury Regulation section 1.409A-3(j)(4)(ix).

6.

 

ADMINISTRATION AND FIDUCIARIES.

(a) Plan Sponsor and Administrator . McKesson is the “plan sponsor” and the “Administrator”


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more