CHANGE IN CONTROL POLICY FOR
SELECTED EXECUTIVE EMPLOYEES
Effective January 1,
2009
(Amended and Restated on
October 24, 2008)
CHANGE IN CONTROL POLICY FOR
SELECTED EXECUTIVE EMPLOYEES
Effective January 1,
2009
(Amended and Restated on
October 24, 2008)
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1.
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ADOPTION AND PURPOSE OF
POLICY.
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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.
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2.
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CHANGE IN CONTROL
BENEFITS.
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(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
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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
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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
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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.
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.
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4.
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EFFECT OF DEATH OF
EMPLOYEE.
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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.
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5.
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AMENDMENT AND
TERMINATION.
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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).
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6.
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ADMINISTRATION AND
FIDUCIARIES.
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(a) Plan
Sponsor and Administrator . McKesson is the “plan
sponsor” and the “Administrator”
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