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McKESSON CORPORATION SUPPLEMENTAL PSIP II Effective January 1, 2009 (Amended and Restated October 24, 2008)

Equity Incentive Plan Agreement

McKESSON CORPORATION
SUPPLEMENTAL PSIP II Effective January 1, 2009 (Amended and Restated October 24, 2008) | Document Parties: MCKESSON CORP | McKesson Corporation You are currently viewing:
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MCKESSON CORP | McKesson Corporation

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Title: McKESSON CORPORATION SUPPLEMENTAL PSIP II Effective January 1, 2009 (Amended and Restated October 24, 2008)
Date: 10/29/2008
Industry: Biotechnology and Drugs     Sector: Healthcare

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EXHIBIT 10.1 McKESSON CORPORATION
SUPPLEMENTAL PSIP II
Effective January 1, 2009 (Amended and Restated October 24, 2008)

 




 

TABLE OF CONTENTS

 

 

 

 

 

 

 

A.

 

PURPOSE

 

 

1

 

 

           

B.

 

ERISA PLAN

 

 

1

 

 

           

C.

 

PARTICIPATION

 

 

1

 

 

           

D.

 

AMOUNTS OF DEFERRAL

 

 

3

 

 

           

E.

 

COMPANY MATCH

 

 

3

 

 

           

F.

 

PAYMENT OF DEFERRED COMPENSATION

 

 

4

 

 

           

G.

 

BENEFICIARY DESIGNATION

 

 

7

 

 

           

H.

 

SOURCE OF PAYMENT

 

 

8

 

 

           

I.

 

MISCELLANEOUS

 

 

8

 

 

           

J.

 

ADMINISTRATION OF THE PLAN

 

 

9

 

 

           

K.

 

AMENDMENT OR TERMINATION OF THE PLAN

 

 

9

 

 

           

L.

 

CLAIMS AND APPEALS

 

 

10

 

 

           

M.

 

DEFINITIONS

 

 

12

 

 

           

N.

 

SUCCESSORS

 

 

14

 

 

           

O.

 

EXECUTION

 

 

14

 

 

           

APPENDIX A EXAMPLE OF DEFERRALS UNDER PLAN

 

 

A-1

 

i


 

McKESSON CORPORATION
SUPPLEMENTAL PSIP II
Effective January 1, 2009

A.

 

PURPOSE

 

1.

 

This Plan is established to allow certain executives of the Company to elect to defer compensation which cannot be deferred under the McKesson Corporation Profit Sharing Investment Plan ("PSIP") because of limitations of tax laws and to provide for a Monthly Company Match and an Additional Company Match on those deferrals at a rate equivalent to the PSIP’s "Matching Employer Contribution" and "Additional Matching Employer Contribution."

 

     

 

2.

 

This Plan is the successor plan to the Supplemental PSIP, as in effect on December 31, 2004 (the "Prior Plan"). Effective December 31, 2004, the Prior Plan was frozen and no new deferrals shall be made to it nor shall any matching contributions be allocated or vested under it after such date; provided, however, that any deferrals that were made to the Prior Plan or matching contributions that were allocated and vested under the Prior Plan before January 1, 2005 shall continue to be governed by the terms and conditions of the Prior Plan as in effect on December 31, 2004.

 

     

 

3.

 

Any deferrals made to or matching contributions that were allocated or vested under the Prior Plan after December 31, 2004 are deemed to have been made or allocated under this Plan and all such deferrals and matching contributions shall be governed by the terms and conditions of this Plan as it may be amended from time to time.

 

     

 

4.

 

This Plan is intended to comply with the requirements of Code Section 409A.

 

     

 

5.

 

Capitalized terms used in this Plan shall have the meaning set forth in Section M hereof.

B.

 

ERISA PLAN

This Plan is an unfunded deferred compensation program for a select group of management or highly compensated employees of the Company. The Plan, therefore, is covered by Title I of ERISA except that it is exempt from Parts 2, 3, and 4 of Title I of ERISA.

C.

 

PARTICIPATION

 

1.

 

Eligibility to Participate . The Administrator may, at his or her discretion, and at any time, and from time to time, select executives of an Employer who may elect to participate in this Plan ("Eligible Executives"). Selection of Eligible Executives may be evidenced by the terms of the executive’s employment

1




 

 

 

 

contract with the Company, or by inclusion among the persons specified in writing by the Administrator. The Administrator may, at his or her discretion, and at any time, and from time to time, provide that executives previously designated as Eligible Executives are no longer Eligible Executives. If the Administrator determines that an executive is no longer an Eligible Executive, he or she shall remain a Participant in the Plan until all amounts credited to his or her Account prior to such determination are paid out under the terms of the Plan (or until death, if earlier).

 

     

 

2.

 

Election to Participate by Eligible Executives and Deferral Election . Each Eligible Executive may become a Participant in the Plan by electing to defer Compensation in accordance with the terms of this Plan. An election to defer shall be in writing and shall be made at the time and in the form specified by the Administrator. On electing to defer Compensation under this Plan, the Eligible Executive shall be deemed to accept all other terms and conditions of this Plan.

 

(a)

 

Timing of Elections . All elections to defer amounts under this Plan shall be irrevocable and shall be made pursuant to an election executed and filed with the Administrator before the amounts so deferred are earned. An election to defer Compensation shall be made prior to the beginning of the Plan Year in which it is earned and shall become irrevocable on the December 31 preceding such Plan Year.

 

     

 

(b)

 

Newly Eligible Executive Elections . However, if an executive becomes an Eligible Executive after the beginning of a Plan Year, he or she may make an election to defer Compensation for that Plan Year no later than 30 days after the date he or she becomes an Eligible Executive, which election shall become irrevocable at the end of the 30-day period or an earlier date that the Administrator prescribed; provided, however, such election shall apply only to Compensation earned after the election becomes irrevocable or at such later time the Administrator prescribes.

 

     

 

(c)

 

Modification of Elections . An election filed in accordance with the provisions of the preceding paragraphs (a) and (b) shall be applicable to the Plan Year with respect to which it is made and shall continue for subsequent Plan Years until suspended or modified in a writing delivered by the Participant to the Administrator, as described in this paragraph (c). An election to suspend further deferrals or to increase or decrease the amount deferred under the Plan shall apply only to Compensation otherwise payable to the Participant after the end of the Plan Year in which the election is delivered to the Administrator and such election shall become irrevocable on the date that the Administrator prescribes, but in no event later than December 31 of the Plan Year in which such election is made.

 

3.

 

Relation to Other Plans .

2




 
 

 

(a)

 

Other Plans . An Eligible Executive may participate in this Plan and may also participate in DCAP III or any successor plan. No amounts may be deferred under this Plan which have been deferred under any other plan of the Company and the Administrator may modify or render invalid a Participant’s election prior to such election becoming irrevocable to accommodate deferrals made under other plan(s).

 

     

 

(b)

 

Effect on Other Plans . For all other benefit programs maintained by the Company, amounts deferred by an Eligible Executive under this Plan may result in a reduction of benefits payable under the Social Security Act, the McKesson Corporation Retirement Plan, the PSIP and the McKesson Corporation Executive Benefit Retirement Plan.

D.

 

AMOUNTS OF DEFERRAL

 

1.

 

PSIP Supplement . This Plan allows an Eligible Executive to defer Compensation, and receive credit for a Monthly Company Match and Additional Company Match, to the extent that such deferrals (and corresponding Monthly Company Match and Additional Company Match) cannot be made under the PSIP because of the limitations in Code Section 401(a)(17) (limiting the amount of annual compensation to be taken into account under the PSIP to $210,000 in 2005, as adjusted from time to time under the Code).

 

     

 

2.

 

Amount of Deferrals . As illustrated in Appendix A, an Eligible Executive may elect to defer under this Plan up to an amount equal to (a) minus (b), where:

 

(a)

 

is the maximum rate of deferral for "Basic Contributions" under the PSIP multiplied by the Eligible Executive’s Compensation, and

 

     

 

(b)

 

is the maximum amount that the Eligible Executive is able to defer as a "Basic Contribution" under the PSIP, taking into account the limits of Code Section 401(a)(17).

E.

 

COMPANY MATCH

 

1.

 

Eligibility .

 

(a)

 

Monthly Company Match . A Monthly Company Match shall be credited, with respect to each calendar month, to the Accounts of Eligible Executives who actually defer Compensation under this Plan for such calendar month.

 

     

 

(b)

 

Additional Company Match . An Additional Company Match may be credited, with respect to each PSIP plan year, to the Accounts of Eligible Executives who actually defer Compensation under this Plan.

3




 
 

 

2.

 

Amount of Match .

 

(a)

 

Monthly Company Match . The amount of the Monthly Company Match to be credited to the Account of an Eligible Executive for any calendar month shall be a percentage of the Eligible Executive’s deferrals under this Plan for the calendar month. This percentage shall be the same percentage as the "Matching Employer Contribution" (as defined in the PSIP) percentage that would have been credited to the Eligible Executive’s PSIP account if the Eligible Executive’s deferrals under this Plan had been made under the PSIP. In determining this amount, the Administrator shall take into account the different "Matching Employer Contribution" rates that may apply.

 

     

 

(b)

 

Additional Company Match . The amount of the Additional Company Match to be credited to the Account of an Eligible Executive for any PSIP plan year shall be a percentage of the Eligible Executive’s deferrals under this Plan for the PSIP plan year. This percentage shall be the same percentage as the "Additional Matching Employer Contribution" (as defined in the PSIP) percentage that would have been credited to the Eligible Executive’s PSIP account if the Eligible Executive’s deferrals under this Plan had been made under the PSIP. In determining this amount, the Administrator shall take into account the different "Additional Matching Employer Contribution" rates that may apply.

F.

 

PAYMENT OF DEFERRED COMPENSATION

 

1.

 

Book Account and Interest Credit . Both Compensation deferred by a Participant and any Monthly Company Match or Additional Company Match for the benefit of a Participant shall be credited to a separate bookkeeping account maintained for such Participant (the "Account"). Interest or earnings shall be credited to each Account for each Plan Year at a rate equal to a rate declared or any other measurement device (the "Declared Rate") approved by the Compensation Committee acting in its sole discretion after taking into account, among other things, the following factors: McKesson’s cost of funds, corporate tax brackets, expected amount and duration of deferrals, number and age of eligible Participants, expected time and manner of payment of deferred amounts, and expected performance of available fixed-rate insurance contracts covering the lives of Participants. Notwithstanding the foregoing, if a Change in Control occurs, the Declared Rate for the balance of the calendar year in which the Change in Control occurs and for the two calendar years immediately following the year in which the Change in Control occurs shall not be less than the Declared Rate as in effect on the day before the Change in Control occurs. Interest or earnings on each Account balance shall be compounded daily on each business day within the Plan Year to yield the Declared Rate for the Plan Year. Interest or earnings shall be credited to each Account as of the end of each business day.

4




 

 

2.

 

Vesting .

 

(a)

 

A Participant shall be 100% vested at all times in the value of the Participant’s elective deferrals and earnings thereon credited to the Participant’s Account.

 

     

 

(b)

 

A Participant shall vest in the amounts of Monthly Company Match and the Additional Company Match and earnings thereon credited to the Participant’s Account at the same time and in the same manner as if these amounts were "Matching Employer Contributions" or "Additional Matching Employer Contributions" under the PSIP and as if the rules of the PSIP concerning vesting applied to such amounts. For this purpose, any Monthly Company Match shall be deemed to be credited to an Account as of the last day of the calendar month with respect to which such Monthly Company Match is determined and any Additional Company Match shall be deemed to be credited to an Account as of the March 31 with respect to which such Company Match is determined. Any amounts that would be forfeited under the rules of the PSIP applicable to "Matching Employer Contributions" or "Additional Matching Employer Contributions" under the PSIP shall be forfeited hereunder. Any forfeiture under this Plan of any portion of the Monthly Company Match or the Additional Company Match credited to a Participant’s Account shall eliminate any obligation of the Company to pay the forfeited amount hereunder.

 

3.

 

Election of Methods of Payment . A Participant shall elect in writing, and file with the Administrator, a method of payment of benefits under this Plan from the following methods based upon the nature of the Payment Event. This election must be made no later than the later of (i) December 31, 2007 or (ii) 30 days after the date the Participant first becomes an Eligible Executive.

 

(a)

 

Retirement or Disability . If the Payment Event is due to the Participant’s Retirement or Disability, the Participant may choose one of the following payment methods:

 

(i)

 

Payment of the vested amounts credited to the Participant’s Account in any specified number of approximately equal annual installments, not in excess of the number of whole years remaining of the Participant’s life expectancy, determined as of his or her Retirement or Disability and based upon the mortality tables then in use under the McKesson Corporation Retirement Plan, the first installment to be paid at a designated interval following the Payment Event. For purposes of the Plan, installment payments shall be treated as a single distribution under Code Section 409A.

 

     

 

(ii)

 

Payment of the vested amounts credited to the Participant’s Account in a single lump sum upon the occurrence of the Retirement or Disability.

5




 

 

(iii)

 

If a Participant does not make any election with respect to the payment of the Participant’s Account, then such benefit shall be payable in a lump sum upon the occurrence of Participant’s Retirement or Disability, whichever is applicable.

 

 

 

Payment under this paragraph (a) pursuant to Participant’s Retirement, is subject to Section 5.

 

     

 

(b)

 

Death . Each Participant shall make an election of the manner in which any amount remaining in the Participant’s Account at the time of the Participant’s death shall be paid to his or her Beneficiary if such Participant has not yet received or begun receiving a distribution under the Plan. At the election of the Participant, benefits shall be paid in a lump sum or in up to ten annual installments; provided, however, if a Participant is in-pay status at the time of death, distribution of the Account, or portion of the Account, that is in-pay shall continue to be distributed to the Beneficiary as Participant elected to receive such distribution. A Beneficiary may not elect to accelerate, change the form of the payments pursuant to the Participant’s election, or further defer the payment of the Participant’s Account as described in Section F.4.

 

     

 

(c)

 

Sepa


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