McKesson 2006 Annual Report Download - page 103

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contrary, if a Participant who has been in the continuous employment of the Corporation or any of its affiliates since the Grant Date of a
Restricted Stock Award ceases to be a bona fide employee of the Corporation or an affiliate as a result of death, Long-Term Disability, or
Normal Retirement, then the restrictions imposed on any Restricted Stock Award shall lapse as to all shares of stock granted to such Participant
pursuant to such Restricted Stock Award on the date of such termination.
(C) Termination of Employment by Reason of Early Retirement. Notwithstanding any provision contained herein or in the Plan or the
Restricted Stock Agreement to the contrary, if a Participant who has been in the continuous employment of the Corporation or any of its
affiliates since the Grant Date of a Restricted Stock Award ceases to be a bona fide employee of the Corporation of an affiliate by reason of
Early Retirement, the Administrator may, in its sole discretion (and subject to conditions deemed appropriate in the circumstances), accelerate
the vesting schedule of the Participant’s Restricted Stock Award effective as of the date of the Participant’s Early Retirement.
4. Dividends. Cash dividends paid with respect to the Restricted Stock during the Restriction Period shall be paid directly to the Participant
during the Restriction Period. Stock dividends paid with respect to Restricted Stock during the Restriction Period shall be treated as Restricted
Stock which shall be subject to the same restrictions as the original award for the duration of the Restricted Period.
5. Election to Recognize Gross Income in the Year of Grant. If any Participant validly elects within thirty days of the Grant Date, to include
in gross income for federal income tax purposes an amount equal to the fair market value of the shares of Restricted Stock granted on the Grant
Date, such Participant shall pay to the Corporation, or make arrangements satisfactory to the Administrator to pay to the Corporation in the
year of such grant, any federal, state or local taxes required to be withheld with respect to such shares in accordance with Section VII.6.
6. Restrictive Legend. Each book entry in the records of the Corporation’s transfer agent evidencing shares of stock granted pursuant to a
Restricted Stock grant may bear an appropriate legend referring to the terms, conditions and restrictions described in the Plan, the Restricted
Stock Agreement and this Statement of Terms and Conditions.
7. Expiration of Restricted Period. If and when the Restriction Period applicable to the Restricted Stock expires without a prior forfeiture, an
appropriate book entry recording the Participant’s interest in the unrestricted Shares shall be entered on the records of the Corporation’s
transfer agent.
IV. RESTRICTED STOCK UNITS AND PERFORMANCE SHARES
1. Award Agreement.
(A) A Restricted Stock Unit Award granted under the Plan shall be evidenced by a Restricted Stock Unit Agreement to be executed by
the Participant and the Corporation setting forth the terms and conditions of the Restricted Stock Unit Award. Each Restricted Stock Unit
Agreement shall incorporate by reference and be subject to this Statement of Terms and Conditions and the terms and conditions of the Plan.
(B) Performance Shares granted under the Plan shall be evidenced by a Performance Share Agreement to be executed by the Participant
and the Corporation setting forth the terms and conditions of the Performance Shares. Each Performance Share Agreement shall incorporate by
reference and be subject to this Statement of Terms and Conditions and the terms and conditions of the Plan.
2. Special Restrictions. Restricted Stock Unit Awards and Performance Shares granted under the Plan shall contain the following terms,
conditions and restrictions and such additional terms, conditions and restrictions as may be determined by the Administrator; provided,
however, that no such Award shall be subject to additional terms, conditions and restrictions which are more favorable to a Participant than the
terms, conditions and restrictions set forth elsewhere in the Plan, the Restricted Stock Unit Agreement or Performance Share Agreement or this
Statement of Terms and Conditions.
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