McKesson 2006 Annual Report Download - page 108

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With respect the vesting of an Award other than an Option, if the Participant does not make an arrangement with Corporation and his or
her employer for satisfaction of the applicable income and withholding requirements or social security requirements in advance of the vesting
date, the Corporation shall retain the number of Shares (that otherwise would have been payable to the Participant) having a value equal to the
amount necessary to satisfy any withholding requirements. Calculation of the number of such Shares shall be as described above.
7. Successors. This Statement of Terms and Conditions and the Award Agreements shall be binding upon and inure to the benefit of any
successor or successors of the Corporation. “Participant” as used herein shall include the Participant’s Beneficiary.
8. California Law. The interpretation, performance, and enforcement of this Statement of Terms and Conditions and all Award Agreements
shall be governed by the laws of the State of California.
VIII. DEFINITIONS
When capitalized in this Statement of Terms and Conditions, the following terms shall have the meaning set forth below:
1. “Beneficiary” means a person designated as such by a Participant or a Beneficiary. If a Beneficiary has not been designated or if no
designated Beneficiary survives the Participant, distribution will be made to the Participant’s surviving spouse, or if none, to the Participant’s
children in equal shares, or if none, to the residuary beneficiary under the terms of the Participant’s or Beneficiary’s last will and testament or,
in the absence of a last will and testament, to the Participant’s or Beneficiary’s estate as Beneficiary.
2. “Cause” means termination of the Participant’s employment with the Corporation or an affiliate upon the Participant’s negligent or willful
engagement in misconduct which, in the sole determination of the Chief Executive Officer (or his designee), is injurious to the Corporation, its
employees, or its customers.
3. “Early Retirement” means a termination of employment which occurs prior to Normal Retirement but on or after the date on which the
Participant’s age (expressed in terms of years and completed months) plus service with the Corporation equals 65.
4. “Family Member” means any person identified as an “immediate family” member in Rule 16(a)-1(e) of the Exchange Act, as such Rule
may be amended from time to time. Notwithstanding the foregoing, the Administrator may designate any other person(s) or entity(ies) as a
“family member.”
5. “Grant Date” means the date the Administrator grants the Award.
6. “Long-Term Disability” means a physical or mental condition which the Social Security Administration has determined renders the
Participant eligible to receive Social Security benefits on account of disability.
7. “Normal Retirement” means retirement at age 65 (62, in the case of a participant in the McKesson Corporation 1984 Executive Benefit
Retirement Plan) with at least ten years of Service with the Corporation.
8. “Option Period” means the period commencing on the Grant Date of an Option and, except at otherwise provided in Section II.5, ending
on the Termination Date.
9. “Service” means “Service” as defined in the Corporation’s Profit-Sharing Investment Plan.
10. “Short-Term Disability” means short-term disability as defined in the Corporation’s short-term disability plan.
11. “Termination Date” means the date that an Option expires as set forth in the Option Agreement.
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