McKesson 2012 Annual Report Download - page 112

McKESSON CORPORATION
108
1994 Stock Option and Restricted Stock Plan. The 1994 Stock Option and Restricted Stock Plan expired by its
terms on October 18, 2004, ten years after approval by the Board of Directors on October 19, 1994.
2000 Employee Stock Purchase Plan (the “ESPP”): The ESPP is intended to qualify as an “employee stock
purchase plan” within the meaning of Section 423 of the Internal Revenue Code. In March 2002, the Board
amended the ESPP to allow for participation in the plan by employees of certain of the Company’s international and
certain other subsidiaries. As to those employees, the ESPP does not qualify under Section 423 of the Internal
Revenue Code. Currently, 16 million shares have been approved by stockholders for issuance under the ESPP.
The ESPP is implemented through a continuous series of three-month purchase periods (“Purchase Periods”)
during which contributions can be made toward the purchase of common stock under the plan.
Each eligible employee may elect to authorize regular payroll deductions during the next succeeding Purchase
Period, the amount of which may not exceed 15% of a participant’s compensation. At the end of each Purchase
Period, the funds withheld by each participant will be used to purchase shares of the Company’s common stock.
The purchase price of each share of the Company’s common stock is based on 85% of the fair market value of each
share on the last day of the applicable Purchase Period. In general, the maximum number of shares of common
stock that may be purchased by a participant for each calendar year is determined by dividing $25,000 by the fair
market value of one share of common stock on the offering date.
The following are descriptions of equity plans that have not been submitted for approval by the Company’s
stockholders:
On July 27, 2005, the Company’s stockholders approved the 2005 Stock Plan which had the effect of
terminating the 1999 Stock Option and Restricted Stock Plan, the 1998 Canadian Stock Incentive Plan and certain
1999 one-time stock option plan awards, which plans had not been submitted for approval by the Company’s
stockholders, and, as noted above, the 1997 Non-Employee Directors’ Equity Compensation and Deferral Plan,
which had previously been approved by the Company’s stockholders. Prior grants under these plans include stock
options, RS and RSUs. Stock options under the terminated plans generally have a ten-year life and vest over four
years. RS contains certain restrictions on transferability and may not be transferred until such restrictions lapse.
Each of these plans has outstanding equity grants, which are subject to the terms and conditions of their respective
plans, but no new grants will be made under these terminated plans.
Item 13. Certain Relationships and Related Transactions and Director Independence.
Information with respect to certain transactions with management is incorporated by reference from the Proxy
Statement under the heading “Certain Relationships and Related Transactions.” Additional information regarding
certain related party balances and transactions is included in the Financial Review section of this Annual Report on
Form 10-K and Financial Note 21, “Related Party Balances and Transactions,” to the consolidated financial
statements appearing in this Annual Report on Form 10-K.
Item 14. Principal Accounting Fees and Services.
Information regarding principal accounting fees and services is set forth under the heading “Ratification of
Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for
Fiscal 2013” in our Proxy Statement and all such information is incorporated herein by reference.