McKesson 2005 Annual Report Download - page 106

McKESSON CORPORATION
DEFERRED COMPENSATION ADMINISTRATION PLAN II
(Amended and Restated as of October 28, 2004)
A. PURPOSE
This Plan was established to enhance the Company’s ability to attract and retain executive personnel and members of the Board who are not
otherwise employees of the Company. The Plan replaced and superseded the Directors’ Deferred Compensation Plan, the Management
Deferred Compensation Plan, the Deferred Compensation Administration Plan, and the PCS, Inc. Optional Deferred Compensation
Administration Plan. This Plan was originally approved by the Board and became effective on January 27, 1993. Since its original effective
date, the Plan has been amended and restated on various occasions. This amendment and restatement has been approved by the Board as of
October 28, 2004 and shall be effective as of such date except as otherwise set forth below.
B. ERISA PLAN
This Plan is an unfunded deferred compensation program intended primarily for a select group of management or highly compensated
employees of the Company and members of the Board who are not 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.
a. Eligible Executives. The Administrator may, at his or her discretion, and at any time, and from time to time, select Company
executives 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 contract with the Company, or by inclusion among the persons or classes of persons specified by the
Administrator.
The Administrator may, at his or her discretion, and at any time, and from time to time, designate additional Eligible Executives and/or
provide that executives previously designated 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).
b. Eligible Directors. Each individual who is a member of the Board of McKesson and who is not a Company employee may participate
in this Plan (“Eligible Directors”).
2. Election to Participate. An Eligible Executive or an Eligible Director 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, shall be irrevocable and shall be made at the
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