McKesson 2005 Annual Report Download - page 135

shall be permanently forfeited to the Company and the Participant shall have no further right to that amount. The terms of such withdrawal
shall be governed by the provisions of the Participant’s election form in effect at the time of such election to the extent not otherwise specified
in the Participant’s election made pursuant to this Section E.9.
10. Effect of Change in Control on Minimum Deferral Period. The five-year minimum deferral period described in Section E.2 shall not
apply in the event of a Change in Control.
For purposes of this Plan, a Change in Control shall be deemed to have occurred if any of the events set forth in any one of the following
paragraphs shall occur:
a. any “person” (as defined in section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as such
term is modified in sections 13(d) and 14(d) of the Exchange Act), excluding McKesson or any of its subsidiaries, a trustee or any fiduciary
holding securities under an employee benefit plan of McKesson or any of its subsidiaries, an underwriter temporarily holding securities
pursuant to an offering of such securities or a corporation owned, directly or indirectly, by stockholders of McKesson in substantially the same
proportions as their ownership of McKesson, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of McKesson representing 30% or more of the combined voting power of McKesson’s then outstanding securities; or
b. during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board and
any new members of the Board (other than a member designated by a “person” who has entered into an agreement with McKesson to effect a
transaction described in Sections E.9.a, c and d) whose election by the Board or nomination for election by McKesson’s stockholders was
approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the
beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority
thereof; or
c. consummation of a merger or consolidation of McKesson with any other corporation, which has been approved by the shareholders of
McKesson, other than (I) a merger or consolidation which would result in the voting securities of McKesson outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in
combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of McKesson, at least 50%
of the combined voting power of the voting securities of McKesson or such surviving entity outstanding immediately after such merger or
consolidation, or (II) a merger or consolidation effected to implement a recapitalization of McKesson (or similar transaction) in which no
person acquires more than 50% of the combined voting power of McKesson’s then outstanding securities; or
d. the shareholders of McKesson approve a plan of complete liquidation of McKesson or an agreement for the sale or disposition by
McKesson of all or substantially all of McKesson’s assets.
Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of
integrated transactions immediately following
4