McKesson 2005 Annual Report Download - page 136

which the holders of the McKesson’s common stock immediately prior to such transaction or series of transactions continue to have the same
proportionate ownership in an entity which owns all or substantially all of the assets of McKesson immediately prior to such transaction or
series of transactions.
With respect to deferrals made prior to January 1, 1994, deferred funds shall be distributed upon a Change in Control, if the Participant has
so elected.
F. SOURCE OF PAYMENT
Amounts paid under this Plan shall be paid from the general funds of the Company, and each Participant and his or her Beneficiaries shall
be no more than unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any
obligations hereunder. Nothing contained in this Plan shall be deemed to create a trust of any kind for the benefit of any Participant or
Beneficiary, or create any fiduciary relationship between the Company and any Participant or Beneficiary with respect to any assets of the
Company.
G. MISCELLANEOUS
1. Withholding. Each Participant and Beneficiary shall make appropriate arrangements with the Company for the satisfaction of any
federal, state or local income tax withholding requirements and Social Security or other employment tax requirements applicable to the
payment of benefits under this Plan. If no other arrangements are made, the Company may provide, at its discretion, for such withholding and
tax payments as may be required.
2. No Assignment.
a. Except as provided in Section G.2.b below, the benefits provided under this Plan may not be alienated, assigned, transferred, pledged
or hypothecated by any person, at any time. These benefits shall be exempt from the claims of creditors or other claimants and from all orders,
decrees, levies, garnishments or executions.
b. If a court of competent jurisdiction determines pursuant to a judgment, order or approval of a marital settlement agreement that all or
any portion of the benefits payable hereunder to a Participant constitute community property of the Participant and his or her spouse or former
spouse (hereafter, the “Alternate Payee”) or property which is otherwise subject to division by the Participant and the Alternate Payee, a
division of such property shall not constitute a violation of Section G.2.a, and any portion of such property may be paid or set aside for
payment to the Alternate Payee. The preceding sentence of this Section G.2.b, however, shall not create any additional rights and privileges for
the Alternate Payee (or the Participant) not already provided under the Plan; in this regard, the Administrator shall have the right to refuse to
recognize any judgment, order or approval of a martial settlement agreement that provides for any additional rights and privileges already not
already provided under the Plan, including without limitation with respect to form and time of payment.
3. Applicable Law; Severability. The Plan hereby created shall be construed, administered and governed in all respects in accordance with
ERISA and the laws of the State of California to the extent that the latter are not preempted by ERISA. If any provision of this instrument shall
be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereunder shall continue to be effective. If
any provision this amendment and restatement is deemed to be a “material modification” of this Plan which would cause
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