McKesson 2005 Annual Report Download - page 150

salary data, financial information, research and development plans, processes, equipment, product information and all other types and
categories of information as to which the Executive knows or has reason to know that the Company intends or expects secrecy to be
maintained.
c. Fails to promptly return all documents and other tangible items belonging to the Company in the Executive’s possession or control,
including all complete or partial copies, recordings, abstracts, notes or reproductions of any kind made from or about such documents or
information contained therein, upon termination of employment, whether pursuant to an Approved Retirement or otherwise.
d. Fails to provide the Company with at least 30 days’ written notice prior to directly or indirectly engaging in, becoming employed by,
or rendering services, advice or assistance to any business in competition with the Company. As used herein, “business in competition” means
any person, organization or enterprise which is engaged in or is about to become engaged in any line of business engaged in by the Company at
the time of the termination of the Executive’s employment with the Company.
e. Fails to inform any new employer, before accepting employment, of the terms of this Section and of the Executive’s continuing
obligation to maintain the confidentiality of the trade secrets and other confidential information belonging to the Company and obtained by the
Executive during the term of the Executive’s employment with the Company.
f. Induces or attempts to induce, directly or indirectly, any of the Company’s customers, employees, representatives or consultants to
terminate, discontinue or cease working with or for the Company, or to breach any contract with the Company, in order to work with or for, or
enter into a contract with, the Executive or any third party.
g. Engages in conduct which is not in good faith and which disrupts, damages, impairs or interferes with the business, reputation or
employees of the Company.
The Compensation Committee shall determine in its sole discretion whether the Executive has engaged in any of the acts set forth in a
through g above, and its determination shall be conclusive and binding on all interested persons.
Any provision of this Section which is determined by a court of competent jurisdiction to be invalid or unenforceable shall be construed
or limited in a manner that is valid and enforceable and that comes closest to the business objectives intended by such invalid or unenforceable
provision, without invalidating or rendering unenforceable the remaining provisions of this Section.
H. METHOD OF PAYMENT
1. Normal Form. The Normal Form of Benefit under this Plan shall be a straight life annuity of monthly payments over the lifetime of the
Executive, with payments ceasing on the first day of the month in which the Executive dies.
2. Joint and Survivor Annuity. If the Executive is married at the time benefits become payable, then, unless the Executive has elected
otherwise (as described below), the
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