McKesson 2005 Annual Report Download - page 98

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 which the holders of 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.
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