McKesson 2006 Annual Report Download - page 100

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(A) If a Participant ceases to be a bona fide employee of the Corporation or of its affiliates during the Option Period for reasons other
than for Cause (as defined herein), Long-Term Disability, Normal or Early Retirement or death, the Option Period shall end ninety days after
the date of the Participant’s termination of employment or on the Termination Date, whichever occurs first and in all cases the Option shall be
exercisable only to the extent that it was exercisable under the provisions of the foregoing Section II.4 at the time of such termination of
employment. If a Participant is absent from work with the Corporation or an affiliate because of his or her Short-Term Disability or because the
Participant is on an approved leave of absence, the Participant shall not be deemed during the period of any such absence, by virtue of such
absence alone, to have terminated employment with the Corporation or an affiliate except as the Administrator may otherwise expressly
determine. Notwithstanding the foregoing, if the Participant is on a voluntarily leave of absence for the purpose of serving the government of
the country of which the Participant is a citizen or in which the Participant’s principal place of employment is located and such leave exceeds
twelve months in duration, then the Participant shall be deemed to have terminated employment with the Corporation or an affiliate for
purposes of this Section II.5(A).
(B) If a Participant ceases to be a bona fide employee of the Corporation or of its affiliates (for reasons other than for Cause, Long-Term
Disability, Normal or Early Retirement or death) during the Option Period, the Administrator may, in its sole and absolute discretion (and
subject to conditions deemed appropriate in the circumstances) approve the continuation of the vesting schedule of the Participant’s Option.
The Option Period for any Option that continues to vest pursuant to this subsection (B) shall end ninety days after the last Option installment
vests, or on the Termination Date, whichever occurs first.
(C) If the Participant’s employment is terminated for Cause during the Option Period, the Option Period shall end on the date of such
termination of employment and the Option shall thereupon not be exercisable to any extent whatsoever.
(D) If a Participant ceases to be a bona fide employee of the Corporation or of its affiliates due to his or her Long-Term Disability during
the Option Period, the vesting schedule of the Participant’s Option shall be accelerated, the Option shall become fully exercisable and the
Option Period shall end three years after the date of the Participant’s termination of employment or on the Termination Date, whichever occurs
first.
(E) If the Participant’s employment is terminated:
(i) by reason of Normal Retirement, the vesting schedule of the Participant’s Option shall be accelerated and the Option shall become
fully exercisable as of the date of Normal Retirement; or
(ii) by reason of Early Retirement, the Option shall be exercisable only to the extent that it was exercisable under the provisions of the
foregoing Section II.4 at the time of such Early Retirement; provided, however, that the Administrator may, in its sole discretion (and subject to
conditions deemed appropriate in the circumstances), either (A) accelerate the vesting schedule of the Participant’s Option effective as of the
date of the Participant’s Early Retirement or (B) approve the continuation of the vesting schedule of the Participant’s Option.
(iii) With respect to an Option held by a Participant at Normal or Early Retirement, the Option Period for that portion of the Option
designated as a Nonstatutory Stock Option shall end three years after the date of retirement or on the Termination Date, whichever occurs first;
provided, however, that in the case of an Option held by a Participant at Early Retirement as to which the Administrator exercises its
discretionary authority to approve the continuation of the vesting schedule, the Option Period shall end on the earlier of the Termination Date
or three years after the last Option installment vests.
(F) If a Participant should die while in the employ of the Corporation or an affiliate and during the Option Period, the vesting schedule of
the Participant’s Option shall be accelerated and the Option shall become fully exercisable, the Option Period shall end three years after the
date of death or on the Termination Date, whichever occurs first, and the Participant’s Beneficiary may exercise the entire unexercised portion
of the then exercisable Shares covered by such Option (or any lesser amount) remaining on the date of death.
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