McKesson 2006 Annual Report Download - page 102

Participant may designate a beneficiary to succeed, after the Participant’s death, to all of the Participant’s Options outstanding on the date of
death; (ii) a Nonstatutory Stock Option may be transferable pursuant to a qualified domestic relations order as defined in the Code or Title I of
the Employee Retirement Income Security Act; and (iii) any Participant, who is a senior executive officer recommended by the Chief
Executive Officer and approved by the Administrator may voluntarily transfer any Nonstatutory Stock Option to a Family Member as a gift or
through a transfer to an entity in which more than 50% of the voting interests are owned by Family Members (or the Participant) in exchange
for an interest in that entity. In the event of any attempt by a Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of an
Option or of any right thereunder, except as provided herein, or in the event of the levy of any attachment, execution, or similar process upon
the rights or interest hereby conferred, the Corporation at its election may terminate the affected Option by notice to the Participant and the
Option shall thereupon become null and void.
8. No Shareholder Rights. Neither a Participant nor any person entitled to exercise a Participant’s rights in the event of the Participant’s
death shall have any of the rights of a shareholder with respect to the Shares subject to an Option except to the extent that a book entry has been
entered in the records of the Corporation’s transfer agent with respect to such Shares upon the exercise of an Option.
III. RESTRICTED STOCK
1. Restricted Stock Agreement. A Restricted Stock Award granted under the Plan shall be evidenced by a Restricted Stock Agreement to be
executed by the Participant and the Corporation setting forth the terms and conditions of the Restricted Stock Award. Each Restricted Stock
Agreement shall incorporate by reference and be subject to this Statement of Terms and Conditions and the terms and conditions of the Plan.
2. Rights with Respect to Shares of Restricted Stock. Upon written acceptance of a grant of Restricted Stock Award by a Participant,
including the restrictions and other terms and conditions described in the Plan, the Restricted Stock Agreement and herein, the Corporation
shall cause an appropriate book entry to be entered in the records of the Corporation’s transfer agent recording the Participant’s interest in the
Restricted Stock. From and after the Grant Date, the Participant shall have absolute ownership of such shares of Restricted Stock, including the
right to vote and to receive dividends thereon, subject to the terms, conditions and restrictions described in the Plan, the Restricted Stock
Agreement and this Statement of Terms and Conditions.
3. Special Restrictions. Each Restricted Stock Award made under the Plan shall contain the following terms, conditions and restrictions and
such additional terms, conditions and restrictions as may be determined by the Administrator; provided, however, that no Restricted Stock
grant shall be subject to additional terms, conditions and restrictions which are more favorable to a Participant than the terms, conditions and
restrictions set forth elsewhere in the Plan, the Restricted Stock Agreement or this Statement of Terms and Conditions.
(A) Restrictions. Until the restrictions imposed on any Restricted Stock grant shall lapse, shares of Restricted Stock granted to a
Participant: (i) shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of, other than pursuant to a qualified
domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act and (ii) shall, if the Participant’s
continuous employment with the Corporation or any of its affiliates shall terminate for any reason (except as otherwise provided in the Plan or
in Section III.3(B)) be returned to the Corporation forthwith, and all the rights of the Participant to such shares shall immediately terminate. 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 III.3(A).
(B) Termination of Employment by Reason of Death, Long-Term Disability or Normal Retirement. Notwithstanding any provision
contained herein or in the Plan or the Restricted Stock Agreement to the
4