McKesson 2006 Annual Report Download - page 104

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(A) Restrictions. If a Participant ceases to be a bona fide employee of the Corporation or an affiliates (except as otherwise provided in the
Plan or in Section III.3(B) or (C)) prior to the lapse of the restrictions imposed on the Award, the unvested Restricted Stock Units or
Performance Shares shall be returned to the Corporation, and all the rights of the Participant to such Share Equivalents 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 IV.2(A).
(B) Termination of Employment by Reason of Death, Long-Term Disability or Normal Retirement. Notwithstanding any provision
contained herein or in the Plan, the Restricted Stock Unit Agreement or Performance Share Agreement to the contrary, if a Participant who has
been in the continuous employment of the Corporation or any of its affiliates since the Grant Date shall, while in such employment, be
terminated as a result of death, Long-Term Disability, or Normal Retirement, then the restrictions imposed on any Restricted Stock Unit Award
or Performance Shares shall lapse as to all Share Equivalents granted to such Participant pursuant to such Award on the date of such
termination.
(C) Termination of Employment by Reason of Early Retirement. Notwithstanding any provision contained herein or in the Plan or the
Restricted Stock Unit Agreement or Performance Share Agreement to the contrary, if a Participant who has been in continuous employment of
the Corporation or any of its affiliates since the Grant Date of a Restricted Stock Unit Award or Performance Share Award ceases to be a bona
fide employee of the Corporation of an affiliate by reason of Early Retirement, the Administrator may, in its sole discretion (and subject to
conditions deemed appropriate in the circumstances), accelerate the vesting schedule of the Participant’s Restricted Stock Units or Performance
Shares effective as of the date of the Participant’s Early Retirement.
3. Dividend Equivalents. Dividend equivalents shall be credited in respect of Restricted Stock Units and Performance Shares. Cash
dividends shall be credited on behalf of the Participant to a deferred cash account (in a manner designed to comply with Code Section 409A).
Stock dividends shall be converted into additional Restricted Stock Units or Performance Shares, which will be subject to all of the terms and
conditions of the underlying Restricted Stock Unit Award or Performance Shares, including the same vesting restrictions as the underlying
award.
4. Assignability. A Participant shall not be permitted to sell, transfer, pledge, assign or encumber such Restricted Stock Units or
Performance Shares, other than pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement
Income Security Act.
5. 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 Share Equivalents subject to a Restricted Stock Unit Award or
Performance Shares 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 payment of any vested Restricted Stock Unit Award of Performance Shares.
6. Time of Payment of Restricted Stock Units and Performance Shares. Upon the lapse of the restriction imposed on Restricted Stock Unit
Awards or Performance Shares, all Restricted Stock Units and Performance Shares that were not forfeited pursuant to Sections IV.2(A) or V
shall be paid to the Participant as soon as reasonably practicable after the restrictions lapse. Payment shall be made in Shares in the form of a an
appropriate book entry entered in the records of the Corporation’s transfer agent recording the Participant’s unrestricted interest in the number
of Shares equal to the number of vested Share Equivalents subject to the Restricted Stock Unit Award or Performance Shares. The foregoing
notwithstanding, the Participant may elect to defer payment of the Restricted Stock Units in the manner described in Section IV.6.
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