{"id":38166,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1989-management-incentive-plan-mckesson-hboc-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1989-management-incentive-plan-mckesson-hboc-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1989-management-incentive-plan-mckesson-hboc-inc.html","title":{"rendered":"1989 Management Incentive Plan &#8211; McKesson HBOC Inc."},"content":{"rendered":"<pre>\n                              McKESSON HBOC, INC.\n                        1989 MANAGEMENT INCENTIVE PLAN\n                        ------------------------------\n\n                        Amended as of January 27, 1999\n\n     The name of this plan shall be the McKesson HBOC, Inc. 1989 Management\nIncentive Plan.  This Plan replaces in their entirety both the Company's\nManagement Incentive Plan and its Performance Award Plan for Key Employees.\nThis Plan is effective for fiscal years of the Company commencing on and after\nApril 1, 1989.\n\n\nA.   PURPOSE\n     -------\n\n     The purpose of the Plan is to attract, retain and motivate key employees by\nproviding cash incentive awards to designated executive, managerial and\nprofessional employees of the Company, its subsidiaries and affiliates.  The\nPlan is designed to link managers' interests more closely with the interests of\nthe Company's shareholders.\n\n     The Plan is established as a single incentive plan to reward designated\nexecutives, managers and professionals who contribute to shareholder value.\nEach Participant's award will take into account corporate performance as well\nas, where appropriate, his or her own business unit's performance.  The Plan\nalso provides that awards will reflect individual performance, subject to\nArticle G.  Incentive awards paid under this Plan are intended to qualify as\nperformance-based compensation deductible by the Company under the Code.\n\nB.   ADMINISTRATION\n     --------------\n\n     The Compensation Committee of the Board of Directors ('Committee') shall\nhave full power and authority, subject to the provisions of the Plan, to review\nand approve the designation of Participants and to promulgate such rules and\nregulations as it deems necessary for the proper administration of the Plan, to\ninterpret the provisions and supervise the administration of the Plan, and to\ntake all action in connection therewith or in relation to the Plan as it deems\nnecessary or advisable.  Decisions and selections of the Committee shall be made\nby a majority of its members and, if made pursuant to the provisions of the\nPlan, shall be final.  Any decision reduced to writing and signed by all of the\nmembers of the Committee shall be fully effective as if it had been made at a\nmeeting duly held.  The Committee shall consist solely of Disinterested Persons,\nin conformance with Section 162(m) of the Code ('Section 162(m)').\n\n                                                                          Page 1\n \nC.   PARTICIPATION\n     -------------\n\n     1.   Eligibility - Executives, Managers and Professionals\n          ----------------------------------------------------\n\n          Only active employees of the Company, its subsidiaries or affiliates\nwho are employed in an executive, managerial or professional capacity may be\ndesignated as Participants under the Plan.\n\n     2.   Designation and Removal of Participants\n          ---------------------------------------\n\n          No person shall be entitled to any award under this Plan for any Year\nunless he or she is so designated as a Participant for that Year.  The Chief\nExecutive Officer (CEO) of the Company and such other persons as the CEO may\ndesignate, shall recommend to the Committee employees (who may include such\nrecommending persons) for selection as Participants.  The Committee shall review\nand approve Plan Participants recommended by management from among those\nemployees who are eligible to participate.  The Committee may add to or delete\nindividuals from the list of designated Participants at any time and from time\nto time, at its sole discretion.\n\n     3.   Notice of Participation\n          -----------------------\n\n          As soon as reasonably practicable, each person who is a Participant in\nthe Plan for a Year will be notified.\n\nD.   INDIVIDUAL TARGET AWARDS FOR PARTICIPANTS\n     -----------------------------------------\n\n     1.   Targets, In General\n          -------------------\n\n          At the beginning of each Year, an Individual Target Award shall be\nestablished for each Participant.  An Individual Target Award shall only be a\ntarget and the amount of the target may or may not be paid to the Participant.\nEstablishment of an Individual Target Award for an employee for any Year shall\nnot imply or require that an Individual Target Award be set for any subsequent\nyear.  The amount of any actual award paid to any Participant may be greater or\nless than this target.  As set forth in paragraph F4 below (but subject to the\nlimitations applicable to Covered Employees contained in Article G), the actual\naward may be as much as three times target or as low as zero for any Year.  The\nestablishment of an Individual Target Award for an employee shall not affect the\nright of the Company, its subsidiaries or affiliates to terminate, with or\nwithout cause, such employee's employment at any time.\n\n     2.   Percentage of Base Salary\n          -------------------------\n\n          Individual Target Awards shall be a percentage of the Participant's\nbase salary reviewed and approved by the Committee in its sole discretion.\n\n                                                                          Page 2\n \nE.   BASIS OF AWARDS\n     ---------------\n\n     Awards will be based on contribution to shareholder value and individual\nperformance. The Committee shall establish measures, which may include financial\nand non-financial objectives ('Performance Goals'), to calculate the shareholder\nvalue contribution for each segment of the Company.   These Performance Goals\nshall be determined by the Committee in advance of each Year or such period as\nmay be permitted by the regulations issued under Section 162(m), and shall be\nbased on one or more of the following criteria:  (i) the attainment of a\nspecified percentage return on total capital employed by the Company (or a\nsubsidiary or division of the Company); (ii) the attainment of a specified\npercentage return on total stockholder equity of the Company; (iii) the\nattainment of a specified percentage increase in earnings per share from\ncontinuing operations; (iv) the attainment of a specified percentage increase in\nNet Income of the Company; (v) the attainment of a specified percentage increase\nin profit before taxation of the Company (or a subsidiary or division of the\nCompany); (vi) the attainment of a specified percentage increase in revenues of\nthe Company (or a subsidiary or division of the Company); and (vii) the\nattainment of profit after-tax at specified levels of equity investment.  In\naddition, such Performance Goals may be based upon the attainment of specified\nlevels of Company performance under one or more of the measures described above\nrelative to the performance of other corporations.\n\n     Awards may be based on performance against objectives for more than one\nsegment of the Company.  For example, awards for corporate management will be\nbased on overall corporate performance against objectives, but awards for a\nunit's management may be based on a combination of corporate, unit and sub-unit\nperformance against objectives.\n\n     Subject to the limitations set forth in Article G below, individual\nperformance of each Participant will also be measured and used in determining\nawards under this Plan.\n\nF.   AWARD DETERMINATION\n     -------------------\n\n     1.   Award Determined by Committee\n          -----------------------------\n\n          After any Year for which an Individual Target Award is established for\na Participant under this Plan, the Committee shall review and approve, modify or\ndisapprove the amount, if any, to be paid to the Participant for the Year.  The\namount paid shall be the Individual Target Award adjusted to reflect both the\nCompany's financial performance and the Participant's individual performance.\nAll awards will be subject to the sole discretion of the Committee.\n\n     2.   Financial Performance\n          ---------------------\n\n          Individual Target Award amounts will be modified by achievement of\nfinancial objectives by the Company and relevant units and sub-units.\nPerformance results against financial objectives shall be reviewed and approved\nby the Committee.  The Committee may as a result of this review modify or change\nobjectives or performance results for the Year as it \n\n                                                                          Page 3\n \ndetermines to be necessary or appropriate to take into account changes during\nthe year including, but not limited to, changes in accounting methods,\nacquisitions or divestitures, and unusual or non-recurring financial or other\nevents, to the extent not precluded by Section 162(m).\n\n     3.   Individual Performance\n          ----------------------\n\n          Any Individual Target Award, adjusted to reflect financial\nperformance, will be further adjusted with the review and approval of the\nCommittee to give full weight to the Participant's individual performance during\nthe Year.\n\n     4.   Overall Effect\n          --------------\n\n          The combination of any financial performance adjustment and individual\nperformance adjustment may increase the amount paid under this Plan to a\nParticipant for any Year to as much as three times the Individual Target Award,\nand may reduce any amount payable to zero, subject to Article G.\n\nG.   PROCEDURES APPLICABLE TO CERTAIN DESIGNATED PARTICIPANTS\n     --------------------------------------------------------\n \n     Awards under the Plan to Participants who are Covered Employees shall be\nsubject to preestablished Performance Goals as set forth herein.\nNotwithstanding the provisions of Paragraph F.3 above, the Committee shall not\nhave discretion to modify the terms of awards to such Participants except as\nspecifically set forth in this Article G.\n\n     1.   Target Award.  At the beginning of a Year, the Committee shall\n          ------------                                                  \nestablish Individual Target Awards to such of the Participants who may be\nCovered Employees, payment of which shall be conditioned upon satisfaction of\nspecific Performance Goals for the Year established by the Committee in writing\nin advance of the Year, or within such period as may be permitted by regulations\nissued under Section 162(m) of the Code.  The extent, if any, to which an Award\nwill be payable will be based upon the degree of achievement of the Performance\nGoals; provided, however, that the Committee may, in its sole discretion, reduce\nsome or all of the amount which would otherwise be payable with respect to an\nAward.\n\n     2.   Performance Goals.  The Performance Goals established by the Committee\n          -----------------                                                     \nshall be the same as those objectives set for all Plan Participants and shall be\nbased on one or more of the criteria set forth in Article E above.\n\n     3.   Payment of Awards.  At the time the Performance Goals are established,\n          -----------------                                                     \nthe Committee shall prescribe a formula to determine the percentage of the\nIndividual Target Award which may be payable based upon the degree of attainment\nof the Performance Goals during the Year.  If the minimum Performance Goals\nestablished by the Committee are not met, no payment will be made to a\nParticipant who is a Covered Employee.  To the extent that the minimum\nPerformance Goals are satisfied or surpassed, and upon written certification by\nthe Committee that the Performance Goals have been satisfied to a particular\nextent, payment of the award shall be made on the Payment Date in accordance\nwith the prescribed formula based upon a \n\n                                                                          Page 4\n \npercentage of the Individual Target Award unless the Committee determines, in\nits sole discretion, to reduce the payment to be made.\n\n     4.   Maximum Award.  The maximum award payable to any Participant who is a\n          -------------                                                        \nCovered Employee for any Year shall not exceed two percent (2%) of the Company's\nNet Income for that Year.\n\nH.   ELECTIONS\n     ---------\n\n     1.   Election to Defer Payment.  At the time established under the\n          -------------------------                                    \nCompany's Deferred Compensation Administration Plan II ('DCAP II'), any\nParticipant who is eligible to participate in DCAP II may irrevocably elect, in\nwriting and in accordance with DCAP II, to defer his or her award under this\nPlan so it is paid at the time and in the manner of, and subject to the terms\nand conditions provided by, DCAP II.  If an election to defer an award is not\nmade, then any award under this Plan shall be paid in a single sum to the\nParticipant as soon as reasonably practicable after the amount of the award is\ndetermined.  Notwithstanding the above provisions, no amount shall be deferred\nfor the Year under DCAP II unless the actual award under this Plan for that Year\nis at least $5,000.  No awards may be deferred by a Participant under DCAP II\nunless he or she is an active employee of the Company as of the end of the Year.\n\n     2.   Election to Receive Stock Option Grant in Lieu of Award Under the\n          -----------------------------------------------------------------\nPlan.  Prior to the end of a calendar year, any Participant may irrevocably\nelect, in writing on the form prescribed by the Committee, to receive a stock\noption grant under the 1994 Stock Option and Restricted Stock Plan in lieu of\nall or a portion of such Participant's award under this Plan for the Year in\nwhich that calendar year ends.  Annually management of the Company shall\ndetermine the rate at which stock option grants will be made in lieu of an award\nunder the Plan and that conversion rate shall be communicated to Participants\nprior to the deadline for making the election described in the preceding\nsentence.  The minimum number of option shares that a Participant may elect to\nreceive pursuant to such election is 500, subject to adjustment in the event of\na stock split, stock dividend, consolidation or other similar recapitalization\ninvolving the capital stock of the Company.  In addition, the Company annually\nshall prescribe a maximum portion of a Participant's Target Award that may be\nmade subject to an election to receive a stock option grant in lieu of an award\nunder the Plan.  If for any reason the Company does not make the stock option\ngrant contemplated by the Participant's election, the Participant shall be\ndeemed to have elected to make a deferral election pursuant to Section H.1 of\nthe award that was the subject of the election to receive a stock option.\n\nI.   NO MANAGEMENT INCENTIVE FUND\n     ----------------------------\n\n     Awards paid under this Plan shall not be based on or payable from a 'pool'\nor a 'Management Incentive Fund'.\n\n                                                                          Page 5\n \nJ.   EMPLOYMENT AT YEAR END GENERALLY REQUIRED FOR AWARD\n     ---------------------------------------------------\n\n     No award shall be made to any Participant who is not an active employee of\nthe Company or one of its subsidiaries or affiliates at the end of the Year;\nprovided, however, that the Committee, in its sole and absolute discretion, may\n--------  -------                                                              \nmake pro-rata awards to Participants during a year in circumstances that\nCommittee deems appropriate including, but not limited to, a Participant's\ndeath, disability, retirement or other termination of employment during such\nYear. Any such pro-rated awards shall be determined by the Committee in\naccordance with Section F above after taking into account the portion of the\nYear then completed.\n\nK.   NONASSIGNMENT AND PARTICIPANTS ARE GENERAL CREDITORS\n     ----------------------------------------------------\n\n     The interest of any Participant under the Plan shall not be assignable\neither by voluntary or involuntary assignment or by operation of law, except by\ndesignation of a beneficiary or beneficiaries to the extent allowed under the\nCompany's DCAP.\n\nL.   AMENDMENT OR TERMINATION\n     ------------------------\n\n     While the Company hopes to continue the Plan indefinitely, it reserves the\nright in its Board of Directors to amend, suspend or terminate the Plan or adopt\na new plan at any time; provided that no such amendment shall (i) without prior\napproval of the Company's stockholders, alter the business criteria on which the\nPerformance Goals may be based, increase the maximum amount set forth in\nParagraph F.4 above, or modify the requirements as to eligibility for\nparticipation in the Plan, or (ii) retroactively and adversely affect the\npayment of any award previously made.  In case any one or more of the provisions\ncontained in the Plan shall for any reason be held to be invalid, illegal or\nunenforceable in any respect, such invalidity, illegality or unenforceability\nshall not affect any other provision of the Plan, but the Plan shall be\nconstrued as if such invalid, illegal or unenforceable provisions had never been\ncontained herein.\n\nM.   INTERPRETATION\n     --------------\n\n     This Plan is intended to comply with Section 162(m), and all provisions\ncontained herein shall be construed and interpreted in a manner to so comply.\n\nN.   DEFINITIONS\n     -----------\n\n     'Code' shall mean the Internal Revenue Code of 1986, as amended.\n      ----                                                           \n\n     'Committee' means the Compensation Committee of the Board of Directors of\n      ---------                                                               \nMcKesson HBOC, Inc..\n\n     'Company' means McKesson HBOC, Inc., a Delaware corporation.\n      -------                                                    \n\n                                                                          Page 6\n \n     'Covered Employees' shall mean eligible Participants designated by the\n      -----------------                                                    \nCommittee who are, or are expected to be, 'covered employees' within the meaning\nof Section 162(m) of the Code for the Year in which an award is payable\nhereunder.\n\n     'Disinterested Person' shall mean a member of the Board of Directors who\n      --------------------                                                   \nqualifies as an 'outside director' for purposes of Section 162(m) of the Code.\n\n     'Individual Target Award' means the target award established for each\n      -----------------------                                             \nParticipant under Article D.\n\n     'Net Income' shall mean after tax income from continuing operations before\n      ----------                                                               \nspecial items and the effect of any accounting changes.\n\n     'Participants' mean those employees specifically designated as Participants\n      ------------                                                              \nfor a Year under Article C.\n\n     'Payment Date' shall mean the date following the conclusion of a Year on\n      ------------                                                           \nwhich the Committee certifies that applicable Performance Goals have been\nsatisfied and authorizes payment of corresponding awards.\n\n     'Performance Goals' shall have the meaning set forth in Section E. hereof.\n      -----------------                                                        \n\n     'Plan' means the McKesson HBOC, Inc. 1989 Management Incentive Plan.\n      ----                                                               \n\n     'Year' means the fiscal year of the Company.\n      ----                                       \n\n\nExecuted effective as of January 27, 1999.\n\n\nMcKESSON HBOC, INC.\n\n\nBy  ______________________________________\n    E. Christine Rumsey\n    Senior Vice President, Human Resources and Administration\n\n                                                                          Page 7\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8164],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9546],"class_list":["post-38166","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mckesson-corp","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38166","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38166"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38166"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38166"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38166"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}