{"id":38383,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-employee-stock-purchase-plan-mckesson-hboc-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-employee-stock-purchase-plan-mckesson-hboc-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-employee-stock-purchase-plan-mckesson-hboc-inc.html","title":{"rendered":"2000 Employee Stock Purchase Plan &#8211; McKesson HBOC Inc."},"content":{"rendered":"<pre>\n                             McKESSON HBOC, INC. \n                       2000 EMPLOYEE STOCK PURCHASE PLAN\n\n                 As Amended and Restated effective May 1, 2000\n\n1.   PURPOSE\n\n     The McKesson HBOC, Inc. 1998 Employee Stock Purchase Plan (the \"Plan\") is\nintended to encourage the employees of the Company and certain of its\nsubsidiaries to acquire a proprietary interest, or to increase their existing\nproprietary interest, in the Company. The Board of Directors of the Company (the\n\"Board\") believes that employee ownership of the Company's stock will serve as\nan incentive, encouraging employees to continue their employment and to perform\ndiligently their duties as employees. The Plan is intended to qualify as an\n\"employee stock purchase plan\" within the meaning of Section 423 of the Internal\nRevenue Code of 1986, as amended (the \"Code\").\n\n2.   STOCK RESERVED FOR THE PLAN\n     ---------------------------\n\n     The Company will reserve 6,100,000 (which number has been adjusted to\nreflect the 2:1 stock split effected by HBO on May 27, 1998, and the Exchange\nRatio as defined in the Merger Agreement) shares of the Company's common stock,\n$.01 par value per share (\"Stock\"), for purchase by employees under the Plan.\nThe number of shares of Stock reserved for the Plan may further be adjusted as\nprovided in Section 16. The shares of Stock reserved for the Plan may be shares\nnow or hereafter authorized but unissued, shares that have been reacquired by\nthe Company, or shares of treasury stock.\n\n3.   ADMINISTRATION\n     --------------\n\n     The Plan will be administered by the Compensation Committee of the Board\n(the \"Committee\"), consisting of members of the Board designated by the Board.\nThe Board from time to time may remove members from, or add members to, the\nCommittee. Vacancies on the Committee will be filled by the Board. Subject to\nthe express provisions of the Plan, the Committee will have authority to\ninterpret the Plan, to prescribe rules and regulations for administering the\nPlan, and to make all other determinations necessary or advisable in\nadministering the Plan. The determinations of the Committee will be final and\nbinding upon all persons, unless otherwise determined by the Board. A majority\nof the members of the Committee will constitute a quorum, and \n\n                                       1\n\n \nthe Committee may act by vote of a majority of its members at a meeting at which\na quorum is present, or without a meeting by a written consent signed by all\nmembers of the Committee. To the extent consistent with applicable law, the\nCommittee may delegate its duties hereunder to a sub-committee, whose members\nneed not be members of the Board.\n\n4.   ELIGIBILITY\n     -----------\n     \n     (a)  Eligible Employees. Except as set forth in subsections (b) and (c)\n          ------------------\nbelow, all employees of the Company, and all employees of any parent\ncorporation, as defined in Code Section 424(e) (a \"Parent\") or any subsidiary\ncorporation as defined in Code Section 424(f) (a \"Subsidiary\") of the Company\nthat is designated by the Board as a participating Parent or Subsidiary, will be\neligible to participate in the Plan. Such employees are referred to herein as\n\"Employees.\" No person who is not an Employee will be eligible to participate in\nthe Plan.\n\n     (b)  Excluded Employees. The following Employees will not be eligible to\n          ------------------                                                 \nparticipate in the Plan:\n\n          (i)   any Employee whose customary employment is less than 20 hours\n     per week or for not more than 5 months in any calendar year; and\n\n          (ii)  any Employee who, immediately after a right to purchase Stock is\n     granted hereunder, would own shares of Stock, or of the stock of a\n     Subsidiary, possessing 5 percent or more of the total combined voting power\n     or value of all classes of such stock. In determining whether an Employee\n     owns 5 percent of such shares, (A) the attribution of ownership rules of\n     Code Section 424(d) will apply, and (B) an Employee will be deemed to own\n     the shares of stock underlying any outstanding option which he has been\n     granted (whether under the Plan or any other plan or arrangement); and\n\n          (iii) effective for the first Purchase Period commencing after\n     September 30, 1999 and for any subsequent Purchase Period, any Employee who\n     as of the first day of any such Purchase Period has not completed a period\n     of employment of at least 30 days.\n\n5.   OFFERING DATES  \n     --------------\n\n     The Plan will be implemented by a continuous series of 24-month offerings\nbeginning on the first trading day on or after May 1 and November 1 of each\ncalendar year and terminating on the last trading day of the month which is 24\nmonths later (the \"Offering Periods\") and six-month periods commencing on each\nMay 1 and November 1 and ending on the following October 31 and April 30, during\nwhich contributions may be made toward the purchase of Stock under the Plan (the\n\"Accumulation Periods\").  For \n\n                                       2\n\n \npurposes of calculating the purchase price under Section 9, the applicable\nOffering Period shall be determined as follows:\n\n          (i)  Once a Participant is enrolled in the Plan for an Offering\n     Period, such Offering Period shall continue to apply to the Participant\n     until the earliest of (A) the end of such Offering Period, (B) the date the\n     Participant elects to discontinue contributions to the Plan and receive a\n     distribution of his Cash Account, or (C) re-enrollment in a subsequent\n     Offering Period under paragraph (ii) below.\n\n          (ii) In the event that the Fair Market Value of the Stock on the last\n     trading day before the commencement of the Offering Period in which the\n     Participant is enrolled is higher than on the last trading day before the\n     commencement of any subsequent Offering Period, the first Offering Period\n     shall be canceled and the Participant shall automatically be re-enrolled\n     for such subsequent Offering Period.\n\n6.   ELECTION TO PARTICIPATE\n     -----------------------\n\n     (a)  Initial Election. Each Employee who is eligible to participate in the\n          ----------------\nPlan may become a participant (a \"Participant\") by making an election, prior to\nany Offering Date and in accordance with procedures established by the\nCommittee, authorizing specified regular payroll deductions over the next\nsucceeding Purchase Period (an \"Election Form\"). Each election will be expressed\nas a percentage of the Employee's Compensation (as defined below), which may not\nexceed 15 percent of the Employee's Compensation for any payroll period or be\nless than 1 percent of the Employee's Compensation for any payroll period (or\nsuch other maximum and minimum percentages as the Committee may determine). An\nEmployee's \"Compensation\" is his \"compensation\" as that term is defined in the\nMcKesson HBOC, Inc. Profit-Sharing Investment Plan. Payroll deductions for a\nParticipant will be made regularly and in equal amounts during the Purchase\nPeriod by the Company, and will be credited to a bookkeeping account established\nby the Company in the name of the Participant (the \"Cash Account\"). No interest\nwill be paid on or credited to Cash Accounts.\n\n     (b)  Changes in Rate of Payroll Deductions. A Participant may change the\n          -------------------------------------\namount of payroll deductions elected for a Purchase Period by providing notice\nin accordance with procedures established by the Committee.\n\n     (c)  Discontinuance of Contributions. At any time during a Purchase Period,\n          -------------------------------\n(but not later than five business days prior to the Purchase Date), a\n\nParticipant may discontinue participation in the Plan for the current Purchase\nPeriod by providing notice in accordance with procedures established by the\nCommittee. Upon such discontinuance, at the Participant's election, the balance\nof his Cash Account will be (i) returned to the Participant as soon as\npracticable, or (ii) held in the Cash Account until the end of the Purchase\nPeriod and applied to purchase Stock in accordance with Section 10. A\nParticipant who discontinues payroll deductions may recommence his participation\nin the \n\n                                       3\n\n \nPlan as of the Offering Date for any other succeeding Purchase Period, provided\nhe otherwise is eligible to participate and timely files a new Election Form\nwith the Committee.\n\n7.   PURCHASE PERIOD LIMITATION ON RIGHTS TO PURCHASE STOCK\n     ------------------------------------------------------\n\n     (a)  In General. Subject to the annual limitations in Section 8 below, the\n          ----------                                                           \nmaximum number of shares of Stock each Participant will have the right to\npurchase under the Plan during a Purchase Period is determined by dividing (i)\n$12,500 by (ii) the Fair Market Value of one share of Stock on the Offering Date\nfor such Purchase Period.\n\n     (b)  Insufficient Shares of Stock. If at any time the number of shares of\n          ----------------------------\nStock available for purchase under the Plan is insufficient to grant to each\nParticipant the right to purchase the full number of shares to which he\notherwise would be entitled, then each Participant will have the right to\npurchase that number of available shares of Stock that is equal to the total\nnumber of available shares of Stock multiplied by a fraction, the numerator of\nwhich is the amount of Compensation credited to the Participant's Cash Account\nfor the Purchase Period, and the denominator of which is the total amount of\nCompensation credited to the Cash Accounts of all Participants for the Purchase\nPeriod.\n\n8.  ANNUAL LIMITATION ON RIGHTS TO PURCHASE STOCK\n    ---------------------------------------------\n\n    No right to purchase shares of Stock under the Plan will be granted to an\nEmployee if such right, when combined with all other rights and options granted\nunder all of the Code Section 423 employee stock purchase plans of the Company\nor any Parent or Subsidiary would permit the Employee to purchase shares of\nStock with a Fair Market Value (determined at the time the right or option is\ngranted) in excess of $25,000 for each calendar year in which the right or\noption is outstanding at any time, determined in accordance with Code Section\n423(b)(8).\n\n9.   PURCHASE PRICE\n     --------------\n\n     (a)  In General. The purchase price of each share of Stock purchased at the\n          ----------                                                            \nclose of an Accumulation Period will be the lower of (i) 85 percent of the Fair\nMarket Value of the such share on the last trading day of such Accumulation\nPeriod, or (ii) 85 percent of the Fair Market Value of such share on the first\nday of the applicable Offering Period (as determined under Section 5). \n\n     (b)  Fair Market Value. The Fair Market Value of the Stock, as of any date,\n          -----------------                                          \nwill be equal to the closing price of the Stock on the New York Stock Exchange\n(\"NYSE\"), for such date as reported in The Wall Street Journal. If no\ntransaction is reported for a particular date, Fair Market Value will be the\nclosing price on the closest preceding date for which any transaction is\nreported. If the Stock is not traded on the \n\n                                       4\n\n \nNYSE, Fair Market Value will be determined using the method established by the\nCommittee.\n\n10.  PURCHASE OF STOCK\n     -----------------\n\n     Subject to the share limitations set forth in Sections 7 and 8 above, as of\neach Purchase Date, the Committee will purchase from the Company using the funds\nin each Cash Account on such date, on behalf of each Participant having funds in\nhis Cash Account, the number of whole and fractional shares of Stock determined\nby dividing the amount in such Cash Account on such date by the purchase price\ndetermined under Section 9.\n\n11.  STOCK ACCOUNTS\n     --------------\n\n     (a)  Establishment of Accounts. As soon as reasonably practicable after\n          -------------------------\neach Purchase Date, the Company will deliver to a custodian selected by the (the\n\"Custodian\"), in electronic form, the total number of shares purchased by all\nParticipants in the Purchase Period. The Custodian will maintain a separate\n\"Stock Account\" for each Participant, which will be credited with the number of\nwhole and fractional shares of Stock purchased by the Participant under the\nPlan.\n\n     (b)  Withdrawals from Stock Accounts. A Participant may at any time\n          -------------------------------\nwithdraw any whole shares of Stock credited to his Stock Account as to which the\nholding period requirements of Code Section 423(a)(1) have been satisfied. As\nsoon as practicable after such request by a Participant, the Custodian will\ncause such whole shares to be transferred in electronic form to a broker\ndesignated by the Participant or will cause a certificate representing such\nShares to be delivered to the Participant.\n\n     (c)  Rights as Shareholders. A Participant will have all of the rights of a\n          ---------------------- \nstockholder of the Company with respect to all of the shares of Stock credited\nto his Stock Account, including the right to vote and receive dividends on such\nShares.\n\n12.  TERMINATION OF EMPLOYMENT\n     -------------------------\n\n     (a)  Termination Other Than Due to Death, Disability or Retirement.  If a\n          -------------------------------------------------------------       \nParticipant terminates employment with the Company or any Parent or Subsidiary\nduring a Purchase Period for any reason other than death, disability, or\nRetirement, then the Participant's participation in the Plan will immediately\nterminate and the balance of the Participant's Cash Account will be returned to\nthe Participant. For purposes of the Plan, a Participant who is on an approved\nleave of absence will not be considered to have terminated employment until the\n91st day of such leave of absence or such longer period as the Participant's\nright to re-employment is guaranteed by law or contract.\n\n     (b)  Termination Due to Death. If a Participant terminates employment with\n          ------------------------\nthe Company or any Parent or Subsidiary during a Purchase Period due to death,\nthen, at \n\n                                       5\n\n \nthe election of the Participant's beneficiary, the balance of the Participant's\nCash Account will be (i) delivered to the beneficiary or (ii) held in the Cash\nAccount until the end of the Purchase Period and applied to purchase Stock in\naccordance with Section 10.\n\n     (c)  Termination Due to Disability or Retirement. If a Participant\n          -------------------------------------------\nterminates employment with the Company or any Parent or Subsidiary due to\nRetirement or disability no more than 3 months before the Purchase Date for a\nPurchase Period, then, at the Participant's election, the balance of the\nParticipant's Cash Account will be (i) returned to the Participant, or (ii) held\nin the Cash Account until the end of the Purchase Period and applied to purchase\nStock in accordance with Section 10. If a Participant terminates employment due\nto Retirement or disability more than 3 months before the Purchase Date for a\nPurchase Period, then the Participant's participation in the Plan will\nimmediately terminate and the balance of the Participant's Cash Account will be\nreturned to the Participant.\n\n     (d)  Definition of Retirement. For purposes of the Plan, Retirement will\n          ------------------------\nmean the attainment by a Participant of age plus whole years of service\nwith the Company or any Parent or Subsidiary totaling 65 or more.\n\n13.  BENEFICIARY\n     -----------\n\n     In the event of the Participant's death, his beneficiary shall be his\nsurviving spouse, or if there is none, his surviving children in equal shares,\nor if there are none, his estate.\n\n14.  COMPLIANCE WITH SECURITIES LAW\n     ------------------------------\n\n     All shares of Stock issued under the Plan will be subject to such\nrestrictions as the Committee may deem advisable under any applicable federal or\nstate securities laws, and the Committee may cause a legend or legends making\nreference to such restrictions to be placed on the certificates representing\nsuch shares.\n\n15.  RIGHTS NOT TRANSFERABLE\n     -----------------------\n\n     Neither payroll deductions credited to a Participant's account nor any\nrights under the Plan may be assigned, transferred, pledged or otherwise\ndisposed of in any way by the Participant (other than by will or the laws of\ndescent and distribution or as provided in Section 13 hereof).  Rights under the\nPlan are exercisable during the lifetime of the Participant only by the\nParticipant.\n\n                                       6\n\n \n16.  ADJUSTMENT IN CASE OF CHANGES AFFECTING THE COMPANY'S STOCK\n     -----------------------------------------------------------\n\n     (a)  In General. In the event of a subdivision or consolidation of\n          ----------\noutstanding shares of Stock, the payment of a stock dividend thereon, stock\nsplit, reverse stock split, or in the event of any \"corporate transaction\" as\ndefined in Treasury Regulations Section 1.425-1(a)(1)(ii) (now relating to Code\nSection 424), the number of shares reserved or authorized to be reserved under\nthe Plan, the number and price of such shares subject to purchase pursuant to\nrights outstanding hereunder, the maximum number of shares each Participant may\npurchase during each Purchase Period (pursuant to Section 7) or during each\ncalendar year (pursuant to Section 8), and the number of shares credited to\nParticipants' Stock Accounts, will be adjusted in such manner as may be deemed\nnecessary or equitable by the Board to give proper effect to such event, subject\nto the limitations of Code Section 424.\n\n     (b)  Effect of Merger.  Following consummation of the Merger, outstanding\n          ----------------                                                    \npurchase rights of HBOC employees under the Plan remained in effect and were\nassumed by the Company, with appropriate changes to reflect the issuance of\nshares of Stock.\n\n17.  FOREIGN EMPLOYEES\n     -----------------\n\n     To the extent permitted under Section 423 of the Code, the Committee may\nprovide for such special terms for Participants who are foreign nationals, or\nwho are employed by the Company or a Parent or Subsidiary outside of the United\nStates of America, as the Committee may consider necessary or appropriate to\naccommodate differences in local law, tax policy or custom. Moreover, the\nCommittee may approve such supplements to or amendments, restatements, or\nalternative versions of, this Plan as it may consider necessary or appropriate\nfor such purposes without thereby affecting the terms of this Plan as in effect\nfor any other purpose; provided, however, that no such supplements, amendments,\nrestatements or alternative versions will include any provisions that are\ninconsistent with the terms of this Plan, as then in effect, unless this Plan\ncould have been amended to eliminate such inconsistency without further approval\nby the shareholders of the Company, or which would cause the Plan to fail to\nmeet the requirements of Section 423 of the Code.\n\n18.  AMENDMENT OF THE PLAN\n     ---------------------\n\n     The Board may amend the Plan in any respect; provided, however, that, any\namendment (i) increasing the number of shares of Stock reserved under the Plan\n(other than as provided in Section 16), or (ii) any change in the designation of\ncorporations whose employees may be eligible to participate in the Plan, other\nthan a corporation who is a Parent or a Subsidiary, must be approved, within 12\nmonths of the adoption of such an amendment, by the holders of a majority of the\nvoting power of the outstanding shares of Stock.\n\n                                       7\n\n \n19.  TERMINATION OF THE PLAN\n     -----------------------\n\n     The Plan and all rights of Employees hereunder will terminate:\n\n     (a)  as of the Purchase Date on which Participants purchase a number of\nshares of Stock that substantially exhausts the number of shares available for\nissuance under the Plan, to such an extent that the Committee determines that no\nsubsequent offerings are practicable; or\n\n     (b)  at any time upon action of the Board; provided, however, that if the\nPlan is terminated during any Purchase Period, any amounts in a Participant's\nCash Account will be returned to the Participant.\n\n20.  EFFECTIVE DATE\n     --------------\n\n     This Amendment and Restatement will become effective as of May 1, 2000.\nFor Offering Periods prior to May 1, 2000 the terms of the Plan as in effect\nfrom time to time are applicable.\n\n21.  GOVERNMENT AND OTHER REGULATIONS\n     --------------------------------\n\n     (a)  In General. The Plan, and the grant and exercise of the rights to\n          ----------\npurchase shares of Stock hereunder, and the Company's obligation to sell and\ndeliver shares of Stock, will be subject to all applicable federal, state and\nforeign laws, rules and regulations, and to such approvals by any regulatory or\ngovernment agency as may, in the opinion of counsel for the Company, be\nrequired.\n\n     (b)  Withholding Obligations. Each Participant will, no later than the date\n          -----------------------\nas of which the value of any purchase right granted under the Plan first becomes\nincludible in the gross income of the Participant for federal income tax\npurposes, pay to the Company, or make arrangements satisfactory to the Company,\nregarding payment of any federal, state, or local taxes of any kind required by\nlaw to be withheld with respect to such purchase right. The obligations of the\nCompany under the Plan will be conditional on the making of such payments or\narrangements and the Company will, to the extent permitted by law, have the\nright to deduct any such taxes from any payment of any kind otherwise due to the\nParticipant.\n\n22.  INDEMNIFICATION OF COMMITTEE\n     ----------------------------\n\n     In addition to such other rights of indemnification as they have as\ndirectors or as members of the Committee, the members of the Committee will be\nindemnified by the Company against reasonable expenses (including, without\nlimitation, attorneys' fees) actually and necessarily incurred in connection\nwith the defense of any action, suit or proceeding, or in connection with any\nappeal, to which they or any of them may be a party by reason of any action\ntaken or failure to act under or in connection with the Plan \n\n                                       8\n\n \nor any right granted hereunder, and against all amounts paid by them in\nsettlement thereof (provided such settlement is approved to the extent required\nby and in the manner provided by the Bylaws of the Company relating to\nindemnification of directors) or paid by them in satisfaction of a judgment in\nany such action, suit or proceeding, except in relation to matters as to which\nit will be adjudged in such action, suit or proceeding that such Committee\nmember did not act in good faith and in a manner he reasonably believed to be in\nor not opposed to the best interests of the Company.\n\n23.  EXECUTION\n     ---------\n\n     This Amendment and Restatement is executed effective as of May 1, 2000,\npursuant to the authority granted by the Board on October 27, 1999.\n\n\n                              MCKESSON HBOC, INC.\n\n\n\n    5\/1\/00                     \/s\/ William A. Armstrong    \n    ------                    -------------------------------------\n     Date                     Senior Vice President Human Resources\n                                         and Administration\n\n                                       9\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":[9539,9545],"class_list":["post-38383","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mckesson-corp","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38383","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=38383"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38383"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38383"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38383"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}