{"id":40092,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/long-term-incentive-plan-mckesson-hboc-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"long-term-incentive-plan-mckesson-hboc-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/long-term-incentive-plan-mckesson-hboc-inc.html","title":{"rendered":"Long-Term Incentive Plan &#8211; McKesson HBOC Inc."},"content":{"rendered":"<pre>\n                              McKESSON HBOC, INC.\n                           LONG-TERM INCENTIVE PLAN\n                     (As Amended through January 27, 1999)\n\n          1.   Name and Purpose. The name of this plan is the McKesson HBOC,\n               ----------------\nInc. Long-Term Incentive Plan (the 'Plan')(formerly known as the McKesson\nCorporation Long Term Incentive Plan). Its purpose is to advance and promote the\ninterests of the stockholders of McKesson HBOC, Inc., a Delaware Corporation\n(the 'Company') by attracting and retaining employees who strive for excellence,\nand to motivate those employees to set and achieve above-average financial\nobjectives by providing competitive compensation for those who contribute most\nto the operating progress and earning power of the Company, its subsidiaries and\naffiliates.\n\n          2.   Administration of the Plan. The Plan shall be administered by a\n               --------------------------\ncommittee (the 'Committee') consisting of not less than two directors of the\nCompany to be appointed by the Board, each of whom is an 'outside director'\nwithin the meaning of Section 162(m) of the Internal Revenue code of 1986, as\namended. No member of the Committee shall be eligible to receive benefits under\nthe Plan. The Committee shall have the sole authority, in its absolute\ndiscretion, to adopt, amend, and rescind such rules and regulations as, in its\nopinion, may be advisable in the administration of the Plan, to construe and\ninterpret the Plan, the rules and regulations, and to make all other\ndeterminations deemed necessary or advisable for the administration of the Plan.\nAll decisions, determinations and interpretations of the Committee shall be\nfinal and binding on all participants and other interested parties.\n\n          3.   Eligibility. Participation in the Plan shall be limited to those\n               -----------\nfull-time, salaried key officers and other employees of the Company, its\nsubsidiaries and affiliates who are selected from time to time by the Committee.\nParticipants in the Plan are also eligible to participate in any incentive plan\nof the Company.\n\n          4.   Calculation of Awards. The Plan is designed to reward\n               ---------------------\nparticipants with benefits which reflect the financial performance of the\nCompany over performance periods of a duration designated by the Committee at\nthe beginning of such period. The Committee may (but is not required to)\ndesignate for each incentive period the measures of financial performance and\nthe performance objectives (including, but not limited to, earnings per share,\ntotal shareholder return or return on capital employed) applicable to awards\nmade with respect to such periods. The foregoing notwithstanding, the maximum\namount potentially payable to an individual for a performance period shall not\nexceed 125% of the participant's rate of basic compensation at the beginning of\nthe performance period, multiplied by the number of years in the performance\nperiod. For the purpose of calculating the maximum amount for performance\nperiods beginning after 1997, the 125% factor shall be increased by adjusting it\nby the compound rate of total shareholder return for the Company, as determined\nby the Committee, for the period elapsed since the beginning of the last\nperformance period.\n \n          5.   Payment of Awards. All awards to participants pursuant to the\n               -----------------\nPlan shall be paid in cash, provided, however, that, at the participant's\nelection, receipt of all or part of an award may be deferred under the terms of\nthe Company's Deferred Compensation Administration Plan II in the manner\nprescribed by regulations established by the Committee.\n\n          A Participant shall have no right to receive payment of any award\nunder the Plan unless he or she has satisfied regulations prescribed by the\nCommittee at the time of making the award and the Committee has determined that\nthe performance objectives applicable to such award, if any, have been achieved.\n\n          Any other provision of the Plan to the contrary notwithstanding, if\nthe Committee determines that a Participant has engaged in any of the actions\ndescribed in (c) below, the consequences set forth in (a) and (b) below shall\nresult:\n\n          (a)  Any outstanding award granted on or after October 27, 1993, shall\nbe forfeited immediately and automatically and shall not be payable to the\nparticipant under any circumstances.\n\n          (b)  If the participant received payment of an award granted on or\nafter October 27, 1993, within six months prior to the date that the Company\ndiscovered that the participant engaged in any action described in (c) below,\nthe participant, upon written notice from the Company, shall immediately repay\nto the Company in cash the amount of such award (including any amounts withheld\npursuant to Paragraph 7).\n\n          (c)  The consequences described in (a) and (b) shall apply if the\nparticipant, either before or after termination of employment with the Company\nor one of its subsidiaries or affiliates:\n\n               (i)    Discloses to others, or takes or uses for his own purpose\nor the purpose of others, any trade secrets, confidential information,\nknowledge, data or know-how belonging to the Company or any of its subsidiaries\nor affiliates and obtained by the participant during the term of his employment,\nwhether or not they are the participant's work product. Examples of such\nconfidential information or trade secrets include (but are not limited to)\ncustomer lists, supplier lists, pricing and cost data, computer programs,\ndelivery routes, advertising plans, wage and salary data, financial information,\nresearch and development plans, processes, equipment, product information and\nall other types and categories of information as to which the participant knows\nor has reason to know that the Company or its subsidiaries or affiliates intends\nor expects secrecy to be maintained;\n\n               (ii)   Fails to promptly return all documents and other tangible\nitems belonging to the Company or any of its subsidiaries or affiliates in the\nparticipant's possession or control, including all complete or partial copies,\nrecordings, abstracts, notes or reproductions of any kind made from or about\nsuch documents or iformation contained therein, upon termination of employment,\nwhether pursuant to retirement or otherwise;\n\n                                       2\n \n               (iii)  Fails to provide the Company with at least thirty (30)\ndays' written notice prior to directly or indirectly engaging in, becoming\nemployed by, or rendering services, advice or assistance to any business in\ncompetition with the Company or any of its subsidiaries or affiliates. As used\nherein, 'business in competition' means any person, organization or enterprise\nwhich is engaged in or is about to become engaged in any line of business\nengaged in by the Company or any of its subsidiaries or affiliates at the time\nof the termination of the participant's employment with the Company or any of\nits subsidiaries or affiliates;\n\n               (iv)   Fails to inform any new employer, before accepting\nemployment, of the terms of this paragraph 5 and of the participant's continuing\nobligation to maintain the confidentiality of the trade secrets and other\nconfidential information belonging to the Company or any of its subsidiaries or\naffiliates and obtained by the participant during the term of his employment\nwith the Company or any of its subsidiaries or affiliates;\n\n               (v)    Induces or attempts to induce, directly or indirectly, any\nof the customers of the Company or its subsidiaries or affiliates, employees,\nrepresentatives or consultants to terminate, discontinue or cease working with\nor for the Company, or any of its subsidiaries or affiliates, or to breach any\ncontract with the Company or any of its subsidiaries or affiliates, in order to\nwork with or for, or enter into a contract with, the participant or any third\nparty; or\n\n               (vi)   Engages in conduct which is not in good faith and which\ndisrupts, damages, impairs or interferes with the business, reputation or\nemployees of the Company or any of its subsidiaries or affiliates.\n\n          The Committee shall determine in its sole discretion whether the\nparticipant has engaged in any of the acts set forth in (i) through (vi) above,\nand its determination shall be conclusive and binding on all interested persons.\n\n          Any provision of this paragraph 5 which is determined by a court of\ncompetent jurisdiction to be invalid or unenforceable should be construed or\nlimited in a manner that is valid and enforceable and that comes closest to the\nbusiness objectives intended by such invalid or unenforceable provision, without\ninvalidating or rendering unenforceable the remaining provisions of this\nparagraph 5.\n\n          6.   Transferability. Awards made pursuant to the Plan are not\n               ---------------\ntransferable or assignable by the participant other than by will or the laws of\ndescent and distribution, and payment thereunder during the participant's\nlifetime shall be made only to the participant or to the guardian or legal\nrepresentative of the participant. Payments which are due to a deceased\nparticipant pursuant to the Plan shall be paid to the person or persons to whom\nsuch right to payment shall have been transferred by will or the laws of descent\nand distribution.\n\n          7.   Withholding Taxes. Whenever the payment of an award is made, such\n               -----------------\npayment shall be net of an amount sufficient to satisfy federal, state and local\nwithholding tax requirements and authorized deductions.\n\n                                       3\n \n          8.   Funding. No provision of the Plan, or regulations adopted\n               -------\nhereunder, shall require the Company, for the purpose of satisfying any\nobligations under the Plan, to purchase assets or segregate or place any assets\nin a trust or other entity to which contributions are made.\n\n          9.   Amendment. The Plan may be amended or revised by the Board of\n               ---------\nDirectors of the Company.\n\n          10.  Termination. The Plan may be terminated at any time by resolution\n               -----------\nof the Board of Directors of the Company by the affirmative vote of a majority\nof the directors in office; provided, however, that such termination shall not\naffect any incentive award which shall have been granted prior to such\ntermination.\n\n                                       4\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-40092","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\/40092","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=40092"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40092"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40092"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40092"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}