Common use of Obligations of the Company on Termination of Employment Clause in Contracts

Obligations of the Company on Termination of Employment. (i) If the Company terminates Executive’s employment pursuant to subparagraph 8(a) above and the Company’s action is affirmed as specified in subparagraph 8(b) above or Executive terminates his employment with the Company other than for Good Reason (as defined in subparagraph (d)(iii) below), then all of the Company’s obligations hereunder shall immediately cease and terminate. Executive shall thereupon have no further right or entitlement to additional salary, incentive compensation payments or awards, or any perquisites from the Company whatsoever, and Executive’s rights, if any, under the Company’s employee and executive benefit plans shall be determined solely in accordance with the express terms of the respective plans. (ii) If the Company terminates Executive’s employment pursuant to subparagraph 8(c) above or Executive terminates his employment with the Company for Good Reason prior to the expiration of the Term, then in lieu of any benefits payable pursuant to the Company’s Executive Severance Policy (so long as the compensation and benefits payable hereunder equal or exceed those payable under said Policy) and in complete satisfaction and discharge of all of its obligations to Executive hereunder, the Company shall, provided Executive is not in breach of the provisions of Paragraph 7 hereof and except as provided in Paragraph 9 below, and conditioned upon Executive’s execution of a full release of claims, (A) provide Executive with monthly cash payments equal to Executive’s final monthly base salary (“Severance”) for the remainder of the Term (the “Severance Period”); provided that, if such payment is deferred in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), it shall accrue interest at the Deferred Compensation Administration Plan III Rate (the “DCAP Rate”) for the period of such deferral, which interest shall be paid together with such payment, and further provided that the Company’s obligation to make such Severance payments shall be reduced by any compensation received by Executive from a subsequent employer during the Severance Period, (B) consider Executive for a bonus under the terms of the Company’s MIP for the fiscal year in which termination occurs (but not for any subsequent year) provided that any such bonus, if earned, shall be pro-rated to reflect the portion of the year for which Executive was actively employed, and shall be made at the time and in the manner applicable to MIP payments for current employees; provided, however, that, if such payment is deferred in accordance with Section 409A of the Code (“Section 409A”), it shall accrue interest at the DCAP Rate for the period of such deferral, which interest shall be paid together with such payment, (C) continue Executive’s Executive Medical Plan benefits until the end of the Severance Period, (D) subject to the express special forfeiture and repayment provisions of the respective plans (or the terms and conditions applicable thereto), continue the accrual and vesting of Executive’s rights, benefits and existing awards for the remainder of the Severance Period for purposes of the EBRP, ESBP, and the Stock Option and Restricted Stock Plan (or any other similar plan or arrangement); provided, however, that (unless otherwise provided by the terms of the applicable plan; or unless the Board, or any duly authorized Committee thereof, in its sole discretion determines otherwise) Executive shall in no event receive or be entitled either to additional grants or awards subsequent to the date of termination, nor “Approved Retirement” status, under the foregoing plans, and (E) terminate Executive’s participation in the Company’s tax-qualified profit-sharing plans, long-term incentive plan, and stock purchase plans, pursuant to the terms of the respective plans, as of the date of Executive’s termination of employment. (iii) For purposes of this Agreement, “Good Reason” shall mean any of the following actions, if taken without the express written consent of Executive: (A) any material change by the Company in Executive’s functions, duties or responsibilities as Executive Vice President and Group President, which change would cause Executive’s position with the Company to become of less dignity, responsibility, importance, or scope as compared to the position and attributes that applied to Executive as of the Effective Date; (B) any reduction in Executive’s base salary, other than a proportional reduction effected as part of an across-the board reduction affecting all executive employees of the Company; (C) any material failure by the Company to comply with any of the provisions of the Agreement; (D) the Company’s requiring Executive to be based at any office or location more than 25 miles from the office at which Executive is based as of the Effective Date, except for travel reasonably required in the performance of Executive’s responsibilities; or (E) in the event of a Change in Control, any change in the level of officer within the Company to whom Executive reports, as this reporting relationship existed immediately prior to a Change in Control.

Obligations of the Company on Termination of Employment. (i) If the Company terminates Executive’s employment pursuant to subparagraph 8(a89(a) above and the Company’s action is affirmed as specified in subparagraph 8(b) above or Executive terminates his employment with the Company other than for Good Reason (as defined in subparagraph (d)(iii) below)), then all of the Company’s obligations hereunder shall immediately cease and terminate. Executive shall thereupon have no further right or entitlement to additional salary, incentive compensation payments or awards, or any perquisites from the Company whatsoever, and Executive’s rights, if any, under the Company’s employee and executive benefit plans shall be determined deter-mined solely in accordance with the express terms of the respective plans.; (ii) If the Company terminates Executive’s employment pursuant to subparagraph 8(c) above or Executive terminates his employment with the Company for Good Reason prior to the expiration of the Termthis Agreement, then in lieu of any benefits payable pursuant to the Company’s Executive Severance Policy (so long as the compensation and benefits payable hereunder equal or exceed those payable under said Policy) and in complete satisfaction and discharge of all of its obligations to Executive hereunderhereunder (with the exception of Paragraph 6), the Company shall, provided Executive is not in breach of the provisions of Paragraph 7 hereof hereof, and except as provided in Paragraph 9 9(c) below, and conditioned upon Executive’s execution of a full release of claims, (A) provide Executive with monthly cash payments equal to continue Executive’s final monthly then base salary (“Severance”) salary, without increase, for the remainder of the Term (the “Severance Period”); provided that, if such payment is deferred in accordance with Section 409A term of the Internal Revenue Code of 1986, as amended (the “Code”), it shall accrue interest at the Deferred Compensation Administration Plan III Rate (the “DCAP Rate”) for the period of such deferral, which interest shall be paid together with such payment, and further provided that the Company’s obligation to make such Severance payments shall be reduced by any compensation received by Executive from a subsequent employer during the Severance Periodthis Agreement, (B) consider Executive for a bonus continue Executive’s incentive award compensation under the terms of the Company’s MIP Bonus Plan for the each fiscal year ending with or within the term of this Agreement, such Bonus awards to be equal, in which termination occurs (but not for any subsequent year) provided that any such bonuseach case, if earned, shall be pro-rated to reflect the portion of the year for which Executive was actively employed, and shall be made Executive’s Individual Target Award existing at the time and in the manner applicable to MIP payments for current employees; provided, however, that, if such payment is deferred in accordance with Section 409A of the Code (“Section 409A”), it shall accrue interest at the DCAP Rate for the period his termination of such deferral, which interest shall be paid together with such paymentemployment, (C) continue Executive’s accelerate the vesting of all stock options granted to Executive Medical Plan benefits until the end of the Severance Period, and (D) subject to the express special forfeiture and repayment provisions of the respective plans (or the terms and conditions applicable thereto), continue the accrual and vesting of Executive’s rights, benefits and existing awards for the remainder of the Severance Period for purposes of the EBRP, ESBP, and the Stock Option and Restricted Stock Plan (or any other similar plan or arrangement); provided, however, that (unless otherwise provided by the terms of the applicable plan; or unless the Board, or any duly authorized Committee thereof, in its sole discretion determines otherwise) Executive shall in no event receive or be entitled either to additional grants or awards subsequent to the date of termination, nor “Approved Retirement” status, under the foregoing plans, and (E) terminate Executive’s participation in the Company’s tax-qualified profit-sharing plans, long-term incentive plan, plans and stock purchase plans, pursuant to the terms of the respective plans, as of the date of Executive’s termination of employment. (iii) For purposes of this Agreement, “Good Reason” shall mean any of the following actions, if taken without the express written consent of Executive: (A) any material change by the Company in Executive’s functions, duties or responsibilities as Executive Vice President and Group President, which change would cause Executive’s position with the Company to become of less dignity, responsibility, importance, or scope as compared to the position and attributes that applied to Executive as of the Effective Date; (B) any reduction in Executive’s base salary, other than a proportional reduction effected as part of an across-the board reduction affecting all executive employees of the Company; (C) any material failure by the Company to comply with any of the provisions of the Agreement; (D) the Company’s requiring Executive to be based at any office or location more than 25 miles from the office at which Executive is based as of the Effective Date, except for travel reasonably required in the performance of Executive’s responsibilities; or (E) in the event of a Change in Control, any change in the level of officer within the Company to whom Executive reports, as this reporting relationship existed immediately prior to a Change in Control.

Obligations of the Company on Termination of Employment. (i) If the Company terminates Executive’s employment pursuant to subparagraph 8(a) above and the Company’s action is affirmed as specified in subparagraph 8(b) above or Executive terminates his her employment with the Company other than for Good Reason (as defined in subparagraph (d)(iii) below), then all of the Company’s obligations hereunder shall immediately cease and terminate. Executive shall thereupon have no further right or entitlement to additional salary, incentive compensation payments or awards, or any perquisites from the Company whatsoever, and Executive’s rights, if any, under the Company’s employee and executive benefit plans shall be determined solely in accordance with the express terms of the respective plans. (ii) If the Company terminates Executive’s employment pursuant to subparagraph 8(c) above or Executive terminates his her employment with the Company for Good Reason prior to the expiration of the Term, then in lieu of any benefits payable pursuant to the Company’s Executive Severance Policy (so long as the compensation and benefits payable hereunder equal or exceed those payable under said Policy) and in complete satisfaction and discharge of all of its obligations to Executive hereunder, the Company shall, provided Executive is not in breach of the provisions of Paragraph 7 hereof and except as provided in Paragraph 9 below, and conditioned upon Executive’s execution of a standard, full release of claims, (it being understood that such release shall be mutual, and shall contain standard “carve-outs” from Executive’s release for indemnification rights, vested rights under pension, insurance and other benefit plans, and the like) (A) provide Executive with monthly cash payments equal to Executive’s final monthly base salary (“Severance”) for the remainder of the Term (the “Severance Period”); provided that, if such payment is deferred in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), it shall accrue interest at the Deferred Compensation Administration Plan III Rate (the “DCAP Rate”) for the period of such deferral, which interest shall be paid together with such payment, and further provided that the Company’s obligation to make such Severance payments shall be reduced by any compensation received by Executive from a subsequent employer during the Severance Period, (B) consider Executive for a bonus under the terms of the Company’s MIP for the fiscal year in which termination occurs (but not for any subsequent year) provided that any such bonus, if earned, shall be pro-rated to reflect the portion of the year for which Executive was actively employed, and shall be made at the time and in the manner applicable to MIP payments for current employees; provided, however, that, if such payment is deferred in accordance with Section 409A of the Code (“Section 409A”), it shall accrue interest at the DCAP Rate for the period of such deferral, which interest shall be paid together with such payment, (C) continue Executive’s Executive Medical Plan benefits until the end of the Severance Period, (D) subject to the express special forfeiture and repayment provisions of the respective plans (or the terms and conditions applicable thereto), continue the accrual and vesting of Executive’s rights, benefits and existing awards for the remainder of the Severance Period for purposes of the EBRP, ESBP, and the Stock Option and Restricted Stock Plan (or any other similar plan or arrangement); provided, however, that (unless otherwise provided by the terms of the applicable plan; or unless the Board, or any duly authorized Committee thereof, in its sole discretion determines otherwise) Executive shall in no event receive or be entitled either to additional grants or awards subsequent to the date of termination, nor “Approved Retirement” status, under the foregoing plans, and (E) terminate Executive’s participation in the Company’s tax-qualified profit-sharing plans, long-term incentive plan, and stock purchase plans, pursuant to the terms of the respective plans, as of the date of Executive’s termination of employment. (iii) For purposes of this Agreement, “Good Reason” shall mean any of the following actions, if taken without the express written consent of Executive: (A) any material change by the Company in Executive’s functions, duties or responsibilities as Executive Vice President and Group President, McKesson Provider Technologies, which change would cause Executive’s position with the Company to become of less dignity, responsibility, importance, or scope as compared to the position and attributes that applied to Executive as of the Effective Date; (B) any reduction in Executive’s base salary, other than a proportional reduction effected as part of an across-the the-board reduction affecting all executive employees of the Company; (C) any material failure by the Company to comply with any of the provisions of the Agreement; (D) the Company’s requiring Executive to be based at any office or location more than 25 miles from the office at which Executive is based as of the Effective Date, except for travel reasonably required in the performance of Executive’s responsibilitiesresponsibilities and consistent with practices as of the Effective Date; or (E) in the event of a Change in Control, any change in the level of officer within the Company to whom Executive reports, as this reporting relationship existed immediately prior to a Change in Control.

Obligations of the Company on Termination of Employment. (i) If the Company terminates Executive’s employment pursuant to subparagraph 8(a) above and the Company’s action is affirmed as specified in subparagraph 8(b) above or Executive terminates his her employment with the Company other than for Good Reason (as defined in subparagraph (d)(iii) below), then all of the Company’s obligations hereunder shall immediately cease and terminate. Executive shall thereupon have no further right or entitlement to additional salary, incentive compensation payments or awards, or any perquisites from the Company whatsoever, and Executive’s rights, if any, under the Company’s employee and executive benefit plans shall be determined solely in accordance with the express terms of the respective plans. (ii) If the Company terminates Executive’s employment pursuant to subparagraph 8(c) above or Executive terminates his her employment with the Company for Good Reason prior to the expiration of the Term, then in lieu of any benefits payable pursuant to the Company’s Executive Severance Policy (so long as the compensation and benefits payable hereunder equal or exceed those payable under said Policy) and in complete satisfaction and discharge of all of its obligations to Executive hereunder, the Company shall, provided Executive is not in breach of the provisions of Paragraph 7 hereof and except as provided in Paragraph 9 9(c) below, and conditioned upon Executive’s execution of a full release of claims, (A) provide Executive with monthly cash payments equal to continue Executive’s final monthly then current base salary (“Severance”) salary, without increase, for the remainder of the Term (the “Severance Period”)Term; provided thatprovided, if such payment is deferred in accordance with Section 409A of the Internal Revenue Code of 1986however, as amended (the “Code”), it shall accrue interest at the Deferred Compensation Administration Plan III Rate (the “DCAP Rate”) for the period of such deferral, which interest shall be paid together with such payment, and further provided that the Company’s obligation to make such Severance salary payments shall be reduced by any compensation received by Executive from a subsequent employer during the Severance Periodsuch term, (B) consider Executive for a bonus under the terms of the Company’s MIP for the fiscal year in which termination occurs (but not for any subsequent year) provided that any such bonus, if earned, shall be pro-rated to reflect the portion of the year for which Executive was actively employed, and shall be made at the time and in the manner applicable to MIP payments for current employees; provided, however, that, if such payment is deferred in accordance with Section 409A of the Code (“Section 409A”), it shall accrue interest at the DCAP Rate for the period of such deferral, which interest shall be paid together with such payment, (C) continue Executive’s automobile allowance and Executive Medical Plan benefits until the end of the Severance PeriodTerm, (D) subject to the express special forfeiture and repayment provisions of the respective plans (or the terms and conditions applicable thereto), continue the accrual and vesting of Executive’s rights, benefits and existing awards for the remainder of the Severance Period Term for purposes of the EBRP, ESBP, and the Stock Option and Restricted Stock Plan (or any other similar plan or arrangement); provided, however, that (unless otherwise provided by the terms of the applicable plan; or unless the Board, or any duly authorized Committee thereof, in its sole discretion determines otherwise) Executive shall in no event receive or be entitled either to additional grants or awards subsequent to the date of termination, nor “Approved Retirement” status, under the foregoing plans, and (E) terminate Executive’s participation in the Company’s tax-qualified profit-sharing plans, long-term incentive plan, and stock purchase plans, pursuant to the terms of the respective plans, as of the date of Executive’s termination of employment. (iii) For purposes of this Agreement, “Good Reason” shall mean any of the following actions, if taken without the express written consent of Executive: , (A) any material change by the Company in Executive’s functions, duties or responsibilities as Executive Senior Vice President and Group President, McKesson Information Solutions, which change would cause Executive’s position with the Company to become of less dignity, responsibility, importance, or scope as compared to the position and attributes that applied to Executive as of the Effective Date; , (B) any reduction in Executive’s base salary, other than a proportional reduction effected as part of an across-the the-board reduction affecting all executive employees of the Company; , (C) any material failure by the Company to comply with any of the provisions of the Agreement; , (D) the Company’s requiring Executive to be based at any office or location more than 25 miles from the office at which Executive is based as of the Effective Date, except for travel reasonably required in the performance of Executive’s responsibilities; , or (E) in the event of a Change in Control, any change in the level of officer within failure by the Company to whom Executive reports, as this reporting relationship existed immediately prior to a Change in Controlobtain the express assumption of the Agreement by any successor or assign of the Company.

Obligations of the Company on Termination of Employment. (i) If the Company terminates Executive’s employment pursuant to subparagraph 8(a) above and the Company’s action is affirmed as specified in subparagraph 8(b) above or Executive terminates his employment with the Company other than for Good Reason (as defined in subparagraph (d)(iii) below), then all of the Company’s obligations hereunder shall immediately cease and terminate. Executive shall thereupon have no further right or entitlement to additional salary, incentive compensation payments or awards, or any perquisites from the Company whatsoever, and Executive’s rights, if any, under the Company’s employee and executive benefit plans shall be determined solely in accordance with the express terms of the respective plans. (ii) If the Company terminates Executive’s employment pursuant to subparagraph 8(c) above or Executive terminates his employment with the Company for Good Reason prior to the expiration of the Term, then in lieu of any benefits payable pursuant to the Company’s Executive Severance Policy (so long as the compensation and benefits payable hereunder equal or exceed those payable under said Policy) and in complete satisfaction and discharge of all of its obligations to Executive hereunder, the Company shall, provided Executive is not in breach of the provisions of Paragraph 7 hereof and except as provided in Paragraph 9 9(c) below, and conditioned upon Executive’s execution of a full release of claims, (A) provide Executive with monthly cash payments equal to continue Executive’s final monthly then current base salary (“Severance”) salary, without increase, for the remainder of the Term (the “Severance Period”)Term; provided thatprovided, if such payment is deferred in accordance with Section 409A of the Internal Revenue Code of 1986however, as amended (the “Code”), it shall accrue interest at the Deferred Compensation Administration Plan III Rate (the “DCAP Rate”) for the period of such deferral, which interest shall be paid together with such payment, and further provided that the Company’s obligation to make such Severance salary payments shall be reduced by any compensation received by Executive from a subsequent employer during the Severance Periodsuch term, (B) consider Executive for a bonus under the terms of the Company’s MIP for the fiscal year in which termination occurs (but not for any subsequent year) provided that any such bonus, if earned, shall be pro-rated to reflect the portion of the year for which Executive was actively employed, and shall be made at the time and in the manner applicable to MIP payments for current employees; provided, however, that, if such payment is deferred in accordance with Section 409A of the Code (“Section 409A”), it shall accrue interest at the DCAP Rate for the period of such deferral, which interest shall be paid together with such payment, (C) continue Executive’s automobile allowance and Executive Medical Plan benefits until the end of the Severance PeriodTerm, (D) subject to the express special forfeiture and repayment provisions of the respective plans (or the terms and conditions applicable thereto), continue the accrual and vesting of Executive’s rights, benefits and existing awards for the remainder of the Severance Period Term for purposes of the EBRP, ESBP, and the Stock Option and Restricted Stock Plan (or any other similar plan or arrangement); provided, however, that (unless otherwise provided by the terms of the applicable plan; or unless the Board, or any duly authorized Committee thereof, in its sole discretion determines otherwise) Executive shall in no event receive or be entitled either to additional grants or awards subsequent to the date of termination, nor “Approved Retirement” status, under the foregoing plans, and (E) terminate Executive’s participation in the Company’s tax-qualified profit-sharing plans, long-term incentive plan, and stock purchase plans, pursuant to the terms of the respective plans, as of the date of Executive’s termination of employment. (iii) For purposes of this Agreement, “Good Reason” shall mean any of the following actions, if taken without the express written consent of Executive: (A) any material change by the Company in Executive’s functions, duties or responsibilities as Executive Senior Vice President and Group President, McKesson Supply Solutions, which change would cause Executive’s position with the Company to become of less dignity, responsibility, importance, or scope as compared to the position and attributes that applied to Executive as of the Effective Date; (B) any reduction in Executive’s base salary, other than a proportional reduction effected as part of an across-the the-board reduction affecting all executive employees of the Company; (C) any material failure by the Company to comply with any of the provisions of the Agreement; (D) the Company’s requiring Executive to be based at any office or location more than 25 miles from the office at which Executive is based as of the Effective Date, except for travel reasonably required in the performance of Executive’s responsibilities; or (E) in the event of a Change in Control, any change in the level of officer within failure by the Company to whom Executive reports, as this reporting relationship existed immediately prior to a Change in Controlobtain the express assumption of the Agreement by any successor or assign of the Company.

Obligations of the Company on Termination of Employment. (i) If the Company terminates Executive’s 's employment pursuant to subparagraph 8(a) above and the Company’s 's action is affirmed as specified in subparagraph 8(b) above or Executive terminates his employment with the Company other than for Good Reason (as defined in subparagraph (d)(iii) below)), then all of the Company’s 's obligations hereunder shall immediately cease and terminate. Executive shall thereupon have no further right or entitlement to additional salary, incentive compensation payments or awards, or any perquisites from the Company whatsoever, and Executive’s 's rights, if any, under the Company’s 's employee and executive benefit plans shall be determined deter- mined solely in accordance with the express terms of the respective plans.; (ii) If the Company terminates Executive’s 's employment pursuant to subparagraph 8(c) above or Executive terminates his employment with the Company for Good Reason prior to the expiration of the Termthis Agreement, then in lieu of any benefits payable pursuant to the Company’s 's Executive Severance Policy (so long as the compensation and benefits payable hereunder equal or exceed those payable under said Policy) and in complete satisfaction and discharge of all of its obligations to Executive hereunder, the Company shall, provided Executive is not in breach of the provisions of Paragraph 7 hereof hereof, and except as provided in Paragraph 9 10(c) below, and conditioned upon Executive’s execution of a full release of claims, (A) provide Executive with monthly cash payments equal to continue Executive’s final monthly 's then base salary (“Severance”) salary, without increase, for the remainder of the Term (the “Severance Period”); provided that, if such payment is deferred in accordance with Section 409A term of the Internal Revenue Code of 1986, as amended (the “Code”), it shall accrue interest at the Deferred Compensation Administration Plan III Rate (the “DCAP Rate”) for the period of such deferral, which interest shall be paid together with such payment, and further provided that the Company’s obligation to make such Severance payments shall be reduced by any compensation received by Executive from a subsequent employer during the Severance Periodthis Agreement, (B) consider Executive for a bonus continue Executive's incentive award compensation under the terms of the Company’s 's MIP for the each fiscal year ending with or within the term of this Agreement, such MIP awards to be equal, in which termination occurs (but not for any subsequent year) provided that any such bonuseach case, if earned, shall be pro-rated to reflect the portion of the year for which Executive was actively employed, and shall be made Executive's Individual Target Award existing at the time and in the manner applicable to MIP payments for current employees; provided, however, that, if such payment is deferred in accordance with Section 409A of the Code (“Section 409A”), it shall accrue interest at the DCAP Rate for the period his termination of such deferral, which interest shall be paid together with such paymentemployment, (C) continue accelerate the vesting of all stock options granted to Executive’s Executive Medical Plan benefits until the end of the Severance Period, (D) subject to continue Executive's automobile allowance until the express special forfeiture and repayment provisions of the respective plans (or the terms and conditions applicable thereto), continue the accrual and vesting of Executive’s rights, benefits and existing awards for the remainder of the Severance Period for purposes of the EBRP, ESBP, and the Stock Option and Restricted Stock Plan (or any other similar plan or arrangement); provided, however, that (unless otherwise provided by the terms of the applicable plan; or unless the Board, or any duly authorized Committee thereof, in its sole discretion determines otherwise) Executive shall in no event receive or be entitled either to additional grants or awards subsequent to the expiration date of termination, nor “Approved Retirement” status, under the foregoing plans, this Agreement and (E) terminate Executive’s 's participation in the Company’s tax-'s tax- qualified profit-sharing plans, long-term incentive plan, plans and stock purchase plans, pursuant to the terms of the respective plans, as of the date of Executive’s 's termination of employment. (iii) For purposes of this Agreement, “"Good Reason” " shall mean any of the following actions, if taken without the express written consent of Executive: , (A) any material change by the Company in Executive’s 's functions, duties or responsibilities as Executive Vice President and Group Presidentresponsibilities, which change would cause Executive’s 's position with the Company to become of less dignity, responsibility, importance, or scope as compared to the position and attributes that applied to Executive as of the Effective Date; (B) any significant reduction in Executive’s 's base salary, other than a proportional reduction effected as part of an across-the the- board reduction affecting all executive employees of the Company; (C) any material failure by the Company to comply with any of the provisions of the Agreement; (D) the Company’s 's requiring Executive to be based at any office or location more than 25 miles from the office at which Executive is based as of the Effective Date, except for travel reasonably required in the performance of Executive’s 's responsibilities; or (E) in the event of a Change in Control, any change in the level of officer within failure by the Company to whom Executive reports, as this reporting relationship existed immediately prior to a Change in Controlobtain the express assumption of the Agreement by any successor or assign of the Company.

Obligations of the Company on Termination of Employment. (i) If the Company terminates Executive’s employment pursuant to subparagraph 8(a) above and the Company’s action is affirmed as specified in subparagraph 8(b) above or Executive terminates his her employment with the Company other than for Good Reason (as defined in subparagraph (d)(iii) below), then all of the Company’s obligations hereunder shall immediately cease and terminate. Executive shall thereupon have no further right or entitlement to additional salary, incentive compensation payments or awards, or any perquisites from the Company whatsoever, and Executive’s rights, if any, under the Company’s employee and executive benefit plans shall be determined solely in accordance with the express terms of the respective plans. (ii) If the Company terminates Executive’s employment pursuant to subparagraph 8(c) above or Executive terminates his her employment with the Company for Good Reason prior to the expiration of the Term, then in lieu of any benefits payable pursuant to the Company’s Executive Severance Policy (so long as the compensation and benefits payable hereunder equal or exceed those payable under said Policy) and in complete satisfaction and discharge of all of its obligations to Executive hereunder, the Company shall, provided Executive is not in breach of the provisions of Paragraph 7 hereof and except as provided in Paragraph 9 below, and conditioned upon Executive’s execution of a full release of claims, (A) provide Executive with monthly cash payments equal to Executive’s final monthly base salary (“Severance”) for the remainder of the Term (the “Severance Period”); provided that, if such payment is deferred in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), it shall accrue interest at the Deferred Compensation Administration Plan III Rate (the “DCAP Rate”) for the period of such deferral, which interest shall be paid together with such payment, and further provided that the Company’s obligation to make such Severance payments shall be reduced by any compensation received by Executive from a subsequent employer during the Severance Period, (B) consider Executive for a bonus under the terms of the Company’s MIP for the fiscal year in which termination occurs (but not for any subsequent year) provided that any such bonus, if earned, shall be pro-rated to reflect the portion of the year for which Executive was actively employed, and shall be made at the time and in the manner applicable to MIP payments for current employees; provided, however, that, if such payment is deferred in accordance with Section 409A of the Code (“Section 409A”), it shall accrue interest at the DCAP Rate for the period of such deferral, which interest shall be paid together with such payment, (C) continue Executive’s Executive Medical Plan benefits until the end of the Severance Period, (D) subject to the express special forfeiture and repayment provisions of the respective plans (or the terms and conditions applicable thereto), continue the accrual and vesting of Executive’s rights, benefits and existing awards for the remainder of the Severance Period for purposes of the EBRP, ESBP, and the Stock Option and Restricted Stock Plan (or any other similar plan or arrangement); provided, however, that (unless otherwise provided by the terms of the applicable plan; or unless the Board, or any duly authorized Committee thereof, in its sole discretion determines otherwise) Executive shall in no event receive or be entitled either to additional grants or awards subsequent to the date of termination, nor “Approved Retirement” status, under the foregoing plans, and (E) terminate Executive’s participation in the Company’s tax-qualified profit-sharing plans, long-term incentive plan, and stock purchase plans, pursuant to the terms of the respective plans, as of the date of Executive’s termination of employment. (iii) For purposes of this Agreement, “Good Reason” shall mean any of the following actions, if taken without the express written consent of Executive: , (A) any material change by the Company in Executive’s functions, duties or responsibilities as Executive Vice President and Group President, McKesson Provider Technologies, which change would cause Executive’s position with the Company to become of less dignity, responsibility, importance, or scope as compared to the position and attributes that applied to Executive as of the Effective Date; , (B) any reduction in Executive’s base salary, other than a proportional reduction effected as part of an across-the the-board reduction affecting all executive employees of the Company; , (C) any material failure by the Company to comply with any of the provisions of the Agreement; , (D) the Company’s requiring Executive to be based at any office or location more than 25 miles from the office at which Executive is based as of the Effective Date, except for travel reasonably required in the performance of Executive’s responsibilities; , or (E) in the event of a Change in Control, any change in the level of officer within the Company to whom Executive reports, as this reporting relationship existed immediately prior to a Change in Control.

Obligations of the Company on Termination of Employment. (i) If the Company terminates Executive’s 's employment pursuant to subparagraph 8(a) above and the Company’s 's action is affirmed as specified in subparagraph 8(b) above or Executive terminates his employment with the Company other than for Good Reason (as defined in subparagraph (d)(iii) below)), then all of the Company’s 's obligations hereunder shall immediately cease and terminate. Executive shall thereupon have no further right or entitlement to additional salary, incentive compensation payments or awards, or any perquisites from the Company whatsoever, and Executive’s 's rights, if any, under the Company’s 's employee and executive benefit plans shall be determined solely in accordance with the express terms of the respective plans.; (ii) If the Company terminates Executive’s 's employment pursuant to subparagraph 8(c) above or Executive terminates his employment with the Company for Good Reason prior to the expiration of the Termthis Agreement, then in lieu of any benefits payable pursuant to the Company’s 's Executive Severance Policy (so long as the compensation and benefits payable hereunder equal or exceed those payable under said Policy) and in complete satisfaction and discharge of all of its obligations to Executive hereunder, the Company shall, provided Executive is not in breach of the provisions of Paragraph 7 hereof hereof, and except as provided in Paragraph 9 9(c) below, and conditioned upon Executive’s execution of a full release of claims, (A) provide Executive with monthly cash payments equal to continue Executive’s final monthly 's then base salary (“Severance”) salary, without increase, for the remainder of the Term (the “Severance Period”); provided thatterm of this Agreement, if such payment is deferred in accordance with Section 409A of the Internal Revenue Code of 1986provided, as amended (the “Code”)however, it shall accrue interest at the Deferred Compensation Administration Plan III Rate (the “DCAP Rate”) for the period of such deferral, which interest shall be paid together with such payment, and further provided that -------- ------- the Company’s 's obligation to make such Severance salary payments shall be reduced by any compensation received by Executive from a subsequent employer during the Severance Periodsuch term, (B) consider Executive for a bonus under the terms of the Company’s 's MIP for the fiscal year in which termination occurs (but not for any subsequent year) provided that any such bonus, if earned, shall be pro-rated to reflect the portion of the year for which Executive was actively employed, and shall be made at the time and in the manner applicable to MIP payments for current employees; provided, however, that, if such payment is deferred in accordance with Section 409A of the Code (“Section 409A”), it shall accrue interest at the DCAP Rate for the period of such deferral, which interest shall be paid together with such payment, (C) continue Executive’s 's automobile allowance and Executive Medical Plan benefits until the end expiration date of the Severance Periodthis Agreement, (D) subject to the express special forfeiture and repayment provisions of the respective plans (or the terms and conditions applicable thereto), continue the accrual and vesting of Executive’s 's rights, benefits and existing awards for the remainder of the Severance Period term of this Agreement for purposes of the EBRP, ESBP, and the Stock Option and Restricted Stock Plan (or any other similar plan or arrangement); , provided, however, that (unless otherwise provided by the terms of the applicable plan; or unless the -------- ------- Board, or any duly authorized Committee thereofCommittee, in its sole discretion discretion, determines otherwise) Executive shall in no event receive or be entitled either to additional grants or awards subsequent to the date of termination, nor “or "Approved Retirement” " status, under the foregoing plans, and (E) terminate Executive’s 's participation in the Company’s 's tax-qualified profit-sharing plans, long-term incentive plan, plans and stock purchase plans, pursuant to the terms of the respective plans, as of the date of Executive’s 's termination of employment. (iii) For purposes of this Agreement, “"Good Reason” " shall mean any of the following actions, if taken without the express written consent of Executive: , (A) any material change by the Company in Executive’s 's functions, duties or responsibilities as Executive Vice President and Group President, Medical Group, which change would cause Executive’s 's position with the Company to become of less dignity, responsibility, importance, or scope as compared to the position and attributes that applied to Executive as of the Effective Date; (B) any reduction in Executive’s 's base salary, other than a proportional reduction effected as part of an across-the the-board reduction affecting all executive employees of the Company; (C) any material failure by the Company to comply with any of the provisions of the Agreement; (D) the Company’s 's requiring Executive to be based at any office or location more than 25 miles from the office at which Executive is based as of the Effective Date, except for travel reasonably required in the performance of Executive’s 's responsibilities; or (E) in the event of a Change in Control, any change in the level of officer within failure by the Company to whom Executive reports, as this reporting relationship existed immediately prior to a Change in Controlobtain the express assumption of the Agreement by any successor or assign of the Company.

Obligations of the Company on Termination of Employment. (i) If the Company terminates Executive’s 's employment pursuant to subparagraph 8(a9(a) above and the Company’s 's action is affirmed as specified in subparagraph 8(b9(b) above or Executive terminates his employment with the Company other than for Good Reason (as defined in subparagraph (d)(iii) below)), then all of the Company’s 's obligations hereunder shall immediately cease and terminate. Executive shall thereupon have no further right or entitlement to additional salary, incentive compensation payments or awards, or any perquisites from the Company whatsoever, and Executive’s 's rights, if any, under the Company’s 's employee and executive benefit plans shall be determined solely in accordance with the express terms of the respective plans.; (ii) If the Company terminates Executive’s 's employment pursuant to subparagraph 8(c9(c) above or Executive terminates his employment with the Company for Good Reason prior to the expiration of the Termthis Agreement, then in lieu of any benefits payable pursuant to the Company’s 's Executive Severance Policy (so long as the compensation and benefits payable hereunder equal or exceed those payable under said Policy) and in complete satisfaction and discharge of all of its obligations to Executive hereunderhereunder (with the exception of Paragraph 6), the Company shall, provided Executive is not in breach of the provisions of Paragraph 7 hereof 8 hereof, and except as provided in Paragraph 9 10(c) below, and conditioned upon Executive’s execution of a full release of claims, (A) provide Executive with monthly cash payments equal to continue Executive’s final monthly 's then base salary (“Severance”) salary, without increase, for the remainder of the Term (the “Severance Period”); provided that, if such payment is deferred in accordance with Section 409A term of the Internal Revenue Code of 1986, as amended (the “Code”), it shall accrue interest at the Deferred Compensation Administration Plan III Rate (the “DCAP Rate”) for the period of such deferral, which interest shall be paid together with such payment, and further provided that the Company’s obligation to make such Severance payments shall be reduced by any compensation received by Executive from a subsequent employer during the Severance Periodthis Agreement, (B) consider Executive for a bonus continue Executive's incentive award compensation under the terms of the Company’s MIP 's Bonus Plan for the each fiscal year ending with or within the term of this Agreement, such Bonus awards to be equal, in which termination occurs (but not for any subsequent year) provided that any such bonuseach case, if earned, shall be pro-rated to reflect the portion of the year for which Executive was actively employed, and shall be made Executive's Individual Target Award existing at the time and in the manner applicable to MIP payments for current employees; provided, however, that, if such payment is deferred in accordance with Section 409A of the Code (“Section 409A”), it shall accrue interest at the DCAP Rate for the period his termination of such deferral, which interest shall be paid together with such paymentemployment, (C) continue Executive’s accelerate the vesting of all stock options granted to Executive Medical Plan benefits until the end of the Severance Period, and (D) subject to the express special forfeiture and repayment provisions of the respective plans (or the terms and conditions applicable thereto), continue the accrual and vesting of Executive’s rights, benefits and existing awards for the remainder of the Severance Period for purposes of the EBRP, ESBP, and the Stock Option and Restricted Stock Plan (or any other similar plan or arrangement); provided, however, that (unless otherwise provided by the terms of the applicable plan; or unless the Board, or any duly authorized Committee thereof, in its sole discretion determines otherwise) Executive shall in no event receive or be entitled either to additional grants or awards subsequent to the date of termination, nor “Approved Retirement” status, under the foregoing plans, and (E) terminate Executive’s 's participation in the Company’s 's tax-qualified profit-sharing plans, long-term incentive plan, plans and stock purchase plans, pursuant to the terms of the respective plans, as of the date of Executive’s 's termination of employment. (iii) For purposes of this Agreement, “"Good Reason” " shall mean any of the following actions, if taken without the express written consent of Executive: , (A) any material change by the Company in Executive’s 's functions, duties or responsibilities as Executive Vice President and Group Presidentresponsibilities, which change would cause Executive’s 's position with the Company to become of less dignity, responsibility, importance, or scope as compared to the position and attributes that applied to Executive as of the Effective Date; (B) any significant reduction in Executive’s 's base salary, other than a proportional reduction effected as part of an across-the the-board reduction affecting all executive employees of the Company; (C) any material failure by the Company to comply with any of the provisions of the Agreement; (D) the Company’s 's requiring Executive to be based at any office or location more than 25 miles from the office at which Executive is based as of the Effective Date, except for travel reasonably required in the performance of Executive’s 's responsibilities; or (E) in the event of a Change in Control, any change in the level of officer within failure by the Company to whom Executive reports, as this reporting relationship existed immediately prior to a Change in Controlobtain the express assumption of the Agreement by any successor or assign of the Company.

Obligations of the Company on Termination of Employment. (i) If the Company terminates Executive’s employment pursuant to subparagraph 8(a) above and the Company’s action is affirmed as specified in subparagraph 8(b) above or Executive terminates his employment with the Company other than for Good Reason (as defined in subparagraph (d)(iii) below), then all of the Company’s obligations hereunder shall immediately cease and terminate. Executive shall thereupon have no further right or entitlement to additional salary, incentive compensation payments or awards, or any perquisites from the Company whatsoever, and Executive’s rights, if any, under the Company’s employee and executive benefit plans shall be determined solely in accordance with the express terms of the respective plans. (ii) If the Company terminates Executive’s employment pursuant to subparagraph 8(c) above or Executive terminates his employment with the Company for Good Reason prior to the expiration of the Term, then in lieu of any benefits payable pursuant to the Company’s Executive Severance Policy (so long as the compensation and benefits payable hereunder equal or exceed those payable under said Policy) and in complete satisfaction and discharge of all of its obligations to Executive hereunder, the Company shall, provided Executive is not in breach of the provisions of Paragraph 7 hereof and except as provided in Paragraph 9 below, and conditioned upon Executive’s execution of a standard, full release of claimsclaims (it being understood that such release shall be mutual, and shall contain standard “carve-outs” from Executive’s release for indemnification rights, vested rights under pension, insurance and other benefit plans, and the like) (A) provide Executive with monthly cash payments equal to Executive’s final monthly base salary (“Severance”) for the remainder of the Term (the “Severance Period”); provided that, if such payment is deferred in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), it shall accrue interest at the Deferred Compensation Administration Plan III Rate (the “DCAP Rate”) for the period of such deferral, which interest shall be paid together with such payment, and further provided that the Company’s obligation to make such Severance payments shall be reduced by any compensation received by Executive from a subsequent employer during the Severance Period, (B) consider Executive for a bonus under the terms of the Company’s MIP for the fiscal year in which termination occurs (but not for any subsequent year) provided that any such bonus, if earned, shall be pro-rated to reflect the portion of the year for which Executive was actively employed, and shall be made at the time and in the manner applicable to MIP payments for current employees; provided, however, that, if such payment is deferred in accordance with Section 409A of the Code (“Section 409A”), it shall accrue interest at the DCAP Rate for the period of such deferral, which interest shall be paid together with such payment, (C) continue Executive’s Executive Medical Plan benefits until the end of the Severance Period, (D) subject to the express special forfeiture and repayment provisions of the respective plans (or the terms and conditions applicable thereto), continue the accrual and vesting of Executive’s rights, benefits and existing awards for the remainder of the Severance Period for purposes of the EBRP, ESBP, and the Stock Option and Restricted Stock Plan (or any other similar plan or arrangement); provided, however, that (unless otherwise provided by the terms of the applicable plan; or unless the Board, or any duly authorized Committee thereof, in its sole discretion determines otherwise) Executive shall in no event receive or be entitled either to additional grants or awards subsequent to the date of termination, nor “Approved Retirement” status, under the foregoing plans, and (E) terminate Executive’s participation in the Company’s tax-qualified profit-sharing plans, long-term incentive plan, and stock purchase plans, pursuant to the terms of the respective plans, as of the date of Executive’s termination of employment. (iii) For purposes of this Agreement, “Good Reason” shall mean any of the following actions, if taken without the express written consent of Executive: (A) any material change by the Company in Executive’s functions, duties or responsibilities as Executive Vice President and Group President, which change would cause Executive’s position with the Company to become of less dignity, responsibility, importance, or scope as compared to the position and attributes that applied to Executive as of the Effective Date; (B) any reduction in Executive’s base salary, other than a proportional reduction effected as part of an across-the board reduction affecting all executive employees of the Company; (C) any material failure by the Company to comply with any of the provisions of the Agreement; (D) the Company’s requiring Executive to be based at any office or location more than 25 miles from the office at which Executive is based as of the Effective Date, except for travel reasonably required in the performance of Executive’s responsibilitiesresponsibilities and consistent with practices as of the Effective Date; or (E) in the event of a Change in Control, any change in the level of officer within the Company to whom Executive reports, as this reporting relationship existed immediately prior to a Change in Control.

Obligations of the Company on Termination of Employment. (i) If the Company terminates Executive’s 's employment pursuant to subparagraph 8(a) above and the Company’s 's action is affirmed as specified in subparagraph 8(b) above or Executive terminates his employment with the Company other than for Good Reason (as defined in subparagraph (d)(iii) below)), then all of the Company’s 's obligations hereunder (other than the obligation to pay any accrued salary or benefits) shall immediately cease and terminate. Executive shall thereupon have no further right or entitlement to additional salary, incentive compensation payments or awards, or any perquisites from the Company whatsoever, and Executive’s 's rights, if any, under the Company’s 's employee and executive benefit plans shall be determined solely in accordance with the express terms of the respective plans. Notwithstanding the foregoing, termination by Executive without Good Reason shall not affect Executive rights with regard to vested options. (ii) In the event that Executive shall terminate his employment for any reason after Executive shall have been granted "Approved Retirement" status under the EBRP, as is contemplated in Section 4(d), Executive shall be eligible for the continuation of health benefits as are described in Section 8(d)(iii)(C). This provision will survive the termination of this Agreement. iii) If the Company terminates Executive’s 's employment pursuant to subparagraph 8(c) above or Executive terminates his employment with the Company for Good Reason prior to the expiration of the Termthis Agreement, then in lieu of any benefits payable pursuant to the Company’s 's Executive Severance Policy (so long as the compensation and benefits payable hereunder equal or exceed those payable under said Policy) and in complete satisfaction and discharge of all of its obligations to Executive hereunder, the Company shall, provided Executive is not in breach of the provisions of Paragraph 7 hereof hereof, and except as provided in Paragraph 9 9(c) below, and conditioned upon Executive’s execution of a full release of claims, (A) provide Executive with monthly cash payments equal to continue Executive’s final monthly 's then base salary (“Severance”) salary, without increase, for the remainder of the Term (the “Severance Period”); provided thatterm of this Agreement, if such payment is deferred in accordance with Section 409A of the Internal Revenue Code of 1986provided, as amended (the “Code”)however, it shall accrue interest at the Deferred Compensation Administration Plan III Rate (the “DCAP Rate”) for the period of such deferral, which interest shall be paid together with such payment, and further provided that the Company’s 's obligation to make such Severance salary payments shall be reduced by any compensation received by Executive from a subsequent employer during the Severance Periodsuch term, (B) consider Executive for a bonus under the terms of the Company’s 's MIP for the fiscal year in which termination occurs (but not for any subsequent year) provided that any such bonus, if earned, shall be pro-rated to reflect the portion of the year for which Executive was actively employed, and shall be made at the time and in the manner applicable to MIP payments for current employees; provided, however, that, if such payment is deferred in accordance with Section 409A of the Code (“Section 409A”), it shall accrue interest at the DCAP Rate for the period of such deferral, which interest shall be paid together with such payment, (C) continue Executive’s 's automobile allowance, financial planning allowance, and Executive Medical Plan benefits until the end expiration date of this Agreement, provided, however, that Executive may thereafter elect to -------- ------- continue his Executive Medical Plan benefits (or, at his choice, any lesser medical coverage offered by the Severance PeriodCompany at the time of termination) by paying the Company's actual cost for said benefit, (D) subject to the express special forfeiture and repayment provisions of the respective plans (or the terms and conditions applicable thereto), continue the accrual and vesting of Executive’s 's rights, benefits and existing awards for the remainder of the Severance Period term of this Agreement for purposes of the EBRP, ESBP, ESBP and the Stock Option and Restricted Stock Plan (or any other similar plan or arrangement); , provided, however, that -------- ------- (unless otherwise provided by the terms of the applicable plan; or unless the Board, or any duly authorized Committee thereofCommittee, in its sole discretion discretion, determines otherwise) Executive shall in no event receive or be entitled either to additional grants or awards subsequent to the date of termination, nor “or "Approved Retirement” " status, under the foregoing plans, and (E) terminate Executive’s 's participation in the Company’s tax-'s tax- qualified profit-sharing plans, long-term incentive plan, plans and stock purchase plans, pursuant to the terms of the respective plans, as of the date of Executive’s 's termination of employment. (iiiiv) For purposes of this Agreement, “"Good Reason” " shall mean any of the following actions, if taken without the express written consent of Executive: , (A) any material change by the Company in Executive’s 's functions, duties duties, or responsibilities as Executive Vice President and Group President, Information Technology Business, which change changes would cause Executive’s 's position with the Company to become of less dignity, responsibility, importance, importance or scope as compared to the position and attributes that applied to Executive as of the Effective Date; (B) any reduction in Executive’s 's base salary, other than a proportional reduction effected effect as part of an across-the the-board reduction affecting all executive employees executives of the Company; (C) any material failure by the Company to comply with any of the provisions of the Agreement; (D) the Company’s requiring requirement made by the Company that Executive change his manner of performing his responsibilities so as to be based at any office or location require a change in his residence; (E) a removal of the principal place of business of the ITB to a place more than 25 1,000 miles from the office at which Executive is based as Chicago, Illinois; (F) a Change of the Effective Date, except for travel reasonably required in the performance of Executive’s responsibilitiesControl; or (EG) in the event of a Change in Control, any change in the level of officer within failure by the Company to whom Executive reports, as this reporting relationship existed immediately prior to a Change in Controlobtain the express assumption of the Agreement by any successor or assign of the Company.