EXHIBIT 10.6
McKESSON HBOC, INC.
1997 NON-EMPLOYEE DIRECTORS' EQUITY COMPENSATION
AND DEFERRAL PLAN
(As amended through January 27, 1999)
1. Purpose of the Plan. The purpose of the McKesson HBOC, Inc. 1997 Non-
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Employee Directors' Equity Compensation and Deferral Plan (the "Plan") (formerly
known as the McKesson Corporation 1997 Non-Employee Directors' Equity
Compensation and Deferral Plan) is to attract and retain qualified individuals
not employed by McKesson HBOC, Inc. (the "Company") or its subsidiaries to serve
on the Board of Directors of the Company and to further align the interests of
such non-employee directors with those of the stockholders of the Company. Once
approved, the Plan shall replace the Company's Directors' Retirement Program and
shall be in lieu of participation by non-employee directors in the Company's
1994 Stock Option and Restricted Stock Plan.
2. Definitions.
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(a) "Annual Meeting" shall mean the annual meeting of the stockholders of
the Company.
(b) "Annual Retainer" shall mean any retainer fee paid to a non-employee
director for service on the Board during a Director Year.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Change in Control" of the Company shall mean the occurrence of any of
the following events:
(i) any "person" (as such term is used in sections 13(d) and 14(d)
of the Exchange Act), excluding the Company or any of its affiliates, a
trustee or any fiduciary holding securities under an employee benefit plan
of the Company or any of its affiliates, an underwriter temporarily holding
securities pursuant to an offering of such securities or a corporation
owned, directly or indirectly, by stockholders of the Company in
substantially the same proportions as their ownership of the Company, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 30%
or more of the combined voting power of the Company's then outstanding
securities; or
(ii) during any period of not more than two consecutive years,
individuals who at the beginning of such period constitute the Board and
any new director (other than a director designated by a Person who has
entered into an agreement with the Company to
effect a transaction described in clause (i), (iii) or (iv) of this
paragraph) whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority
thereof; or
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (A) a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity), in combination with the ownership of
any trustee or other fiduciary holding securities under an employee benefit
plan of the Company, at least 50% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no person acquires more than 50% of the
combined voting power of the Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company's assets.
Notwithstanding the foregoing, no Change in Control shall be deemed to have
occurred if there is consummated any transaction or series of integrated
transactions immediately following which the holders of the Common Stock
immediately prior to such transaction or series of transactions continue to have
the same proportionate ownership in an entity which owns all or substantially
all of the assets of the Company immediately prior to such transaction or series
of transactions.
(e) Prior to January 27, 1999 the "Committee" shall mean the Committee on
Directors and Corporate Governance. Effective January 27, 1999 "Committee" shall
mean the Compensation Committee of the Board of Directors.
(f) "Committee Chairman Retainer" shall mean any fee paid to a non-
employee director for service as the chairman of any committee of the Board.
(g) "Common Stock" shall mean shares of Common Stock, par value $0.01 per
share, of the Company.
(h) "DCAP II" shall mean the McKesson HBOC, Inc. Deferred Compensation
Administration Plan II, as amended from time to time.
(i) "Director Year" shall mean a calendar year.
(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
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(k) "Fair Market Value" of a share of Common Stock as of a particular date
shall mean, if the Common Stock is not listed or admitted to trading on a stock
exchange, the average between the lowest reported bid price and highest reported
asked price of the Common Stock on such date in the over-the-counter market, or,
if the Common Stock is then listed or admitted to trading on any stock exchange,
the composite closing price on such date as reported in The Wall Street Journal.
(l) "Fees" shall mean the sum, for any Director Year, of the Annual
Retainer, Meeting Fees and Committee Chairman Retainer.
(m) "Meeting Fees" shall mean any fees paid to a non-employee director for
attending a meeting of the Board or a committee of the Board, including any fees
paid to a non-employee director for extraordinary or special Board and/or
committee meetings.
(n) "Participant" shall mean a non-employee director of the Company
participating in the Plan.
(m) "Restricted Stock Unit" shall mean a right to receive, in accordance
with the conditions set forth herein, a share of the Common Stock or,
alternatively, a cash payment equal to the Fair Market Value of a share of
Common Stock.
(p) "Retainer Option" shall mean a stock option granted pursuant to the
Plan in lieu of all or a portion of a Participant's Annual Retainer, as provided
in Sections 6(c) and 6(d)(iv).
3. Effective Date, Duration of Plan. This Plan shall become effective as of
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January 1, 1997, subject to the approval of the Plan by the stockholders of the
Company; provided, that if the Plan is so approved, any election made hereunder
prior to such approval shall be deemed effective as of the date such election
was made. The Plan will terminate on December 31, 2006 or such earlier date as
determined by the Board; provided that no such termination shall affect rights
earned or accrued under the Plan prior to the date of termination.
4. Participation. Subject to the prior approval of the Committee, each
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member of the Board who is not an employee of the Company or any of its
subsidiaries shall be eligible to participate in the Plan.
5. Common Stock Subject to the Plan.
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(a) Subject to Section 5(b) below, the maximum aggregate number of shares
authorized to be issued under the Plan shall be 500,000. All Restricted Stock
Units issued hereunder, whether or not distributed in the form of Common Stock,
shall count against such maximum. If any options granted hereunder cease to be
exercisable in whole or in part, any shares subject thereto but with respect to
which such option had not been exercised, shall not count against such maximum.
As the Committee shall determine from time to time, the Common Stock may consist
of either shares of authorized but unissued Common Stock, or shares of
authorized and issued Common Stock reacquired by the Company and held in its
treasury.
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(b) In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, stock or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or share exchange or
other similar corporate transaction or event affects the Common Stock such that
an adjustment is determined by the Committee to be appropriate to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee may, in its sole discretion
and in such manner as it may deem equitable, adjust any or all of (i) the number
of shares of Common Stock subject to the Plan, (ii) the number of shares of
Common Stock subject to outstanding awards under the Plan, and (iii) the grant
or exercise price with respect to any option.
6. Restricted Stock Units; Deferrals.
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(a) Transition Grant. As soon as practicable following January 1, 1997,
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each Participant shall receive an initial grant (the "Transition Grant") of a
number of Restricted Stock Units in consideration for the termination of such
Participant's accrued benefits and rights under the Company's Director's
Retirement Program (the "Prior Plan"); provided that the Transition Grant shall
be subject to the receipt by the Company of a written release from the
Participant, in the form approved by the Committee, consenting to such
termination. The number of Restricted Stock Units granted to a Participant in
respect of the Transition Grant shall equal the Accrued Benefit (as defined
below), divided by the Fair Market Value of a share of Common Stock as of
December 31, 1996. A Participant's Accrued Benefit shall equal his or her
accrued benefit under the Prior Plan, as of December 31, 1996.
(b) Annual Grant. On the date of each Annual Meeting prior to the
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termination or expiration of the Plan, beginning with the 1997 Annual Meeting,
each Participant shall receive a grant of 400 Restricted Stock Units. Effective
January 27, 1999, the annual grants of 400 Restricted Stock Units shall be
discontinued.
(c) Mandatory Deferral. On each date that any portion of the Annual
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Retainer would otherwise be payable to a Participant prior to the termination or
expiration of the Plan, each such Participant shall be required to defer the
receipt of an amount equal to fifty percent (50%) of such portion of Annual
Retainer, which amount shall be deferred in the form of Restricted Stock Units
or Retainer Options, as elected by the Participant prior to the end of the
calendar year preceding the year in which the Annual Retainer is payable. In the
event that a participant fails to make such an election with respect to any
calendar year in which he or she receives payment of an Annual Retainer, the
Participant shall be deemed to have elected to receive the Annual Retainer in
the form of Restricted Stock Units. The number of Restricted Stock Units granted
to a Participant in respect of such deferral shall equal the Annual Retainer so
deferred, divided by the Fair Market Value of a share of Common Stock as of the
last trading day of the calendar quarter immediately preceding the date such
Annual Retainer would otherwise be payable. To the extent applicable, Restricted
Stock Units granted pursuant to this paragraph shall be subject to the same
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terms and conditions described in Section 6(d)(ii) below. The number of Retainer
Option shares granted to a Participant in respect of such deferral shall be
determined using the same conversion rate as employed in that year for the
purpose of determining the number of stock option shares to be granted to
employees in lieu of awards under the Company's Management Incentive Plan.
(d) Optional Deferral. All Fees (other than the portion of Annual Retainer
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subject to Mandatory Deferral described above) earned by a Participant in each
Director Year prior to the termination or expiration of the Plan shall be
subject to the following payment and deferral options. Each Participant may
elect by written notice to the Company, in accordance with the procedures
established by the Company, to participate in such payment and deferral options.
(i) Cash Alternative. Unless a valid election is made in accordance
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with the procedures established by the Company, each Participant shall
receive payment of all Fees (other than the portion of Annual Retainer
subject to Mandatory Deferral described above) in the form of cash.
(ii) Restricted Stock Unit Alternative. Subject to executing a valid
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election with the Company (the "RSU Election"), each Participant may elect
to defer all or any portion of his or her Fees (other than the portion of
Annual Retainer subject to Mandatory Deferral described above) in the form
of Restricted Stock Units. The number of Restricted Stock Units granted
shall equal the amount of Fees so deferred, divided by the Fair Market
Value of the Common Stock as of the last trading day of the calendar
quarter immediately preceding the date such Fees would otherwise be
payable. The RSU Election (A) shall be in the form of a document executed
by the Participant and filed with the Secretary of the Company, (B) shall
be made before the first day of the calendar year in which the applicable
Fees are earned and shall become irrevocable on the last day prior to the
beginning of such calendar year, and (C) shall continue until the
Participant ceases to serve as a director of the Company or until he or she
terminates or modifies such election by written notice to the Company in
accordance with the procedures established by the Company, any such
termination or modification to be effective as of the end of the calendar
year in which such notice is given with respect to Fees otherwise payable
in subsequent calendar years. Any person who becomes a Participant during
any Director Year may execute an RSU Election prior to commencing service
on the Board with respect to Fees to be earned for the remainder of such
year and for future Director Years in accordance with the procedures
established by the Company.
Each Restricted Stock Unit shall entitle the holder to, upon
distribution thereof (A) receive a cash payment equal to the Fair Market
Value of one share of Common Stock, or (B) have issued in his or her name
one share of Common Stock. In either case, each such Restricted Stock Unit
shall terminate upon distribution.
The Company shall credit each Participant holding Restricted Stock
Units with a number of additional Restricted Stock Units equal to any
dividends and other
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distributions paid by the Company on an equivalent number of shares of
Common Stock, as of the date such dividends or distributions are payable.
Such additional Restricted Stock Units shall thereafter be treated as any
other Restricted Stock Units issued under the Plan. Restricted Stock Units
may not be sold, transferred, assigned, pledged or otherwise encumbered or
disposed of until such time as share certificates for Common Stock are
issued.
Each Participant issued Restricted Stock Units shall execute a valid
distribution election in accordance with the procedures established by the
Committee (the "Distribution Election"). The Distribution Election shall
indicate (A) whether distribution shall be made in the form of Common Stock
or cash, (B) whether the distribution shall be made in a single allotment
or in substantially equal annual installments over a period not to exceed
ten (10) years and (C) with respect to Distribution Elections filed on or
after October 28, 1998, the date on which the distribution shall commence
in accordance with the next paragraph. The Distribution Election (D) shall
be in the form of a document executed by the participant and filed with the
Secretary of the Company, (E) shall be made no later than twelve (12)
months prior to the distribution date and (F) shall become irrevocable
twelve (12) months prior to the distribution date.
With respect to a Distribution Election completed on or after October
28, 1998, the Participant shall elect whether distributions shall commence
as soon as practicable after (i) the first business day of January of the
calendar year following the Participant's cessation from service as a
director of the Company; or (ii) the first business day of January of any
calendar year, provided that such calendar year is not later than the
calendar year following the calendar year in which the Participant attains
age 72. All other distributions shall commence as soon as practicable after
the first business day of the January following the Participant's cessation
from service as a director of the Company. If no valid Distribution
Election is made, the Restricted Stock Units shall be distributed in a lump
sum as soon as practicable after the first business day of January of the
calendar year following the Participant's cessation from service as a
director of the Company, in the form of cash. Participants who receive
Restricted Stock Units shall have no rights as stockholders with respect to
such Restricted Stock Units until share certificates for Common Stock are
issued. Notwithstanding any provision to the contrary, any fractional
shares of Common Stock issuable hereunder shall be paid in cash.
Upon the occurrence of a Change in Control, Common Stock to be issued
in respect of all Restricted Stock Units shall be immediately distributed.
(iii) DCAP II Alternative. Subject to executing an election in
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accordance with the procedures established by the Company and the terms of
DCAP II, each Participant may elect to defer all or any portion of his or
her Fees (other than the portion of Annual Retainer subject to Mandatory
Deferral described above) under DCAP II.
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(iv) Retainer Option Alternative. Subject to executing an election in
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accordance with the procedures established by the Company, each Participant
may elect to receive the portion of Annual Retainer not subject to
Mandatory Deferral, as described in Section 6(c) above, in the form of
Retainer Options. The number of Retainer Option shares granted to a
Participant with respect to such deferral shall be determined in the manner
described in Section 6(c) above.
7. Stock Options.
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(a) Discretionary Grants. The Committee may, in its sole discretion, grant
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options to purchase Common Stock to Participants, pursuant to such terms and
conditions that it may deem advisable, so long as not inconsistent with Section
7(d) below or any other terms of this Plan.
(b) Formula Grants. Each Participant then serving as a non-employee
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director of the Company shall automatically receive, on the date of each January
meeting of the Board, an option to purchase 10,000 shares of Common Stock
(subject to adjustment as provided in Section 5(b) above); provided, however,
that a Participant who is elected to the Board after the January meeting of the
Board shall be granted, as of the date of election, a prorated number of options
with respect to the initial year of participation in the Plan, based on the
number of full calendar quarters remaining in the calendar year in which the
Participant is elected to the Board. The options granted pursuant to this
Section 7(b) shall be immediately exercisable in full and have an option term of
ten years.
(c) Retainer Option Grants. At the same time that the Company makes stock
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option grants annually to eligible employees, each Participant who has made an
election to receive a Retainer Option pursuant to Section 6(c) or 6(d)(iv) with
respect to all or any portion of the Annual Retainer to be paid in such year
shall be granted an option to purchase that number of shares of Common Stock
determined pursuant to Section 6(c) and/or Section 6(d)(iv), as applicable. The
terms of such Retainer Options shall be as prescribed by the Committee, so long
as such terms are not inconsistent with Section 7(d) below or any other terms of
this Plan.
(d) Terms and Conditions of Options. Except as provided in Section 7(b)
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above, the following terms and conditions shall apply to all options granted to
Participants under the Plan.
(i) The exercise price of each option shall not be less than the
Fair Market Value of the Common Stock covered by the option on the date the
option is granted.
(ii) Each option granted pursuant to the Plan shall be evidenced by a
written grant agreement (the "Agreement") executed by the Company and the
person to whom such option is granted which shall provide such terms and
conditions as the Committee may determine, in its sole discretion, so long
as not inconsistent with the terms of this Plan.
(iii) The term of each option shall be for no more than ten years.
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(iv) The Agreement may contain such other terms, provisions, and
conditions as may be determined by the Committee (not inconsistent with
this Plan). Unless otherwise provided in the Agreement and excluding
options granted under paragraph (b) above, the Committee may, in its sole
discretion, extend the post-termination exercise period with respect to an
option (but not beyond the original term of such option).
(v) Payment of the purchase price upon exercise of any option shall
be made in cash; provided that the Committee, in its sole discretion, may
permit an option holder to pay the option price by such other method that
it may deem appropriate, including, without limitation, by tendering to the
Company shares of Common Stock owned by the option holder, and having a
Fair Market Value equal to the option price. Such stock surrender method
may permit an election by the option holder to have the unrealized gain
with respect to the option denominated in stock units (based on the fair
market value of a share of Common Stock on the date of exercise) and paid
in shares of Common Stock at the time specified by the Participant at the
time of making the stock surrender option gain deferral election. During
the deferral period each such stock unit shall be credited with additional
stock units equal to any dividends or other distributions paid by the
Company on an equivalent number of shares of Common Stock, as of the date
such dividends or distributions are payable. Stock units may not be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of until
such time as share certificates for Common Stock are issued.
(vi) All such options shall be designated as stock options which do
not qualify under Section 422 of the Internal Revenue Code of 1986, as
amended.
(vii) Unless otherwise provided in an Agreement, options granted under
the Plan will become immediately and fully vested and exercisable upon the
occurrence of a Change in Control.
8. Administration. The Plan shall be administered by the Committee. The
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Committee shall have full power to interpret the Plan and formulate additional
details and regulations for carrying out the Plan. Any decision or
interpretation adopted by the Committee shall be final and conclusive.
9. No Right to Serve. Nothing in the Plan shall confer upon any
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Participant the right to remain in service as a member of the Board.
10. Amendment and Termination. The Board at any time may amend or terminate
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the Plan; provided that any such amendment or termination does not adversely
affect the rights of any Participant.
11. Governing Law. The validity, construction and effect of the Plan and
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any such actions taken under or relating to the Plan shall be determined in
accordance with the laws of the State of California.
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12. Notices. All notices under this Plan shall be sent in writing to the
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Secretary of the Company. All correspondence to the Participants shall be sent
in writing to the Participant at the address which is their recorded address as
listed on the most recent election form or as specified in the Company's
records.
13. Unfunded Status of Awards. The Plan is intended to constitute an
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"unfunded" plan for incentive and deferred compensation. Nothing contained
hereunder shall give any Participant any rights that are greater than those of
an unsecured general creditor of the Company.
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