McKesson 2005 Annual Report Download - page 170

g. Engages in conduct which is not in good faith and which disrupts, damages, impairs or interferes with the business, reputation or
employees of the Company.
The Compensation Committee shall determine in its sole discretion whether the Executive has engaged in any of the acts set forth in
Sections F.2.a through F.2.g above, and its determination shall be conclusive and binding on all interested persons.
Any provision of this Section which is determined by a court of competent jurisdiction to be invalid or unenforceable shall be construed or
limited in a manner that is valid and enforceable and that comes closest to the business objectives intended by such invalid or unenforceable
provision, without invalidating or rendering unenforceable the remaining provisions of this Section.
G. SOURCE OF PAYMENT
Amounts paid under Section D of this Plan may be paid from insurance policy proceeds on the life of the Executive or from the general
funds of the Company, and each Executive and his or her Beneficiary shall be no more than an unsecured general creditor of the Company with
no special or prior right to any assets of the Company for payment of any obligations hereunder. Nothing contained in this Plan shall be
deemed to create a trust of any kind for the benefit of any Executive or Beneficiary, or create any fiduciary relationship between the Company
and any Executive or Beneficiary with respect to any assets of the Company.
H. MISCELLANEOUS
1. Withholding. The Executive or any Beneficiary shall make appropriate arrangements with the Company for the satisfaction of any
federal, state or local income tax withholding requirements and social security or other employee tax requirements applicable to the provision
of benefits under this Plan. If no such arrangements are made, the Company may provide, at its discretion, for such withholding and tax
payments as may be required.
2. No Assignment. The benefits provided under this Plan and a Beneficiary’s rights may not be alienated, assigned, transferred, pledged, or
hypothecated by any person, at any time, unless such benefits are payable from the proceeds of an insurance policy. Such benefits shall be
exempt from the claims of creditors or other claimants and from all orders, decrees, levies, garnishments, or executions to the fullest extent
allowed by law.
3. Applicable Law and Severability. The Plan hereby created shall be construed, administered and governed in all respects in accordance
with ERISA and the laws of the State of California to the extent that the latter are not preempted by ERISA. If any provision of this instrument
shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereunder shall continue to be
effective. If any provision this amendment and restatement is deemed to be a “material modification” of this Plan which would cause amounts
deferred or accrued under this Plan prior to 2005 to be subject to the deferred compensation provisions of section 885 of the American Jobs
Creation Act of 2004, if such legislation is enacted into law, such provision shall be null, void and without effect retroactive to
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