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McKesson Corp.

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$55	Preview Subscribers	2005	Agreement and Plan of Merger Agreement and Plan of Merger (213K) Doc #1202401: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER AMONG MCKESSON CORPORATION SPIRIT ACQUISITION CORPORATION AND D&K HEALTHCARE RESOURCES, INC. Dated as of July 8, 2005 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 ARTICLE II THE OFFER 12 . . . 1202401	McKesson McKesson Corp. ; McKesson McKesson Corp. ( Biotechnology & Drugs ) ;	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Agreement and Plan of Merger: Citigroup Global Markets, Inc – C) resolved to recommend that the holders of Shares accept the Offer and tender Shares pursuant to the Offer, and approve and adopt this Agreement and the Transactions, and (ii) Citigroup Global Markets, Inc . has delivered to the Board an opinion, which will be confirmed promptly in writing, that the $14.50 per Share dollar amount to be received by the holders of _____________ Citigroup Global Markets Inc – it has requested or (ii) made any material reduction in the scope or amount of its insurance coverage. SECTION 4.19 Brokers. No broker, finder or investment banker (other than Citigroup Global Markets Inc .) is entitled to any brokerage, finders or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company. The Company _____________ Citigroup Global Markets, Inc – based upon arrangements made by or on behalf of the Company. The Company has heretofore furnished to Parent a complete and correct copy of all agreements between the Company and Citigroup Global Markets, Inc . pursuant to which such firm would be entitled to any payment relating to the Transactions. SECTION 4.20 Intellectual Property. (a) Ownership of Intellectual Property Rights. Section 4.20( _____________ dt 1710680 ; Armstrong Armstrong Teasdale ( Legal ) As referenced in this Agreement and Plan of Merger: Armstrong Teasdale – D&K Healthcare Resources, Inc. 8235 Forsyth Boulevard St. Louis, Missouri 63105 Attention: J. Hord Armstrong, III Telephone: (888) 727-3485 Facsimile: (314) 727-1943 with a copy to: Armstrong Teasdale LLP One Metropolitan Square, Suite 2600 211 North Broadway St. Louis, Missouri 63102 Attention: John Gillis, Esq. Telephone: (314) 342-8007 Facsimile: (314) 612-2248 97 SECTION 10.03 _____________ dt 1729693
$57	Preview Subscribers	2005	Executive Medical Plan Executive Medical Plan (100K) Doc #1202478: Click preview link for longer preview. McKESSON CORPORATION EXECUTIVE MEDICAL PLAN (As Amended and Restated Effective January 1, 2004) TABLE OF CONTENTS A. PURPOSE 2 B. ERISA PLAN 2 C. PARTICIPATION OF EXECUTIVES 2 D. . . . 1202478	McKesson McKesson Corp. ;	McKesson McKesson Corp. ( Biotechnology & Drugs )
$47	Subscribers	2005	Executive Survivor Benefits Plan Executive Survivor Benefits Plan (35K) Doc #1202474: This document is immediately available for purchase, but does not have a preview available for viewing. 1202474	McKesson McKesson Corp. ;	McKesson McKesson Corp. ( Biotechnology & Drugs )
$40	Preview Subscribers	2003	Long-Term Incentive Plan [Amended and Restated 2002] Long-Term Incentive Plan [Amended and Restated 2002] (16K) Doc #313245: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.18 {SEQUENCE}6 {FILENAME}f90251exv10w18.txt {DESCRIPTION}EXHIBIT 10.18 {TEXT} {PAGE} EXHIBIT 10.18 McKESSON CORPORATION LONG-TERM INCENTIVE PLAN (As Amended and Restated Effective July 31, 2002) 1. NAME AND PURPOSE. The name of this plan is the McKesson Corporation Long-Term Incentive Plan (the "Plan"). Its purpose is to advance and promote the interests of the stockholders of McKesson Corporation, a Delaware corporation (the "Company") by attracting and retaining employees who strive for excellence, and to motivate those employees to set and achieve above-average financial objectives by providing competitive compensation for those who contribute most to the operating progress and earning power of the Company, its subsidiaries and affiliates. 2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a committee (the "Committee") consisting of not less than two directors of the Company to be appointed by the Board, each of whom is an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. No member of the Committee shall be eligible to receive benefits under the Plan. The Committee shall have the sole authority, in its absolute discretion, to adopt, amend, and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan, to construe and interpret the Plan, the rules and regulations, and to make all other determinations deemed necessary or advisable for the administration of the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all employees who participate in the Plan (the "Participants") and other interested parties. 3. ELIGIBILITY. Participation in the Plan shall be limited to those full-time, salaried key officers and/OR other employees of the Company, its subsidiaries and affiliates who are selected from time to time by the Committee. Participants in the Plan are also eligible to participate in any incentive plan of the Company. 4. CALCULATION OF AWARDS. Awards under the Plan shall be made in the sole discretion of the Committee. After the close of the period for which an award may be made (a "Performance Period"), the Committee shall determine the dollar amount of the award to be made to each Participant whom the Committee has selected to be an award recipient for that Performance Period; provided, however, that the award amount for any individual who is a "covered employee" (as defined in regulations adopted pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended) of the Company on the last day of a Performance Period (the "Specified Officers") shall be subject to the following limitations: 1 {PAGE} (a) 5% of the Company's aggregate "Annual Income" for the Performance Period shall be set aside for awards to the Specified Officers. For this purpose, "Annual Income" shall mean reported net income before special items. (b) The maximum awards to the following Specified Officers shall equal the indicated percentage of the aggregate fund set forth in (a) above, determined pursuant to the following schedule: {TABLE} {CAPTION} Officer Percentage ------- ---------- {S} {C} Chief executive officer 40% The four highest compensated officers (other than the CEO) 15% each Total 100% {/TABLE} (c) The Committee in its sole discretion may reduce the award otherwise payable to any Specified Officer as determined above, but in no event may any such reduction result in an increase of the award payable to any other Participant, including but not limited to any other Specified Officer. 5. PAYMENT OF AWARDS. All awards to Participants pursuant to the Plan shall be paid in cash, provided, however, that, at the Participant's election, receipt of all or part of an award may be deferred under the terms of the Company's Deferred Compensation Administration Plan II in the manner prescribed by regulations established by the Committee. A Participant shall have no right to receive payment of any award under the Plan unless he or she has satisfied regulations prescribed by the Committee at the time of making the award and the Committee has determined that the performance objectives applicable to such award, if any, have been achieved. Any other provision of the Plan to the contrary notwithstanding, if the Committee determines that a Participant has engaged in any of the actions described in (c) below, the consequences set forth in (a) and (b) below shall result: (a) Any outstanding award shall be forfeited immediately and automatically and shall not be payable to the Participant under any circumstances. (b) If the Participant received payment of an award within six months prior to the date that the Company discovered that the Participant engaged in any action described in (c) below the Participant, upon written notice from the Company, shall immediately repay to the Company in cash the amount of such award (including any amounts withheld pursuant to Paragraph 8). 2 {PAGE} (c) The consequences described in (a) and (b) shall apply if the Participant, either before or after termination of employment with the Company or one of its subsidiaries or affiliates: (i) discloses to others, or takes or uses for his or her own purpose or the purpose of others, any trade secrets, confidential information, knowledge, data or know-how belonging to the Company or any of its subsidiaries or affiliates and obtained by the Participant during the term of his or her employment, whether or not they are the Participant's work product. Examples of such confidential information or trade secrets include (but are not limited to) customer lists, supplier lists, pricing and cost data, computer programs, delivery routes, advertising plans, wage and salary data, financial information, research and development plans, processes, equipment, product information and all other types and categories of information as to which the Participant knows or has reason to know that the Company or its subsidiaries or affiliates intends or expects secrecy to be maintained; (ii) fails to promptly return all documents and other tangible items belonging to the Company or any of its subsidiaries or affiliates in the Participant's possession or control, including all complete or partial copies recordings, abstracts, notes or reproductions of any kind made from or about such documents or information contained therein, upon termination of employment, whether pursuant to retirement or otherwise; 313245	McKesson McKesson Corp. ;	McKesson McKesson Corp. ( Biotechnology & Drugs )
$29	Preview Subscribers	2002	Management Incentive Plan (1989) [Amended 2001] Management Incentive Plan (1989) [Amended 2001] (18K) Doc #141451: Click preview link for longer preview. MCKESSON CORPORATION 1989 MANAGEMENT INCENTIVE PLAN AMENDED AS OF JULY 25, 2001 The name of this plan shall be the McKesson Corporation 1989 Management Incentive Plan. This Plan replaces in their entirety both the Company's Management Incentive Plan and its Performance Award Plan for Key Employees. This Plan is effective for fiscal years of the Company commencing on and after April 1, 1989. This Plan was last approved by the stockholders of the Corporation on July 25, 2001. A. PURPOSE The purpose of the Plan is to attract, retain and motivate key employees by providing cash incentive awards to designated executive, managerial and professional employees of the Company, its subsidiaries and affiliates. The Plan is designed to link managers' interests more closely with the interests of the Company's shareholders. The Plan is established as a single incentive plan to reward designated executives, managers and professionals who contribute to shareholder value. Each Participant's award will take into account corporate performance as well as, where appropriate, his or her own business unit's performance. The Plan also provides that awards will reflect individual performance, subject to Article G. Incentive awards paid under this Plan are intended to qualify as performance-based compensation deductible by the Company under the Code. B. ADMINISTRATION The Compensation Committee of the Board of Directors ("Committee") shall have full power and authority, subject to the provisions of the Plan, to review and approve the designation of Participants and to promulgate such rules and regulations as it deems necessary for the proper administration of the Plan, to interpret the provisions and supervise the administration of the Plan, and to take all action in connection therewith or in relation to the Plan as it deems necessary or advisable. Decisions and selections of the Committee shall be made by a majority of its members and, if made pursuant to the provisions of the Plan, shall be final. Any decision reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made at a meeting duly held. The Committee shall consist solely of Disinterested Persons, in conformance with Section 162(m) of the Code ("Section 162(m)"). 141451	McKesson McKesson Corp. ;	McKesson McKesson Corp. ( Biotechnology & Drugs )
$41	Preview Subscribers	2004	Deferral Plan Deferral Plan (26K) Doc #313226: Click preview link for longer preview. McKESSON CORPORATION 1997 NON-EMPLOYEE DIRECTORSï¿½ EQUITY COMPENSATION AND DEFERRAL PLAN (As Amended through January 29, 2003) 1. Purpose of the Plan. The purpose of the McKesson Corporation 1997 Non-Employee Directorsï¿½ Equity Compensation and Deferral Plan (the ï¿½Planï¿½) is to attract and retain qualified individuals not employed by McKesson Corporation (the ï¿½Companyï¿½) 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. . . . 313226	McKesson McKesson Corp. ;	McKesson McKesson Corp. ( Biotechnology & Drugs )
$41	Preview Subscribers	2003	Deferral Plan Deferral Plan (29K) Doc #313243: Click preview link for longer preview. McKESSON CORPORATION 1997 NON-EMPLOYEE DIRECTORS' EQUITY COMPENSATION AND DEFERRAL PLAN (As Amended through October 25, 2002) 1. Purpose of the Plan. The purpose of the McKesson Corporation 1997 Non-Employee Directors' Equity Compensation and Deferral Plan (the "Plan") is to attract and retain qualified individuals not employed by McKesson Corporation (the "Company") or its subsidiaries to serve on the Board of Directors of the Company and to further . . . 313243	McKesson McKesson Corp. ;	McKesson McKesson Corp. ( Biotechnology & Drugs )
$42	Preview Subscribers	2002	Deferral Plan Deferral Plan (26K) Doc #313272: Click preview link for longer preview. MCKESSON CORPORATION 1997 NON-EMPLOYEE DIRECTORS' EQUITY COMPENSATION AND DEFERRAL PLAN (As Amended Through July 31, 2001) 1. Purpose of the Plan. The purpose of the McKesson Corporation 1997 Non-Employee Directors' Equity Compensation and Deferral Plan (the "Plan") is to attract and retain qualified individuals not employed by McKesson Corporation (the "Company") or its subsidiaries to serve on the Board of Directors of the Company and to further align . . . 313272	McKesson McKesson Corp. ;	McKesson McKesson Corp. ( Biotechnology & Drugs )
$34	Preview Subscribers	2000	Restricted Stock Plan Restricted Stock Plan (18K) Doc #313326: Click preview link for longer preview. McKESSON HBOC, INC. STATEMENT OF TERMS AND CONDITIONS APPLICABLE TO SHARES OF RESTRICTED STOCK GRANTED PURSUANT TO OUTSIDE THE PLAN III STOCK OPTION AND RESTRICTED STOCK PLAN (As amended through January 20, 2000) Unless otherwise stated in an Agreement (as defined herein) the following terms and conditions shall apply to shares of restricted stock ("Restricted Stock") granted under the McKesson HBOC, Inc. (the "Company") . . . 313326	McKesson McKesson Corp. ;	McKesson McKesson Corp. ( Biotechnology & Drugs )

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