Senior Advisor Agreement
This Senior Advisor Agreement (the Agreement) is entered into as of March 15, 2019, by and between John H. Hammergren (Advisor) and McKesson Corporation (the Company).
WHEREAS, Advisor will retire from his employment as Chief Executive Officer of the Company effective March 31, 2019;
WHEREAS, the Company desires to provide an orderly transition of Advisors duties and responsibilities and Advisor desires to assist the Company in realizing an orderly transition; and
NOW, THEREFORE, in furtherance of the foregoing, the Advisor and the Company agree as follows:
1. Retirement. Advisor is retiring from his employment as the Chief Executive Officer of the Company, and from service as Chairman of the board of directors of the Company (the Board), effective as of March 31, 2019. At such time, Advisor will be entitled to such payments and benefits as provided in the Amended and Restated Employment Agreement between Advisor and the Company, dated as of November 1, 2008 (the Employment Agreement), upon a Retirement (as defined in the Employment Agreement), and except as provided herein, nothing in this Agreement is intended to alter or modify the terms of the Employment Agreement.
2. Consulting Services. Advisor shall provide the following services (the Services): (i) continued service as the Chairman of Change Healthcare, LLC (Change Healthcare) as the Companys representative thereon until such time as otherwise determined by the Board; (ii) advice to the Company with respect to its investment in Change Healthcare and strategic alternatives with respect thereto; and (iii) such other services as may reasonably be requested from time to time.
3. Continuing Obligations under the Employment Agreement. Advisor will continue to be subject to his obligations to the Company under Section 6 of the Employment Agreement; provided that for purposes of such provisions, (i) the Term shall also include the Term of this Agreement (as defined below), (ii) references to Executives employment shall include Advisors services under this Agreement and (iii) the Restricted Period shall end on the later of (a) March 31, 2021 and (b) the last day on which the Company pays Advisor any Advisory Fee under this Agreement.
4. Compensation. As compensation for the Services and for Advisors continuing obligations to the Company, the Company shall pay Advisor a monthly fee of $75,000 (the Advisory Fee), which shall be paid on a monthly basis in arrears. Other than the Advisory Fee, Advisor shall not be entitled to any other compensation or employee benefits during the Term (other than as described in Section 1).
5. Term and Termination.
(a) The term of this Agreement shall commence on April 1, 2019 and continue until terminated pursuant to Section 5(b) below (the Term).
(b) The Company and Advisor each shall have the right to terminate this Agreement at any time by providing 180 days prior written notice to the other party; provided that the Company may terminate this Agreement for Cause with no prior notice to Advisor; and provided further that this Agreement shall terminate no later than the date the Company (or any of its subsidiaries) no longer has the right to designate any directors to the board of directors of Change Healthcare. Cause shall have the meaning set forth in the Employment Agreement.