Preview | Employment Agreement |

THIS EMPLOYMENT AGREEMENT (the Agreement), dated as of April 1, 2004 (the Effective Date), is by and between McKesson Corporation (the Company), a Delaware corporation with its principal office at One Post Street, San Francisco, California, and Paul C. Julian (Executive).

A. The Company, in its business, develops and uses certain Confidential Information (as defined in Paragraph 7(c) below). Such Confidential Information will necessarily be communicated to or acquired by Executive by virtue of his employment with the Company, and the Company has spent time, effort and money to develop such Confidential Information and to promote and increase its goodwill; and

B. The Company desires to retain the services of, and employ, Executive on its own behalf and on behalf of its affiliated companies for the period provided in this Agreement and, in so doing, to protect its Confidential Information and goodwill, and Executive is willing to accept employment by the Company on a full-time basis for such period, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto agree as follows:

1. Employment. Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive, and Executive agrees to accept employment from, and remain in the employ of, the Company for the period stated in Paragraph 3 hereof.

2. Position and Responsibilities. During the period of his employment hereunder, Executive agrees to serve the Company, and the Company shall employ Executive, as Senior Vice President and President, McKesson Supply Solutions, or in such other senior corporate executive capacity or capacities as may be specified from time to time by the Chief Executive Officer of the Company (the Chief Executive Officer).

(a) Term of Employment. The period of Executives employment under this Agreement shall be deemed to have commenced on the date of this Agreement and shall continue until March 31, 2007; provided, however, that commencing on April 1, 2005, and on each April 1st thereafter, the term of this Agreement shall automatically be extended for one (1) additional year unless terminated earlier in accordance with Paragraph 8 below (the Term). The effect of such annual one year extensions shall be that this Agreement shall thereupon continue to have a new three year term, without regard to the number of any prior extensions.

(b) Duties. During the period of his employment hereunder and except for illness, reasonable vacation periods and reasonable leaves of absence, Executive shall devote his best efforts and all his business time, attention and skill to the business and affairs of the

Company and its affiliated companies, as such business and affairs now exist and as they may be hereafter changed or added to, under and pursuant to the general direction of the Board of Directors of the Company (the Board); provided, however, that, with the approval of the Chief Executive Officer, Executive may serve, or continue to serve, on the boards of directors of, hold any other offices or positions in, companies or organizations which, in such officers judgment, will not present any conflict of interest with the Company or any of its subsidiaries or affiliates or divisions, or materially affect the performance of Executives duties pursuant to this Agreement. The Company shall retain full direction and control of the means and methods by which Executive performs the services for which he is employed hereunder. The services which are to be employed by Executive hereunder are to be rendered in the State of California, or in such other place or places in the United States or elsewhere as may be determined from time to time by the Board, but are to be rendered primarily at the headquarters of the Company in San Francisco, California.

4. Compensation and Reimbursement of Expenses.

End of Preview

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