PF2 SpinCo, Inc. Watch

from S-4 6 pages 1. Position and Responsibilities. You Will Be a Full Time Exempt Employee and Will Serve in the Position of Evp, Sales & Operations for Change Healthcare. You Will Be Based Remotely From Your Home and Will Report to Neil De Crescenzo, or Other Person as May Be Designated by the Company From Time to Time. You Will Assume and Discharge All Responsibilities Commensurate With Such Position and as Your Manager May Direct. During Your Employment With the Company, You Shall Devote Your Full-Time Attention to Your Duties and Responsibilities and Shall Perform Them Faithfully, Diligently and Completely. in Addition, You Shall Comply With and Be Bound by the Operating Policies, Procedures and Practices of the Company Including, Without Limitation, the Code of Conduct, in Effect From Time to Time During Your Employment. You Acknowledge That You May Be Required to Travel in Connection With the Performance of Your Duties. 2. Compensation. (A) in Consideration of Your Services, You Will Be Paid an Annual Rate of $450,000.00, on a Biweekly Basis, Payable in Accordance With the Company’s Prevailing Payroll Practices

from S-4 4 pages 1. Position and Responsibilities. You Will Be a Full Time Exempt Employee and Will Serve in the Position of Evp & President, Technology Enabled Services for Change Healthcare. You Will Be Based Out of the Change Healthcare Office Located in Newton, Ma. You Will Report to Neil De Crescenzo, or Other Person as May Be Designated by the Company From Time to Time. You Will Assume and Discharge All Responsibilities Commensurate With Such Position and as Your Manager May Direct. During Your Employment With the Company, You Shall Devote Your Full-Time Attention to Your Duties and Responsibilities and Shall Perform Them Faithfully, Diligently and Completely. in Addition, You Shall Comply With and Be Bound by the Operating Policies, Procedures and Practices of the Company Including, Without Limitation, the Code of Conduct, in Effect From Time to Time During Your Employment. You Acknowledge That You May Be Required to Travel in Connection With the Performance of Your Duties. 2. Compensation. (A) in Consideration of Your Services, You Will Be Paid an Annual Rate of $500,000.00, on a Biweekly Basis, Payable in Accordance With the Company’s Prevailing Payroll Practices

from S-4 17 pages You Agree and Acknowledge That Your Employment or Continued Employment With the Company, Your Relationship With the Company, All Monies, Commissions, Benefits, Equity Awards, Equity Grants, Incentive Payments, Bonus and/or Trade Secrets, Training, and Access to Company Information, Customer Information, or Third Party Information (As Defined in This Agreement) and Other Good and Valuable Consideration Provided to You, Constitute Good and Sufficient Consideration to Support This Agreement. 1. Position

from S-4 9 pages Nonqualified Stock Option Agreement Under the Hcit Holdings, Inc. Amended and Restated 2009 Equity Incentive Plan

from S-4 12 pages Change Healthcare LLC U.S. Executive Severance Benefit Guidelines

from S-4 1 page First Amendment to the McKesson Technologies Inc. Deferred Compensation Administration Plan Effective March 1, 2017

from S-4 15 pages McKesson Technologies Inc. Deferred Compensation Administration Plan Effective March 1, 2017

from S-4 1 page First Amendment to the McKesson Technologies Inc. Supplemental 401(k) Plan Effective March 1, 2017

from S-4 16 pages McKesson Technologies LLC Supplemental 401(k) Plan Effective March 1, 2017

from S-4 16 pages Replacement Vested Stock Appreciation Rights Agreement Under the Hcit Holdings, Inc. 2009 Equity Incentive Plan

from S-4 17 pages Replacement Unvested Stock Appreciation Rights Agreement Under the Hcit Holdings, Inc. 2009 Equity Incentive Plan

from S-4 9 pages Nonqualified Stock Option Agreement Under the Hcit Holdings, Inc. Amended and Restated 2009 Equity Incentive Plan

from S-4 13 pages Nonqualified Stock Option Agreement Under the Hcit Holdings, Inc. Amended and Restated 2009 Equity Incentive Plan

from S-4 13 pages Nonqualified Stock Option Agreement Under the Hcit Holdings, Inc. Amended and Restated 2009 Equity Incentive Plan

from S-4 14 pages Replacement Tranche III Nonqualified Stock Option Agreement Under the Hcit Holdings, Inc. 2009 Equity Incentive Plan

from S-4 14 pages Replacement Tranche II Nonqualified Stock Option Agreement Under the Hcit Holdings, Inc. 2009 Equity Incentive Plan

from S-4 14 pages Replacement Tranche I Nonqualified Stock Option Agreement Under the Hcit Holdings, Inc. 2009 Equity Incentive Plan

from S-4 12 pages Replacement 2.5x Restricted Stock Grant Under the Hcit Holdings, Inc. 2009 Equity Incentive Plan

from S-4 2 pages (I) the Date (A) That Affiliates of Blackstone Sell More Than 25% of the Jv Shares Held by Them at a Weighted Average Price in Excess of $4,200 Per Share and (B) McKesson Distributes More Than 50% if Its Jv Shares; or (II) McKesson and Affiliates of Blackstone Collectively Sell More Than 25% of Their Jv Shares at a Weighted Average Price in Excess of $4,200 Per Share

from S-4 13 pages Nonqualified Stock Option Agreement Under the Hcit Holdings, Inc. Amended and Restated 2009 Equity Incentive Plan