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CVS Health Corp – ‘10-K’ for 12/31/15 – ‘EX-10.28’

On:  Tuesday, 2/9/16, at 4:29pm ET   ·   For:  12/31/15   ·   Accession #:  64803-16-74   ·   File #:  1-01011

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/09/16  CVS Health Corp                   10-K       12/31/15  102:14M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    522K 
 2: EX-10.17    Material Contract                                   HTML    171K 
 3: EX-10.18    Material Contract                                   HTML    202K 
 4: EX-10.20    Material Contract                                   HTML     71K 
 5: EX-10.21    Material Contract                                   HTML     68K 
 6: EX-10.22    Material Contract                                   HTML     49K 
 7: EX-10.25    Material Contract                                   HTML     87K 
 8: EX-10.28    Material Contract                                   HTML     39K 
 9: EX-13       Annual or Quarterly Report to Security Holders      HTML    970K 
10: EX-21       Subsidiaries List                                   HTML     30K 
11: EX-23       Consent of Experts or Counsel                       HTML     30K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     35K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     35K 
14: EX-32.1     Certification -- §906 - SOA'02                      HTML     30K 
15: EX-32.2     Certification -- §906 - SOA'02                      HTML     30K 
22: R1          Document and Entity Information                     HTML     56K 
23: R2          Consolidated Statements of Income                   HTML     99K 
24: R3          Consolidated Statements of Comprehensive Income     HTML     55K 
25: R4          Consolidated Balance Sheets                         HTML    125K 
26: R5          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
27: R6          Consolidated Statements of Cash Flows               HTML    139K 
28: R7          Consolidated Statements of Shareholders' Equity     HTML    133K 
29: R8          Significant Accounting Policies                     HTML    216K 
30: R9          Change in Accounting Principle                      HTML     34K 
31: R10         Acquisitions                                        HTML     89K 
32: R11         Goodwill and Other Intangibles                      HTML     89K 
33: R12         Share Repurchase Programs                           HTML     52K 
34: R13         Borrowing and Credit Agreements                     HTML    112K 
35: R14         Leases                                              HTML     65K 
36: R15         Medicare Part D                                     HTML     33K 
37: R16         Pension Plans and Other Postretirement Benefits     HTML    140K 
38: R17         Stock Incentive Plans                               HTML    107K 
39: R18         Income Taxes                                        HTML    117K 
40: R19         Commitments and Contingencies                       HTML     87K 
41: R20         Segment Reporting                                   HTML    101K 
42: R21         Earnings Per Share                                  HTML     54K 
43: R22         Quarterly Financial Information (Unaudited)         HTML    166K 
44: R23         Significant Accounting Policies (Policies)          HTML    195K 
45: R24         Significant Accounting Policies (Tables)            HTML    140K 
46: R25         Acquisitions (Table)                                HTML     64K 
47: R26         Goodwill and Other Intangibles (Tables)             HTML     84K 
48: R27         Share Repurchase Programs Share Repurchase          HTML     36K 
                Programs (Tables)                                                
49: R28         Borrowing and Credit Agreements (Tables)            HTML     96K 
50: R29         Leases (Tables)                                     HTML     61K 
51: R30         Pension Plans and Other Postretirement Benefits     HTML    126K 
                Pension Plans and Other Postretirement Benefits                  
                (Tables)                                                         
52: R31         Stock Incentive Plans (Tables)                      HTML    101K 
53: R32         Income Taxes (Tables)                               HTML    118K 
54: R33         Segment Reporting (Tables)                          HTML     96K 
55: R34         Earnings Per Share (Tables)                         HTML     52K 
56: R35         Quarterly Financial Information (Unaudited)         HTML    165K 
                (Tables)                                                         
57: R36         Significant Accounting Policies - Description of    HTML     74K 
                Business (Details)                                               
58: R37         Significant Accounting Policies - Fair Value of     HTML     35K 
                Financial Instruments (Details)                                  
59: R38         Significant Accounting Policies - Accounts          HTML     36K 
                Receivable (Details)                                             
60: R39         Significant Accounting Policies - Property and      HTML     79K 
                Equipment (Details)                                              
61: R40         Significant Accounting Policies - Intangible        HTML     36K 
                Assets (Details)                                                 
62: R41         Significant Accounting Policies - Redeemable        HTML     48K 
                Noncontrolling Interest (Details)                                
63: R42         Significant Accounting Policies - Facility          HTML     44K 
                Opening, Advertising Costs, Interest Expense, and                
                Shares Held in Trust (Details)                                   
64: R43         Significant Accounting Policies - Accumulated       HTML     76K 
                Other Comprehensive Income (Details)                             
65: R44         Significant Accounting Policies - Stock-based       HTML     49K 
                Compensation and Variable Interest Entity                        
                (Details)                                                        
66: R45         Significant Accounting Policies - Related Party     HTML     41K 
                Transactions (Details)                                           
67: R46         Significant Accounting Policies - Discontinued      HTML     49K 
                Operations (Details)                                             
68: R47         Significant Accounting Policies - New Accounting    HTML     59K 
                Pronouncements (Details)                                         
69: R48         Change in Accounting Principle (Details)            HTML     56K 
70: R49         Acquisitions - Omnicare Acquisition (Details)       HTML    178K 
71: R50         Acquisitions - Target Pharmacy Acquisition          HTML     79K 
                (Details)                                                        
72: R51         Acquisitions - Coram Acquisition (Details)          HTML     74K 
73: R52         Goodwill and Other Intangibles - Goodwill           HTML     53K 
                (Details)                                                        
74: R53         Goodwill and Other Intangibles - Intangible Assets  HTML     77K 
                (Details)                                                        
75: R54         Share Repurchase Programs (Details)                 HTML     97K 
76: R55         Borrowing and Credit Agreements - Schedule of       HTML    124K 
                Long-term Debt Instruments (Details)                             
77: R56         Borrowing and Credit Agreements - Additional        HTML    199K 
                Information (Details)                                            
78: R57         Borrowing and Credit Agreements - Interest Rate     HTML     37K 
                and Maturity (Details)                                           
79: R58         Borrowing and Credit Agreements - Debt Maturities   HTML     43K 
                (Details)                                                        
80: R59         Leases - Additional Information (Details)           HTML     47K 
81: R60         Leases - Schedule of Rent Expense (Details)         HTML     42K 
82: R61         Leases - Schedule of Future Minimum Lease Payments  HTML     75K 
                (Details)                                                        
83: R62         Medicare Part D Medicare Part D (Details)           HTML     33K 
84: R63         Pension Plans and Other Postretirement Benefits -   HTML    111K 
                Additional Information (Details)                                 
85: R64         Pension Plans and Other Postretirement Benefits -   HTML     51K 
                Change in Benefit Obligation (Details)                           
86: R65         Pension Plans and Other Postretirement Benefits -   HTML     50K 
                Change in Plan Assets (Details)                                  
87: R66         Pension Plans and Other Postretirement Benefits -   HTML     46K 
                Components of Net Periodic Benefit Cost (Details)                
88: R67         Pension Plans and Other Postretirement Benefits -   HTML     57K 
                Fair Value Allocation of Plan Assets (Details)                   
89: R68         Pension Plans and Other Postretirement Benefits -   HTML     44K 
                Expected Future Benefit Payments (Details)                       
90: R69         Stock Incentive Plans - Additional Information      HTML    107K 
                (Details)                                                        
91: R70         Stock Incentive Plans - Schedule of Valuation       HTML     49K 
                Assumptions of ESPP (Details)                                    
92: R71         Stock Incentive Plans - Schedule of Restricted      HTML     53K 
                Stock and RSU Activity (Details)                                 
93: R72         Stock Incentive Plans - Fair Value of Options       HTML     45K 
                Using Black-Scholes (Details)                                    
94: R73         Stock Incentive Plans - Schedule of Stock Option    HTML     83K 
                Activity (Details)                                               
95: R74         Income Taxes (Details)                              HTML    148K 
96: R75         Commitments and Contingencies (Details)             HTML     74K 
97: R76         Segment Reporting (Details)                         HTML     88K 
98: R77         Earnings Per Share (Details)                        HTML     59K 
99: R78         Quarterly Financial Information (Unaudited)         HTML     87K 
                (Details)                                                        
101: XML         IDEA XML File -- Filing Summary                      XML    170K  
100: EXCEL       IDEA Workbook of Financial Reports                  XLSX    136K  
17: EX-101.INS  XBRL Instance -- cvs-20151231                        XML   4.07M 
18: EX-101.CAL  XBRL Calculations -- cvs-20151231_cal                XML    286K 
19: EX-101.DEF  XBRL Definitions -- cvs-20151231_def                 XML   1.02M 
20: EX-101.LAB  XBRL Labels -- cvs-20151231_lab                      XML   2.68M 
21: EX-101.PRE  XBRL Presentations -- cvs-20151231_pre               XML   1.54M 
16: EX-101.SCH  XBRL Schema -- cvs-20151231                          XSD    234K 
102: ZIP         XBRL Zipped Folder -- 0000064803-16-000074-xbrl      Zip    391K  


‘EX-10.28’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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  Exhibit  

Exhibit 10.28

Universal 409A Definition Document


Except as may be specifically agreed to in writing by the CVS Health Corporation (the “Company”) after December 31, 2008 or as may otherwise be specifically provided in an applicable plan document, for purposes of benefits or amounts covered by Section 409A of the Internal Revenue Code (the “Code”):

1. “Specified Employee” shall have the meaning ascribed thereto by Section 409A of the Code and the regulations promulgated thereunder and in determining whether an employee is a Specified Employee, the following rules shall apply:

(a)
The compensation of the Employee shall be determined in accordance with the definition of compensation provided under Treas. Reg. Section 1.415(c)-2(d)(3) (wages within the meaning of Section 3401(a) of the Code for purposes of income tax withholding at the source, plus amounts excludible from gross income under Sections 125(a) and 402(e)(3) of the Code).

(b)
Notwithstanding anything herein to the contrary, (i) if a different definition of compensation has been designated by the Company with respect to another nonqualified deferred compensation plan in which a key employee participates, the definition of compensation shall be the definition provided in Treas. Reg. Section 1.409A-1(i)(2), and (ii) the Company may, through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Company, elect to use a different definition of compensation.

(c)
In the event of corporate transactions described in Treas. Reg. Section 1.409A-1(i)(6), the identification of Specified Employees shall be determined in accordance with the default rules described therein, unless the Company elects to utilize the available alternative methodology through designations made within the timeframes specified therein.

(d)
Specified Employee Identification Date means December 31, unless the Company has elected a different date through compensation plans maintained by the Employer.

(e)
Specified Employee Effective Date means the first day of the fourth month following the Specified Employee Identification

1



Date, unless a different date is selected in writing by the Company for this purpose.

2. Except as provided in an employment agreement with the Company the term “retirement” when used in a plan, arrangement or agreement shall mean with respect to an employee a termination of employment after the earlier of age 55 and 10 years of service and age 60 and 5 years of service; provided, however, that the definition shall not apply for purposes of any Company plan that is qualified under Section 401 of the Internal Revenue Code.

3. Change in Control shall have the meaning described in Section 10(c) of the 1997 Incentive Compensation Plan.

4. “termination of employment”, “employment is terminated” and other similar words shall mean with respect to an employee

(a)
“Separation from Service” as such term is defined in the Income Tax Regulations under Section 409A of the Code as modified by the rules described below:

(i)
except in the case where the employee is on a bona fide leave of absence pursuant to the Company’s policies as provided below, the employee is deemed to have incurred a Separation from Service on a date if the Company and the employee reasonably anticipate that the level of services to be performed by the employee after such date would be permanently reduced to 20% or less of the average services rendered by the employee during the immediately preceding 36-month period (or the total period of employment, if less than 36 months), disregarding periods during which the employee was on a bona fide leave of absence;

(ii)
if the employee is absent from work due to military leave, sick leave, or other bona fide leave of absence pursuant to the Company’s policies, the employee shall incur a Separation from Service on the first date that the rules of (a)(i), above, are satisfied following the later of (i) the 6 month (12 month for a disability leave of absence) anniversary of the commencement of the leave or (ii) the expiration of the employee’s right, if any, to reemployment under statute, contract or to Company policy. For this purpose, a “disability leave of absence” is an absence due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 6 months, where such

2



impairment causes the employee to be unable to perform the duties of his job or a substantially similar job;

(iii)
for purposes of determining whether another organization is an Affiliate of the Company, common ownership of at least 50% shall be determinative;

(iv)
the Company specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party constitutes a Separation from Service with respect to an employee providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination shall be made in accordance with the requirements of Section 409A of the Code; or

(b)
for any plan or arrangement that is not subject to the rules of Section 409A of the Code, the complete cessation of providing service to the Company or any Affiliate as an employee.

5. “unforeseeable emergency”, “hardship” and similar words shall mean with respect to an employee or former employee a severe financial hardship to the employee resulting from an illness or accident of the employee, the employee’s spouse, the employee’s beneficiary, or the employee’s dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B)); loss of the employee’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the employee including, for example, the imminent foreclosure of or eviction from the employee’s primary residence, the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication, or other circumstances, all as permitted by Income Tax Regulations Section 1.409A-3(i)(3).

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/9/168-K
For Period end:12/31/1511-K
12/31/0810-K,  11-K,  3,  4,  5
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/07/24  CVS Health Corp.                  10-K       12/31/23  166:28M
 2/08/23  CVS Health Corp.                  10-K       12/31/22  138:26M
 2/09/22  CVS Health Corp.                  10-K       12/31/21  137:25M
 2/16/21  CVS Health Corp.                  10-K       12/31/20  137:25M
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Filing Submission 0000064803-16-000074   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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