SEC Info - CVS Health Corp - ‘10-K’ for 12/31/18

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CVS Health Corp – ‘10-K’ for 12/31/18 – ‘EX-10.39’

On: Thursday, 2/28/19, at 7:02am ET · For: 12/31/18 · Accession #: 64803-19-13 · File #: 1-01011

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

 2/28/19  CVS Health Corp                   10-K       12/31/18  142:25M

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    665K 
 2: EX-2.3      Plan of Acquisition, Reorganization, Arrangement,   HTML    540K 
                Liquidation or Succession                                        
 3: EX-10.36    Material Contract                                   HTML     64K 
 4: EX-10.37    Material Contract                                   HTML     98K 
 5: EX-10.38    Material Contract                                   HTML     57K 
 6: EX-10.39    Material Contract                                   HTML     58K 
 7: EX-10.40    Material Contract                                   HTML     65K 
 8: EX-10.41    Material Contract                                   HTML     62K 
 9: EX-10.42    Material Contract                                   HTML     86K 
10: EX-10.45    Material Contract                                   HTML    111K 
11: EX-10.46    Material Contract                                   HTML    112K 
12: EX-10.47    Material Contract                                   HTML    111K 
13: EX-10.48    Material Contract                                   HTML    116K 
14: EX-13.1     Annual or Quarterly Report to Security Holders      HTML   1.60M 
15: EX-21.1     Subsidiaries List                                   HTML    165K 
16: EX-23.1     Consent of Experts or Counsel                       HTML     36K 
17: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
18: EX-31.2     Certification -- §302 - SOA'02                      HTML     43K 
19: EX-32.1     Certification -- §906 - SOA'02                      HTML     37K 
20: EX-32.2     Certification -- §906 - SOA'02                      HTML     37K 
27: R1          Document and Entity Information                     HTML     63K 
28: R2          Consolidated Statements of Operations               HTML    133K 
29: R3          Consolidated Statements of Comprehensive Income     HTML     63K 
30: R4          Consolidated Balance Sheets                         HTML    142K 
31: R5          Consolidated Balance Sheets (Parentheticals)        HTML     56K 
32: R6          Consolidated Statements of Cash Flows               HTML    156K 
33: R7          Consolidated Statements of Shareholders' Equity     HTML    100K 
34: R8          Consolidated Statements of Shareholders' Equity     HTML     43K 
                (Parentheticals)                                                 
35: R9          Significant Accounting Policies                     HTML    486K 
36: R10         Acquisition of Aetna                                HTML    107K 
37: R11         Investments                                         HTML    212K 
38: R12         Fair Value                                          HTML    207K 
39: R13         Goodwill and Other Intangible Assets                HTML    136K 
40: R14         Leases                                              HTML     77K 
41: R15         Health Care Costs Payable                           HTML     58K 
42: R16         Debt                                                HTML    159K 
43: R17         Pension Plans and Other Postretirement Plans        HTML    191K 
44: R18         Income Taxes                                        HTML    137K 
45: R19         Stock-based Employee Incentive Plans                HTML    166K 
46: R20         Shareholders' Equity                                HTML     66K 
47: R21         Other Comprehensive (Loss) Income                   HTML    110K 
48: R22         Earnings Per Common Share                           HTML     70K 
49: R23         Reinsurance                                         HTML     59K 
50: R24         Commitments and Contingencies                       HTML    101K 
51: R25         Segment Reporting                                   HTML    302K 
52: R26         Quarterly Financial Information (Unaudited)         HTML    157K 
53: R27         Significant Accounting Policies (Policies)          HTML    461K 
54: R28         Significant Accounting Policies (Tables)            HTML    333K 
55: R29         Acquisition of Aetna Acquisition of Aetna (Tables)  HTML    101K 
56: R30         Investments (Tables)                                HTML    209K 
57: R31         Fair Value (Tables)                                 HTML    191K 
58: R32         Goodwill and Other Intangible Assets (Tables)       HTML    124K 
59: R33         Leases (Tables)                                     HTML     97K 
60: R34         Health Care Costs Payable (Tables)                  HTML     52K 
61: R35         Debt (Tables)                                       HTML    123K 
62: R36         Pension Plans and Other Postretirement Plans        HTML    201K 
                (Tables)                                                         
63: R37         Income Taxes (Tables)                               HTML    134K 
64: R38         Stock-based Employee Incentive Plans (Tables)       HTML    164K 
65: R39         Shareholders' Equity (Tables)                       HTML     54K 
66: R40         Other Comprehensive (Loss) Income (Tables)          HTML    110K 
67: R41         Earnings Per Common Share (Tables)                  HTML     68K 
68: R42         Reinsurance (Tables)                                HTML     61K 
69: R43         Segment Reporting (Tables)                          HTML    301K 
70: R44         Quarterly Financial Data (Tables)                   HTML    157K 
71: R45         Significant Accounting Policies - Narrative         HTML    198K 
                (Details)                                                        
72: R46         Significant Accounting Policies - Accounts          HTML     58K 
                Receivable (Details)                                             
73: R47         Significant Accounting Policies - Property Plant    HTML     64K 
                and Equipment (Details)                                          
74: R48         Significant Accounting Policies - Redeemable        HTML     48K 
                Noncontrolling Interest (Details)                                
75: R49         Significant Accounting Policies - Disaggregation    HTML    133K 
                of Revenue (Details)                                             
76: R50         Significant Accounting Policies - Contract          HTML     49K 
                Balances (Details)                                               
77: R51         Significant Accounting Policies - Discontinued      HTML     50K 
                Operations (Details)                                             
78: R52         Significant Accounting Policies - Variable          HTML     48K 
                Interest Entities (Details)                                      
79: R53         Significant Accounting Policies - Impact of New     HTML    142K 
                Revenue Recognition Standard on Financial                        
                Statement Line Items (Details)                                   
80: R54         Significant Accounting Policies - New Accounting    HTML     74K 
                Pronouncements (Details)                                         
81: R55         Acquisition of Aetna - Narrative (Details)          HTML     66K 
82: R56         Acquisition of Aetna - Consideration Transferred    HTML     59K 
                (Details)                                                        
83: R57         Acquisition of Aetna - Assets Acquired and          HTML     92K 
                Liabilities Assumed (Details)                                    
84: R58         Acquisition of Aetna - Goodwill (Details)           HTML     51K 
85: R59         Acquisition of Aetna - Intangible Assets (Details)  HTML     68K 
86: R60         Acquisition of Aetna - Pro Forma (Details)          HTML     44K 
87: R61         Investments - Narrative (Details)                   HTML     61K 
88: R62         Investments - Schedule of Investments (Details)     HTML     65K 
89: R63         Investments - Debt Securities (Details)             HTML     73K 
90: R64         Investments - Debt Securities by Maturity           HTML     82K 
                (Details)                                                        
91: R65         Investments - Unrealized Loss Position (Details)    HTML     62K 
92: R66         Investments - Unrealized Loss Position Maturities   HTML     77K 
                (Details)                                                        
93: R67         Investments - Mortgage Loans (Details)              HTML     66K 
94: R68         Investments - Investment Income (Details)           HTML     55K 
95: R69         Investments - Realized Gains (Details)              HTML     43K 
96: R70         Fair Value - Fair Value Measurements (Details)      HTML    125K 
97: R71         Fair Value - Balance Sheet Grouping (Details)       HTML     67K 
98: R72         Fair Value - Separate Accounts Fair Value           HTML     66K 
                (Details)                                                        
99: R73         Fair Value - Offsetting Financial Liabilities       HTML     37K 
                (Details)                                                        
100: R74         Goodwill and Other Intangible Assets - Goodwill     HTML     80K  
                (Details)                                                        
101: R75         Goodwill and Other Intangible Assets - Intangible   HTML     75K  
                Assets (Details)                                                 
102: R76         Goodwill and Other Acquired Intangible Assets -     HTML     52K  
                Future Amortization Expense (Details)                            
103: R77         Leases - Narrative (Details)                        HTML     49K  
104: R78         Leases - Rental Expense (Details)                   HTML     48K  
105: R79         Leases - Future Minimum Payments (Details)          HTML     80K  
106: R80         Health Care Costs Payable - Reconciliation of       HTML     73K  
                Health Care Costs Payable (Details)                              
107: R81         Health Care Costs Payable - Narrative (Details)     HTML     39K  
108: R82         Debt - Schedule of Debt (Details)                   HTML    172K  
109: R83         Debt - Debt Maturities (Details)                    HTML     54K  
110: R84         Debt - Short-term Debt (Details)                    HTML    100K  
111: R85         Debt - Long-Term Borrowings (Details)               HTML    197K  
112: R86         Pension Plans and Other Postretirement Plans -      HTML     78K  
                Narrative (Details)                                              
113: R87         Pension Plans and Other Postretirement Plans -      HTML     90K  
                Benefit Obligations and Plan Assets (Details)                    
114: R88         Pension Plans and Other Postretirement Plans - Net  HTML     49K  
                Periodic Benefit Costs (Details)                                 
115: R89         Pension Plans and Other Postretirement Plans -      HTML    160K  
                Fair Value of Pension Plan Assets (Details)                      
116: R90         Pension Plans and Other Postretirement Plans -      HTML     53K  
                Defined Benefit Plans Expected Benefit (Details)                 
117: R91         Income Taxes - Income Tax Narrative (Details)       HTML     43K  
118: R92         Income Taxes - Income Tax Provision (Details)       HTML     57K  
119: R93         Income Taxes - Income Tax Rate Reconciliation       HTML     59K  
                (Details)                                                        
120: R94         Income Taxes - Deferred Tax Assets and Liabilities  HTML     78K  
                (Details)                                                        
121: R95         Income Taxes - Unrecognized Tax Benefits (Details)  HTML     57K  
122: R96         Stock-based Employee Incentive Plans - Share Based  HTML    102K  
                Compensation Expense (Details)                                   
123: R97         Stock-based Employee Incentive Plans - Valuation    HTML     54K  
                and Assumptions (Details)                                        
124: R98         Stock-based Employee Incentive Plans - Restricted   HTML     60K  
                Stock Activity (Details)                                         
125: R99         Stock-based Employee Incentive Plans - Stock        HTML    107K  
                option and SAR Activity (Details)                                
126: R100        Shareholders' Equity - Repurchases (Details)        HTML     70K  
127: R101        Shareholders' Equity - Dividends (Details)          HTML     39K  
128: R102        Shareholders' Equity - Statutory Accounting         HTML     48K  
                Practices (Details)                                              
129: R103        Shareholders' Equity NCI (Details)                  HTML     37K  
130: R104        Other Comprehensive (Loss) Income (Details)         HTML     81K  
131: R105        Earnings Per Common Share (Details)                 HTML     80K  
132: R106        Reinsurance - Narrative (Details)                   HTML     39K  
133: R107        Reinsurance - Reinsurance Recoverables (Details)    HTML     48K  
134: R108        Reinsurance - Effects of Reinsurance (Details)      HTML     58K  
135: R109        Commitments and Contingencies (Details)             HTML     61K  
136: R110        Segment Reporting - Narrative (Details)             HTML     42K  
137: R111        Segment Reporting - Summarized financial            HTML    141K  
                information of segments (Details)                                
138: R112        Segment Reporting - Schedule of segment financial   HTML    123K  
                information adjusted (Details)                                   
139: R113        Quarterly Financial Information (Unaudited)         HTML     85K  
                (Details)                                                        
141: XML         IDEA XML File -- Filing Summary                      XML    238K  
140: EXCEL       IDEA Workbook of Financial Reports                  XLSX    206K  
21: EX-101.INS  XBRL Instance -- cvs-20181231                        XML   7.85M 
23: EX-101.CAL  XBRL Calculations -- cvs-20181231_cal                XML    481K 
24: EX-101.DEF  XBRL Definitions -- cvs-20181231_def                 XML   1.58M 
25: EX-101.LAB  XBRL Labels -- cvs-20181231_lab                      XML   3.54M 
26: EX-101.PRE  XBRL Presentations -- cvs-20181231_pre               XML   2.20M 
22: EX-101.SCH  XBRL Schema -- cvs-20181231                          XSD    323K 
142: ZIP         XBRL Zipped Folder -- 0000064803-19-000013-xbrl      Zip    619K

‘EX-10.39’ — Material Contract

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

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Exhibit

Exhibit 10.39

CVS HEALTH CORPORATION

NONQUALIFIED STOCK OPTION AGREEMENT

GRANT DATE: [_____________]

1. GRANT OF AWARD. Pursuant and subject to the provisions of the 2017 Incentive Compensation Plan of CVS Health Corporation (the “ICP”), on the date set forth above (the “Grant Date”), CVS Health Corporation (the ”Company”) has granted and hereby evidences the Grant to the person named below (the “Participant”), subject to the terms and conditions set forth or incorporated in this Nonqualified Stock Option Agreement (“Agreement”), the right, and option, to purchase from the Company the aggregate number of shares of Common Stock ($.01 par value) of the Company (“Shares”) set forth below, at the purchase price indicated below (the “Option”), such Option to be exercised as hereinafter provided. The ICP is hereby made a part hereof and Participant agrees to be bound by all the provisions of the ICP. Capitalized terms not otherwise defined herein shall have the meaning assigned to such term(s) in the ICP. The Option is a nonqualified option as defined in the ICP.



Participant:	[_____________]
Employee ID:	[_____________]
Shares:	[_____________]
Option Price:	[_____________]

2. TERM OF OPTION. The term of this Option shall be for a period of seven (7) years from the Grant Date, subject to the earlier termination of the Option, as set forth in the ICP and in this Agreement. No portion of the Option shall be exercisable after the term of the Option.

3. EXERCISE OF OPTION. (a) The Option, subject to the provisions of the ICP, shall be exercised by submitting a request to exercise to the Company’s stock option administrator, in accordance with the Company’s current exercise policies and procedures, specifying the number of Shares to be purchased, which number may not be less than one hundred (100) Shares (unless the number of Shares purchased is the total balance which is then exercisable). An exercise by Participant of all or part of this Option shall be effected through the Company’s “cashless exercise” procedures. Otherwise, at the time of exercise, Participant shall tender to the Company cash or cash equivalent for the aggregate option price of the Shares Participant has elected to purchase or certificates for Shares of Common Stock of the Company owned by Participant for at least six (6) months with a fair market value at least equal to the aggregate option price of the Shares Participant has elected to purchase, or a combination of the foregoing.

(b) Prior to its expiration or termination and except as otherwise provided herein, the Option will become vested in accordance with the vesting schedule set forth below, each date on which vesting occurs a “Vesting Date”, and any vested Option will be exercisable by Participant prior to the expiration of its term so long as Participant has maintained continuous employment with the Company or a subsidiary of the Company from the Grant Date through the exercise date:


(i)	25% of the Option shall vest on the 1st anniversary of the Grant Date.


(ii)	25% of the Option shall vest on the 2nd anniversary of the Grant Date.


(iii)	25% of the Option shall vest on the 3rd anniversary of the Grant Date.


(iv)	25% of the Option shall vest on the 4th anniversary of the Grant Date.

4. TAXES. Upon a cashless exercise of the Option the Company shall withhold from the proceeds of the exercise of the Option any required taxes. If the Option is exercised other than through a cashless exercise Company shall have the right to require Participant to pay the amount of any withholding taxes immediately, upon notification from the Company, before the proceeds from the exercise of the Option are delivered to Participant. Furthermore, the Company may elect to deduct such taxes from any other amounts then payable to Participant in cash or in Shares or from any other amounts payable any time thereafter to Participant to the extent allowed under applicable law.

5. NON-TRANSFERABILITY. The Option shall not be transferable by Participant other than by will or by the laws of descent and distribution, and during Participant’s lifetime shall be exercised only by the Participant during the continuance of Participant’s employment with the Company and any of its subsidiaries.

6. FORFEITURE OF OPTION UPON TERMINATION OF EMPLOYMENT. Unless otherwise provided for in the ICP or in this Agreement, as of the date on which Participant’s employment with the Company and its subsidiaries terminates, the Option, to the extent unexercised as of the employment termination date, shall be forfeited immediately in its entirety, provided that, if the Participant’s employment with the Company and its subsidiaries terminates without Cause, the Option, to the extent vested and unexercised, shall be exercisable at any time on or before the ninetieth (90^th) day immediately following the employment termination date and, to the extent unvested, shall be forfeited immediately.

7. TERMINATION OF PARTICIPANT’S EMPLOYMENT WITHOUT CAUSE. In the event that Participant’s employment with the Company and its subsidiaries is terminated without Cause and Participant receives severance pay following Participant’s employment pursuant to a written agreement, vesting of the Option shall continue through the end of the severance period set forth in the agreement providing for such severance pay. To the extent vested, the Option shall be exercisable at any time during the severance period and on or before the ninetieth (90th) day following the last day of the severance period, as long as no government regulations or rules are violated by such continued vesting or exercise period; provided, however, that in no event will the Option be exercisable beyond its original term. Any portion of the Option not vested as of the last day of the severance period shall be forfeited as of the last day of the severance period. In the event that Participant returns to employment with the Company or any subsidiary prior to the expiration of the severance period, Participant shall be treated as if his or her employment with the Company or any subsidiary of the Company had continued through the severance period for purposes of determining eligibility for continued vesting.

8. RETIREMENT OF PARTICIPANT. In the event Participant’s employment with the Company and any subsidiary of the Company terminates by reason of a Qualified Retirement, Participant (a) shall continue to vest in the Option, to the extent unvested as of the retirement date, for a period of three (3) years following Participant’s retirement date and (b) may exercise the Option, to the extent vested, at any time within the period of three (3) years following Participant’s retirement date, but not beyond the original term of the Option, in both cases as long as no government regulations or rules are violated by such continued vesting or exercise period. To the extent unvested or unexercised at the end of the three (3) year period following Participant’s retirement date, the Option shall be forfeited. In the event Participant’s termination of employment qualifies as a Qualified Retirement and Participant also enters into a severance agreement with the Company, the terms of this Section 8 shall apply with respect to the vesting and exercise of the Option as of the Participant’s employment termination date. “Qualified Retirement” shall mean termination of employment on or after attainment of age fifty-five (55) with at least ten (10) years of continuous service, or attainment of age sixty (60) with at least five (5) years of continuous service, provided that: (i) if Participant elects to terminate his or her employment voluntarily, Participant has provided the Company with at least twelve (12) months advance notice, in accordance with the provisions of Section 13 below, of his or her retirement date or such other term of advance notice as is determined by the Chief Human Resources Officer of the Company; or (ii) if the Company elects to terminate Participant’s employment, such termination is without cause. A Participant shall also be deemed to have experienced a Qualified Retirement if the Company elects to terminate Participant’s employment without Cause and Participant shall meet the age and service requirement set forth above during the severance period set forth in a severance agreement with the Company.

9. DISABILITY OF PARTICIPANT. In the event Participant’s employment with the Company and any subsidiary of the Company terminates by reason of total and permanent disability (as defined in the Company’s Long-Term Disability Plan, or, if not defined in such Plan, as defined by the Social Security Administration), the Option shall vest as of the employment termination date on a pro-rata basis as follows: the Option shall vest with respect to a total number of Shares as of the employment termination date (which is the last day that Participant is employed by the Company and any subsidiary of the Company) equal to (i) the number of Shares subject to the Option on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed as of the employment termination date since the Grant Date and (B) the denominator shall be forty-eight (48), minus (ii) the number of Shares with respect to which the Option vested prior to the employment termination date (whether or not the Option was previously exercised). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the employment termination date is eight months and five days, the numerator in sub-section (A) above shall be nine. The Option may be exercised to the extent vested at any time within one (1) year of Participant’s employment termination date but not beyond the original term of the Option. The prorated Option shall vest on the Participant’s employment termination date.

10. DEATH OF PARTICIPANT. In the event of Participant’s death while Participant is employed with the Company and any subsidiary of the Company, the Option shall immediately vest in full, and the Option shall remain exercisable for a period of one (1) year after Participant’s death, or until the Option expiration date, whichever occurs first, by Participant’s Beneficiary. At the end of said one (1)-year time period, all rights with respect to any Option that is unexercised shall terminate and the Option shall be cancelled.

11. TRANSFER OF EMPLOYMENT. Transfer of Participant’s employment from the Company to a subsidiary of the Company, among or between subsidiaries of the Company, or from a subsidiary of the Company to the Company shall not be treated as termination of employment.

12. REQUIRED ACCEPTANCE OF AWARD. The Option may not be exercised unless and until the Company has received the Participant’s acceptance of the terms and conditions set forth herein. Acceptance shall be submitted electronically as required by the Company.

13. NOTICE. Any notice required to be given hereunder to the Company shall be in writing. If by regular mail, any required notice shall be addressed to: CVS Health Corporation, Attention: Senior Director, Executive Compensation, One CVS Drive, Woonsocket, RI 02895. If by electronic mail, any notice required shall be sent to: equityadministration@cvshealth.com, with “Retirement Notice” in the subject line. Any notice required to be given hereunder to Participant shall be addressed to Participant at his or her address as shown on the records of the Company, subject to the right of either party hereafter to designate in writing to the other some other address.

14. RECOUPMENT OF OPTION AWARD. The Option subject to this Agreement under the ICP shall be subject to the terms of the Company’s Recoupment Policy as it exists from time to time, which may require the Participant to immediately repay to the Company the value of any pre-tax economic benefit that he or she may derive from the Award. By accepting this Award, Participant acknowledges that a copy of the Company’s Recoupment Policy has been made available for the Participant’s reference.

15. COMMITTEE AUTHORITY. The Committee shall have the authority, in its sole discretion, to make any interpretations, determinations, and/or take any administrative actions with respect to the ICP and this Agreement, including whether any post-termination payments to Participant shall be deemed severance pay, the duration of any severance period, and/or whether a termination was without cause.

16. GOVERNING LAW. This Nonqualified Stock Option Agreement and the Option evidenced hereby shall be governed by the laws of Delaware, without giving effect to principles of conflict of laws.

17. ACKNOWLEDGEMENT. This Agreement shall be fully effective only upon the Participant’s formal acceptance of the terms and conditions set forth above as required by the Company.

By: /s/ Lisa G. Bisaccia

Executive Vice President, Chief Human Resources Officer

CVS Health Corporation

7 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
 8/27/19  SEC                               UPLOAD¶     9/25/19    2:45K  CVS Health Corp.
 8/08/19  SEC                               UPLOAD¶     9/25/19    2:48K  CVS Health Corp.
 6/18/19  SEC                               UPLOAD¶     9/25/19    2:48K  CVS Health Corp.

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