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CVS Health Corp – ‘10-K’ for 12/31/18 – ‘EX-10.40’

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

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  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-10.40’   —   Material Contract

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  Exhibit  


Exhibit 10.40
cvshealth.jpg

CVS HEALTH CORPORATION
RESTRICTED STOCK UNIT AGREEMENT - ANNUAL GRANT

GRANT DATE: [_____________]

1.
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 awarded and hereby evidences the Restricted Stock Unit (“RSU”) award (the “Award”) to the person named below (the “Participant”), subject to the terms and conditions set forth and incorporated in this Restricted Stock Unit agreement (the “Agreement”). 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. On the Grant Date specified above, the Fair Market Value (the “FMV”), which is the Closing Price of the Company’s common stock on the Grant Date, of each RSU equals [_____________].

Participant:
[_____________]
Employee ID:
[_____________]
RSUs (#):
[_____________]

2.
Each RSU represents a right to a future payment of one share (“Share”) of Common Stock ($0.01 par value) of the Company, subject to required tax withholding.

3.
(a)    To the extent dividends are paid on Shares while the RSUs remain outstanding, subject to Section 5(b), a cash amount equivalent to the dividends paid (such cash amount, a “Dividend Equivalent”) with respect to the number of Shares covered by the RSUs shall accrue. Any accrued Dividend Equivalent shall be payable only upon vesting of the underlying RSUs. To the extent that the underlying RSUs do not vest hereunder, any related accrued Dividend Equivalent shall be forfeited.

(b)    Participant hereby agrees that the Company may withhold from the Dividend Equivalents, referred to in Paragraph 3(a) above, amounts sufficient to satisfy the applicable tax withholding in respect of such Dividend Equivalents.

4.
Subject to the terms and conditions of the ICP and this Agreement and subject to Participant’s continued employment, Participant shall be entitled to receive (and the Company shall deliver to Participant) (a) the Shares on the Vesting Date set forth herein, or as soon as administratively practicable, but within 30 days thereafter, unless delivery of the Shares has been deferred in accordance with Section 5 below (the date of such delivery of the Shares being hereafter referred to as the “Settlement Date”) and (b) the Dividend Equivalents on the Vesting Date(s) set forth herein, or as soon as administratively practicable but within 30 days thereafter. The “Vesting Date,” except as otherwise provided in Section 7, shall be the fourth anniversary of the Grant Date.

5.
(a)    In accordance with rules promulgated by the Management Planning and Development Committee of the Board of Directors (the “Committee”), Participant, to the extent eligible under the CVS Health Deferred Stock Compensation Plan, may elect to defer delivery of Shares in settlement of RSUs covered by this Agreement. Any such deferred delivery date elected by Participant shall become the Settlement Date for purposes of this RSU Agreement.






(b)    Notwithstanding Section 3(a), to the extent dividends are paid on such deferred Shares following the Vesting Date and prior to the Settlement Date, Participant shall be entitled to receive a number of additional deferred Shares equal to: (x) the amount of dividend per Share as declared by the Company’s Board of Directors on the Company’s common stock multiplied by (y) the number of deferred Shares held by Participant on the record date of such dividend, divided by (z) the FMV of a Share on such dividend payment date.

6.
On the Settlement Date the number of Shares to be delivered by the Company to Participant shall be reduced by the smallest number of Shares having a FMV at least equal to the dollar amount of federal, state and local tax withholding required to be withheld by the Company with respect to such RSUs on such date.

7.
(a)     Except as provided in Paragraphs 7 (b) - (f) below, if, for any reason, Participant’s employment with the Company and any subsidiary of the Company terminates, all RSUs not then vested in accordance with Section 4 above shall be immediately forfeited.

(a)In the event Participant’s employment with the Company and any subsidiary of the Company terminates by reason of death, RSUs not then vested in accordance with Section 4 will become immediately vested and the Vesting Date shall be the date of death.

(b)In the event Participant’s employment with the Company and any subsidiary of the Company terminates by reason of a “Qualified Retirement”, RSUs shall vest on a pro-rata basis as of the Participant’s retirement date, which is the last day that the Participant is employed by the Company and any subsidiary of the Company, as follows: the total number of RSUs vesting as of the retirement date shall be equal to (i) the number of RSUs granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed as of the retirement date since the Grant Date and (B) the denominator shall be forty-eight (48). 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 retirement date is eight months and five days, the numerator in sub-section (A) above shall be nine. “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 10 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. 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 7(c) or the terms of Section 7(e), whichever provides for greater benefits to Participant, shall be applied with respect to the vesting of RSUs that are unvested as of the employment termination date. Any Shares represented by the pro-rated RSUs that vest under this section shall settle on the Settlement Date that would have applied under the original schedule set forth in Section 4 of this RSU Agreement.

(d)        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 RSUs shall vest as of the employment termination date on a pro rata basis as follows:  the total number of RSUs vested as of the termination date, which is the last date that the Participant is employed by the Company and any subsidiary of the Company, shall be equal to the number of RSUs granted on the Grant Date multiplied by




the following fraction:  (A) the numerator shall be the whole number of months elapsed as of Participant’s termination date since the Grant Date and (B) the denominator shall be forty-eight (48).  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 termination date is eight months and five days, the numerator in sub-section (A) above shall be nine.  Any Shares represented by RSUs that vest under this section shall settle on the Settlement Date that would have applied under the original schedule set forth in Section 4 of this RSU Agreement.

(e)    In the event Participant’s employment with the Company and any subsidiary of the Company terminates and Participant receives severance pay, RSUs not vested at the time of Participant’s employment termination date but scheduled to vest during the severance period specified in the agreement providing for severance pay shall continue to vest during the severance period and settle in accordance with the original schedule set forth in Section 4 of this RSU Agreement. All RSUs not scheduled to vest during the specified severance period shall be forfeited as of the last day of the Participant’s severance period. In the event that Participant returns to employment with the Company or any subsidiary prior to the expiration of the severance period specified in a severance agreement with the Company, 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. In the event Participant’s termination of employment qualifies as a Qualified Retirement the terms of this Section 7(e) or the terms of Section 7(c), whichever provides for greater benefits to Participant, shall be applied with respect to the vesting of RSUs that are unvested as of the employment termination date. During any severance period, Participant is eligible to accrue Dividend Equivalents on outstanding RSUs as described in Paragraph 3(a) above.

(f)    Notwithstanding the above, (i) the provisions of Section 10 of the ICP shall apply in the event of a Change in Control (as defined in such Section 10) and (ii) the provisions of Section 7(e)(iv) of the ICP shall apply.

(g)    For purposes of this Section 7, transfer of Participant’s employment from the Company to a subsidiary of the Company, transfer among or between subsidiaries of the Company, or transfer from a subsidiary of the Company to the Company shall not be treated as a termination of employment.
(h)    Participant will be responsible for any applicable withholding or other taxes that may become due as a result of RSUs that vest as of Participant’s employment termination date or thereafter.

8.
An RSU does not represent an equity interest in the Company and carries no voting rights. Participant shall have no rights of a shareholder with respect to the RSUs until the Shares have been delivered to Participant.

9.
Neither the execution and delivery hereof nor the granting of the Award evidenced hereby shall constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or its subsidiaries to employ Participant for any specific period.

10.
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 such Participant at the address 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.

11.
All decisions and interpretations made by the Board of Directors or the Committee with regard to any question arising hereunder or under the ICP shall be binding and conclusive on all persons. In the event of any inconsistency between the terms hereof and the provisions of the ICP, the ICP shall govern.





12.
The award of RSUs pursuant to this Agreement is expressly subject to and contingent upon the requirement that the Participant shall have fully executed and delivered to the Company the Restrictive Covenant Agreement, that may be required and provided by the Company. The applicable agreement containing the restrictive covenants that the Company may require in connection with this award is hereafter referred to as the “Restrictive Covenant Agreement”. 

If the Company intends to require Participant to execute and deliver a new Restrictive Covenant Agreement in connection with the grant hereunder, the Company shall provide such new Restrictive Covenant Agreement to Participant and Participant agrees to execute and deliver such new Restrictive Covenant Agreement by the deadline set forth by the Company.  If Participant is currently subject to a Restrictive Covenant Agreement and the Company does not require Participant to execute and deliver a new Restrictive Covenant Agreement, then by accepting the award of RSUs, pursuant to this Agreement. Participant affirms his or her Restrictive Covenant Agreement and intent to be bound by the restrictions in the Restrictive Covenant Agreement and to comply with all of its provisions. 

Participant agrees that failure to execute and return the new Restrictive Covenant Agreement, if required, by the deadline set forth by the Company shall result in the immediate and irrevocable forfeiture of the RSU Award hereunder and any right to receive dividend equivalents or Shares with respect thereto.  Further, if Participant violates any provision of the applicable Restrictive Covenant Agreement, any unvested RSUs will be immediately and irrevocably forfeited, and no payment of any kind, including Dividend Equivalents or Shares, shall be payable with respect thereto.  This Section shall not constitute the Company’s exclusive remedy for Participant’s violation of the Restrictive Covenant Agreement. The Company reserves all rights to seek all available legal or equitable remedies in the event of Participant’s violation or threatened violation of the Restrictive Covenant Agreement, including injunctive relief.

13.
By accepting this Award, Participant acknowledges that a copy of the ICP has been made available by the Company for Participant’s reference and agrees to be bound by the terms and conditions set forth in this Agreement and the ICP as in effect from time to time.

14.
By accepting this Award, Participant further acknowledges that the Federal securities laws and/or Company’s policies regarding trading in its securities may limit or restrict Participant’s right to trade Shares, including without limitation, sales of Shares acquired in connection with RSUs. Participant agrees to comply with such Federal securities law requirements and Company policies, as such laws and policies may be amended from time to time.

15.
The Company intends that this Agreement not violate any applicable provision of, or result in any additional tax or penalty under, Section 409A of the Internal Revenue Code of 1986 (the “Code”), as amended, and that to the extent any provisions of this Agreement do not comply with Code Section 409A the Company will make such changes in order to comply with Code Section 409A to the extent it considers reasonable. In all events, the provisions of CVS Health Corporation’s 409A Universal Definitions Document are hereby incorporated by reference and to the extent required to avoid a violation of the applicable rules under Section 409A by reason of Section 409A(a)(2)(B)(i) of the Code, payment of any amounts subject to Section 409A of the Code shall be delayed until the first business day of the seventh month immediately following the employment termination date. For purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment, references to the “termination of employment” (and corollary terms) shall be construed to refer to “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)). Notwithstanding the foregoing, the Company makes no representations as to the tax treatment or consequences of any payment made hereunder, and Participant, by accepting this Award, acknowledges that Participant shall be solely responsible for same.

16.
The Award subject to this RSU 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 the Company’s Recoupment Policy has been made available for the Participant’s reference.

17.
This Agreement shall be governed by the laws of Delaware, without giving effect to its choice of law provisions.

18.
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


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/28/194,  4/A
For Period end:12/31/1811-K
 List all Filings 

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                               UPLOAD9/25/19    2:45K  CVS Health Corp.
 8/08/19  SEC                               UPLOAD9/25/19    2:48K  CVS Health Corp.
 6/18/19  SEC                               UPLOAD9/25/19    2:48K  CVS Health Corp.
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