CVS HEALTH CORPORATION
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(Exact Name of Registrant
as Specified in Charter) |
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Delaware
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(State or Other Jurisdiction of Incorporation)
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001-01011
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05-0494040
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(Commission File Number)
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(IRS Employer Identification No.)
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One CVS Drive
Woonsocket, Rhode Island
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02895
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(401) 765-1500
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(d)
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Exhibits
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Exhibit No.
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Document
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10.1
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Amendment, dated January 22, 2015, to Registrant’s Business Planning Committee Nonqualified Stock Option Agreements with Larry J. Merlo
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CVS HEALTH CORPORATION
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By:
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/s/ David M. Denton
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David M. Denton
Executive Vice President
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and Chief Financial Officer
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Dated: January 23, 2015
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1.
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The “relevant section” of each Agreement, as indicated on
Exhibit A
hereto, shall be revised to read as follows in its entirety:
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2.
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Capitalized terms used in Section 1 above shall have the meanings ascribed to them in the respective Agreements, except as otherwise set forth below:
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(a)
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For purposes of the Agreement dated April 1, 2009, “Employment Agreement” shall mean the Amended and Restated Employment Agreement between the Company and the Optionee dated as of December 22, 2008, as amended as of December 21, 2012.
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(b)
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For purposes of the Agreements dated April 1, 2010, April 1, 2011 and April 2, 2012, “Optionee” shall have the same meaning as “Executive”.
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(c)
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For purposes of the Agreements dated April 1, 2013 and April 1, 2014, “Optionee” shall have the same meaning as “Participant”.
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3.
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With respect to the Agreements dated April 1, 2013 and April 1, 2014, the reference to “the two (2) year period immediately following the Approved Early Retirement or Normal Retirement” in the revised Section 6(b) shall instead read “the three (3) year period immediately following the Approved Early Retirement or Normal Retirement”.
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4.
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All other terms and conditions of each Agreement shall remain unchanged and in effect.
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Name and Date of Agreement
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Relevant Section
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Business Planning Committee Nonqualified Stock Option Agreement dated April 1, 2009
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8
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Business Planning Committee Nonqualified Stock Option Agreement dated April 1, 2010
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8
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Business Planning Committee Nonqualified Stock Option Agreement dated April 1, 2011
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6(b)
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Business Planning Committee Nonqualified Stock Option Agreement dated April 2, 2012
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6(b)
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Business Planning Committee Nonqualified Stock Option Agreement dated April 1, 2013
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6(b)
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Business Planning Committee Nonqualified Stock Option Agreement dated April 1, 2014
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6(b)
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