SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 11, 2011
(WALGREEN LOGO)
WALGREEN CO.
(Exact name of registrant as specified in its charter)
         
Illinois   1-604   36-1924025
         
(State or other
jurisdiction of
incorporation) 		  (Commission File
Number) 		  (IRS Employer
Identification
Number)
     
200 Wilmot Road, Deerfield, Illinois   60015
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (847) 914-2500
Not Applicable
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.02 . Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .
     (e) On April 11, 2011, Walgreen Co. (the “Company”) adopted Amendment No. 2 (the “Amendment”) to the Walgreen Co. Long-Term Performance Incentive Plan (the “Plan”). The Amendment authorizes the Compensation Committee to approve the transfer by a Plan participant of restricted shares or restricted share units granted under the Plan to a grantor trust for the exclusive benefit of the participant or a person or persons who are members of the participant’s immediate family or their descendants, subject to compliance with the terms and conditions of the Amendment. This summary of the terms of the Amendment is not intended to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 . Financial Statements and Exhibits .
(d) Exhibits
         
Exhibit   Description
  10.1    
Walgreen Co. Long-Term Performance Incentive Plan Amendment No. 2

 

 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  WALGREEN CO.
  		 
Date: April 14, 2011  By:   /s/ Dana I. Green    
    Title: Executive Vice President, General   
    Counsel and Corporate Secretary   
 

 

Exhibit 10.1
AMENDMENT NUMBER TWO
to the
WALGREEN CO. LONG-TERM PERFORMANCE INCENTIVE PLAN
I
     Effective as of May 1, 2011, the Walgreen Co. Long-Term Performance Incentive Plan (the “Plan”) is amended by adding the following sentence to the end of Section 6.3:
     “Notwithstanding the foregoing, during the Restriction Period a Participant may transfer the Restricted Shares and Restricted Share Units to a trust pursuant to Section 9.”
II
     Effective as of May 1, 2011, the Plan is amended by adding the following paragraph to the end of Section 9 as follows:
     “Notwithstanding the foregoing, subject to the approval of the Committee in its sole discretion, transfers by the Participant of Restricted Shares and Restricted Share Units shall be recognized and given effect if such Restricted Shares or Restricted Share Units are transferred to a grantor trust established pursuant to Sections 674, 675, 676 and 677 of the Code, for the exclusive benefit of the Participant or a person or persons who are members of the Participant’s immediate family or their descendants; provided that (i) any such transfer has not been disclaimed prior to the transfer of such Restricted Shares or Restricted Share Units by the trustee of such trust, and (ii) such transfer shall occur without any delivery or receipt of consideration therefor, and the Participant and the trustee of such trust shall so certify to the Committee; and (iii) the Participant shall provide such documentation or information concerning any such transfer or transferee as the Committee may reasonably request. Any Restricted Share or Restricted Share Unit held by a transferee shall be subject to the same terms and conditions that applied immediately prior to its transfer. No transfer shall be effective and no transferee shall have any rights in any such award unless and until written notice of such proposed transfer is provided to the Committee, in the form and manner prescribed by the Committee, and such transfer request has been approved by the Committee. In making any such transfer, Participant and the transferee shall execute any additional agreements as may be required by the Committee.”
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