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): August 5, 2014

 

 

 

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)

 

108 Wilmot Road, Deerfield, Illinois   60015
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (847) 315-2500

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 August 5, 2014, following approval by the Compensation Committee of the Board of Directors, Walgreen Co. (the “Company”) and Kermit C. Crawford entered into (i) a Retirement Agreement and Release and (ii) a Consulting Services Agreement.

Pursuant to the terms of the Retirement Agreement and Release, Mr. Crawford will retire from the Company effective December 31, 2014 (the “Retirement Date”) after 31 years with the Company. In consideration for the benefits under the Retirement Agreement and Release, Mr. Crawford agreed to various provisions, including a general release of claims against the Company, waivers of various rights, a non-solicitation provision that applies through the second anniversary of the Retirement Date and other customary provisions. Pursuant to the Retirement Agreement and Release, Mr. Crawford will receive, payable following his “separation from service,” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, a retirement payment of $3.3 million, which is equal to two years of his current base salary plus target bonus. In addition, certain of Mr. Crawford’s unvested equity awards will vest on a pro rata and/or accelerated basis as set forth in Exhibit A of the Retirement Agreement and Release. Mr. Crawford will receive a pro-rata bonus for the 2015 fiscal year, to be pro-rated based on target company performance through his “Projected Termination Date” (as defined in Exhibit A of the Retirement Agreement and Release, the “Termination Date”), to be paid following the Retirement Date. In the event a “change in control” (as defined in the Walgreen Co. Executive Severance and Change in Control Plan) occurs prior to the Termination Date, the Retirement Agreement and Release provides that Mr. Crawford would receive the amounts and benefits that he would have received under such plan and his outstanding equity awards if he had a “termination of employment for good reason” (as defined in such plan) within one year of such change in control. Mr. Crawford will also receive certain other retirement benefits that any other eligible senior executive would receive upon retirement and certain retirement benefits provided to employees generally.

Pursuant to the terms of the Consulting Services Agreement, Mr. Crawford will serve as a senior counselor to the senior management and Board of Directors of the Company for the period beginning on January 1, 2015 and ending on December 31, 2015 and, in consideration, will receive a monthly fee of $125,000. The term of the Consulting Services Agreement is subject to earlier termination or extension in certain circumstances specified in the agreement.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Retirement Agreement and Release and the Consulting Services Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.

 

Item 8.01 . Other Events .

The Compensation Committee of the Board of Directors of the Company has approved updated forms of grant agreement for future use under the Company’s Omnibus Incentive Plan.


These forms are attached as Exhibit 10.3 (form of Restricted Stock Unit Award agreement), Exhibit 10.4 (form of Performance Share Award agreement) and Exhibit 10.5 (form of Stock Option Award agreement) hereto.

 

Item 9.01 . Financial Statements and Exhibits .

(d) Exhibits

 

Exhibit

 

Description

10.1   Retirement Agreement and Release between Walgreen Co. and Kermit C. Crawford
10.2   Consulting Services Agreement between Walgreen Co. and Kermit C. Crawford
10.3   Form of Restricted Stock Unit Award agreement
10.4   Form of Performance Share Award agreement
10.5   Form of Stock Option Award agreement


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: August 8, 2014     By:  

/s/ Thomas J. Sabatino, Jr.

    Title:   Executive Vice President,
      General Counsel and Corporate Secretary

Exhibit 10.1

Retirement Agreement and Release for Kermit Crawford

This Retirement Agreement and Release (“ Agreement ”) is entered into between Kermit Crawford (“” I ” or “ Employee ”) and Walgreen Co., its parents, subsidiaries, affiliated companies, predecessors, successors and assigns (“ Walgreens ” or the “ Company ”), describing the application of certain compensation, benefits, and other terms and conditions in connection with Employee’s retirement from the Company. The parties agree as follows:

1. Retirement Date . The parties agree that Employee shall retire from employment with the Company effective December 31, 2014 (the “ Retirement Date ”).

2. Parties . In consideration of and subject to the performance by Walgreens of its obligations under the Walgreen Co. Executive Severance and Change in Control Plan effective as of January 1, 2013, as amended from time to time before the date hereof (the “ Plan ”), Employee hereby releases and forever discharges as of the date hereof the Company and its respective affiliates, subsidiaries and direct or indirect parent entities and all present, former and future shareholders, directors, officers, agents, representatives, employees, successors and assigns of the Company and/or its respective affiliates, subsidiaries and direct or indirect parent entities (collectively, the “ Released Partie s ”) to the extent provided below (together with the Affirmation described in Paragraph 3(b), the “ General Release ”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Plan.

3. Consideration.

(a) In exchange for Employee’s obligations to Walgreens under this Agreement, including the General Release, Walgreens agrees to provide Employee the payments and benefits set forth in the attached Exhibit A . Among the benefits listed in Exhibit A, and in recognition of Employee’s service and dedication to Walgreens, Employee will receive two years of base salary plus target bonus following his Retirement Date, according to the terms of the Plan, which will be paid following Employee’s separation from service, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, Employee will receive pro-rata vesting of the stock options, restricted stock units and performance shares awarded under the 2013 Omnibus Incentive Plan and Long-Term Performance Incentive Plan, each as amended, such that Employee shall become vested in the number of shares set forth in Exhibit A . Further, in the event of a Change in Control (as defined in the Plan) occurs prior to the Projected Termination Date as finally determined (defined in Exhibit A) (“Termination Date”), Employee shall receive such additional amounts and benefits that he would have received under the Plan and his outstanding equity awards as if he had a Termination of Employment for Good Reason during the Post-Change Period.

(b) I understand that any payments or benefits paid or granted to me under Section 4.01 of the Plan (other than the Accrued Obligations) represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in the Plan unless I (i) execute this Agreement, and do not revoke this Agreement within the time period permitted hereafter and (ii) execute the Affirmation and Additional Release attached hereto as Exhibit B (the “ Affirmation ”) on or within 21 days after the Retirement Date, and do not revoke the Affirmation within the revocation period set forth in the


Affirmation. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its Affiliates.

(c) In lieu of an Annual Incentive Award under Section 4.01(a)(ii) of the Plan for the fiscal year in which his termination of employment occurs, Employee shall receive a Pro-Rata Bonus based upon hisTarget Annual Incentive Award calculated through the Termination Date.

4. General Release. Except as provided in paragraphs 6 and 19 below and except for the provisions of the Plan which expressly survive my retirement with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company, including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (all of the foregoing collectively referred to herein as the “ Claims ”).

5. No Assignment of Claims. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 4 above.

6. Waiver of Rights. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding (including but not limited to the Equal Employment Opportunity Commission); provided , however , that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the Accrued Obligations or any severance benefits to which I am entitled under the Plan or this Agreement, (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents or otherwise, (iii) my rights as an equity or security holder in the Company or its Affiliates, (iv) my rights under any equity awards that survive termination of employment; or (v) my rights under any retirement plan that is “qualified” under Section 401(a) of the Internal Revenue Code of 1986.


7. Class and Collective Action Waiver. In signing this General Release, I hereby agree not to bring or participate in any class or collective action against the Company and/or the other Released Parties that asserts, in whole or in part, any claims that arose before I signed this Agreement, whether or not such claims (if brought by me individually) are released by this Agreement.

8. Release Given Full Force and Effect. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver I would not have become a Participant in the Plan. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described herein as of the execution of this General Release.

9. Non-Admissions. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

10. Confidentiality. I agree not to use or disclose any Confidential Information, as defined below, to any person or entity other than the Company, either before or after the Termination Date, without the Company’s prior written consent. Confidential Information means information not generally known by the public about processes, systems, products or services, including proposed products or services, business information, pricing, sales, promotions, financial performance, know-how, or trade secrets of the Company.

11. Regulatory Disclosures. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other regulatory organization or any governmental entity.

12. Knowledge of Potential Claims. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I enter into this agreement despite understanding that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 4 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.


13. Non-Disparagement. I agree that I will not make derogatory statements, either written or oral, or otherwise disparage any Released Party or Walgreens products or services, except as may be required by law. Nor shall I direct, arrange or encourage others to make any such derogatory or disparaging statements on my behalf. The Company agrees that no member of its executive management team, human resources department or investor relations department shall make derogatory statements, either written or oral, or otherwise disparage me, except as may be required by law.

14. Non-Solicitation . I agree that for two years after my Retirement Date for any reason, whether voluntary or involuntary:

(a) I will not directly or indirectly, solicit or otherwise encourage any customer, potential customer, vendor, supplier, partner, PBM or referral source of the Company with which I had direct contact or which I learned confidential information regarding products or services at any time during the last two years of my employment with the Company from ceasing or reducing the amount of business it conducts with the Company;

(b) I will not, nor will I assist any third party to, directly or indirectly (i) raid, hire, solicit, or attempt to persuade any employee of the Company or any person who was an employee of the Company during the 6 months preceding the termination of my employment with the Company, who possesses or had access to confidential information of the Company, to leave the employ of the Company; (ii) interfere with the performance by any such persons of their duties for the Company; or (iii) communicate with any such persons for the purposes described in items (i) and (ii) in this paragraph.

15. Return of Property. I agree that, no later than the end of my services under the Consulting Services Agreement entered into concurrently herewith, I will have returned all Company property, and no Company property will be retained by me, regardless of the form in which it was acquired or held by me.

16. Cooperation. Subject to paragraphs 6 and 11 above, I agree to cooperate with the Company and its agents and representatives during and in connection with all litigation, potential litigation, internal or external investigations, and business matters in which the Company is involved or may become involved, subject to reimbursement of reasonable expenses incurred at the reasonable request of Walgreens.

17. Repayment. I acknowledge that I am obligated to repay all Plan benefits to the Company if I am rehired to a comparable position within 30 days of the Retirement Date. If I am rehired more than 30 days after the Retirement Date, I may keep Plan benefits equal to my weekly rate of pay multiplied by the number of weeks between the Retirement Date and rehire date, but must repay the remainder of Plan benefits to the Company. I further acknowledge that I am not eligible for rehire until I make the repayment described herein.

All incentive compensation paid to Executive pursuant to this Agreement or otherwise in connection with Executive’s employment with the Company shall be subject to forfeiture recovery by Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time to the extent the Board of Directors of the Company determines in good faith that the adoption and maintenance of such policy is necessary to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or is otherwise required by the laws of the United States.


18. Consequences of Breach. I agree that Plan benefits are conditioned on my compliance with all of my commitments set forth in this Agreement. In the event of a material breach of this Agreement by me, the Company shall be entitled to discontinue Plan benefits otherwise payable to me. In addition, I acknowledge that the Confidentiality provisions of this Agreement and the Non-Competition Agreements, as defined in paragraph 21 below, are necessary to enable the Company to maintain its competitive position and any actual or threatened breach of this covenant will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. In the event of any actual or threatened breach of these covenants, the Company shall be entitled to injunctive relief, including the right to a temporary restraining order, and other relief, including damages, as may be proper. The foregoing stipulated damages and remedies of the Company are in addition to, and not to the exclusion of, any other damages the Company may be able to prove.

19. No Future Waiver. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Plan that occurs after the date hereof. I further agree that this General Release does not waive or release any rights or claims that I may have, including under the Age Discrimination in Employment Act, which arise after the date I execute this General Release.

20. Governing Law and Severability. Federal or state law within the State of Illinois shall govern the validity, enforcement and interpretation of this General Release notwithstanding any state’s choice of law provisions to the contrary. In the event any portion of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

21. Complete Agreement. This Agreement constitutes the parties’ entire agreement and cancels, supersedes, and replaces any and all prior proposals, understandings, and agreements (written, oral or implied) regarding all matters addressed herein, except Employee shall continue to be bound by all obligations set forth in any prior agreements, undertakings, waivers and assignments involving confidential information, inventions, non-competition, non-solicitation, non-inducement, patents, copyrights, trademarks and other intellectual property, and compliance with laws and policies, specifically including but not limited to the Non-Competition, Non-Solicitation and Confidentiality Agreement(s) executed by Employee in connection with one or more Walgreens Restricted Stock Unit grants (the “Non-Competition Agreements”). With respect to the Non-Competition Agreements, the Company and Employee acknowledge and agree that the businesses that shall be considered “Competing Business Lines,” as defined therein, shall be limited to the entities set forth on a list provided by the Company to Employee concurrently with this Agreement. The terms of this Agreement may not be altered or modified except by written agreement of Employee and the Company. In connection with this Agreement’s acceptance and execution, neither Employee nor the Company is relying on any representation or promise that is not expressly stated in this Agreement.

22. BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

(a) I HAVE READ IT CAREFULLY; AND I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED


TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

(b) I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

(c) THE COMPANY HAS ADVISED ME TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

(d) I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

(e) I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

(f) I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

(g) I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

23. Counterparts and Facsimile Signatures . This Agreement may be executed in counterparts which, taken together, constitute a single, enforceable instrument.

24. Full Knowledge and Authority to Sign . Other than as stated herein, Employee and Walgreens attest that each of them has the authority to enter into this Agreement (including the provisions set forth on Exhibit A hereto), that no promise or inducement other than as stated herein has been offered for this Agreement, that they are legally competent to execute this Agreement, and that they accept the full responsibility therefor. Walgreens further acknowledges that the individual set forth below has full corporate power and authority to execute this Agreement on behalf of the Company and to bind the Company in all respects.

Entered and Agreed to:

 

Dated: August 5, 2014      

/s/ Kermit Crawford

    Kermit Crawford
    Walgreen Co.
Dated: August 5, 2014     By:  

/s/ Kathleen Wilson-Thompson

      Kathleen Wilson-Thompson
      Senior Vice President and CHRO


EXHIBIT A

Summary of Estimated Benefits for Kermit Crawford

This is a summary of your separation benefits for which you are eligible.

It is only for planning purposes and may change as more current records become available.

 

Last Day Worked (LDW)

  12/31/2014    Hire Date   4/16/1983 (31 years)   

Projected Termination Date *

  4/30/15    Age   55   

 

Paid Time Off (“PTO”)*    Your accrued unused PTO and banked vacation hours will be paid to you in a lump sum within four (4) weeks of your termination date.
Severance    $3,300,000.00 (equal to 2X salary plus target bonus, gross amount)
Fiscal 2015 Bonus    FY 2015 bonus, to be pro-rated based on target through Projected Termination Date, to be paid as soon as practicable following Retirement date.
Stock Options    Options become vested three years after grant date.
   Options awarded under the Executive Stock Option Plan:
   Exercise vested options within 60 months following the Termination Date or prior to expiration date, whichever is earlier . Unvested options continue vesting for a period of 60 months after the Termination Date. These options must be exercised between the vesting date and the end of the 60 month period following the Termination Date.

 

   

Grant Date

  

Options

Granted/

Outstanding

  

Grant Price

 

Status

  

Expiration Date

    
  9/1/2006    17,337    $49.46   Vested    9/1/2016   
  9/1/2007    26,403    $45.07   Vested    9/1/2017   
  9/1/2008    23,552    $36.43   Vested    9/1/2018   
  9/1/2009    30,778    $34.04   Vested    9/1/2019   
  1/14/2010    3,745    $37.11   Vested    1/14/2020   
  9/1/2011    53,366    $35.65   Vests 09/01/14    5 yrs from Term Date   
  11/1/2012    96,016    $35.50   Not vested—to be fully vested as of Termination Date upon special agreement    5 yrs from Term Date   
 

 

Options awarded under the 2013 Omnibus Incentive Plan:

 

 

Unvested options will be deemed to have 1 year of additional service credit as of the Termination Date. Exercise vested options within 1 year following Termination Date; remaining unvested options are forfeited.

 

Grant Date

  

Options

Granted/

Outstanding

  

Grant Price

 

            Status             

    
  11/1/2013    84,291    $60.52  

Not vested because Termination Date is more than one year prior to the scheduled

vesting date – to be prorated

as of Termination Date upon

special agreement

  
 

 

Options may only be exercised during an open trading window.

 

 

Please refer to your Fidelity account ( www.Fidelity.com ) to view and/or exercise your outstanding stock option awards. Detailed terms and conditions for each award can be found in the Grant Agreement under the “grant details” link


EXHIBIT A

 

Restricted Stock Units    RSUs become vested and distributed in shares of Walgreen Co. stock after a three-year vesting period.
   RSUs granted under the Long-Term Performance Incentive Plan:
   Unvested RSUs will be prorated based on the number of full months worked in the vesting period and will be paid on the six-month anniversary of the Termination Date.

 

   

Grant Date

  

RSUs Granted

  

            Status             

         
  8/15/2011    13,996.875   

Not vested—to be fully vested

as of Termination Date upon

special agreement

     
  9/1/2011    13,811.695    Vests 9/1/2014      
  11/1/2012    18,575.752   

Not vested—to be fully vested

as of Termination Date upon

special agreement

     
  RSUs granted under the 2013 Omnibus Incentive Plan:
  Unvested RSUs vesting within 12 months of the Termination Date, will vest on the Termination Date and will be paid on the six-month anniversary of the Termination Date. Remaining RSUs are forfeited.
   

Grant Date

  

RSUs Granted

  

            Status             

         
  11/1/2013    14,312.279   

Not vested because

Termination Date is more than one

year prior to scheduled

vesting date – to be prorated

as of Termination Date upon

special agreement

     
  Shares may only be sold during an open trading window.

 

Performance Shares    Typically, performance shares become vested and distributed in shares of Walgreen Co. stock after the completion of a three-year performance period.
   Performance shares awarded under the Long-Term Performance Incentive Plan
   Upon special agreement, outstanding performance shares will be prorated and settled as soon as administratively practicable following termination of employment. Prorated shares will be determined based upon the number of months completed in the performance period. Performance will be at the levels noted for each award.

 

   

Grant Date

  

Contingent Award

  

            Status             

         
  9/1/2011    (target) 18,402    Vests 9/1/2014      
  11/1/2012    (target) 28,902    Not vested (to be prorated)      
  Performance shares awarded under the 2013 Omnibus Incentive Plan
  Upon special agreement, prorated shares will be settled as soon as administratively practicable following termination of employment. Performance will be assumed to be 100% of target.
   

Grant Date

  

Contingent Award

  

            Status             

         
  11/1/2013    (target) 23,358    Not vested (to be prorated)      
  Shares may only be sold during an open trading window.


EXHIBIT A

 

Profit Sharing Plan and Executive Deferred Profit Sharing Plan     

Your options for your account balance under the Profit Sharing Plan are:

 

•   choose to have your account distributed to you in monthly or annual installments or a single lump sum, or

 

•   leave your money in the Plan and defer payment (and taxes) to some later date, but you must begin receiving payments when you reach age 70  1 2 , or

 

•   defer income tax, by rolling your Plan account balance into a new employer’s plan (if allowed) or an IRA.

 

You will receive information regarding the timing and form of payment of your current balance in the Executive Deferred Profit Sharing plan

 

Deferred Compensation/ Capital Accumulation      Payments from Walgreen Co. Executive Deferred Compensation/Capital Accumulation Plans will start based on the normal retirement distribution schedule.
Other Benefits      If you are currently enrolled in Walgreens 2014 medical (including prescription drug), dental and/or vision insurance, your coverage will continue through the last day of the month in which your employment is terminated. Disability insurance coverage ends on your last day worked. Reimbursement of premiums for COBRA coverage with respect to medical (including prescription drug), dental and/or vision insurance for the COBRA period, but not more than 24 months after your active benefit coverage has ended, to the extent such premiums exceed the premiums payable for similar coverage by active team members.

Retiree Medical

& Prescription Drug Plan

    

Eligibility criteria for continued medical and prescription drug coverage for retirees:

 

(i) Hire date prior to 12/31/2001; (ii) at least 25 years of continuous service; (iii) be at least age 55;

(iv) participant in Walgreens health plan; (v) retire in good standing; and (vi) as of 1/1/2010, either (a) attained age 40 or (b) attained age and years of service that total at least 50.

Company Paid Life Insurance      $5,000 of Company-paid life insurance continued until 65 th birthday, if enrolled in the Retiree Medical & Prescription Drug Plan
Retiree Walgreens Discount      Eligible
Other Benefits     

•   Company-paid annual physical examination up to age 70

 

•   Continuation of preferred flight status within the United Airlines Mileage Plus Program

 

* Final Termination Date will be adjusted to reflect any PTO/vacation taken that is not yet reflected in Walgreens systems.


EXHIBIT B

AFFIRMATION AND ADDITIONAL RELEASE

By my signature below, I hereby re-execute and affirm the Retirement Agreement and Release originally signed by me on August 5, 2014 (the “ General Release ”). Further, I hereby release and waive any and all claims described in the General Release that exist or may exist on or prior to the date I sign this Affirmation and Additional Release (this “ Affirmation ”), including, without limitation, claims under the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act) (“ ADEA ”). I understand that I (a) may not sign this Affirmation until on or after my Retirement Date and (b) must return a signed copy of this Affirmation to the Company within 21 days after my Retirement Date.

Employee, by his free and voluntary act of signing below, (i) acknowledges that he has been given a period of at least twenty-one (21) days to consider whether to agree to the terms contained herein, (ii) acknowledges that he has been advised in writing to consult with an attorney prior to executing this Affirmation, (iii) acknowledges that he understands that this Affirmation specifically releases and waives all rights and claims Employee may have under the ADEA on or prior to the date on which Employee signs this Affirmation, and for valuable consideration to which he otherwise would not be entitled, and (iv) agrees to all of the terms of this Affirmation and the General Release and intends to be legally bound thereby.

Furthermore, Employee acknowledges that the promises and benefits provided for in Section 3 of the General Release will be delayed until the General Release and this Affirmation become effective, enforceable and irrevocable. This Affirmation will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee. During the seven-day period following the date on which Employee executes this Affirmation, Employee may revoke his agreement to accept the terms of this Affirmation by indicating his revocation in writing to the General Counsel of the Company. If Employee exercises his right to revoke this Affirmation, Employee shall not be eligible to receive and shall forfeit his right to receive any of the payments or benefits provided in the General Release, and to the extent such payments or benefits have already been made, Employee agrees that he will immediately reimburse the Company for the amounts of such promises and benefits.

Terms not defined in this Affirmation shall have the same meaning as defined in the General Release.

 

EMPLOYEE

 

Kermit Crawford
Date:

Exhibit 10.2

CONSULTING SERVICES AGREEMENT WITH KERMIT CRAWFORD

This CONSULTING SERVICES AGREEMENT (“Agreement”) is entered as of August 5, 2014, by and between Walgreen Co., an Illinois corporation, on behalf of itself and its subsidiaries and affiliates, (“Walgreens”) and Kermit Crawford, an individual residing at [Address] (“Consultant”).

WHEREAS, Consultant has been continuously in the employ of the Company since 1983 and is retiring from the Company as of December 31, 2014;

WHEREAS, Walgreens desires that, following Consultant’s retirement from the Company, he shall provide advice and counsel to Walgreens leadership on certain strategic matters; and

WHEREAS, both parties wish to enter into this Agreement to cover the terms and conditions of this arrangement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1: SERVICES

During the Term (as defined in Article 3 below), Consultant agrees to make available to Walgreens Consultant’s personal services (the “Services”) to provide advice and counsel on key strategic matters to Walgreens leadership, which may include both senior management and the Board of Directors. There is no set time commitment related to the Services, provided that it is expected that Consultant’s Services will exceed 20% of the average level of services performed by Consultant as an employee of the Company over the 36-month period immediately prior to January 1, 2015. Consultant agrees to devote sufficient time and attention to the performance of the Services. The Services may include, without limitation, advice, counsel and project work related to pharmacy matters, leadership and management transition matters and overall strategic direction. Consultant shall report directly to the Chief Executive Officer of the Company. Consultant agrees that the Services (a) will be performed in a diligent and professional manner; (b) will conform to the provisions of this Agreement; and (c) will be performed in accordance with applicable laws.

ARTICLE 2: FEES

2.1 Fees. Walgreens will pay Consultant a consulting fee in the amount of $125,000 per month for the Services performed hereunder during the Term.

2.2 Expenses. Consultant shall be reimbursed all pre-approved, reasonable expenses for airfare, accommodations, transportation and meals incurred in accordance with Walgreens’ business expense policies and guidelines.

2.3 Taxes. Consultant shall be responsible for all income and other taxes due to any taxing authority with respect to the fees paid hereunder. Walgreens is not required to pay nor will

 

- 1 -


CONSULTING SERVICES AGREEMENT WITH KERMIT CRAWFORD

 

Consultant invoice Walgreens for sales tax on Services. Each party shall be responsible for the payment of other taxes, if any, imposed upon it in connection with, or as a result of, this Agreement.

ARTICLE 3: TERM OF AGREEMENT

This Agreement will commence on January 1, 2015 and shall continue through December 31, 2015 (the “Term”). Following the completion of this initial Term, this Agreement shall end, subject to the possible extension of the term of this Agreement by mutual written agreement of the parties. If so extended, the parties shall execute an amendment to this Agreement or new Agreement to cover the terms and condition of the extended Agreement.

ARTICLE 4: TERMINATION

This Agreement shall terminate at the end of the Term, as described in Article 3 above. Alternatively, and notwithstanding Article 3 above, this Agreement may be terminated prior to the end of the Term, (i) by either party without advance notice, based on the material breach by the other party of any material term of this Agreement or the Retirement Agreement and Release between Walgreens and Consultant, dated August 5, 2014 (the “Retirement Agreement”); (ii) by Consultant upon no less than 2 weeks notice, in order to comply with a condition of new employment with a third party; or (iii) by the Company for “Cause”. Upon termination of this Agreement due to (i) (ii) or (iii) above, Walgreens shall pay Consultant only for Services performed and expenses incurred prior to the effective date of termination. Such payment will be pro-rated to account for the portion of the Term completed prior to termination of this Agreement. In the event Walgreens terminates this Agreement for a reason other than Cause, it shall continue to pay Consultant the total fee due under this Agreement throughout the remainder of the then existing Term. “Cause” shall mean: (a) willful misconduct, including fraud, embezzlement or breach of the duty of loyalty; (ii) gross negligence that is materially injurious to the Company; (iii) conviction or a plea of no contest to a felony or misdemeanor involving moral turpitude; or (iv) a material breach of this Agreement that remains uncured for a period of 10 days following written notice of the alleged breach. Pursuant to its terms, Article 5 below will survive any expiration or termination of this Agreement.

ARTICLE 5: RESTRICTIVE COVENANTS; CONFIDENTIAL INFORMATION

During the Term, Consultant shall remain subject to all continuing restrictive covenants and other continuing obligations as a former employee of Walgreens, including but not limited to all obligations included or referenced in the Retirement Agreement. For the avoidance of doubt, none of those other obligations shall be extended in duration by virtue of this Agreement, but all such obligations shall apply to the performance of the Services hereunder, as the context permits.

ARTICLE 6: INDEMNIFICATION

The Company shall indemnify (including the advancement of attorneys’ fees and costs) and hold Consultant harmless from any actual or threatened liabilities, claims, causes of action, damages, fees, fines and penalties to the fullest extent permitted by applicable law arising out of Consultant’s performance of services under this Agreement.

 

- 2 -


CONSULTING SERVICES AGREEMENT WITH KERMIT CRAWFORD

 

ARTICLE 7: GENERAL PROVISIONS

7.1 Independent Contractor. Consultant understands and agrees that Consultant is serving as an independent contractor of Walgreens, and that Consultant is not an employee of Walgreens. Consultant further understands and agrees that Walgreens will not withhold any income or other taxes from the amounts paid to Consultant, and that Consultant is responsible for paying Consultant’s own income, social security, Medicare and other applicable taxes. Consultant further understands and agrees that Consultant will not have any right to the benefits under, or rights and privileges to participate in, Walgreens’ employee benefit plans (all of which are made available only to Walgreens’ employees), except to the extent of his continuing rights and benefits as a retiree of Walgreens. Consultant further agrees that any future reclassification of Consultant from independent contractor to employee status by a taxing authority will not confer upon Consultant eligibility for any retroactive or prospective Walgreens benefits.

7.2 Publicity. Except in the course of carrying out the Services under this Agreement, neither party will use the name(s), trademark(s) or trade name(s), whether registered or not, of the other party in publicity or press releases or advertising or in any manner, including customer lists, without that party’s prior written consent. Consent of Walgreens shall not be valid unless obtained from an officer of Walgreens.

7.3 Intellectual Property . Consultant agrees that all patentable or copyrightable ideas, writings, drawings, inventions, designs, parts, machines or processes developed as a result of, or in the course of, the Services shall be the property of Walgreens. Consultant herewith assigns all rights in such intellectual property to Walgreens, and shall supply all assistance reasonably requested in securing for Walgreens’ benefit any patent, copyright, trademark, service mark, license, right or other evidence of ownership of any such intellectual property, and will provide full information regarding any such item and execute all appropriate documentation prepared by Walgreens in applying or otherwise registering, in Walgreens’ name, all rights to any such item. Walgreens has the right to grant licenses to make, use, buy or sell any product or service derived from the Services performed under this Agreement to its affiliates and subsidiaries.

7.4 Conduct . Consultant will comply with all applicable Walgreens’ policies including, but limited to: (i) no smoking; (ii) drug-free environment; (iii) dress code; (iv) non-harassment; (v) travel/expense guidelines; (vi) all safety and security policies (including a prohibition against weapons), and (vii) computer security and use policies.

7.5 HIPAA Privacy. Consultant represents that in the performance of the Services pursuant to this Agreement, Consultant will fully comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the standards issued by the US Department of Health and Human Services at 45 C.F.R. Parts 160 and 164, to protect the security and privacy of individually identifiable health information generated by or received from Walgreens, if any, and if required by Walgreens, Consultant agrees to enter into a Business Associates Agreement with Walgreens in form and substance acceptable to Walgreens. Consultant will immediately provide written notice to the Office of Walgreens’ Chief Privacy

 

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CONSULTING SERVICES AGREEMENT WITH KERMIT CRAWFORD

 

Officer at 200 Wilmot Road, MS# 9000, Deerfield, Illinois 60015 if in the course of providing Services to Walgreens, Consultant has obtained or will obtain access to individually identifiable health information (“protected health information” or “PHI”) as defined by HIPAA.

7.6 Non-Assignment. Consultant may not assign or delegate this Agreement or any of Consultant’s rights or obligations under this Agreement without the prior written consent of Walgreens. Any attempted assignment or delegation without the necessary consent shall be void. Subject to the provisions of this Section, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

7.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement.

7.8 Entire Agreement. Except as otherwise specified herein, this Agreement supersedes all prior understandings and agreements between the parties with respect to the subject matter hereof and may not be changed or terminated orally, and no change, termination or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.

7.9 Governing Law. This Agreement shall be interpreted according to the laws of the State of Illinois.

IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties hereto.

 

WALGREEN CO.
By:  

/s/ Kathleen Wilson-Thompson

Name:   Kathleen Wilson-Thompson
Title:   Senior Vice President and Chief Human Resources Officer

CONSULTANT

/s/ Kermit Crawford

Kermit Crawford

 

- 4 -

Exhibit 10.3

(ORSU15)

WALGREEN CO.

2013 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreen Co., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by Walgreen Co., which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of securities or financial instruments of Walgreen Co. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content.


(ORSU15)

 

WALGREEN CO.

2013 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Participant Name:

Participant ID:

Grant Date:

Units Granted:

Vesting:

Acceptance Date:

Electronic Signature:

This document (referred to below as this “Agreement”) spells out the terms and conditions of the Restricted Stock Unit Award (the “Award”) granted to you by Walgreen Co., an Illinois corporation (the “Company”), pursuant to the Walgreen Co. 2013 Omnibus Incentive Plan (the “Plan”) on and as of the Grant Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan. The Plan, as it may be amended from time to time, is incorporated into this Agreement by this reference.

You and the Company agree as follows:

1. Grant of Restricted Stock Units . Pursuant to the approval and direction of the Compensation Committee of the Company’s Board of Directors (the “Committee”), the Company hereby grants you the number of Restricted Stock Units specified above (the “Restricted Stock Units”), subject to the terms and conditions of the Plan and this Agreement.

2. Restricted Stock Unit Account and Dividend Equivalents . The Company will maintain an account (the “Account”) on its books in your name to reflect the number of Restricted Stock Units awarded to you as well as any additional Restricted Stock Units credited as a result of Dividend Equivalents. The Account will be administered as follows:

(a) The Account is for recordkeeping purposes only, and no assets or other amounts shall be set aside from the Company’s general assets with respect to such Account.

(b) As of each record date with respect to which a cash dividend is to be paid with respect to shares of Company common stock, par value $.078125 per share (“Common Stock”), the Company will credit your Account with an equivalent amount of Restricted Stock Units determined by dividing the value of the cash dividend that would have been paid on your Restricted Stock Units if they had been shares of Common Stock, divided by the value of Common Stock on such date.

(c) If dividends are paid in the form of shares of Common Stock rather than cash, then your Account will be credited with one additional Restricted Stock Unit for each share of Common Stock that would have been received as a dividend had your outstanding Restricted Stock Units been shares of Common Stock.


(ORSU15)

 

(d) Additional Restricted Stock Units credited via dividend equivalents shall vest or be forfeited at the same time as the Restricted Stock Units to which they relate.

3. Restricted Period . The period prior to the vesting date with respect each Restricted Stock Unit is referred to as the “Restricted Period.” Subject to the provisions of the Plan and this Agreement, unless vested or forfeited earlier as described in Section 4, 5, 6 or 7 of this Agreement, as applicable, your Restricted Stock Units will become vested and be settled as described in Section 8 below, as of the vesting date or dates indicated in the introduction to this Agreement, provided the performance goal in this Section 3, (“Performance Goal”) is satisfied in the [performance period] ending [date]. The Performance Goal is attainment of [specify per Plan] [[    ]% of threshold [performance metric] established as a goal for the [performance period] ending [date], as determined under the Management Incentive Plan] and certified by the Committee. If the Performance Goal is not attained as of the end of the [performance period], the Restricted Stock Units awarded hereunder shall be thereupon forfeited.

4. Disability or Death . If during the Restricted Period you have a Termination of Service by reason of Disability or death, then the Restricted Stock Units will become fully vested as of the date of your Termination of Service and the Vesting Date shall become the date of your Termination of Service. Any Restricted Stock Units becoming vested by reason of your Termination of Service by reason of Disability or death shall be settled as provided in Section 8.

5. Retirement . If within 12 months of the Vesting Date you have a Termination of Service by reason of Retirement, then the Vesting Date shall become the date of your Termination of Service. Any Restricted Stock Units becoming vested by reason of your Retirement shall be settled as provided in Section 8.

6. Termination of Service Following a Change in Control . If during the Restricted Period there is a Change in Control of the Company and within the one-year period thereafter you have a Termination of Service initiated by the Company (or a Subsidiary of the Company if such Subsidiary is your direct employer) other than for Cause (as defined in Section 7), then your Restricted Stock Units shall become fully vested, and they shall be settled in accordance with Section 9. For purposes of this Section 6, a Termination of Service initiated by the Company shall include a Termination of Employment for Good Reason under - and pursuant to the terms and conditions of – the Walgreen Co. Executive Severance and Change in Control Plan, but only to the extent applicable to you as an eligible participant in such Plan.

7. Other Termination of Service . If during the Restricted Period you have a voluntary or involuntary Termination of Service for any reason other than as set forth in Section 4, 5, or 6 above or Section 9 below, as determined by the Committee, then you shall thereupon forfeit any Restricted Stock Units that are still in a Restricted Period on your termination date. For purposes of this Agreement, “Cause” means any one or more of the following, as determined by the Committee in its sole discretion:

(a) your commission of a felony or any crime of moral turpitude;

(b) your dishonesty or material violation of standards of integrity in the course of fulfilling your employment duties to the Company or any Affiliate;

(c) your material violation of a material written policy of the Company or any Affiliate violation of which is grounds for immediate termination;


(ORSU15)

 

(d) your willful and deliberate failure to perform your employment duties to the Company or any Affiliate in any material respect, after reasonable notice of such failure and an opportunity to correct it; or

(e) your failure to comply in any material respect with the Foreign Corrupt Practices Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Truth in Negotiations Act, or any rules or regulations thereunder.

8. Settlement of Vested Restricted Stock Units . Subject to the requirements of Section 13 below, as promptly as practicable after the applicable Vesting Date, whether occurring upon your Separation from Service or otherwise, but in no event later than 75 days after the Vesting Date, the Company shall transfer to you one share of Common Stock for each Restricted Stock Unit becoming vested at such time, net of any applicable tax withholding requirements in accordance with Section 10 below; provided, however, that, if you are a Specified Employee at the time of Separation from Service, then to the extent your Restricted Stock Units are deferred compensation subject to Section 409A of the Code, settlement of which is triggered by your Separation from Service (other than for death), payment shall not be made until the date which is six months after your Separation from Service. Fractional shares shall be settled in cash at the same time as your shares of Common Stock are delivered.

9. Settlement Following Change in Control . Notwithstanding any provision of this Agreement to the contrary, the Company may, in its sole discretion, fulfill its obligation with respect to all or any portion of the Restricted Stock Units that become vested in accordance with Section 6 above, by:

(a) delivery of (i) the number of shares of Common Stock that corresponds with the number of Restricted Stock Units that have become vested or (ii) such other ownership interest as such shares of Common Stock that correspond with the vested Restricted Stock Units may be converted into by virtue of the Change in Control transaction;

(b) payment of cash in an amount equal to the fair market value of the Common Stock that corresponds with the number of vested Restricted Stock Units at that time; or

(c) delivery of any combination of shares of Common Stock (or other converted ownership interest) and cash having an aggregate fair market value equal to the fair market value of the Common Stock that corresponds with the number of Restricted Stock Units that have become vested at that time.

Settlement shall be made as soon as practical after the Restricted Stock Units become fully vested under Section 7, but in no event later than 30 days after such date.

10. Tax Withholding . The Company may make such provisions and take such actions as it may deem necessary or appropriate for the withholding of any Federal, state, local income and employment taxes and other taxes required by law to be withheld with respect to the Restricted Stock Units, including, but not limited to, deducting the amount of any such withholding taxes from the amount to be paid hereunder, whether in Common Stock or in cash, or from any other amount then or thereafter payable to you, or requiring you or your beneficiary or legal representative to pay to the Company the amount required to be withheld or to execute such documents as the Committee or its designee deems necessary or desirable to enable the


Company to satisfy its withholding obligations. The Company may refuse to deliver Common Stock if you, your beneficiary or legal representative fail to comply with your or its obligations under this Section. Regardless of any action the Company takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Taxes”) that you are required to bear pursuant to all applicable laws, any and all Taxes are your responsibility.

11. Nontransferability . During the Restricted Period and thereafter until Common Stock is transferred to you in settlement thereof, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Restricted Stock Units whether voluntarily or involuntarily or by operation of law, other than by beneficiary designation effective upon your death, or by will or by the laws of intestacy.

12. Rights as Shareholder . You shall have no rights as a shareholder of the Company with respect to the Restricted Stock Units until such time as a certificate of stock for the Common Stock issued in settlement of such Restricted Stock Units has been issued to you or such shares of Common Stock have been recorded in your name in book entry form. Until that time, you shall not have any voting rights with respect to the Restricted Stock Units. Except as provided in Section 9 above, no adjustment shall be made for dividends or distributions or other rights with respect to such shares for which the record date is prior to the date on which you become the holder of record thereof. Anything herein to the contrary notwithstanding, if a law or any regulation of the Securities and Exchange Commission or of any other body having jurisdiction shall require the Company or you to take any action before shares of Common Stock can be delivered to you hereunder, then the date of delivery of such shares may be delayed accordingly.

13. Securities Laws . If a Registration Statement under the Securities Act of 1933, as amended, is not in effect with respect to the shares of Common Stock to be delivered pursuant to this Agreement, you hereby represent that you are acquiring the shares of Common Stock for investment and with no present intention of selling or transferring them and that you will not sell or otherwise transfer the shares except in compliance with all applicable securities laws and requirements of any stock exchange on which the shares of Common Stock may then be listed.

14. Change in Common Stock . In the event of any change in Common Stock, by reason of any stock dividend, recapitalization, reorganization, split-up, merger, consolidation, exchange of shares, or of any similar change affecting Common Stock, the number of Restricted Stock Units subject to this Agreement shall be equitably adjusted by the Committee.

15. No Guarantee of Employment . Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any of its subsidiaries to terminate your employment at any time, nor confer upon your or any employee any right to continue in the employ of the Company or any of its subsidiaries. No employee shall have a right to be selected to be granted Restricted Stock Units or any other Award under the Plan.

16. Committee Authority; Recoupment . It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate for the administration of the Plan and this Agreement, including the enforcement of any recoupment policy, all of which shall be binding upon you and any claimant. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.


(ORSU15)

 

17. Non-Competition, Non-Solicitation and Confidentiality . As a condition to the receipt of this Restricted Stock Unit Award, you must agree to the Non-Competition, Non-Solicitation and Confidentiality Agreement attached hereto as Exhibit A by executing that Agreement. Failure to execute and return the Non-Competition, Non-Solicitation and Confidentiality Agreement within 120 days of the Award Date shall constitute your decision to decline to accept this Restricted Stock Unit Award.

18. Amendment or Modification, Waiver . Except as set forth in the Plan, no provision of this Agreement may be amended or waived unless the amendment or waiver is agreed to in writing, signed by you and by a duly authorized officer of the Company. No waiver of any condition or provision of this Agreement shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

19. Governing Law and Jurisdiction . This Agreement is governed by the substantive and procedural laws of the state of Illinois. You and the Company shall submit to the exclusive jurisdiction of, and venue in, the courts in Illinois in any dispute relating to this Agreement.

20. Conformity with Applicable Law . If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

21. Successors . This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon your death, acquire any rights hereunder.

****

This Agreement contains highly sensitive and confidential information. Please handle it accordingly.

Please read the attached Exhibit A. Once you have read and understood this Agreement and Exhibit A, please click the acceptance box to certify and confirm your agreement to be bound by the terms and conditions of this Agreement and Exhibit A, and to acknowledge your receipt of the Prospectus, the Plan and this Agreement and your acceptance of the terms and conditions of the Restricted Stock Unit Award granted hereunder.


(ORSU15)

 

EXHIBIT A

WALGREEN CO. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT

This Exhibit forms a part of the Restricted Stock Unit Agreement covering Restricted Stock Units awarded to an employee of Walgreen Co., on behalf of itself, its affiliates, subsidiaries, and successors (collectively referred to as “Employee” and the “Company”).

WHEREAS, the Company develops and/or uses valuable business, technical, proprietary, customer and patient information it protects by limiting its disclosure and by keeping it secret or confidential;

WHEREAS, Employee acknowledges that during the course of employment, he or she has or will receive, contribute, or develop such confidential information; and

WHEREAS, the Company desires to protect from its competitors such confidential information and also desires to protect its legitimate business interests and goodwill in maintaining its employee and customer relationships.

NOW THEREFORE, in consideration of the Restricted Stock Unit Award issued to Employee pursuant the Agreement to which this is attached as Exhibit A, Employee agrees to be bound by the terms of this Agreement:

1. Confidentiality . I understand that during the course of my employment with the Company, I have or will have access to the Company’s Confidential Information, meaning information which is not generally ascertainable by proper means by the public, or which has limited disclosure within the Company, or which is treated or designated as confidential; the disclosure of which could reasonably be harmful to the Company’s legitimate business interests.

I understand that “Confidential Information” includes, but is not limited to, the following:

 

  (a) business or marketing plans, trade secrets, selling and pricing procedures and techniques, customer records,

 

  (b) customer lists, requirements, and information,

 

  (c) databases and software developed or used by the Company, financial information and projections, and other information for which the Company has assumed an obligation of confidentiality.

I agree to only use the Company’s Confidential Information as necessary to perform my job during my employment with the Company. I agree not to disclose any Confidential Information to anyone outside the Company without the Company’s prior written consent, unless as necessary to perform my job during my employment with the Company. I agree that these obligations apply during my employment with the Company and at all times thereafter.

2. Non-Competition . I agree that during my employment with the Company and for one year after the termination of my employment, I will not, directly or indirectly, invest in, own, operate, finance, control, or provide Competing Services to any Competing Business Line, in both cases as defined below. I understand that the restrictions in this paragraph apply no matter whether my employment is terminated by me or the Company and no matter whether that termination is voluntary or involuntary. The above restrictions shall not apply to passive


(ORSU15)

 

investments of less than 5% ownership interest in any entity. I understand that the term “Competing Business Line” used in this Agreement means any business that is in competition with any business engaged in by the Company with respect to which I provide substantial services during the last two years of my employment with the Company.

I understand that I will be deemed to be providing “Competing Services” if the nature of such services are sufficiently similar in position scope and geographic scope to any position held by me during the last two years of my employment with the Company, such that my engaging in such services on behalf of a Competing Business Line may pose competitive harm to the Company.

3. Non-Solicitation . I agree that during my employment with the Company and for two years after the termination of my employment from the Company for any reason, whether voluntary or involuntary:

 

  (a) I will not directly or indirectly, offer, provide or sell or participate in offering, providing or selling, products or services competitive with or similar to products or services offered by, developed by, designed by or distributed by the Company to any person, company or entity which was a customer, potential customer or referral source of the Company for such products or services and with which I had direct contact or about which I learned confidential information regarding such products or services at any time during the last two years of my employment with the Company;

 

  (b) I will not directly or indirectly solicit or participate in soliciting products or services competitive with or similar to products or services offered by, developed by, designed by or distributed by the Company to any person, company or entity which was a customer, potential customer or referral source of the Company for such products or services and with which I had direct contact or about which I learned confidential information regarding such products or services at any time during the last two years of my employment with the Company

 

  (c) I will not, nor will I assist any third party to, directly or indirectly (i) raid, hire, solicit, or attempt to persuade any employee of the Company or any person who was an employee of the Company during the 6 months preceding the termination of my employment with the Company, who possesses or had access to confidential information of the Company, to leave the employ of the Company; (ii) interfere with the performance by any such persons of their duties for the Company; or (iii) communicate with any such persons for the purposes described in items (i) and (ii) in this paragraph.

4. Non-Inducement . I will not directly or indirectly assist or encourage any person or entity in carrying out or conducting any activity that would be prohibited by this Agreement if such activity were carried out or conducted by me.

5. Nondisparagement . I agree (whether or not I am then an Employee) not to make negative comments or otherwise disparage the Company, its Affiliates, or any of their officers, directors, employees, shareholders, members, agents or products other than in the good faith performance of my duties to the Company and its Affiliates while I am employed by


(ORSU15)

 

the Company and its Affiliates and thereafter. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).

6. Intellectual Property. The term “Intellectual Property” shall mean all trade secrets, ideas, inventions, designs, developments, devices, software, computer programs, methods and processes (whether or not patented or patentable, reduced to practice or included in the Confidential Information) and all patents and patent applications related thereto, all copyrights, copyrightable works and mask works (whether or not included in the Confidential Information) and all registrations and applications for registration related thereto, all Confidential Information, and all other proprietary rights contributed to, or conceived or created by, or reduced to practice by Employee or anyone acting on its behalf (whether alone or jointly with others) at any time from the beginning of Employee’s employment with Walgreens to the termination of that employment plush ninety (90) days (i) relate to the business or to the actual or anticipated research or development of Walgreens; (ii) result from any services that Employee or anyone acting on its behalf perform for Walgreens; or (iii) are created using the equipment, supplies or facilities of Walgreens or any Confidential Information.

 

  a. Ownership. All Intellectual Property is, shall be and shall remain the exclusive property of Walgreens. Employee hereby assigns to Walgreens all right, title and interest, if any, in and to the Intellectual Property; provided, however, that, when applicable, Walgreens shall own the copyrights in all copyrightable works included in the Intellectual Property pursuant to the “work-made-for-hire” doctrine (rather than by assignment), as such term is defined in the 1976 Copyright Act. All Intellectual Property shall be owned by Walgreens irrespective of any copyright notices or confidentiality legends to the contrary which may be placed on such works by Employee or by others. Employee shall ensure that all copyright notices and confidentiality legends on all work product authored by Employee or anyone acting on its behalf shall conform to Walgreens’s practices and shall specify Walgreens as the owner of the work. Walgreens hereby provides notice to Employee that the obligation to assign does not apply to an invention for which no equipment, supplies, facility, or trade secret information of Walgreens was used and which was developed entirely on the Employee’s own time, unless (a) the invention relates (i) to the business of Walgreens, or (ii) to Walgreen’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for Walgreens.

 

  b. Keep Records. Employee shall keep and maintain, or cause to be kept and maintained by anyone acting on its behalf, adequate and current written records of all Intellectual Property in the form of notes, sketches, drawings, computer files, reports or other documents relating thereto. Such records shall be and shall remain the exclusive property of Walgreens and shall be available to Walgreens at all times during the term of this Agreement.

 

  c. Assistance. Employee shall supply all assistance requested in securing for Company’s benefit any patent, copyright, trademark, service mark, license, right or other evidence of ownership of any such Intellectual Property, and will provide full information regarding any such item and execute all appropriate documentation prepared by Company in applying or otherwise registering, in Company’s name, all rights to any such item or the defense and protection of such Intellectual Property.


(ORSU15)

 

 

  d. Prior Inventions. I have disclosed to Walgreens any continuing obligations to any third party with respect to Intellectual Property. I claim no rights to any inventions created prior to my employment for which a patent application has not previously been filed, unless I have described them in detail on a schedule attached to this Agreement.

7. Return of Company Property . I agree that I will not take any of the Company’s property or information with me when I leave the Company’s employ, no matter what form that property or information is in and no matter how I acquired it. When my employment with the Company terminates, I will immediately return to the Company any and all Company information, documents, and electronics.

8. Consideration and Acknowledgments . I acknowledge and agree that the covenants described in this Agreement are essential terms, and the underlying Restricted Stock Unit Award would not be provided by the Company in the absence of these covenants. I further acknowledges that these covenants are supported by adequate consideration as set forth in this Agreement, that full compliance with these covenants will not prevent me from earning a livelihood following the termination of my employment, and that these covenants do not place undue restraint on me and are not in conflict with any public interest. I further acknowledge and agree that I fully understand these covenants, have had full and complete opportunity to discuss and resolve any ambiguities or uncertainties regarding these covenants before signing this Agreement, and have voluntarily agreed to comply with these covenants for their stated terms. I further acknowledge and agree that these covenants are reasonable and enforceable in all respects. I agree that in the event I am offered employment with a Competing Business at any time in the future, I shall immediately notify the Competing Business of the existence of the covenants set forth above.

9. Enforceability; General Provisions .

 

  (a) I agree that the restrictions contained in this Agreement are reasonable and necessary to protect the Company’s legitimate business interests and that full compliance with the terms of this Agreement will not prevent me from earning a livelihood following the termination of my employment, and that these covenants do not place undue restraint on me.

 

  (b) Because the Company’s current base of operations is in Illinois, I consent to the jurisdiction of the state and federal courts of Illinois with respect to any claim arising out of this Agreement.

 

  (c) Because the Company’s current base of operations is in Illinois, I agree that this Agreement shall be governed by the laws of Illinois without regard to its choice of law rules.

 

  (d)

In the event of a breach or a threatened breach of this Agreement, I acknowledge that the Company will face irreparable injury which may be difficult to calculate in dollar terms and that the Company shall be entitled, in addition to all remedies otherwise available in law or in equity, to temporary restraining orders and preliminary and final injunctions


(ORSU15)

 

  enjoining such breach or threatened breach in any court of competent jurisdiction without the necessity of posting a surety bond, as well as to obtain an equitable accounting of all profits or benefits arising out of any violation of this Agreement.

 

  (e) I agree that if a court determines that any of the provisions in this Agreement is unenforceable or unreasonable in duration, territory, or scope, then that court shall modify those provisions so they are reasonable and enforceable, and enforce those provisions as modified.

 

  (f) If any phrase or provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, that phrase, clause or provision shall be deemed severed from this Agreement, and will not affect the enforceability of any other provisions of this Agreement, which shall otherwise remain in full force and effect.

 

  (g) Notwithstanding the foregoing provisions of this Agreement, the non-competition provisions of Paragraph 2 above shall not restrict Employee from performing legal services as a licensed attorney for a Competing Business to the extent that the attorney licensure requirements in the applicable jurisdiction do not permit Employee to agree to the otherwise applicable restrictions of Paragraph 2.

 

  (h) Waiver of any of the provisions of this Agreement by the Company in any particular instance shall not be deemed to be a waiver of any provision in any other instance and/or of the Company’s other rights at law or under this Agreement.

 

  (i) I agree that the Company may assign this Agreement to its successors and that any such successor may stand in the Company’s shoes for purposes of enforcing this Agreement.

 

  (j) I agree to reimburse Company for all attorneys’ fees, costs, and expenses that it reasonably incurs in connection with enforcing its rights and remedies under this Agreement, but only to the extent the Company is ultimately the prevailing party in the applicable legal proceedings.

 

  (k) If I violate this Agreement, then the restrictions set out in Paragraphs 2 - 6 shall be extended by the same period of time as the period of time during which the violation(s) occurred.

 

  (l) I fully understand my obligations in this Agreement, have had full and complete opportunity to discuss and resolve any ambiguities or uncertainties regarding these covenants before signing this Agreement, and have voluntarily agreed to comply with these covenants for their stated terms.

10. Relationship of Parties . I acknowledge that my relationship with the Company is “terminable at will” by either party and that the Company or I can terminate the relationship with or without cause and without following any specific procedures. Nothing contained in this Agreement is intended to or shall be relied upon to alter the “terminable at will” relationship between the parties.


(ORSU15)

 

11. Modifications and Other Agreements . I agree that the terms of this Agreement may not be modified except by a written agreement signed by both me and the Company. This Agreement shall not supersede any other restrictive covenants to which I may be subject under an employment contract, benefit program or otherwise, such that the Company may enforce the terms of any and all restrictive covenants to which I am subject.

12. Notification . I agree that in the event I am offered employment at any time in the future with any entity that may be considered a Competing Business Line, I shall immediately notify such Competing business of the existence and terms of this Agreement. I also understand and agree that the Company may notify anyone later employing me of the existence and provisions of this Agreement.

***                     ***                     ***                     ***                     ***

By clicking the acceptance box for this grant agreement, I acknowledge receipt of the Restricted Stock Unit Agreement to which this Agreement is attached as Exhibit A, and I agree to the terms and conditions expressed in this Agreement.

Exhibit 10.4

(OPERF15)

WALGREEN CO.

2013 OMNIBUS INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by your company, not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by your company, which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of your company’s securities or financial instruments. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content.


(OPERF15)

 

WALGREEN CO.

2013 OMNIBUS INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

Participant Name:

Participant ID:

Grant Date:

Performance Period: Fiscal Years –         -         

Shares Granted:

Acceptance Date:

Electronic Signature:

This document (referred to below as this “Agreement”) spells out the terms and conditions of the Performance Share Award (the “Performance Shares”) granted to you by Walgreen Co., an Illinois corporation (the “Company”), pursuant to the Walgreen Co. 2013 Omnibus Incentive Plan (the “Plan”) on and as of the Grant Date designated above. Except as otherwise defined herein, capitalized terms used in this Award Agreement have the respective meanings set forth in the Plan. The Plan as it may be amended from time to time, is incorporated into this Agreement by this reference.

You and the Company agree as follows:

1. Grant of Performance Shares . Pursuant to the approval and direction of the Compensation Committee of the Company’s Board of Directors (the “Committee”), the Company hereby grants you the target number of Performance Shares specified above, subject to the terms and conditions of the Plan and this Agreement. This “target” number of shares is computed by multiplying your annual base salary by the target award percentage for your position, and then dividing that by the average closing stock price of the Company’s common stock, par value $.078125 per share (“Common Stock”) for the last 30 trading days of the fiscal year preceding the Grant Date.

2. Performance Measure . The number of Performance Shares earned at the end of the three-year Performance Period will vary depending on the degree to which the combination of Adjusted earnings before income and taxes (EBIT) weighted at 70%, and return on invested capital (ROIC), weighted at 30%, performance goals are met. FIFO Adjusted EBIT and ROIC performance goals are based on the three-year average annual goal, with inventory based on the FIFO method of accounting.

3. Determination of Performance Shares Earned . At the target levels, 100% of the Performance Shares will be earned. At the threshold levels 50% of the Performance Shares will be earned. Below the threshold levels of performance, no Performance Shares are earned. At the maximum levels or more, 150% of the Performance Shares will be earned. Performance between minimum and target, and between target and maximum, will earn performance shares on a pro-rated basis between 50% and 100%, and 100% and 150%, respectively.


(OPERF15)

 

The amount earned will be calculated according to the following:

 

Performance        =        Target        ×        Percent of Target
Shares Awarded           Performance Shares           Performance Shares Earned

4. Disability or Death . If during the Performance Period you have a Termination of Service by reason of Disability or death, then the number of Performance Shares earned (based on performance as of the end of the Performance Period) shall become vested at the end of the Performance Period. Any Performance Shares becoming vested by reason of your Termination of Service by reason of Disability or death shall be paid at the same time Performance Shares are paid to other Participants.

5. Retirement . If within 12 months of the end of the Performance Period you have a Termination of Service by reason of Retirement, then the number of Performance Shares earned (based on performance as of the end of the Performance Period) shall become vested at the end of the Performance Period. Any Performance Shares becoming vested by reason of your Retirement shall be paid at the same time Performance Shares are paid to other Participants.

6. Termination of Service Following a Change in Control . If during the Performance Period there is a Change in Control of the Company and within the one-year period thereafter you have a Termination of Service initiated by the Company (or a Subsidiary of the Company if such Subsidiary is your direct employer) other than for Cause (as defined in Section 7), then your earned Award shall equal your target number of Performance Shares prorated to reflect the portion of the Performance Period during which you remained employed by the Company. Such prorated portion shall equal your target number of Performance Shares, multiplied by a fraction equal to the number of full months of the Performance Period completed as of your Termination of Service, divided by the number of months in the Performance Period. This prorated award will be settled in cash (subject to required tax withholdings) in accordance with Section 9.01(b) of the Plan within 45 days after your Termination of Service. For purposes of this Section 6, a Termination of Service initiated by the Company shall include a Termination of Employment for Good Reason under - and pursuant to the terms and conditions of – the Walgreen Co. Executive Severance and Change in Control Plan, but only to the extent applicable to you as an eligible participant in such Plan.

7. Other Termination of Service . If during the Performance Period you have a voluntary or involuntary Termination of Service for any reason other than as set forth in Section 4, 5 or 6 above, as determined by the Committee, then all of your Performance Shares shall be forfeited. For purposes of this Agreement, “Cause” means any one or more of the following, as determined by the Committee in its sole discretion:

(a) your commission of a felony or any crime of moral turpitude;

(b) your dishonesty or material violation of standards of integrity in the course of fulfilling your employment duties to the Company or any Affiliate;

(c) your material violation of a material written policy of the Company or any Affiliate violation of which is grounds for immediate termination;

(d) your willful and deliberate failure to perform your employment duties to the Company or any Affiliate in any material respect, after reasonable notice of such failure and an opportunity to correct it; or


(OPERF15)

 

(e) your failure to comply in any material respect with the Foreign Corrupt Practices Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Truth in Negotiations Act, or any rules or regulations thereunder.

8. Settlement of Earned Performance Shares . At the end of the Performance Period actual performance for the entire Performance Period shall be reviewed, and the amount of the earned Award shall be determined based on this performance and communicated to you. Subject to the requirements of Section 12 below, the Company shall transfer to you one share of Common Stock for each Performance Share earned at that time, net of any applicable tax withholding requirements in accordance with Section 9 below. Performance Shares payable under this Agreement are intended to be exempt from Internal Revenue Code Section 409A under the exemption for short-term deferrals. Accordingly, Performance Shares will be settled in Common Stock no later than the 15 th day of the third month following the end of the fiscal year of the Company (or if later the calendar year) in which the Performance Shares are earned.

9. Tax Withholding . The Company may make such provisions and take such actions as it may deem necessary or appropriate for the withholding of any Federal, state, local income and employment taxes and other taxes required by law to be withheld with respect to the Performance Shares, including, but not limited to, deducting the amount of any such withholding taxes from the amount to be paid hereunder, whether in Common Stock or in cash, or from any other amount then or thereafter payable to you, or requiring you or your beneficiary or legal representative to pay to the Company the amount required to be withheld or to execute such documents as the Committee or its designee deems necessary or desirable to enable the Company to satisfy its withholding obligations. The Company may refuse to deliver Common Stock if you, your beneficiary or legal representative fail to comply with your obligations under this section. Regardless of any action the Company takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Taxes”) that you are required to bear pursuant to all applicable laws, any and all Taxes are your responsibility.

10. Nontransferability . During the Performance Period and thereafter until Common Stock is transferred to you in settlement thereof, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Performance Shares, whether voluntarily or involuntarily or by operation of law, other than by beneficiary designation effective upon your death, or by will or by the laws of intestacy.

11. Rights as Shareholder . You shall have no rights as a shareholder of the Company with respect to the Performance Shares until such time as a certificate of stock for the Common Stock issued in settlement of the Performance Shares has been issued to you or such shares of Common Stock have been recorded in your name in book entry form. Except as provided in Section 13 below, no adjustment shall be made for dividends or distributions or other rights with respect to such shares for which the record date is prior to the date on which you become the holder of record thereof. Anything herein to the contrary notwithstanding, if a law or any regulation of the Securities and Exchange Commission or of any other body having jurisdiction shall require the Company or you to take any action before shares of Common Stock can be delivered to you hereunder, then the date of delivery of such shares may be delayed accordingly.

12. Securities Laws . If a Registration Statement under the Securities Act of 1933, as amended, is not in effect with respect to the shares of Common Stock to be delivered pursuant to this Agreement, you hereby represent that you are acquiring the shares of Common Stock for investment and with no present intention of selling or transferring them and that you will not sell or otherwise transfer the shares except in compliance with all applicable securities laws and requirements of any stock exchange on which the shares of Common Stock may then be listed.


(OPERF15)

 

13. Change in Common Stock . In the event of any change in the Common Stock, by reason of any stock dividend, recapitalization, reorganization, split-up, merger, consolidation, exchange of shares, or of any similar change affecting Common Stock, the number of Performance Shares subject to this Award Agreement shall be equitably adjusted by the Committee.

14. No Guarantee of Employment . Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company or any of its subsidiaries to terminate your employment at any time, nor confer upon you or any employee any right to continue in the employ of the Company or any of its subsidiaries. No employee shall have a right to be selected to be granted Performance Shares or any other Award under the Plan.

15. Committee Authority; Recoupment . It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate for the administration of the Plan and this Agreement, including the enforcement of any recoupment policy, all of which shall be binding upon you and any claimant. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

16. Amendment or Modification, Waiver . Except as set forth in the Plan, no provision of this Agreement may be amended or waived unless the amendment or waiver is agreed to in writing, signed by you and by a duly authorized officer of the Company. No waiver of any condition or provision of this Agreement shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

17. Governing Law and Jurisdiction . This Agreement is governed by the substantive and procedural laws of the state of Illinois. You and the Company shall submit to the exclusive jurisdiction of, and venue in, the courts in Illinois in any dispute relating to this Agreement.

18. Conformity with Applicable Law . If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

19. Successors . This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon your death, acquire any rights hereunder.

****

This Agreement contains highly sensitive and confidential information. Please handle it accordingly. Once you have read and understood this Agreement, please click the acceptance box to certify and confirm your agreement to be bound by the terms and conditions of this Agreement and to acknowledge your receipt of the Prospectus, the Plan and this Agreement and your acceptance of the terms and conditions of the Performance Share Award granted hereunder.

Exhibit 10.5

(O2015)

WALGREEN CO.

2013 OMNIBUS INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT

These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by your company, not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by your company, which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of your company’s securities or financial instruments. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content.


(O2015)

 

WALGREEN CO.

2013 OMNIBUS INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT

Participant Name:

Participant ID:

Grant Date:

Grant Price:

Shares Granted:

Vesting:

Expiration Date:

Acceptance Date:

Electronic Signature:

This document (referred to below as this “Agreement”) spells out the terms and conditions of the stock option (the “Option”) granted to you by Walgreen Co., an Illinois corporation (the “Company”), pursuant to the Walgreen Co. 2013 Omnibus Incentive Plan (the “Plan”) on and as of the Grant Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan. The Plan, as in effect on the date of this Agreement and as it may be amended from time to time, is incorporated into this Agreement by this reference.

You and the Company agree as follows:

1. Grant of Stock Option . Pursuant to the approval and direction of the Compensation Committee of the Company’s Board of Directors (the “Committee”), the Company hereby grants you an Option to purchase all or any part of the number of Shares Granted set forth above of common stock of the Company, par value $.078125 (“Common Stock”), at the per-share Exercise Price set forth above, which is 100% of the fair market value of a share of Common Stock on the Grant Date, subject to the terms and conditions of the Plan and this Agreement. This stock option is intended to be a “non-qualified stock option” and shall not be treated as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

2. Vesting/Exercise/Expiration . The Employee may not exercise the Option prior to the Vesting Date set forth above absent action by the Committee to waive or alter such restrictions or as may be permitted under the below paragraphs. Thereafter, except as hereinafter provided, the Employee may exercise the Option, to the extent it is vested, at any time and from time to time until the close of business on the Expiration Date set forth above. The Option may be exercised to purchase any number of whole shares of Common Stock, except that no purchase shall be for less than ten (10) full shares, or the remaining unexercised shares, if less. This Option is deemed to be “outstanding” until it has been exercised in full or expired pursuant to the terms of this Agreement.

3. Disability . If, without having fully exercised this Option, you have a Termination of Service due to Disability, whether before or after the Vesting Date, then the Option shall thereupon become vested and (a) you may exercise this Option for the full number of Shares Granted (less any shares for which this Option was previously exercised), but (b) your right to exercise this Option shall terminate upon the earlier of the Expiration Date or a date which is one (1) year following the date of your Termination of Service.


(O2015)

 

4. Death . If, without having fully exercised this stock option, you have a Termination of Service due to your death, whether before or after the Vesting Date, then this Option shall be fully vested and (a) it may be exercised by the executor or administrator of your estate or by such person or persons who shall have acquired your rights hereunder by bequest or inheritance or by designation as your beneficiary for the full number of Shares Granted (less any shares for which this Option was previously exercised), but (b), such person’s right to exercise this Option shall terminate upon the earlier of the Expiration Date or a date which is one (1) year after the date of your death.

5. Retirement . If without having fully exercised this Option you have a Termination of Service by reason of Retirement, then (a) the number of Options that you may exercise shall be determined by treating the Vesting Date as occurring one year prior to the Vesting Date specified in the introduction to this Agreement, but (b) your right to exercise this Option shall terminate upon the earlier of the Expiration Date or a date which is one (1) year after the date of your Retirement. Shares for which you cannot exercise the Option under this Section 5 shall be forfeited.

6. Termination of Service Following a Change in Control . If there is a Change in Control of the Company and within the one-year period thereafter you have a Termination of Service initiated by the Company (or a Subsidiary of the Company if such Subsidiary is your direct employer) other than for Cause (as defined in Section 8), whether before or after the Vesting Date, then this Option shall thereupon become vested and (a) you may exercise this Option for the full number of Shares Granted (less any shares for which this Option was previously exercised), but (b) your right to exercise this Option shall terminate upon the earlier of the Expiration Date or a date which is ninety (90) days after the date of your Termination of Service, subject to the right of the Committee to extend the exercise period of this Option. Shares for which you cannot exercise the Option under this Section 6 shall be forfeited. The foregoing is also subject to the Committee’s exercise of its discretion under Section 9.01 of the Plan. For purposes of this Section 6, a Termination of Service initiated by the Company shall include a Termination of Employment for Good Reason under - and pursuant to the terms and conditions of – the Walgreen Co. Executive Severance and Change in Control Plan, but only to the extent applicable to you as an eligible participant in such Plan.

7. Other Termination of Service . If without having fully exercised this Option you have a voluntary or involuntary Termination of Service for any reason other than as set forth in Section 3, 4, 5 or 6 above, as determined by the Committee, then (a) if such Termination of Service is prior to the Vesting Date, this Option shall be forfeited, or (b) if such Termination of Service is on or after the Vesting Date, then your right to exercise this Option shall terminate upon the earlier of the Expiration Date or a date which is ninety (90) days after the date of your Termination of Service, subject to the right of the Committee to extend the exercise period of this Option, and subject to earlier expiration as provided in Section 8 below.

8. Forfeiture of Outstanding Options Upon Termination for Cause or Following Termination of Service . Notwithstanding any provision of this Agreement to the contrary, your remaining right, if any, to exercise the Option shall immediately terminate if you are terminated for Cause or if and when you violate any post-employment obligation that you may have to the Company, including but not limited to any non-competition, non-solicitation, confidentiality, non-disparagement or other restrictive covenant. For purposes of this Agreement, “Cause” means any one or more of the following, as determined by the Committee in its sole discretion:

(a) your commission of a felony or any crime of moral turpitude;


(O2015)

 

(b) your dishonesty or material violation of standards of integrity in the course of fulfilling your employment duties to the Company or any Affiliate;

(c) your material violation of a material written policy of the Company or any Affiliate violation of which is grounds for immediate termination;

(d) your willful and deliberate failure to perform your employment duties to the Company or any Affiliate in any material respect, after reasonable notice of such failure and an opportunity to correct it; or

(e) your failure to comply in any material respect with the Foreign Corrupt Practices Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Truth in Negotiations Act, or any rules or regulations thereunder.

9. Exercise Process . This Option may be exercised by giving notice to Fidelity, the third party administrator to administer the Option exercise process. The exercise notice (a) shall be signed by you or (in the event of your death) your legal representative, (b) shall specify the number of full shares then elected to be purchased, and (c) shall be accompanied by payment in full of the Exercise Price of the shares to be purchased. Payment may be made in cash or by check payable to the order of the Company, and such payment shall include any tax withholding obligation, as set forth in Section 12 below. Alternatively, the Committee may allow for one or more of the following methods of exercising this Option:

(a) Payment for shares as to which this Option is being exercised and/or payment of any federal, state, local or other tax withholding obligations may be made by transfer to the Company of shares of Common Stock you already own, or any combination of such shares and cash, having a fair market value determined at the time of exercise of the Option equal to, but not exceeding, the Exercise Price and/or the tax withholding obligation, as the case may be.

(b) A “same day sale” transaction pursuant to which a third party (engaged by your or the Company) loans funds to you to enable you to purchase the shares and pay any tax withholding obligations, and then sells a sufficient number of the exercised shares on your behalf to enable you to repay the loan and any fees. The remaining shares and/or cash are then delivered by the third party to you.

(c) A “net exercise” transaction, pursuant to which the Company delivers to you the net number of whole shares remaining from the portion of the Option being exercised after deduction of a number of shares of Common Stock with a fair market value equal to the exercise price and a number of shares of Common Stock with a fair market value equal to the amount of any tax withholding obligations.

As promptly as practicable after receipt of such notice and payment (including payment with respect to any tax withholding obligations), subject to Section 13 below, the Company shall cause to be issued and delivered to you (or in the event of your death to your legal representative, as the case may be), certificates for the shares of Common Stock so purchased. Alternatively, such shares may be issued and held in book entry form.

10. Tax Withholding . The Company may make such provisions and take such actions as it may deem necessary or appropriate for the withholding of any Federal, state, local income and employment taxes and other taxes required by law to be withheld with respect to this Option, including, but not limited to, deducting the amount of any such withholding taxes


(O2015)

 

from the amount to be paid hereunder, whether in Common Stock or in cash, or from any other amount then or thereafter payable to you, or requiring you or your beneficiary or legal representative to pay to the Company the amount required to be withheld or to execute such documents as the Committee or its designee deems necessary or desirable to enable the Company to satisfy its withholding obligations. The Company may refuse to deliver Common Stock if you, your beneficiary or legal representative fails to comply with your or its obligations under this Section. Regardless of any action the Company takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Taxes”) that you are required to bear pursuant to all applicable laws, any and all Taxes are your responsibility.

11. Limited Transferability . You may not sell, transfer, pledge, assign or otherwise alienate or hypothecate this Option, whether voluntarily or involuntarily or by operation of law, other than by beneficiary designation effective upon your death, by will or by the laws of intestacy. During your lifetime this Option and all rights granted hereunder shall be exercisable only by you. Notwithstanding the foregoing, you may transfer this Option, in whole or in part, by gift to a Permitted Transferee in accordance with rules and subject to any conditions specified by the Committee under the Plan.

12. Rights as Shareholder . You shall have no rights as a shareholder of the Company with respect to the shares of Common Stock subject to this Option until such time as the purchase price has been paid and a certificate of stock for such shares has been issued to you or such shares of Common Stock have been recorded in your name in book entry form. Except as provided in Section 14 below, no adjustment shall be made for dividends or distributions or other rights with respect to such shares for which the record date is prior to the date on which you become the holder of record thereof. Anything herein to the contrary notwithstanding, if a law or any regulation of the Securities and Exchange Commission or of any other body having jurisdiction shall require the Company or you to take any action before shares of Common Stock can be delivered to you hereunder, then the date of delivery of such shares may be delayed accordingly.

13. Securities Laws . If a Registration Statement under the Securities Act of 1933, as amended, is not in effect with respect to the shares of Common Stock to be delivered pursuant to this Agreement, you hereby represent that you are acquiring the shares of Common Stock for investment and with no present intention of selling or transferring them and that you will not sell or otherwise transfer the shares except in compliance with all applicable securities laws and requirements of any stock exchange on which the shares of Common Stock may then be listed.

14. Change in Common Stock . In the event of any change in Common Stock by reason of any stock dividend, recapitalization, reorganization, split-up, merger, consolidation, exchange of shares, or of any similar change affecting Common Stock, the number of shares of Common Stock subject to this Option and the Exercise Price shall be equitably adjusted by the Committee.

15. No Guarantee of Employment . Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company or any of its subsidiaries to terminate your employment at any time, nor confer upon you or any employee any right to continue in the employ of the Company or any of its subsidiaries. No employee shall have a right to be selected to be granted an Option or any other Award under the Plan.

16. Committee Authority; Recoupment . It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate for the administration of the Plan and this Agreement, including the enforcement of any recoupment policy, all of which shall be binding upon you and any claimant. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.


(O2015)

 

17. Amendment or Modification, Waiver . Except as set forth in the Plan, no provision of this Agreement may be amended or waived unless the amendment or waiver is agreed to in writing, signed by you and by a duly authorized officer of the Company. No waiver of any condition or provision of this Agreement shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

18. Governing Law and Jurisdiction . This Agreement is governed by the substantive and procedural laws of the state of Illinois. You and the Company shall submit to the exclusive jurisdiction of, and venue in, the courts in Illinois in any dispute relating to this Agreement.

19. Conformity with Applicable Law . If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

20. Successors . This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon your death, acquire any rights hereunder.

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This Agreement contains highly sensitive and confidential information. Please handle it accordingly. Once you have read and understood this Agreement, please click the acceptance box to certify and confirm your agreement to be bound by the terms and conditions of this Agreement and to acknowledge your receipt of the Prospectus, the Plan and this Agreement and your acceptance of the terms and conditions of the Stock Option Award granted hereunder.