This excerpt taken from the CVS 8-K filed Nov 6, 2009.
EARLY RETIREMENT AGREEMENT
This Early Retirement Agreement dated as of November 4, 2009 (Agreement) between David Rickard (Mr. Rickard or Executive) and CVS Caremark Corporation (CVS Caremark or the Company) shall be effective as of the date it is signed by Executive (the Effective Date), so long as the Agreement is also signed by the Companys Senior Vice President, Human Resources (the SVP of HR).
WHEREAS, Mr. Rickard has been employed by CVS Pharmacy, Inc. (CVS), a CVS Caremark subsidiary, as Executive Vice President, Chief Financial Officer and Chief Administrative Officer (EVP and CFO) of CVS Caremark Corporation;
WHEREAS, Mr. Rickard and CVS Caremark are parties to an Amended and Restated Employment Agreement dated as of December 22, 2008 (the Employment Agreement);
WHEREAS, Mr. Rickard and CVS Caremark desire to enter into an agreement setting forth the terms of Mr. Rickards early retirement from CVS;
WHEREAS, Mr. Rickard has thoroughly reviewed this Agreement, has entered into it voluntarily, and has consulted with legal counsel of his choice before signing this Agreement.
NOW THEREFORE, in consideration of the foregoing, and of the promises and mutual covenants herein contained, CVS Caremark and Mr. Rickard agree as follows:
1. EARLY RETIREMENT APPROVAL. CVS Caremark agrees to seek approval from the Management Planning and Development Committee (the Committee) of the Board of Directors of the Company for an Approved Early Retirement (as that term is defined in the Employment Agreement) effective as of the date requested by the Executive, provided that (a) such date shall be no earlier than September 15, 2009 and no later than March 31, 2010, and (b) the Executive shall work in good faith with the Company to select a date that will meet the Companys business needs. For the purposes of this Agreement, the date approved by the Committee shall hereafter be referred to as the Retirement Date. Until the Retirement Date, Executive shall continue to perform his duties as EVP and CFO.
2. RETIREMENT BENEFITS. Upon the Retirement Date, and subject to the requirement set forth in Section 10(j) of the Employment Agreement, Executive shall be entitled to the payments and benefits as set forth in Section 10(f) of the Employment Agreement. Nothing in this paragraph is intended to limit any other rights or benefits that Executive may be entitled to under the Employment Agreement or any benefit plan of the Company.
3. GENERAL RELEASE OF CLAIMS. On or within sixty (60) days after the Retirement Date, Executive shall sign the General Release and Covenant Not to Sue attached as Exhibit A. The execution of such release of claims shall satisfy Executives obligation under Section 10(j) of the Employment Agreement.
4. RESTRICTIVE COVENANTS. Effective as of the date that the Committee approves Executives Retirement Date, Section 12(b)(v) of the Employment Agreement is amended as follows: the words the remainder of the Term of Employment are stricken and replaced with the twenty-four (24) month period following the Executives Approved Early Retirement or Normal Retirement.
5. RETURN OF PROPERTY. Mr. Rickard agrees that on or before the Retirement Date he shall return to CVS Caremark all property of CVS Caremark or any Subsidiary (as that term is defined in Section 11(d) of the Employment Agreement) in his control or possession, including but not limited to the originals and copies of any information provided to or acquired by Mr. Rickard in connection with the performance of his duties for CVS Caremark or a Subsidiary, including but not limited to all files, correspondence, communications, memoranda, e-mails, slides, records, and all other documents, no matter how produced or reproduced, all computer equipment, programs and files, and all office keys and access cards, it being hereby acknowledged that all of said items are the sole and exclusive property of CVS Caremark. This paragraph shall not require Mr. Rickard to return his or his spouses employee discount cards.
6. NOTIFICATION TO COMPANY. In the event Executive receives a subpoena, deposition notice, interview request, or other process or order which requires or may reasonably be construed to require Executive to produce Confidential Information (as that term is defined in Section 11(c) of the Employment Agreement), Executive shall promptly: (i) notify the Company of the item, document, or information sought by such subpoena, deposition notice, interview request, or other process or order; (ii) furnish the Company with a copy of said subpoena, deposition notice, interview request, or other process or order; and (iii) provide reasonable cooperation with respect to any procedure that CVS Caremark or any Subsidiary may initiate at their expense to protect Confidential Information or other interests. If CVS Caremark or any Subsidiary objects to the subpoena, deposition notice, interview request, process, or order, Executive shall cooperate to permit the Company or Subsidiary to ensure that there shall be no disclosure until the court or other applicable entity has ruled upon the objection or otherwise ordered Executive to make such disclosure, and then only in accordance with the ruling so made, unless Executive is ordered by the court or other applicable entity to do so in the interim. If no such objection is made despite a reasonable opportunity to do so, Executive shall be entitled to comply with the subpoena, deposition notice, interview request, or other process or order provided that Executive has fulfilled the above obligations.
7. GOVERNING LAW. This Agreement shall be governed by and conformed in accordance with the laws of the State of Rhode Island without regard to its conflict of laws provisions. Any actions brought to enforce the terms of this Agreement shall be brought in a court of competent jurisdiction located in the State of Rhode Island.
8. COUNTERPARTS. This Agreement may be executed in counterparts and each counterpart will be deemed an original.
9. SECTION HEADINGS. Section headings contained in this Agreement are for convenience of reference only and shall not affect the meaning of any provision herein.
10. ENTIRE AGREEMENT. This Agreement, together with the Employment Agreement as hereby amended, and any compensation, equity or benefit plan or agreement referred to herein or in the Employment Agreement, sets forth the entire agreement between the parties hereto with respect to its subject matter and fully supersedes any and all prior understandings, whether written or oral, between the parties concerning the subject matter of this Agreement. Executive acknowledges that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept the terms of this Agreement, except for the representations, promises and agreements herein. Any modification to this Agreement must be in writing and signed by Executive and CVS Caremarks Sr. Vice President, Human Resources or his authorized representative.
IN WITNESS WHEREOF, the parties knowingly and voluntarily executed this Early Retirement Agreement as of the dates set forth below.