This excerpt taken from the CVS DEF 14A filed Apr 4, 2007.
2007 Incentive Plan
1. Purpose. The purpose of this 2007 Incentive Plan (the Plan) is to assist CVS/Caremark Corporation, a Delaware corporation (the Corporation), and its subsidiaries in attracting, retaining, and rewarding high-quality executives, employees, and other persons who provide services to the Corporation and/or its subsidiaries, and to qualify certain compensation awarded under the Plan for tax deductibility under Code Section 162(m) (as hereafter defined) to the extent deemed appropriate by the Committee (or any successor committee) of the Board of Directors of the Corporation.
2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof:
(a) Annual Incentive Award means a conditional right granted to a Participant under Section 5(c) hereof to receive a cash payment after the end of a specified fiscal year.
(b) Award means any award under Section 5(a) and any Performance Award or Annual Incentive Award.
(c) Beneficiary means the person, persons, trust or trusts which have been designated by a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon such Participants death. If, upon a Participants death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.
(d) Beneficial Owner shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.
(e) Board means the Corporations Board of Directors.
(f) Change in Control means Change in Control as defined with related terms in Section 10 of the Plan.
(g) Code means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto.
(h) Committee means a committee of two or more directors designated by the Board to administer the Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more directors, each of whom shall be an outside director as defined under Code Section 162(m), unless administration of the Plan by outside directors is not then required in order to qualify for tax deductibility under Code Section 162(m).
(i) Covered Employee means an Eligible Person who is a Covered Employee as specified in Section 5(e) of the Plan.
(j) Effective Date means May 9, 2007.
(k) Eligible Person means each Executive Officer and other officers and employees of the Corporation or of any subsidiary, including such persons who may also be directors of the Corporation. An employee on leave of absence may be considered as still in the employ of the Corporation or a subsidiary for purposes of eligibility for participation in the Plan.
(l) Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.
(m) Executive Officer means an executive officer of the Corporation as defined under the Exchange Act.
(n) Participant means a person who has been granted an Award under the Plan that remains outstanding, including a person who is no longer an Eligible Person.
(o) Performance Award means a right, granted to a Participant under Section 5(b) hereof, to receive Awards based upon performance criteria specified by the Committee.
(p) Person shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, and shall include a group as defined in Section 13(d) thereof.
(q) Qualified Member means a member of the Committee who is an outside director within the meaning of Regulation 1.162-27 under Code Section 162(m).
(r) Stock means the Corporations Common Stock