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This excerpt taken from the CVS 8-K filed Aug 13, 2008. D&O
Insurance”) of the Company in respect of acts or omissions occurring
prior to the Acceptance Time covering each Indemnified Person currently covered
by the Company’s D&O Insurance policies on terms with respect to coverage
and amount no less favorable than those of such policy in effect on the date
hereof as well as covering claims brought against each Indemnified Person under
ERISA (or a six-year prepaid “tail policy” on terms and conditions reasonably
acceptable to Parent providing coverage, benefits and terms no less favorable to
the Indemnified Persons than the Company’s current such policy as well as
covering claims brought against each Indemnified Person under ERISA; for the
avoidance of doubt, the Company may purchase such “tail policy” at its option
prior to the Acceptance Time, and, in such case, Parent shall cause such policy
to be in full force and effect for its full term, and cause all obligations
thereunder to be honored by the Surviving Corporation); provided
that, in satisfying its obligation under this Section 8.03(c), the Surviving
Corporation shall not be obligated to pay annual amounts in the aggregate in
excess of 300% of the amount per annum the Company paid in its last full fiscal
year, which amount is set forth in Section 8.03(c) of the Company Disclosure
Schedule; and provided
further
that, if the aggregate annual premiums of such insurance coverage exceed such
amount, the Surviving Corporation shall
51
be
obligated to obtain a policy with the greatest coverage available, with respect
to matters occurring prior to the Acceptance Time, for a cost not exceeding such
amount.
(d) If
Parent, the Surviving Corporation or any of its successors or assigns (i)
consolidates with or merges into any other Person and shall not be the
continuing or surviving corporation or entity of such consolidation or merger,
or (ii) transfers or conveys all or substantially all of its properties and
assets to any Person, then, and in each such case, to the extent necessary,
proper provision shall be made so that the successors and assigns of Parent or
the Surviving Corporation, as the case may be, shall assume the obligations set
forth in this Section 8.03.
(e) The
rights of each Indemnified Person under this Section 8.03 shall be in addition
to any rights such Person may have under the articles of incorporation or bylaws
of the Company or any of its Subsidiaries, under Maryland Law or any other
Applicable Law or under any agreement of any Indemnified Person with the Company
or any of its Subsidiaries. These rights shall survive consummation
of the Merger and are intended to benefit, and shall be enforceable by, each
Indemnified Person.
Section
8.04. Employee
Matters.
(a) From the Acceptance Time until a period of one year following the Effective
Time, Parent shall provide to all employees of the Company or any of its
Subsidiaries as of the Acceptance Time who continue employment with the Company
or any of its Affiliates after the Acceptance Time or the Surviving Corporation
or any of its Affiliates after the Effective Time (“ This excerpt taken from the CVS 8-K filed Mar 23, 2007. Insurance
Keep, and cause
each Subsidiary to keep,
insurance with responsible insurance companies in such amounts and against
such
risks as is usually carried by the Borrower or such Subsidiary.
7.4 This excerpt taken from the CVS 10-K filed Feb 27, 2007. Insurance ~ The
Company is self-insured for certain losses related to general liability,
workers’ compensation and automobile liability. The Company obtains third party
insurance coverage to limit exposure from these claims. The Company is also
self-insured for certain losses related to health and medical liabilities.
The Company’s self-insurance accruals, which include reported claims and claims incurred but not reported, are calculated using standard insurance industry actuarial assumptions and the Company’s historical claims experience. During 2005, PharmaCare entered into certain risk-based or reinsurance arrangements in connection with providing pharmacy plan management services. Policies and contract claims include actual claims reported but not paid and estimates of healthcare services incurred but not reported. The estimated claims incurred but not reported are calculated using standard insurance industry actuarial assumptions based on historical data, current enrollment, health service utilization statistics and other related information and are provided by third party actuaries. | EXCERPTS ON THIS PAGE:
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