EX-10.1




 Exhibit 10.1 

WALGREENS BOOTS ALLIANCE, INC. 
 2021 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 Walgreens Boots Alliance, Inc., 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 Walgreens Boots Alliance, Inc., 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. 











 WALGREENS BOOTS ALLIANCE, INC. 

2021 OMNIBUS INCENTIVE PLAN 
 PERFORMANCE SHARE AWARD
AGREEMENT 
 Participant Name: 
 Participant ID: 

Grant Date:                 (the “Grant Date”) 

Performance Period:    Fiscal Years – 2023 - 2025 (the “Performance Period”) 

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 “Award”) granted to you by Walgreens Boots Alliance, Inc., a Delaware corporation (the “Company”), pursuant to the
Walgreens Boots Alliance, Inc. 2021 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. For purposes of this Agreement, “Employer” means the entity (the Company or the Affiliate) that employs you on the applicable date. 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 and Leadership Performance Committee of the
Company’s Board of Directors (the “Committee”), the Company hereby grants you the target number of Performance Shares specified above (the “Performance Shares”), subject to the terms and conditions of the Plan and this
Agreement. This “target” number of shares is computed by dividing the target award dollar amount for your position by the average closing stock price of the Company’s common stock, par value US$.01 per share (“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 performance goals for the Performance Period, as established by the Committee, are met. These performance goals shall be as follows: 70% allocated
to adjusted earnings per share growth for each fiscal year of the Performance Period; 30% allocated to constant currency revenue growth for each fiscal year of the Performance Period; and the resulting payout percentage for the above performance
goals may be further adjusted up or down by a multiple of 20% if the total shareholder return of the Company over the Performance Period relative to its peer group of companies is above or below threshold levels, as set and determined by the
Committee. 

  
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 3. Determination of Performance Shares Earned. For each component fiscal year
calculation described in Section 2 above, at the target level, 100% performance will be achieved; at the threshold level, 50% performance will be achieved; below the threshold level, 0% performance will be achieved; and at the maximum level or
above, 200% performance will be achieved. Performance between minimum and target, and between target and maximum, will achieve performance levels on a pro-rated basis between 50% and 100%, and 100% and 200%,
respectively. As established and approved by the Committee, the resulting total achieved performance level for each fiscal year of the Performance Period will be averaged to arrive at the preliminary earned performance percentage for the Performance
Period and then further adjusted up or down by a multiple of 20%, as applicable based on relative total shareholder return as described in Section 2 above; provided that any such relative total shareholder return adjustment shall not increase
the final payout percentage above the maximum payout level indicated above. 
 The amount earned will be calculated according to the following: 

 

									
		  		  		  		  	Percent of
					
	Performance	  	=	  	Target	  	X	  	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 during the Performance Period you have a Termination of Service by reason of Retirement, as reasonably determined and
approved by the Committee or its delegates, then, subject to such approval, the number of Performance Shares earned (based on performance as of the end of the Performance Period) will be prorated to reflect the portion of the Performance Period
during which you remained employed by the Company. Such prorated portion shall equal the full number of earned 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 36. 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 your 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 your Employer shall include a Termination of Employment for Good Reason under - and
pursuant to the terms and conditions of – the Walgreens Boots Alliance, Inc. Executive Severance and Change in Control Plan, but only to the extent applicable to you as an eligible participant in such Plan. 

  
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 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 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 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 United States (“U.S.”) Foreign Corrupt Practices Act, the U.S. Securities Act of 1933, the Exchange Act, the U.S. Sarbanes-Oxley Act of 2002, the U.S. Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, and the U.S. 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 (1) share of Stock for each Performance Share earned at that time, net of any applicable tax withholding requirements in accordance with Section 9 below. The
Performance Shares payable under this Agreement are intended to be exempt from Code Section 409A under the exemption for short-term deferrals. Accordingly, the Performance Shares will be settled in shares of Stock no later than the 15th 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. 

Notwithstanding the foregoing, if you are resident or employed outside of the U.S., the Company, in its sole discretion, may provide for the
settlement of the Performance Shares in the form of: 
 (a) a cash payment (in an amount equal to the Fair Market Value of the shares of
Stock that corresponds with the number of earned Performance Shares) to the extent that settlement in shares of Stock (i) is prohibited under local law, (ii) would require you, the Company or an Affiliate to obtain the approval of any
governmental or regulatory body in your country of residence (or country of employment, if different), (iii) would result in adverse tax consequences for you, the Company or an Affiliate or (iv) is administratively burdensome; or 

(b) shares of Stock, but require you to sell such shares of Stock immediately or within a specified period following your Termination of
Service (in which case, you hereby agree that the Company shall have the authority to issue sale instructions in relation to such shares of Stock on your behalf). 

  
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 9. Responsibility for Taxes; Tax Withholding. 

(a) You acknowledge that, regardless of any action taken by the Company or your Employer, the ultimate liability for all income tax, social
insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you
(“Tax-Related Items”), is and remains your responsibility and may exceed the amount actually withheld by the Company or your Employer, if any. You further acknowledge that the Company and/or your
Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or
settlement of the Award, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the
Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one
jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or your Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 
 (b) Prior to any relevant taxable or tax withholding
event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or your Employer to satisfy all Tax-Related Items. In this regard, except as provided below, the Company, your
Employer or its agent shall satisfy the obligations with regard to all Tax-Related Items by withholding from the shares of Stock to be delivered upon settlement of the Award that number of shares of Stock
having a Fair Market Value equal to the amount required by law to be withheld. For purposes of the foregoing tax withholding, no fractional shares of Stock will be withheld. Notwithstanding the foregoing, if you are a Section 16 officer of the
Company under the Exchange Act at the time of any applicable tax withholding event, you may make a cash payment to the Company, your Employer or its agent to cover the Tax-Related Items that the Company or
your Employer may be required to withhold or account for as a result of your participation in the Plan. If you are not a Section 16 officer of the Company at the time of any applicable tax withholding event, the Company and/or your Employer may
(in its sole discretion) allow you to make a cash payment to the Company, your Employer or its agent to cover such Tax-Related Items. 

The Company may withhold or account for Tax-Related Items by considering applicable statutory
withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will
have no entitlement to the share equivalent. If the obligation for Tax-Related Items is satisfied by withholding from the shares of Stock to be delivered upon settlement of the Award, for tax purposes,
you will be deemed to have been issued the full number of shares of Stock subject to the earned Award, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the
Tax-Related Items. 
 The Company may refuse to issue or deliver the shares of Stock (or cash
payment) or the proceeds from the sale of shares of Stock if you fail to comply with your obligations in connection with the Tax-Related Items. 

10. Nontransferability. During the Performance Period and thereafter until shares of Stock are 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. 

  
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 11. Rights as Stockholder. You shall have no rights as a stockholder of the Company
with respect to the Performance Shares until such time as a certificate of stock for the shares of Stock issued in settlement of the Performance Shares has been issued to you or such shares of Stock have been recorded in your name in book entry
form. Except as provided in Section 17 below, no adjustment shall be made for dividends or distributions or other rights with respect to such shares of Stock 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 U.S. Securities and Exchange Commission or of any other regulatory body having jurisdiction shall require the Company or you to take any action before
shares of 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 U.S. Securities Act of 1933, as amended, is not in effect with respect to the shares of Stock to be delivered pursuant to this Agreement, you hereby represent that you are acquiring the shares of Stock
for investment and with no present intention of selling or transferring them and that you will not sell or otherwise transfer the shares of Stock except in compliance with all applicable securities laws and requirements of any stock exchange on
which the shares of Stock may then be listed. 
 13. Not a Public Offering. If you are resident outside the U.S., the grant of the
Performance Shares is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local
securities authorities (unless otherwise required under local law), and the grant of the Performance Shares is not subject to the supervision of the local securities authorities. 

14. Insider Trading/Market Abuse Laws. By participating in the Plan, you agree to comply with the Company’s policy on insider
trading, to the extent that it is applicable to you. You further acknowledge that, depending on your or your broker’s country of residence or where the shares of Stock are listed, you may be subject to insider trading restrictions and/or market
abuse laws that may affect your ability to accept, acquire, sell or otherwise dispose of shares of Stock, rights to shares of Stock, or rights linked to the value of shares of Stock during such times you are considered to have “inside
information” regarding the Company as defined by the laws or regulations in your country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you place before you possessed inside information.
Furthermore, you could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities.
You understand that third parties include fellow employees and/or service providers. Any restrictions under these laws and regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider
trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and, therefore, you should consult your personal advisor on this matter. 

15. Repatriation; Compliance with Law. If you are resident or employed outside the U.S., you agree to repatriate all payments
attributable to the shares of Stock and/or cash acquired under the Plan in accordance with applicable foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you agree to take any
and all actions, and consent to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local laws, rules and/or regulations in your country of residence (and country of
employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal obligations under local laws, rules and/or regulations in your country of residence (and country of employment, if different).


  
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 16. No Advice Regarding Grant. No employee of the Company is permitted to advise you
regarding your participation in the Plan or your acquisition or sale of the shares of Stock underlying the Performance Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors before taking any action
related to the Plan. 
 17. Change in Stock. In the event of any change in the shares of Stock, by reason of any stock dividend,
recapitalization, reorganization, split-up, merger, consolidation, exchange of shares, or of any similar change affecting the shares of Stock, the number of the Performance Shares subject to this Award
Agreement shall be equitably adjusted by the Committee. 
 18. Nature of the Award. In accepting the Award, you acknowledge,
understand and agree that: 
 (a) the Plan is established voluntarily by the Company, it is discretionary in nature and
limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any time; 

(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to
receive future grants of Performance Shares, or benefits in lieu of Performance Shares, even if Performance Shares have been granted in the past; 

(c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company,
including, but not limited to, the form and timing of the Award, the number of shares of Stock subject to the Award, and the earning provisions applicable to the Award; 

(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an
employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship; 

(e) you are voluntarily participating in the Plan; 

(f) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation; 

(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of
compensation outside the scope of your employment (and employment contract, if any) and is not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy,
dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company, your Employer or any Affiliate; 
 (h) the future
value of the shares of Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty; 
 (i)
unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination
period; 

  
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 (j) no claim or entitlement to compensation or damages shall arise from
forfeiture of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment
agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring
any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed
irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; 

(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by
this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares
of Stock of the Company; and 
 (l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate
fluctuation between your local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the
Award. 
 19. 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. 
 20. Personal Data. Pursuant to applicable personal data protection
laws, the Company hereby notifies you of the following in relation to your personal data and the collection, processing and transfer of such data in relation to the Company’s grant of the Performance Shares and your participation in the Plan.
The collection, processing and transfer of personal data is necessary for the Company’s administration of the Plan and your participation in the Plan, and your denial and/or objection to the collection, processing and transfer of personal data
may affect your participation in the Plan. As such, you voluntarily acknowledge and consent (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein: 

(a) The Company and your Employer hold certain personal information about you, specifically: your name, home address, email
address and telephone number, date of birth, social security, passport or other employee identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all entitlements to shares of Stock
awarded, canceled, purchased, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan (“Data”). Data may be provided by you or collected, where lawful, from the Company, its Affiliates and/or
third parties, and the Company and your Employer will process Data for the exclusive purpose of implementing, administering and managing your participation in the Plan. Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and
regulations in your country of residence (or country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes
sought. Data will be accessible within the organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for your participation in the Plan. 

  
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 (b) The Company and your Employer will transfer Data internally as necessary
for the purpose of implementation, administration and management of your participation in the Plan, and the Company and/or your Employer may further transfer Data to any third parties assisting the Company in the implementation, administration and
management of the Plan. You hereby authorize (where required under applicable law) the recipients to receive, possess, use, retain and transfer Data, in electronic or other form, as may be required for the administration of the Plan and/or the
subsequent holding of the shares of Stock on your behalf, to a broker or other third party with whom you may elect to deposit any shares of Stock acquired pursuant to the Plan. 

(c) You may, at any time, exercise your rights provided under applicable personal data protection laws, which may include the
right to (i) obtain confirmation as to the existence of Data, (ii) verify the content, origin and accuracy of Data, (iii) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of Data,
(iv) oppose, for legal reasons, the collection, processing or transfer of Data which is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in the Plan, and (v) withdraw your
consent to the collection, processing or transfer of Data as provided hereunder (in which case, your Performance Shares will become null and void). You may seek to exercise these rights by contacting your Human Resources manager or the
Company’s Human Resources Department, who may direct the matter to the applicable Company privacy official. 
 21. Addendum to
Agreement. Notwithstanding any provision of this Agreement to the contrary, the Performance Shares shall be subject to any special terms and conditions for your country of residence (and country of employment, if different) as set forth in the
addendum to this Agreement, attached hereto as Exhibit A (the “Addendum”). Further, if you transfer your residence and/or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply
to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable to comply with local laws, rules and/or regulations or to facilitate the operation and administration of
the Performance Shares and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). The Addendum shall constitute part of this Agreement. 

22. Additional Requirements. The Company reserves the right to impose other requirements on the Performance Shares, any shares of Stock
acquired pursuant to the Performance Shares and your participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and/or
regulations or to facilitate the operation and administration of the Performance Shares and the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the
foregoing. 
 23. 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. 

  
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 24. Electronic Delivery. The Company may, in its sole discretion, deliver by
electronic means any documents related to the Award or your future participation in the Plan. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an
on-line or electronic system established and maintained by the Company or a third party designated by the Company. 

25. Governing Law and Jurisdiction. This Agreement is governed by the substantive and procedural laws of the state of Illinois, U.S.A.
You and the Company shall submit to the exclusive jurisdiction of, and venue in, the courts in Illinois, U.S.A., in any dispute relating to this Agreement without regard to any choice of law rules thereof which might apply the laws of any other
jurisdiction. 
 26. English Language. If you are resident in a country where English is not an official language, you acknowledge
and agree that it is your express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. You further acknowledge that you are
sufficiently proficient in English, or have consulted with an advisor who is sufficiently proficient in English so as to allow you to understand the terms and conditions of the Agreement, the Plan or any other documents related to the Award. If you
have received this Agreement, the Plan or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

 27. 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. 

28. 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 Award granted
hereunder. 

  
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 EXHIBIT A 

ADDENDUM TO THE 
 
WALGREENS BOOTS ALLIANCE, INC. 2021 OMNIBUS INCENTIVE PLAN 
 PERFORMANCE SHARE AWARD AGREEMENT 

In addition to the terms of the Plan and the Agreement, the Award is subject to the following additional terms and conditions to the extent
you reside and/or are employed in one of the countries addressed herein. Pursuant to Section 21 of the Agreement, if you transfer your residence and/or employment to another country reflected in this Addendum, the additional terms and
conditions for such country (if any) will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or
regulations or to facilitate the operation and administration of the Performance Shares and the Plan (or the Company may establish alternative terms as may be necessary or advisable to accommodate your transfer). All defined terms contained in this
Addendum shall have the same meaning as set forth in the Plan and the Agreement. 
 EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA
(“EEA”) / SWITZERLAND / THE UNITED KINGDOM 
 Personal Data. The following provision replaces Section 20 of the Agreement in its
entirety: 
 The Company, with its registered address at 108 Wilmot Road, Deerfield, Illinois 60015, U.S.A. is the controller responsible for the processing
of your personal data by the Company and the third parties noted below. 
 (a) Data Collection and Usage. Pursuant to applicable data
protection laws, you are hereby notified that the Company collects, processes and uses certain personal information about you for the legitimate purpose of implementing, administering and managing the Plan and generally administering awards;
specifically: your name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares or directorships held in the Company, and details of all
Performance Shares, any entitlement to shares of Stock awarded, canceled, exercised, vested, or outstanding in your favor, which the Company receives from you or the Employer (“Personal Data”). In granting the Performance Shares under the
Plan, the Company will collect, process, use, disclose and transfer (collectively, “Processing”) Personal Data for purposes of implementing, administering and managing the Plan. The Company’s legal basis for the Processing of Personal
Data is the Company’s legitimate business interests of managing the Plan, administering employee awards and complying with its contractual and statutory obligations, as well as the necessity of the Processing for the Company to perform its
contractual obligations under the Agreement and the Plan. Your refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan. As such, by
accepting the Performance Shares, you voluntarily acknowledge the Processing of your Personal Data as described herein. 
 (b) Stock Plan
Administration Service Provider. The Company may transfer Personal Data to Fidelity Stock Plan Services, LLC (“Fidelity”), an independent service provider based, in relevant part, in the United States, which may assist the Company with
the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share Personal Data with another company that serves in a similar manner. The Company’s service provider will
open an account for you to receive and trade shares of Stock pursuant to the Performance Shares. The Processing of Personal Data will take place through 

  
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both electronic and non-electronic means. Personal Data will only be accessible by those individuals requiring access to it for purposes of implementing,
administering and operating the Plan. When receiving your Personal Data, if applicable, Fidelity provides appropriate safeguards in accordance with the EU Standard Contractual Clauses or other appropriate cross-border transfer solutions. By
participating in the Plan, you understand that the service provider will Process your Personal Data for the purposes of implementing, administering and managing your participation in the Plan. 

(c) International Data Transfers. The Company is based in the United States, which means it will be necessary for Personal Data to be
transferred to, and Processed in the United States. When transferring your Personal Data to the United States, the Company provides appropriate safeguards in accordance with the EU Standard Contractual Clauses, and other appropriate cross-border
transfer solutions. You may request a copy of the appropriate safeguards with Fidelity or the Company by contacting your Human Resources manager or the Company’s Human Resources Department. 

(d) Data Retention. The Company will use Personal Data only as long as is necessary to implement, administer and manage your
participation in the Plan or as required to comply with legal or regulatory obligations, including tax and securities laws. When the Company no longer needs Personal Data related to the Plan, the Company will remove it from its systems. If the
Company keeps Personal Data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations. 

(e) Data Subject Rights. To the extent provided by law, you have the right to (i) subject to certain exceptions, request
access or copies of Personal Data the Company Processes, (ii) request rectification of incorrect Personal Data, (iii) request deletion of Personal Data, (iv) place restrictions on Processing of Personal Data, (v) lodge complaints
with competent authorities in your country, and/or (vi) request a list with the names and addresses of any potential recipients of Personal Data. To receive clarification regarding your rights or to exercise your rights, you may contact your
Human Resources manager or the Company’s Human Resources Department. You also have the right to object, on grounds related to a particular situation, to the Processing of Personal Data, as well as opt-out
of the Plan herein, in any case without cost, by contacting your Human Resources manager or the Company’s Human Resources Department in writing. Your provision of Personal Data is a contractual requirement. You understand, however, that the
only consequence of refusing to provide Personal Data is that the Company may not be able to administer the Performance Shares, or grant other awards or administer or maintain such awards. For more information on the consequences of the refusal to
provide Personal Data, you may contact your Human Resources manager or the Company’s Human Resources Department in writing. You may also have the right to lodge a complaint with the relevant data protection supervisory authority. 

CHILE 
 Private Placement. The
following provision shall replace Section 13 of the Agreement: 
 The grant of the Performance Shares hereunder is not intended to be a public offering
of securities in Chile but instead is intended to be a private placement. 
  

	 	a)	 The starting date of the offer will be the Grant Date, and this offer conforms to general ruling no. 336 of the
Chilean Commission for the Financial Market; 


  

	 	b)	 The offer deals with securities not registered in the registry of securities or in the registry of foreign
securities of the Chilean Commission for the Financial Market, and therefore such securities are not subject to its oversight; 



  
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	 	c)	 The issuer is not obligated to provide public information in Chile regarding the foreign securities, since such
securities are not registered with the Chilean Commission for the Financial Market; and 


  

	 	d)	 The foreign securities shall not be subject to public offering as long as they are not registered with the
corresponding registry of securities in Chile. 


  

	 	a)	 La fecha de inicio de la oferta será el de la fecha de otorgamiento y esta oferta se acoge a la norma
de carácter general n° 336 de la Comisión para el Mercado Financiero en Chile; 


  

	 	b)	 La oferta versa sobre valores no inscritos en el registro de valores o en el registro de valores extranjeros
que lleva la Comisión para el Mercado Financiero en Chile, por lo que tales valores no están sujetos a la fiscalización de ésta; 



 

	 	c)	 Por tratar de valores no inscritos no existe la obligación por parte del emisor de entregar en chile
información pública respecto de esos valores; y 


  

	 	d)	 Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro
de valores correspondiente. 


 CHINA 

The following provisions govern your participation in the Plan if you are subject to exchange control regulations in the People’s Republic of China
(“China”), as determined by the Company in its sole discretion: 
 1. Mandatory Sale Restriction. Due to local
regulatory requirements, you agree that the Company may force the sale of any shares of Stock to be issued to you upon settlement of the Award. The sale may occur (i) immediately upon vesting, (ii) following your Termination of Service,
(iii) following your transfer outside of China, or (iv) within any other timeframe the Company determines to be necessary or advisable to comply with local regulatory requirements. You agree that you must maintain any shares of Stock
acquired under the Plan in an account at a broker designated by the Company (“Designated Account”). All such shares of Stock deposited in the Designated Account cannot be transferred out of that Designated Account. Within three
(3) months after your Termination of Service for any reason (or such other period as determined by the Company in its sole discretion), you must sell all shares of Stock acquired under the Plan. The Company will direct the automatic sale of any
such shares of Stock remaining in the Designated Account at the expiration of this three (3) month period (or such other period as determined by the Company in its sole discretion). 

You agree that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such shares of Stock (on your behalf pursuant
to this authorization) and you expressly authorize the Company’s designated broker to complete the sale of such shares of Stock. You acknowledge that the Company’s designated broker is under no obligation to arrange for the sale of the
shares of Stock at any particular price. Upon the sale of the shares of Stock, the Company agrees to pay you the cash proceeds from the sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. You agree that if you sell shares of Stock that you acquire under the Plan, the repatriation requirements described below shall apply. 

If you transfer to an Affiliate in China or transfer from an Affiliate in China to another Affiliate outside of China, you may become or remain subject to the
requirements set forth in this Addendum, as determined by the Company in its sole discretion. The Company reserves the right to suspend your participation in the Plan or take such other measures as it deems necessary or advisable to comply with
local laws and regulations. 

  
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 2. Exchange Control Requirements. You understand and agree that your
participation in the Plan and the vesting of Awards over shares of Stock under the Plan may be subject to the registration and compliance of the Plan with applicable exchange control regulations in China. If the registration of the Plan lapses or
the Company determines, in its discretion, that the Award cannot vest due to regulatory restrictions, you agree that your participation in the Plan may be suspended, terminated or otherwise modified to ensure compliance with applicable laws and
regulations. 
 You understand and agree that, pursuant to local exchange control requirements, you will be required to repatriate the cash proceeds from
the mandatory sale of the shares of Stock issued upon vesting of the Award as well as any cash dividends paid on such shares of Stock to China. You further understand that, under local law, such repatriation of cash proceeds may need to be
effectuated through a special exchange control account established by the Company, the Employer or any other Affiliate, and you hereby consent and agree that any proceeds from the sale of any shares of Stock issued upon vesting of the Award as well
as any cash dividends paid on such shares of Stock may be transferred to such special account prior to being delivered to you. You agree to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the
Company’s designated broker) to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds. You further agree to comply with any other requirements that may be imposed by the Company in the future in
order to facilitate compliance with exchange control requirements in China. 
 Finally, you understand and agree that the Company is under no obligation to
secure any particular exchange conversion rate and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Stock are
sold or dividends are paid and the time the cash proceeds are distributed to you through the special account described above. 
 GERMANY 

No country-specific provisions. 
 HONG KONG 

1. Form of Payment. Notwithstanding any provision in the Agreement or Plan to the contrary, the Performance Shares shall be settled only
in Shares (and not in cash). 
 2. IMPORTANT NOTICE. WARNING: The contents of the Agreement, this Addendum, the Plan, the Plan
prospectus, the Plan administrative rules and all other materials pertaining to the Performance Shares and/or the Plan have not been reviewed by any regulatory authority in Hong Kong. You are hereby advised to exercise caution in relation to the
offer thereunder. If you have any doubts about any of the contents of the aforesaid materials, you should obtain independent professional advice. Neither the grant of the Performance Shares nor the issuance of the shares of Stock upon vesting of the
Performance Shares constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and its Affiliates. The Agreement, including this Addendum, the Plan and other incidental communication materials
distributed in connection with the Performance Shares (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in
Hong Kong and (ii) are intended only for the personal use of each eligible employee of the Company or its Affiliates and may not be distributed to any other person. 

  
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 3. Wages. The Performance Shares and shares of Stock subject to the Performance
Shares do not form part of your wages for the purposes of calculating any statutory or contractual payments under Hong Kong law. 
 IRELAND 

No country-specific provisions. 
 ITALY 

Plan Document Acknowledgment. In accepting the Performance Shares, you acknowledge that a copy of the Plan was made available to you,
and you have reviewed the Plan and the Agreement, including this Addendum, in their entirety and fully understand and accept all provisions of the Plan, the Agreement and the Addendum. 

You further acknowledge that you have read and specifically approve the following provisions in the Agreement: Section 3: Determination
of Performance Shares Earned (threshold levels for earning Performance Shares); Section 4: Disability or Death (terms of payment of Performance Shares upon a Termination of Service by reason of Disability or death); Section 5: Retirement
(terms of payment of Performance Shares upon a Termination of Service by reason of retirement); Section 6: Termination of Service Following a Change in Control (terms of payment of Performance Shares in the event of a Termination of Service
following a Change in Control); Section 7: Other Termination of Service (forfeiture of Performance Shares in other cases of Termination of Service); Section 9(a): Responsibility for Taxes; Tax Withholding (liability for all Tax-Related Items related to the Performance Shares and legally applicable to the participant); Section 10: Nontransferability (Performance Shares shall not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated); Section 17: Change in Stock (right of the Company to equitably adjust the number of Performance Shares subject to this Agreement in the event of any change in Stock); Section 18(j): Nature of the Award (waive
any claim or entitlement to compensation or damages arising from forfeiture of the Performance Shares resulting from a Termination of Service); Section 18(l): Nature of the Award (the Company is not liable for any foreign exchange rate
fluctuation impacting the value of the Performance Shares); Section 19: Committee Authority; Recoupment (right of the Committee to administer, construe, and make all determinations necessary or appropriate for the administration of the
Performance Shares and this Agreement, including the enforcement of any recoupment policy); Section 21: Addendum to Agreement (the Performance Shares are subject to the terms of the Addendum); Section 22: Additional Requirements (Company
right to impose additional requirements on the Performance Shares in case such requirements are necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate operation and administration of the Performance
Shares and the Plan); Section 24: Electronic Delivery (Company may deliver documents related to the Award or Plan electronically); Section 25: Governing Law and Jurisdiction (Agreement is governed by Illinois law without regard to any
choice of law rules thereof; agreement to exclusive jurisdiction of Illinois courts); Section 26: English Language (documents will be drawn up in English; if a translation is provided, the English version controls); and the provision titled
“Personal Data” under the heading “European Union (‘EU’) / European Economic Area (‘EEA’) / Switzerland / the United Kingdom”, included in this Addendum. 

  
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 MEXICO 

1. Commercial Relationship. You expressly recognize that your participation in the Plan and the Company’s grant of the Performance
Shares does not constitute an employment relationship between you and the Company. You have been granted the Performance Shares as a consequence of the commercial relationship between the Company and the Affiliate in Mexico that employs you
(“WBA Mexico”), and WBA Mexico is your sole employer. Based on the foregoing, you expressly recognize that (a) the Plan and the benefits you may derive from your participation in the Plan do not establish any rights between you and
WBA Mexico, (b) the Plan and the benefits you may derive from your participation in the Plan are not part of the employment conditions and/or benefits provided by WBA Mexico, and (c) any modifications or amendments of the Plan by the
Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of your employment with WBA Mexico. 

2. Extraordinary Item of Compensation. You expressly recognize and acknowledge that your participation in the Plan is a result of the
discretionary and unilateral decision of the Company, as well as your free and voluntary decision to participate in the Plan in accordance with the terms and conditions of the Plan, the Agreement and this Addendum. As such, you acknowledge and agree
that the Company, in its sole discretion, may amend and/or discontinue your participation in the Plan at any time and without any liability. The Award, the shares of Stock subject to the Award and the income and value of the same is an extraordinary
item of compensation outside the scope of your employment contract, if any, and is not part of your regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service
awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of WBA Mexico. 
 3. Securities Law
Notification. The Performance Shares and shares of Stock offered under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold
publicly in Mexico. In addition, the Plan, this Agreement and any other document relating to the Performance Shares may not be publicly distributed in Mexico. These materials are addressed to you only because of your existing relationship with the
Company and WBA Mexico and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed
specifically to individuals who are present employees of WBA Mexico made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred. 

MONACO 
 Use of English Language.
You acknowledge that it is your express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Vous
reconnaissez avoir expressément exigé la rédaction en anglais de la présente Convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées,
directement ou indirectement, relatifs à, ou suite à, la présente Convention. 
 SWITZERLAND 

Securities Law Notification. Neither this document nor any other materials relating to the Performance Shares (i) constitutes a
prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed nor otherwise made publicly available in Switzerland to any person other than an employee of the
Company, or (iii) has been or will be filed with, or approved or supervised by, any Swiss reviewing body according to article 51 of FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (FINMA).


  
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 THAILAND 

No country-specific provisions. 
 UNITED KINGDOM 

1. Indemnification for Tax-Related Items. Without limitation to Section 9 of the Agreement,
you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company, your Employer
or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and your Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). 

Notwithstanding the foregoing, if you are a director or executive officer (as within the meaning of Section 13(k) of the Exchange Act), the terms of the
immediately foregoing provision will not apply. In the event that you are a director or executive officer and income tax due is not collected from or paid by you within 90 days after the U.K. tax year in which an event giving rise to the
indemnification described above occurs, the amount of any uncollected tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You acknowledge that you ultimately will be responsible for
reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or your Employer (as applicable) for the value of any employee national insurance contributions due
on this additional benefit, which the Company and/or your Employer may recover from you at any time thereafter by any of the means referred to in Section 10 of the Agreement. 

2. Exclusion of Claim. You acknowledge and agree that you will have no entitlement to compensation or damages insofar as such
entitlement arises or may arise from your ceasing to have rights under or to be entitled to the Performance Shares, whether or not as a result of your Termination of Service (whether such termination is in breach of contract or otherwise), or from
the loss or diminution in value of the Performance Shares. Upon the grant of the Performance Shares, you shall be deemed irrevocably to have waived any such entitlement. 

***                ***       
         ***                ***               
 *** 
 By clicking the acceptance box for this grant agreement, I acknowledge receipt of the Performance Share Award Agreement to which
this Addendum is attached as Exhibit A, and I agree to the terms and conditions expressed in this Addendum. 

  
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