EX-10.1



 Exhibit 10.1 

TRANSITION AND RELEASE AGREEMENT 

ERIC SLUSSER 
  

	I.	Introduction. 

 I, the undersigned, am currently an employee of Express Scripts
Holding Company (“Express Scripts” or “Company”) and/or an officer or employee of one or more of its subsidiaries or predecessor or affiliated companies, and prior to October 25, 2017 served as Executive Vice President and
Chief Financial Officer of the Company. Express Scripts and I have agreed to the terms set forth below (the “Agreement”) in consideration for the continuation of my employment on a part-time basis during a transition period through
March 31, 2018 (the “Separation Date”), my termination of employment from the Company, and my agreement to, and compliance with, the terms hereof. During the period from the date hereof through the Separation Date, unless sooner
terminated in accordance with Section IV (the “Transition Period”), I shall provide services to the Company as set forth in Section IV. 
  

	II.	Definitions. 

 All words used in this Agreement have their plain meanings in
ordinary English. Specific terms used in this Agreement have the following meanings: 
  

	 	A.	I, me, and my include both me, Eric Slusser, and anyone who has or obtains any legal rights or claims through me, including any heirs, agents, representatives, successors and assigns that I now have
or may have in the future. 

  

	 	B.	 Company or Express Scripts, as used herein, shall at all times mean Express Scripts Holding
Company, its present and former subsidiaries, all successors and assigns, affiliated and predecessor companies (including Express Scripts, Inc., 










	 	
Medco Health Solutions, Inc. and all affiliated entities thereto), and direct and indirect parent, predecessor and management companies, together with each of its and their present or former
owners, partners, officers, employees, stockholders, attorneys, directors, insurers, representatives and agents of any of them, whether in their individual or official capacities, and any pension or other benefit plan or related underlying trust
applicable to the employees or former employees of the Company, and any of the current and former trustees, fiduciaries or administrators of any such benefit plan or trust, in their official and individual capacities. 


 

	 	C.	 Claims means all of the claims of any kind whatsoever that I had, may have had or now have against the
Company (with the exception of (i) claims arising under or related to this Agreement, (ii) claims arising under or related to any indemnification agreement between myself and the Company, including but not limited to the Indemnification
Agreement dated as of September 9, 2015, and (iii) other claims or rights for indemnification I may have pursuant to the Company’s certificate of incorporation or bylaws), regardless of whether I now know about these claims, including
but not limited to, claims relating to, arising out of, or attributable to (i) my employment or the termination of my employment with the Company and (ii) the Executive Employment Agreement between myself and the Company effective as of
March 8, 2017 (the “Employment Agreement”) or any other agreement or arrangement (whether formal or informal, oral or written) with the Company or any subsidiary or affiliate thereof. This release of claims includes, but is not
limited to, all claims arising under Title VII of the 1964 Civil Rights Act (“Title VII”), as amended, the Equal Pay Act, the Americans with 



  
 2 









	 	
Disabilities Act (the “ADA”), the National Labor Relations Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefits Protection Act (the
“OWBPA”), the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act and any similar state or local law, the Service Contract Act, the Family and Medical Leave Act, the federal False Claims Act, the
Missouri Human Rights Act, the Missouri Service Letter statute, Missouri Minimum Wage Law, Missouri Wage Payment Law, and all state False Claims Acts, all as amended, or any other federal, state, or local laws, rules, regulations, ordinances or
orders, any and all claims arising out of any constitutional provision, statute, ordinance, regulation or executive order, and any and all common law claims or whistleblower or public policy provisions or theories, including but not limited to those
civil rights laws prohibiting discrimination based on any protected class status; retaliation; laws related to wages and hours; negligent hiring or retention; wrongful termination; unjust dismissal; assault; battery; defamation; false imprisonment;
intentional or negligent infliction of emotional distress; breach of the covenant of good faith and fair dealing; promissory estoppel; negligence; claims based upon contract, tort or other common law theories; any and all claims under any Company
severance plan, my Employment Agreement or for attorneys’ fees and costs; claims for loss of wages, loss of other employment, back pay, front pay, liquidated damages, compensatory damages, personal injury, emotional distress, mental anguish,
vacation pay, PTO, sick pay, pension contributions or benefits, medical or health benefits, short or long term disability benefits, and any other employee benefits, 


  
 3 









	 	
with the exception of any vested 401(k) and cash balance retirement benefits, any deferred compensation plans, any vested equity interests, and any vested rights with respect to any benefits,
rights or entitlements under the terms of any employee benefit programs; and all other claims or causes of action I may have as of the date that I sign this Agreement, whether I am aware of them or not, against the Company. 


 

	 	D.	Base Salary means $747,000.00 per year. 

  

	 	E.	Cause shall have the meaning ascribed to such term in Article I of the Employment Agreement. 

  

	III.	Consideration. 

 I acknowledge that I am receiving satisfactory consideration from
the Company to which I am not otherwise entitled by law, contract, or under any policy of the Company. The Company has agreed to provide this money and other benefits in consideration of my execution (and
non-revocation) of this Agreement, including but not limited to the release of claims set forth in Section V below. As of the date of this Agreement, the Company acknowledges that the Chief Executive Officer
of the Company is not aware of a basis to terminate my employment for Cause; however, the foregoing acknowledgment does not preclude the Company from terminating my employment for Cause following the date of this Agreement. 

 

	 	A.	 Separation Date Consideration. In consideration for my releases, promises and representations in this
Agreement, and provided that (i) this Agreement becomes effective in accordance with Section XIV below, (ii) my employment continues through the Separation Date or the Company terminates my employment other




  
 4 









	 	
than for Cause prior to the Separation Date as set forth in Section IV.B, (iii) I or my legal representative and/or a representative of my estate
re-execute this Agreement following the Separation Date or, if earlier, the Termination Date (and do/does not revoke such re-execution) and (iv) I do not materially
breach the terms of this Agreement, the Company shall deliver the following compensation and benefits (the “Separation Benefits”) to me as follows: 

  

	 	1.	Two Million Two Hundred Forty One Thousand dollars ($2,241,000), less applicable taxes and withholding, paid out in substantially equal monthly installments over an eighteen (18) month period, which installments
shall be payable on the first day of each month, with the first installment payable on the first day of the calendar month immediately following the Termination Date; 


 

	 	2.	 Subject to Section III.A.3 below, an amount equal to the monthly cost of continuing medical, dental, vision, and
Employee Assistance Program (“EAP”) coverage under the Company’s medical, dental, vision, and EAP programs under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for myself and my eligible dependents
(including my spouse) through the eighteen (18) month anniversary following the Termination Date beginning on the first day of the first month following the Termination Date; provided that (a) as of my Termination Date, I am covered
under a Company plan for such medical, dental, vision, and EAP coverage (as applicable), and the Company continues to offer such benefit to its rank-and-file employees
who are not covered under a collective 



  
 5 









	 	
bargaining agreement; (b) with respect to the medical benefits only, if during the continuation period immediately following my Termination Date the Company ceases to offer a medical program
to its rank-and-file employees who are not covered under a collective bargaining agreement, the payment during the remainder of the continuation period shall change to
an amount equal to the monthly premium for equivalent medical insurance coverage; and (c) if during the continuation period I become eligible, as a full-time employee, for group medical, dental, vision, and/or EAP insurance from another
employer, I shall forfeit any such future payments from the Company; 

  

	 	3.	In the event payments for continued medical, dental, vision, or EAP coverage as provided for in Section III.A.2 above or such continued coverage itself, by reason of change in the applicable law, may, in the
Company’s reasonable view, result in tax or other penalties on the Company, the provisions of Section III.A.2 above shall terminate and the Company and I shall, in good faith, negotiate for a substitute provision which does not result in such
tax or other penalties; 

  

	 	4.	The continued vesting through my Termination Date of my outstanding equity awards (as set forth in Schedule A, attached hereto) in accordance with the terms and conditions of the applicable grant notices and
agreements, and the equity plan documents. Notwithstanding the foregoing, 


  
 6 









	 	a.	My restricted stock units granted on September 9, 2015, as set forth on Schedule A, shall vest in full on the earlier of: (i) the Termination Date if my employment is terminated by the Company other
than for Cause or (ii) the Separation Date; in either case, subject to my compliance with Section IV.C. through the applicable Termination Date, including, but not limited to, my cooperation and assistance to the Company with respect to the
successful transition to a new Chief Financial Officer; and 

  

	 	b.	My outstanding performance shares granted on March 9, 2016, and March 8, 2017 shall be eligible to vest in a number of shares equal to the lesser of: (i) the number of shares earned based on actual
achievement of performance criteria through the end of the applicable performance period; or (ii) the number of shares that would have vested based on an assumed performance period ending as of September 1, 2017. In either case, the
vesting of these performance shares shall be pro-rated for the portion of the applicable performance period that I was employed by the Company from the commencement of the applicable performance period through
the Termination Date in accordance with the applicable award agreement. Any performance shares so earned shall be delivered as soon as practicable following the end of the applicable performance period, but in any event within ninety (90) days
following the end of such period; 


  
 7 









	 	5.	My 2017 annual cash bonus based on actual performance (disregarding my change to part-time status as contemplated in this Agreement), pro-rated for the period that I was employed
by the Company from January 1, 2017 through the earlier of the Termination Date or December 31, 2017. My pro-rated 2017 annual cash bonus shall be paid to me by the Company no later than
March 15, 2018; 

  

	 	6.	My 2018 annual cash bonus based on actual performance (disregarding my change to part-time status as contemplated in this Agreement), pro-rated for the period that I was employed
by the Company from January 1, 2018 through the Termination Date. My pro-rated 2018 annual cash bonus shall be paid to me by the Company no later than March 15, 2019; and 


 

	 	7.	The continued vesting through my Termination Date of my accounts under the Company’s Executive Deferred Compensation Plan (“EDCP”) in accordance with the terms of the EDCP and the terms of the
contributions made by the Company to my EDCP account. 

 The consideration in Sections
III.A.1-3 shall remain due and payable to me (or to my estate) regardless of my death and/or Disability (as defined in Article I of the Employment Agreement and incorporated herein by reference). The effect of
my death and/or Disability on the consideration set forth in Section III.A.4-6 shall be governed by the terms of the applicable grant notices, awards and agreements, and the incentive plan documents and the
consideration set forth in Section III.A.7 shall be governed by the terms of the EDCP and the terms of the contributions made by the Company to my EDCP account. 

  
 8 









	 	B.	Resignation Prior to the Separation Date Consideration. In consideration for my releases, promises and representations in this Agreement, and provided that (i) this Agreement becomes effective in accordance
with Section XIV below, (ii) I voluntarily resign my employment for any reason prior to the Separation Date as set forth in Section IV.B, (iii) my employment is not terminated by the Company for Cause prior to the Separation Date,
(iv) I or my legal representative and/or a representative of my estate re-execute this Agreement following the Termination Date (and do/does not revoke such
re-execution) and (v) I do not materially breach the terms of this Agreement, the Company shall deliver to me the Separation Benefits other than the benefits as provided in Section III.A.4.a (i.e., my
restricted stock units granted on September 9, 2015). 

  

	 	C.	Accrued Benefits. In addition to the consideration described above, I understand that I will be paid the amounts below. I acknowledge that upon receipt of these amounts, I will have been paid any and all amounts
owed to me by the Company through my Termination Date (defined below), including but not limited to all wages, salary, overtime pay, vacation pay, bonuses, commissions, and all other compensation of any nature whatsoever, as well as any business
expenses that I incurred on the Company’s behalf through the Termination Date. 

  

	 	1.	Base Salary through the Termination Date; 

  

	 	2.	Accrued and unused PTO; and 


  
 9 









	 	3.	Vested amounts under the EDCP, paid out in accordance with the terms of the plan and the terms of the contributions made by the Company to my EDCP account. 


I authorize the Company to withhold from my Separation Benefits or, if applicable, my Termination Benefits (defined below) the appropriate
payroll taxes and to offset against my Separation Benefits or, if applicable, my Termination Benefits any advances, loans or amounts I owe to the Company, to the extent permitted under applicable law. I am not aware of any amount that I owe the
Company. 
  

	IV.	Transition Services. 

  

	 	A.	I will continue to be employed by the Company on a part-time basis from the date of this Agreement through the earlier to occur of: (i) the Separation Date; (ii) the date that I voluntarily resign my
employment in writing in accordance with Section IV.B; (iii) the date upon which I die or am deemed to have a Disability or (iv) the date set forth in any written notice of termination by the Company pursuant to Section IV.B. Such date is
referred to herein as the “Termination Date.” 

  

	 	B.	Prior to the Separation Date, the Company may terminate my employment with or without Cause and I may voluntarily resign my employment for any reason. Such termination shall be communicated to the other party by written
notice in accordance with Section XV and such notice shall set forth the effective date of termination; provided, that the Termination Date shall not be less than fifteen (15) days after such notice is delivered in the event of my
voluntary termination of employment or a termination of employment by the Company other than for Cause. 


  
 10 









	 	C.	During the Transition Period, the Company, in its sole discretion, may require me to provide services upon the request of the Chief Executive Officer of the Company or his designee on a project-by-project basis. Such services shall equal or exceed twenty percent (20%) of the services I provided to the Company prior to the date hereof. I shall perform all transition services with a level of
skill and care generally exercised by other similarly situated employees, and in performing such services, I shall comply fully with all applicable laws and all applicable policies of the Company. In exchange for the transition services, (i) my
Base Salary shall continue to be paid during the Transition Period in accordance with the normal payroll practices of the Company and (ii) through the Termination Date, I shall participate in all Company benefit plans as a regular employee,
subject to the terms and conditions of the Company benefit plans; provided, that I shall not be eligible to receive any additional grants of equity awards following the date hereof. It is understood and agreed that nothing contained herein
shall preclude me from pursuing other interests and opportunities during the Transition Period provided said interests and opportunities do not materially interfere with my fulfilling my obligations hereunder, including, but not limited to, Sections
IV, V and IX of this Agreement. 

  

	 	D.	 In consideration for my releases, promises and representations in this Agreement, if my employment is terminated
by the Company other than for Cause or I die or am deemed to have a Disability, in each case, prior to the Separation Date, the 



  
 11 









	 	
Company shall continue to pay me my Base Salary through the Separation Date in accordance with the normal payroll practices of the Company (the “Termination Benefits”); provided,
that: (X) this Agreement becomes effective in accordance with Section XIV below; (Y) I (or my legal representatives/estate) re-execute this Agreement following the Termination Date and I (or my legal
representatives/estate) do not revoke such consent to such re-execution; and (Z) I do not materially breach the express terms of this Agreement. 


 

	V.	Agreement to Release My Claims. 

 In exchange for the consideration set forth in
Sections III and IV above, I, on behalf of myself and my heirs, administrators, executors, and assigns, agree to fully and forever give up, release, remise, discharge and waive all my Claims against the Company for anything that has occurred from
the beginning of time through the date I sign this Agreement, regardless of whether I am currently aware of such Claims or not. I have not and will not, for myself or on behalf of any person, entity or government, bring any federal, state or local
lawsuit, complaint, grievance, or action, judicial or administrative, or make any other demands against the Company based on my Claims. The consideration I am receiving is a full and fair payment for the release of my Claims as outlined here. It is
also my intention to release any right to recover damages under Title VII, ADEA, the OWBPA, the ADA, the Missouri Laws Against Discrimination, and all other federal, state and local civil rights or other statutes, regulations, or ordinances. In
exchange for the consideration set forth above, I further agree that in the event any person or entity should bring a charge, claim, complaint, or action on my behalf, I hereby waive and forfeit any right to recovery under said claim and will
exercise every good faith effort (but will not be obliged to incur any expense) to have such claim dismissed. 

  
 12 








 I agree to pay back all monies paid to me in accordance with this Agreement if I assert a Claim,
file a complaint or charge with a government agency, or sue the Company for any Claim, except as may otherwise be prohibited under ADEA or the OWBPA. Such repayment will be made within thirty (30) days of my filing of a complaint, charge, or
lawsuit. 
 Nothing in this Agreement shall interfere with my right to initiate, cooperate, or participate in, or receive payments in
connection with, an investigation or proceeding conducted by the Securities and Exchange Commission, Equal Employment Opportunity Commission or any other federal or state regulatory or law enforcement agency. However, the consideration provided to
me in this Agreement shall be the sole relief provided to me for the Claims that are released by me herein, and I will not be entitled to recover and agree to waive any monetary benefits or recovery against the Company in connection with such Claim
without regard to who has brought such claim. 
 Nothing in this Agreement shall limit or restrict my right under ADEA or the OWBPA to
challenge the validity of this Agreement in a court of law. 
 This Release does not apply to any rights I may have under workers’
compensation and unemployment compensation policies or statutes. 
  

	VI.	Substitute Consideration. 

 In the event that the provision or payment of any
Separation Benefits is not permitted under the terms of the Plan, the Company and I shall, in good faith, negotiate for substitute consideration. 

  
 13 









	VII.	Resignation. 

 In addition to any other obligations to cooperate with the Company,
I specifically agree to execute and deliver any documents reasonably requested by the Company, substantially in the form of Exhibit 1 attached hereto, in order to effectuate or further evidence my resignation from any corporate officer,
director, or similar positions with the Company or any of its subsidiaries or affiliates, and any related Boards or other positions and any other documents or forms reasonably requested by the Company in connection with the Company’s proxy
statement and other public filings; provided any such documents shall not be deemed to constitute my resignation as an employee of the Company. 
  

	VIII.	Breach.  

 If I materially breach any of
the covenants contained in this Agreement, I agree that irreparable injury will result to the Company, that the remedy at law for damages will be inadequate, and that the Company will be entitled to an injunction and/or other equitable relief to
restrain my continuing breach, to specifically enforce the terms of this Agreement, or to prevent a breach of any part of this Agreement. In addition, and without prejudice to any other remedies available in law or equity, I agree that any
consideration paid or promised by the Company in accordance with this Agreement will be forfeited and/or repaid by me in the event I materially breach any of the provisions of this Agreement, including, but not limited to, the covenants and
obligations contained in Sections IV, V and IX of this Agreement. The prevailing party shall also be entitled to damages, reasonable attorneys’ fees, and other costs incurred in connection with the enforcement of this Agreement. 

 

	IX.	Employment Agreement. 

 The terms of the Employment Agreement are hereby
incorporated herein by reference, and, except as specifically superseded or amended by this Agreement, the terms of the 

  
 14 








 
Employment Agreement shall remain in full force and effect, including, without limitation, Article V of the Employment Agreement; provided, however, that for the avoidance of doubt,
the parties agree that Articles II, III and IV of the Employment Agreement have been superseded in their entirety by this Agreement. 
  

	X.	Governing Law. 

 This Agreement shall be governed and construed in accordance with
the substantive and procedural laws of the State of Missouri regardless of any principles of conflicts of law. Any action concerning this Agreement shall be filed in St. Louis County, Missouri or the applicable federal court. 

 

	XI.	Entire Agreement. 

 This Agreement and the Schedule hereto sets forth the entire
agreement between me and the Company with respect to the subject matter hereof and shall supersede all prior negotiations, representations or agreements relating thereto, whether written or oral. I agree that no promises or representations have been
made to me outside the written terms of this Agreement to induce me to enter into it. I hereby acknowledge that I am bound by duties of confidentiality and loyalty to the Company that may arise outside this Agreement, such as the duties arising from
other agreements or common law. 
  

	XII.	Voluntary and Knowing. 

 I understand and voluntarily execute this Agreement and
assent to its terms, and affirm that my decision to sign this Agreement has been made freely and without any duress or coercion. I have read this Agreement carefully and understand all its terms. I have had the opportunity to review this Agreement
with my own attorney, and have been and am hereby again 

  
 15 








 
advised to consult with my own attorney before signing this Agreement. In agreeing to sign this Agreement, I have not relied on any representations, promises, agreements, statements or
explanations made by the Company or its attorneys in connection with my decision to accept. This Agreement describes everything that I have received or will receive for its execution, and I am not relying on any other promises or representations in
deciding whether to execute this Agreement. 
  

	XIII.	Waiver. 

 I agree that any delay or failure by the Company in enforcing any
provision of this Agreement will not constitute a waiver in any way of the right to enforce that particular provision or any other provision. 
  

	XIV.	Execution and Rescission Periods. 

  

	 	A.	I understand that I have up to twenty-one (21) calendar days from October 22, 2017 within which to consider and execute this Agreement (which includes any time spent
negotiating this Agreement; any changes made to this Agreement as a result will not restart the twenty-one (21) day consideration period). I understand that I may revoke my execution for a period of seven
(7) calendar days following my execution of this Agreement. To be effective, my revocation must be in writing and delivered to the Company in accordance with Section XV. This Agreement shall not become effective until the eighth day following
my execution of this Agreement (the “Effective Date”). I understand that if I revoke my execution within the applicable seven (7) calendar-day period, all of the Company’s obligations to me
under this Agreement will immediately cease, the Company will not be required to provide the consideration set forth in Sections III and IV of this Agreement and I will be required to return any payment made to me in accordance with the terms of
this Agreement. 


  
 16 









	 	B.	In order to be entitled to the consideration set forth in Sections III and IV hereof, I understand that I must re-execute this Agreement during the
twenty-one (21) calendar day period beginning on the Termination Date. I understand that I may revoke my re-execution for a period of seven (7) calendar days
following my re-execution of this Agreement. To be effective, my revocation must be in writing and delivered to the Company in accordance with Section XV. I understand that if I do not re-execute this Agreement within the twenty-one (21) calendar day period or I revoke my re-execution within the applicable seven (7) calendar-day period, all of the Company’s obligations to me under this Agreement will immediately cease, the Company will not be required to provide the consideration set forth in Sections III and IV
of this Agreement and I will be required to return any payment made to me accruing on or after the Termination Date in accordance with the terms of this Agreement. Neither my not re-executing this Agreement
nor my revocation of my re-execution shall in any way affect my prior release of claims under this Agreement. By my re-execution of this Agreement, the release set forth
in Section V shall be deemed to cover any claims which I have, may have had, or thereafter may have existing or occurring at any time on or before the date on which I re-execute this Agreement. This second
release shall be effective on the eighth day following my re-execution of this Agreement without revocation. 


  
 17 









	XV.	Notices. 

 All notices or communications to be given or delivered under or by
reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally, mailed by certified or registered mail, return receipt requested and postage prepaid, or sent via a nationally
recognized overnight courier, or sent via facsimile to the recipient. Such notices or communications shall be sent to the address indicated below: 

To the Company: 
 Express Scripts
Holding Company 
 One Express Way 

Saint Louis, MO 63121 
 Attention:
Chief Legal Officer 
 To me: To the address on file with the Company. 

 

	XVI.	Severability. 

 If a court of competent jurisdiction finds any provision of this
Agreement to be unenforceable, the remaining provisions will continue to be binding. Such a court shall also have the authority to modify any clause solely in order to render the provision valid to the maximum extent compatible with applicable law.

  

	XVII.	Section 409A. 

 The intent of the Parties is that payments and benefits under
this Agreement comply with Section 409A of the Code (“Section 409A”) to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance
therewith. Notwithstanding anything herein to the contrary: (i) if at the time of my termination of employment with the Company, I am a “specified employee” as defined in Section 409A and the deferral of the commencement of any
payments or benefits, or portions thereof, otherwise payable hereunder as a result of such termination of employment is necessary 

  
 18 








 
in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits, or portions thereof,
hereunder (without any reduction in the total amount of such payments or benefits ultimately paid or provided to me hereunder, and such amount so deferred shall be subsequently paid with interest as set forth in the Employment Agreement) until the
date that is six (6) months following my termination of employment with the Company (or the earliest date as is permitted under Section 409A); (ii) if any other payments of money or other benefits due to me hereunder could cause the
application of an accelerated or additional tax under Section 409A, such payments or other benefits, or portions thereof, shall be deferred if deferral will make such payment or other benefits compliant under Section 409A (without any
reduction in the total amount of such payments or benefits ultimately paid or provided to me hereunder, and such amount so deferred shall be subsequently paid with interest as set forth in the Employment Agreement), or otherwise such payment or
other benefits shall be restructured, to the extent possible, in a manner, determined by the Company that does not cause such an accelerated or additional tax; (iii) to the extent required in order to avoid accelerated taxation and/or tax
penalties under Section 409A, I shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payment shall be due to me under this Agreement until I would be considered to have incurred a
“separation from service” from the Company within the meaning of Section 409A; and (iv) each amount to be paid or benefit to be provided to me pursuant to this Agreement shall be construed as a separate identified payment for
purposes of Section 409A. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to me under this Agreement shall be paid to me on or before the last day of the year following the year in
which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to me) during any one year may not effect amounts reimbursable or provided in any subsequent
year. 

  
 19 









	XVIII.	No Admission. 

 Nothing herein shall be deemed to constitute an admission of
wrongdoing by the Company. Neither this Agreement nor any of its terms shall be used as an admission or introduced as evidence as to any issue of law or fact in any proceeding, suit or action, other than an action to enforce this Agreement. 

 

	XIX.	Counterparts. 

 This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures may be exchanged by facsimile or email. 

 

	XX.	Headings and Captions. 

 The headings and captions used throughout this Agreement
are inserted for convenience only and shall not constitute a part of this Agreement. 
 [Signature Page Follows] 

  
 20 








 I have satisfied myself fully as to the nature of the obligations contained in this Agreement,
have had the opportunity to consult with counsel of my choice, and have signed this Agreement voluntarily and knowingly. 
  

					
	Dated:	  	October 29, 2017	  	 /s/ Eric Slusser

		  		  	Eric Slusser
		  		  	
		  		  	
		  		  	
		  		  	
	Dated:	  	October 30, 2017	  	 /s/ Sara Wade

		  		  	Sara Wade
		  		  	SVP & Chief Human Resources Officer

 Re-Executed: 

 

					
	 Dated:
	 		  	  

		 		  	Eric Slusser








 Schedule A 

Restricted Stock Units 
  

									
	 Grant Date
	  	Units
Granted	 	  	Unvested
Units(1)	 
	 03/08/2017
	  	 	13,556	 	  	 	13,556	 
	 03/09/2016
	  	 	13,176	 	  	 	8,784	 
	 09/09/2015
	  	 	11,960	 	  	 	11,960	 

 Non-Qualified Stock Options 

 

													
	 Grant Date
	  	Total Options
Granted	 	  	Exercisable
Options	 	  	Unvested
Options(1)	 
	 03/08/2017
	  	 	64,975	 	  	 	0	 	  	 	64,975	 
	 03/09/2016
	  	 	67,011	 	  	 	22,337	 	  	 	44,674	 

 Performance Share Units 
  

									
	 Grant Date
	  	Units
Granted	 	  	Unvested
Units(1)	 
	 03/08/2017
	  	 	13,556	 	  	 	13,556	 
	 03/09/2016
	  	 	13,176	 	  	 	13,176	 

  

	(1)	Unvested as of October 26, 2017. 








 Exhibit 1 

Express Scripts Holding Company 
 One Express Way 

St. Louis, MO 63121 
 Board of Directors of Express Scripts
Holding Company 
 One Express Way 
 St. Louis, MO 63121 

Ladies and Gentlemen, 
 I, Eric Slusser, hereby
resign from all positions I hold in Express Scripts Holding Company or any subsidiaries or affiliates thereof, including as a director, officer or member of any committee thereof, effective immediately as of the date set forth below. 

 

	
	Sincerely,
	
	Eric Slusser


 Dated: