Form of Non-Qualified Stock Option Agreements



 Exhibit 10.36 
 [LOGO] 
 CVS CAREMARK CORPORATION 
 NON-QUALIFIED STOCK OPTION AGREEMENT 
 GRANT DATE:
                                 
 1. GRANT OF AWARD. Pursuant to the provisions of the              Incentive
Compensation Plan (the “Plan”) of CVS Caremark Corporation (the “Company”), on the date set forth above (the “Grant Date”), the Company has granted and hereby evidences the grant to the person named
below (the “Optionee”), subject to the terms and conditions set forth or incorporated in this Nonqualified Stock Option Agreement (“Agreement”), the right, and option, to purchase from the Company the aggregate
number of shares of Common Stock ($.01 par value) of the Company (“Shares”) set forth below, at the purchase price indicated below (the “Option”), such Option to be exercised as hereinafter provided. The Plan is
hereby made a part hereof and Optionee agrees to be bound by all the provisions of the Plan. Capitalized terms not otherwise defined herein shall have the meaning assigned to such term(s) in the Plan. Unless otherwise provided in the Plan or in any
employment agreement between the Company and Optionee, the provisions in this Agreement shall govern Optionee’s rights with respect to the vesting and exercise of the Option. The Option is a nonqualified option as defined in the Plan.

  

			
	Optionee:	 	  

	Employee ID:	 	  

	Shares:	 	  

	Option Price:	 	  


 2. TERM OF OPTION. The term of this Option shall be for a period of seven (7) years from the Grant Date, subject to the earlier termination of the Option, as set forth in the Plan and
in this Agreement. 
 3. EXERCISE OF OPTION. 
 (a) The Option, subject to the provisions of the Plan, shall be exercised by submitting a request to exercise to the Company’s stock option administrator, in accordance with the Company’s
current exercise policies and procedures, specifying the number of Shares to be purchased, which number may not be less than one hundred (100) Shares (unless the number of Shares purchased is the total balance which is then exercisable). Unless
the Company, in its discretion, establishes “cashless exercise” procedures and permits Optionee entitled to exercise the Option to utilize such “cashless exercise” procedures, Optionee so exercising all or part of this Option
shall, at the time of exercise, tender to the Company cash or cash equivalent for the aggregate option price of the Shares Optionee has elected to purchase or certificates for Shares of Common Stock of the Company owned by Optionee for at least six
(6) months with a fair market value at least equal to the aggregate option price of the Shares Optionee has elected to purchase, or a combination of the foregoing. 
 (b) Prior to its expiration or termination, and except as otherwise provided herein, the Option may be exercised by Optionee, so long as Optionee has maintained continuous employment with the Company or a
subsidiary of the Company immediately following the Grant Date, within the following time limitations: 
 [VESTING SCHEDULE]

 4. TAXES. If, upon the exercise of an Option, there shall be payable by the Company any amount for tax withholding, the Company
shall have the right to require Optionee to pay the amount of such taxes immediately, upon notification from the Company, before a certificate for the Shares purchased is delivered to Optionee pursuant to such Option. Furthermore, the Company may
elect to deduct such taxes from any other amounts then payable to Optionee in cash or in Shares or from any other amounts payable any time thereafter to Optionee. 
 5. TRANSFERABILITY. The Option may be transferred to and may thereafter be exercised by one or more members of Optionee’s immediate family, by a trust established by Optionee for the
benefit of one or

  

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more members of Optionee’s immediate family, or by a partnership or company of which the only owners are members of Optionee’s immediate family (the “Transferee(s)”);
provided, that no portion of the Option may be transferred until such time as it becomes exercisable pursuant to Section 3b. hereof, and further provided that no more than fifty percent (50%) of the exercisable Option may be
transferred by Optionee. An “immediate family member” shall mean Optionee’s spouse, parents, children, grandchildren and the spouses of such parents, children and grandchildren. Transferee will be subject to all terms and conditions
applicable to Option prior to its transfer. Transferee may not again transfer said Option. 
 (a) In order to transfer this
Option, Optionee must notify the Company in the form of a “Notice of Transfer of Nonqualified Stock Option” (which form may be obtained from the Company’s Legal Department) of such transfer and include the name, address and social
security number of Transferee, as well as the relationship of Transferee to Optionee. 
 6. FORFEITURE OF OPTION UPON TERMINATION OF
EMPLOYMENT. Unless otherwise provided for in the Plan or in this Agreement, the Option, to the extent not yet exercised, shall be forfeited immediately upon Optionee’s termination of employment with the Company or any of its
subsidiaries. 
 7. TERMINATION OF OPTIONEE’S EMPLOYMENT WITHOUT CAUSE AND WITH SEVERANCE PAY. In the
event that Optionee’s employment is terminated without cause by the Company or one of its subsidiaries and Optionee receives severance pay following Optionee’s employment, vesting of the Option shall continue through the end of the
severance period and any vested Options shall be exercisable at any time during the severance period and on or before the ninetieth (90th) day following the last day of the severance period, as long as no government regulations or rules are violated
by such continued vesting or exercise period; provided, however, that no option will be exercisable beyond its original option term. The Management Planning and Development Committee of the Board of Directors (the “Committee”) shall have
the authority, in its sole discretion, to make any interpretations, determinations, and/or take any administrative actions with respect to whether any post-termination payments to an Optionee shall be deemed severance pay, the duration of any
severance period, and/or whether a termination was without cause. 
 8. RETIREMENT OF OPTIONEE. A “Qualified Retiree”
(defined below) may exercise a vested Option, to the extent that Optionee shall be entitled to do so as of Optionee’s retirement date, at any time within two (2) years after Optionee’s Retirement Date, but not beyond the original term
of the Option. A “Qualified Retiree” shall be an Optionee who (a) voluntarily terminates his or her employment with, or is terminated without cause by the Company or one of its subsidiaries and (b) has attained the age of
fifty-five (55) and have at least ten (10) years of continuous service, or attained the age of sixty (60) with at least five (5) years of continuous service on his or her last date of employment (the “Retirement Date”).
Options unvested at the Retirement Date are forfeited. The Committee shall have the authority in its sole discretion to make any interpretations, determinations, and/or take any administrative actions with respect to whether Optionee shall be deemed
a Qualified Retiree. 
 9. DISABILITY OF OPTIONEE. In the event Optionee ceases to be employed by the Company, or any subsidiary
of the Company, by reason of total and permanent disability (as defined in the Company’s Long-Term Disability Plan, or, if not defined in such Plan, as defined by the Social Security Administration), the Options shall vest on a pro rata basis
as follows: the total number of Options vested as of the Termination Date, including Options previously vested, shall be equal to the number of Options granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be
the whole number of months elapsed since the Grant Date and (B) the denominator shall be [THE TOTAL NUMBER OF MONTHS IN THE VESTING SCHEDULE]. For purposes of this calculation, the number of months in the numerator in sub-section (A) above
shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the Termination Date is eight months and five days, the numerator in sub-section (A) above shall be
nine. 
 (a) The vested Option may be exercised at any time within one (1) year of Optionee’s
Termination Date but not beyond the original term of the Option. 
 10. DEATH OF OPTIONEE. In the event of Optionee’s death
while Optionee is employed by the Company or a subsidiary of the Company, all unvested Options shall immediately vest and the Option shall

  

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remain exercisable for a period of one (1) year of Optionee’s death, or prior to the Option expiration date, whichever occurs first, by Optionee’s executor, administrator, personal
representative or any person or persons who acquired the Option directly from Optionee by bequest or inheritance. At the end of said one-year time period, all rights with respect to any Option that is unexercised shall terminate and the unexercised
Option shall be cancelled. 
 11. ACCEPTANCE OF AWARD. The Option may not be exercised unless and until the Company has received
acceptance by Optionee of the terms and conditions set forth herein. Acceptance may be submitted either electronically, if available, or in writing. 
 12. NOTICE. Any notice required to be given hereunder to the Company shall be addressed to the Company, attention Senior Vice President - Human Resources, One CVS Drive, Woonsocket, RI 02895, and any notice required to be
given hereunder to Optionee shall be addressed to Optionee at his or her address as shown on the records of the Company, subject to the right of either party hereafter to designate in writing to the other some other address. 
 13. RECOUPMENT OF OPTION AWARDS DUE TO FINANCIAL FRAUD OR MISCONDUCT. 
 Any portion of the Option that has not vested or been exercised shall be forfeited and cancelled, and Optionee shall immediately repay to the Company the value of any pre-tax economic benefit that
Optionee derived from the Option, if the Board determines that financial fraud or misconduct has occurred in a manner which subjects Optionee to recoupment under the Company’s recoupment policy, as in effect from time to time. The portion of
the Option to be cancelled and the amount to be repaid by Optionee shall be the portion and amount necessary to disgorge the value enjoyed or realized by Optionee from the Option and the underlying Shares, as determined by the Board, or a portion of
such value as may be determined by the Board in its sole discretion. In making its determinations under this paragraph, the Board may, by way of example only, (i) with respect to any portion of the Option which has been exercised and as to
which beneficial ownership of the Shares obtained on exercise has not been transferred by Optionee as of the date the repayment obligation arises, require Optionee to repay to the Company an amount equal to the Fair Market Value of such Shares as of
the date of such repayment, less the exercise price paid by Optionee to acquire such Shares; and (ii) with respect to any portion of the Option which has been exercised and as to which beneficial ownership of the Shares obtained on exercise has
been transferred by Optionee as of the date the repayment obligation arises, require Optionee to repay to the Company an amount equal to the Fair Market Value of such Shares as of the date such Shares were transferred by Optionee, less the exercise
price paid by Optionee to acquire such Shares. In each case the amount to be repaid by Optionee shall also include any dividends (including any economic benefit thereof) or distributions received by Optionee with respect to any Option Shares and, in
calculating the value to be repaid, adjustments may be made for stock splits or other capital changes or corporate transactions, as determined by the Board. If Optionee fails to repay the required value immediately upon request by the Board, the
Company may seek reimbursement of such value from Optionee by reducing salary or any other payments that may be due to Optionee, to the extent legally permissible, and/or through initiating a legal action to recover the such amount, which recovery
shall include any reasonable attorneys fees incurred by the Company in bringing such action. 
 14. GOVERNING LAW. This
Nonqualified Stock Option Agreement and the Option evidenced hereby shall be governed by the laws of the State of Rhode Island, without giving effect to principles of conflict of laws. 
  

			
	BY:	 	  

		 	[NAME]
		 	[TITLE]
		 	CVS Caremark Corporation
		
	Accepted By:	 	  

		 	[OPTIONEE NAME]
		
		 	  

		 	Date

  

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