**Exhibit 10.25**

 

AMENDMENT 

TO

CAREMARK RX, INC. 1994 STOCK INCENTIVE PLAN 

EFFECTIVE NOVEMBER 15, 2000 

 

The Caremark Rx, Inc. 1994 Stock Incentive Plan (the “Plan”) is hereby amended as follows: 

 

1. Amendments Regarding Transferability of Options. Section 7(e)(iii) of the Plan is hereby deleted in its entirety. 

 

Section 9(k)(2) of the Plan is hereby amended by deletingSection 9(k)(2) in its entirety and substituting the following new Section 9(k)(2) therefor: 

 

(2) Nonqualified Stock Options. No Nonqualified Stock Option granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated orhypothecated, other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent not prohibited by any statute, rule or regulation applicable to the Plan, the Nonqualified Stock Options or the registrationwith the Securities and Exchange Commission of the Common Stock to be issued upon exercise of the Nonqualified Stock Options, the Committee may, in its discretion, authorize all or a portion of Nonqualified Stock Options granted to an EligibleEmployee to be on terms which permit transfer by such Eligible Employee to (i) the spouse, children or grandchildren of the Eligible Employee (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of suchImmediate Family Members, or (iii) a partnership in which such Immediate Family Members are the only partners, provided that (x) the Stock Option Agreement pursuant to which such Nonqualified Stock Options are granted must be approved bythe Committee, and must expressly provide for transferability in a manner consistent with this Section; and (y) subsequent transfers of transferred Nonqualified Stock Options shall be prohibited except those by will or the laws of descent anddistribution. Following transfer, any such Nonqualified Stock Options 

 

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shall continue to be subject to the same terms and conditions as were applicable immediately prior totransfer, provided that for purposes of this Plan, the term “Eligible Employee” shall be deemed to refer to the transferee. The events of termination of employment shall continue to be applied with respect to the original Eligible Employeefollowing which the Nonqualified Stock Options shall be exercisable by the transferee only to the extent, and for the periods specified in Section 7(c). Notwithstanding the foregoing, should the Committee provide that Options granted betransferable, the Company by such action incurs no obligation to notify or otherwise provide notice to a transferee of early termination of the Option. In the event of a transfer, as set forth above, the original Eligible Employee is and will remainsubject to and responsible for any applicable withholding taxes upon the exercise of such Options. 

 

2. Effective Date. The effective date of this Amendment shall be November 15, 2000. 

 

3. Miscellaneous. 

 

(a) Capitalized terms not otherwise defined herein shall have the meanings given them in the Plan. 

 

(b) Except as specifically amended hereby, the Plan shall remain in fullforce and effect. 

 

IN WITNESS WHEREOF, the Company has causedthis Amendment to the Caremark Rx, Inc. 1994 Stock Incentive Plan to be executed as of the Effective Date. 

 

CAREMARK RX, INC.

Sara J. Finley, Corporate Secretary

 

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