2010 - 2012 Long Term Incentive Plan



 Exhibit 10.36 

 

 

 2010 – 2012 LONG-TERM INCENTIVE PLAN 

PRESIDENT, PHARMACY BENEFIT MANAGEMENT 
  

	1.	Purpose  

 The purpose of the CVS
Caremark (the “Company”) 2010 – 2012 Pharmacy Benefit Management Long-Term Incentive Plan, (the “PBM LTI Plan” or the “Plan”), is to motivate the Executive to achieve the 2010 – 2011 and 2011 – 2012
Earnings before Interest and Taxes Compound Annual Growth Rate (“EBIT CAGR”) goals for the Pharmacy Benefit Management (“PBM”) business unit, which have been approved by the Management Planning and Development Committee (the
“Committee”) of the Board of Directors (the “Board”). Funding of incentive awards will be based on actual results measured against pre-established financial goals. 

 

	2.	Administration 

 The Plan shall be
administered by the Committee of the Board under the provisions of the 2010 Incentive Compensation Plan (the “2010 ICP”). The Committee shall have full and final authority, in each case subject to and consistent with the provisions of the
2010 ICP, to grant Awards, and determine the amount, terms and conditions and all other matters relating to Awards. In addition, the Committee shall have full and final authority, in each case, subject to and consistent with the provisions of the
2010 ICP to construe and interpret rules and regulations for the administration of the Plan, correct defects, supply omissions or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem
necessary or advisable for the administration of the Plan. 
 Capitalized terms not otherwise defined herein shall have the meaning assigned to
such term(s) in the 2010 ICP. 
  

	3.	Eligibility  

 The President,
Caremark Pharmacy Services (a “162(m) Eligible Person” or an “Eligible Person”) shall be eligible to receive an award under the PBM LTI Plan. Only the Committee has the authority to determine the eligibility of employees who are
subject to Section 162(m) of the Internal Revenue Code (“Section 162(m)”) or who have been identified by the Committee as individuals who may be subject to Section 162(m) (collectively, “162(m) Eligible Persons” and
each of whom shall also be include in the term “Eligible Persons” unless otherwise noted). 
 Eligibility for a Plan award is
contingent upon the Eligible Person being employed by the Company on the last day of the Performance Period. The Committee may, for any reason and in its sole discretion, at any time prior to the end of the Performance Period, determine the Eligible
Person’s eligibility for participation in the Plan. The Eligible Person is subject to the terms and conditions relating to incentive awards set forth in this Plan Document. 
 A 162(m) Eligible Person shall be subject to the limitations required to comply with the provisions of Section 162(m). Subject to the requirements of Section 162(m), the Committee shall retain
sole discretion to determine a 162(m) Eligible Person’s eligibility for an award, the target award and the amount of the actual award. In no event shall a 162(m) Eligible Person’s award exceed the amount permitted by Section 162(m).

  

	4.	Performance Period 


  
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 The PBM LTI Plan shall consist of two Performance Periods, each measured by the achievement of the PBM EBIT
CAGR against pre-established goals. The first Performance Period shall commence January 1, 2010 and shall end on December 31, 2011. The second Performance Period shall commence January 1, 2011 and shall end on December 31, 2012.

  

	5.	Awards 

 (A) The target Award
opportunity for each Performance Period shall be $1,500,000. 
 (B) An Award is considered “earned” when such Award has been approved
by the Committee (an “Earned Award”). Generally, an Award cannot be “earned” until the completion of the Performance Period for which such Award is granted. 

 

	 	(i)	No portion of the Award shall be earned if actual performance is less than 81.5% of the target EBIT CAGR for the applicable Performance Period.


  

	 	(ii)	At 100% of the target EBIT CAGR, 100% of the target Award for the applicable Performance Period will be earned. 


 

	 	(iii)	At 124.1% of the target EBIT CAGR, 200% of the target Award for the applicable Performance Period will be earned. 


 

	 	(iv)	Pro rating of actual performance results and payouts will be done on a straight-line basis. 

 (C) Settlement of Earned Awards. At the end of the Performance Period, the Earned Award that shall be distributed to the President, Caremark Pharmacy Services will be distributed equally in cash
and in shares of CVS Caremark common stock (the “Shares”). 
  

	 	(i)	Any Earned Award will be granted to the Eligible Person on or before March 15 of the year following the end of the applicable Performance Period.


  

	 	(ii)	Any Shares to be issued in connection with an Earned Award shall be issued pursuant to the 2010 ICP. The stock portion of the Earned Award will equal the number of
Shares multiplied by the Fair Market Value (the “FMV”) (the closing price) of CVS Caremark stock on the date the Award is approved by the Committee. 


 

	 	a.	Any Shares awarded to the Eligible Person in connection with an Earned Award must be held by him until the completion of his Employment Term as such term is defined in
his Employment Agreement dated January 1, 2010 (the “Employment Agreement”). 

  

	 	(iii)	Subject to an Eligible Person’s prior election to defer any or all of the Earned Award pursuant to Section 7, the cash portion of Earned Award will be paid to
the Eligible Person as soon as practicable after the Earned Award is approved by the Committee. The stock portion of the Earned Award will be settled through the issuance to the Eligible Person of a certificate for Shares. 


  
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	6.	Calculation of PBM EBIT CAGR 

 EBIT
CAGR will be calculated based on actual financial performance, as reported in accordance with GAAP, used solely for the calculation of incentive payments, as adjusted based on Permitted Financial Adjustments approved by the Committee. 

 

	7.	Deferral Elections 

 In accordance
with the rules promulgated by the Committee, an Eligible Person may elect to defer any or all of such Earned Award. 
  

	8.	Termination of Employment 

 In the
event the Eligible Person ceases to be employed by the Company, or any subsidiary of the Company, prior to the completion of the Performance Period, if the Eligible Person is or will be a covered officer in the Company’s proxy statement for
2011 or 2012 and the circumstances under which the Eligible Person’s termination occurs are not specifically outlined below, the payment of such Earned Award will be determined and administered, at the sole discretion of the Committee, in
accordance with Section 162(m) in order to preserve the Company’s ability to deduct performance-based compensation. 
 (A) In the
event the Eligible Person ceases to be employed by the Company, or any subsidiary of the Company, prior to the completion of the Performance Period, due to the Eligible Person’s Resignation, or the termination of the Eligible Person by the
Company for Cause, as Resignation and Cause are each defined in Eligible Person’s Employment Agreement, any Award granted but not yet earned for the Performance Period shall be forfeited. 

(B) In the event the Eligible Person ceases to be employed by the Company, or any subsidiary of the Company, prior to the completion of the Performance
Period, by reason of death, any Award not yet earned in accordance with Section 5 shall be pro rated pursuant to Paragraph 8 (E) below. 
 (C) In the event the Eligible Person ceases to be actively employed by the Company, or any subsidiary of the Company, prior to the completion of the Performance Period due to the Eligible Person becoming
totally and permanently disabled (as defined in the Company’s Long-Term Disability Plan, or, if not defined in such plan, as defined by the Social Security Administration) while actively employed by Company or a subsidiary of the Company, and
Award granted but not yet earned for the Performance Period shall be pro rated pursuant to Paragraph 8 (E) below. 
 (D) In the event the
Eligible Person ceases to be employed by the Company, or any subsidiary of the Company, due to a Termination by the Company without Cause (as defined above in Paragraph 8 (A) or a “Termination by the Executive for Good Reason” (as
defined in his Employment Agreement), any Award granted but not yet earned for the Performance Period shall be pro rated pursuant to Paragraph 8 (E) below. 
 (E) Pro Rating. 
  

	 	(i)	 If the Eligible Person ceases to be employed by the Company, or any subsidiary of the Company, in accordance with Paragraph 8 (B), (C) or
(D) above and the Award approved by the Committee is to be pro rated the Earned Award to be paid to the Eligible Person will be calculated based on the Eligible Person’s target award in the case of Paragraph 8(B) and (C) and in the
case of Paragraph 8(D) based on the Company’s actual performance  



  
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during the applicable Performance Period and in each case then multiplied by the following fraction: (a) the numerator shall be the number of whole months elapsed since the beginning of the
Performance Period and (b) the denominator shall be 24. For purposes of this calculation, the number of months in the numerator in sub-section (a) shall include any partial month in which the Eligible Person has worked.



  

	 	(ii)	Any payment to an Eligible Person under Paragraph 8(B) and (C) shall be made at the time of such death or disability, as the case may be, and any payment made
under Paragraph 8(D) will be made after actual performance has been certified by the Committee. 

  

	9.	Tax Withholding 

 The Company will
withhold from the Eligible Person’s Earned Award, subject to the Eligible Person’s election to defer all or a portion of the Earned Award, all required federal, state and local payroll taxes, including Medicare taxes. If the Eligible
Person’s Social Security wages have not reached the Social Security maximum taxable wage base at the time the Earned Award is paid or Shares are delivered, Social Security taxes will also be withheld from the Award. 

If the Eligible Person elects to defer an Earned Award, the Company may require the Eligible Person to remit to the Company in advance of the actual
deferral of such Earned Award, the required FICA withholding taxes, including Social Security and Medicare taxes, in order to ensure compliance with the Sarbanes-Oxley Act of 2002. 
 Except as may be elected by the Eligible Person, at the Settlement Date for any Shares, the number of Shares to be delivered by the Company to the Eligible Person shall be reduced by the smallest number
of Shares having a FMV at least equal to the dollar amount of federal, state or local tax withholding required to be withheld by the Company with respect to such Shares on the Settlement Date. In lieu of having the number of Shares delivered
reduced, the Eligible Person may elect to pay the Company by personal check or by such other means satisfactory to the Company for any amounts required to be withheld by the Company in connection with the settlement of the Shares. 

 

	10.	Change in Control of the Company 


Upon the occurrence of a change in control of the Company, as defined in Section 10(c) of the 2010 ICP (a “Change in Control”), the
performance criteria for any the Performance Period shall be deemed to have been fully satisfied and all outstanding Awards under the PBM LTI Plan shall be come immediately nonforfeitable. The Eligible Person shall receive the Target Award for the
Performance Period to be paid as soon as administratively possible, subject to the applicable Plan provisions and federal regulations governing payment of such Award(s), including but not limited to the Eligible Person’s deferral elections, and
Sections 162(m), 4999 and 409A of the Internal Revenue Code (“Code”). 
  

	11.	Recoupment of Awards Due to Fraud or Financial Misconduct 

 The provisions of this Section 11 shall apply to each Award. If the Board determines that fraud or financial misconduct has occurred in a manner that subjects the Eligible Person to recoupment of any
Earned Award under the Company’s Recoupment Policy, as in effect from time to time, the Eligible Person shall immediately repay to the Company (a) the entire cash portion of the Earned Award that is subject to recoupment, or a portion
thereof as determined by the Board (the “Cash Recoupment Amount”), and (b) the value, or a portion 

  
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thereof as determined by the Board, of any pre-tax economic benefit that the Eligible Person derived from any Shares issued in connection with an Earned Award that is subject to recoupment (the
“Share Recoupment Value”). 
 Eligible Person shall immediately repay to the Company the value of any pre-tax economic benefit that
Eligible Person derived from such RSUs, if the Board determines that financial or operational results used to determine the award were meaningfully altered based on fraud or material financial misconduct in a manner which subjects Eligible Person to
recoupment under the Company’s Recoupment Policy, as in effect from time to time. The amount to be repaid by Eligible Person shall be the amount necessary to disgorge the value enjoyed or realized by Eligible Person from the RSUs 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 Shares which have been transferred to Eligible Person in settlement of the RSUs and which are beneficially owned by Eligible Person as of a date the repayment obligation arises, require Eligible Person to repay to the Company the FMV of such
Shares as of the date of such repayment and/or (ii) with respect to any Shares which were transferred to Eligible Person in settlement of the RSUs and as to which beneficial ownership has been transferred by Eligible Person as of the date a
repayment obligation arises, require Eligible Person to repay to the Company the FMV of such Shares as of the date such Shares were transferred by Eligible Person. In each case the amount to be repaid by Eligible Person shall also include any
dividends (including any economic benefit thereof) or distributions received by Eligible Person with respect to any RSU 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 Eligible Person has deferred payment of any portion of the amounts relating to an RSU that are
subject to repayment hereunder, the amount of Eligible Person’s deferred stock compensation accrual shall be reduced by the amount subject to repayment, plus all Company matching amounts and earnings on such amount. If Eligible Person fails to
repay the required value immediately upon request by the Board, the Company may seek reimbursement of such value from Eligible Person by reducing salary or any other payments that may be due to Eligible Person, to the extent legally permissible,
and/or through initiating a legal action to recover such amount, which recovery shall include any reasonable attorneys fees incurred by the Company in bringing such action. 
 If the Eligible Person has deferred payment of any portion of the Cash Recoupment Amount, the amount of the Eligible Person’s deferred compensation accrual shall be reduced by the amount subject to
repayment, plus all Company matching amounts and earnings on such amount. If the Eligible Person has deferred receipt of any portion of the Shares that are subject to repayment hereunder, the amount of the Eligible Person’s deferred stock
compensation accrual shall be reduced by the amount subject to repayment, plus all Company matching amounts and earnings on such amount. 
 If
the Eligible Person fails to repay the required Cash Recoupment Amount and/or the Share Recoupment Value immediately upon request by the Board, the Company may seek reimbursement of such amounts from the Eligible Person by reducing salary or any
other payments that may be due to the Eligible Person, to the extent legally permissible, and/or through initiating a legal action to recover such amount, which recovery shall include any reasonable attorneys fees incurred by the Company in bringing
such action. 

  
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	12.	Miscellaneous 

 (A) Not a
Contract of Employment. The adoption and maintenance of the PBM LTI Plan shall not be deemed to be a contract of between the Company and an Eligible Person and shall not be consideration for the employment of an Eligible Person. Nothing
contained herein shall be deemed to give the Eligible Person the right to be retained in the employ of the Company or to restrict the right of the Company to discharge an Eligible Person at any time nor shall the PBM LTI Plan be deemed to give the
Company the right to require an Eligible Person to remain in the employ of the Company or to restrict an Eligible Person’s right to terminate their employment at any time. 
 (B) Non-Assignability of Benefits. No Eligible Person, Beneficiary or distributee of benefits under the PBM LTI Plan shall have any power or right to transfer, assign, anticipate, hypothecate or
otherwise encumber any part or all of the amounts payable hereunder, which are expressly declared to be unassignable and nontransferable. Any such attempted assignment or transfer shall be void. No amount payable hereunder shall, prior to actual
payment hereof, be subject to seizure by any creditor or any such Eligible Person, Beneficiary or other distributee for the payment of any debt judgment or other obligation, by a proceeding at law or in equity, nor transferable by operation of law
in the event of the bankruptcy, insolvency or death of such Eligible Person, Beneficiary or other distributes hereunder. 
 (C) Amendment and
Termination. The Board may amend, alter, suspend, discontinue or terminate the PBM LTI Plan or the Committee’s authority to grant Awards under the PBM LTI Plan without the consent of Eligible Persons, except that without the consent of an
affected Eligible Person, no such Board action may materially and adversely affect the rights of such Eligible Person under any previously granted and outstanding Awards. The Committee may waive any conditions or rights under, or amend, alter,
suspend, discontinue or terminate any Award(s) previously granted, except as otherwise provided in the PBM LTI Plan, provided that, without the consent of the affected Eligible Person, no such Committee action may materially and adversely affect the
rights of such Eligible Person under such Award(s). 
 (D) Compliance with Legal and Other Requirements. Notwithstanding any PBM LTI Plan
provision to the contrary, the Committee may at any time impose such restrictions on the PBM LTI Plan and participation therein as the Committee may deem advisable from time to time in order to comply with or preserve compliance with any applicable
laws, including any applicable federal and state securities laws and exemptions from registrations thereunder. 
 Further, to the extent it
would not violate an applicable provision of Section 409A of the Code the Company may, to the extent deemed necessary or advisable by the Committee, postpone the issuance or delivery of CVS Caremark stock or payment of other benefits under any
Earned Award until completion of such registration or qualification of such stock or other required action under any federal or state law, rule or regulation, listing or other required action with respect to any stock exchange or automated quotation
system upon which such stock are listed or quoted, or compliance with any other obligation of the Company, as the Committee may consider appropriate, and may require any Eligible Person to make such representations, furnish such information and
comply with or be subject to such other conditions as it may consider appropriate in connection with the issuance or delivery of stock or payment of other benefits in compliance with applicable laws, rules and regulations, listing requirements, or
other obligations. The foregoing notwithstanding, in connection with a Change in Control, the Company shall take or cause to be taken no action, and shall undertake or permit to arise no legal or contractual obligation, that results


  
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or would result in any postponement of the issuance or delivery of stock or payment of benefits under any award or the imposition of any other conditions on such issuance, delivery or payment, to
the extent that such postponement or other condition would represent a greater burden on an Eligible Person than existed on the 90th day preceding the Change in Control. 
 (E) Section 409A. The company intends that this PBM LTI Plan not violate any applicable provision of, or result in any additional tax or penalty under, Section 409A of the Internal
Revenue Code of 1986 (the “Code”), as amended, and that to the extent any provisions of the PBM LTI Plan do not comply with Code Section 409A the Company will make such changes in order to comply with Code Section 409A. In all
events, the provisions of CVS Caremark Corporation’s Universal Definitions Document are hereby incorporated by this reference and to the extent required to avoid a violation of the applicable rules under all Section 409A by reason of
Section 409A(a)(2)(B)(i) of the Code, payment of any amounts subject to Section 409A of the Code shall be delayed until the relevant date of payment that will result in compliance with the rules of Section 409A(a)(2)(B)(i) of the
Code. 
 (F) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, stock, or other property),
re-capitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the stock such that an adjustment
is appropriate under the PBM LTI Plan, then the Committee shall, in such manner as it may deem equitable, adjust the number and kind of Shares of stock subject to or deliverable in respect of outstanding Awards. 

(G) Limitation on Rights Conferred by Awards Granted under the PBM LTI Plan. Neither the PBM LTI Plan nor any action taken under the PBM LTI Plan
shall be construed as conferring on an Eligible Person any of the rights of a shareholder of CVS Caremark until the Eligible Person is duly issued or transferred Shares in accordance with the terms of an Earned Award. 

(H) Unfunded Status of Awards; Creation of Trusts. The PBM LTI Plan is intended to constitute an “unfunded” plan for incentive and
deferred compensation. With respect to any payments not yet made to an Eligible Person or obligation to deliver stock pursuant to an Award, nothing contained in any Award shall give any such Eligible Person any rights that are greater than those of
a general creditor of CVS Caremark, provided that the Committee may authorize the creation of trusts and deposit therein cash, stock, other awards or other property, or make other arrangements to meet CVS Caremark’s obligations under the PBM
LTI Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Eligible Person. 

 

	13.	Governing Law 

 The validity, construction
and effect of the PBM LTI Plan, and any rules and regulations under the PBM LTI Plan shall be determined in accordance with the Rhode Island law, without giving effect to principles of conflicts of laws, and applicable federal law. 

  
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