EX-10.2 3 a03312025ex102.htm EX-10.2
Exhibit 10.2
CVS HEALTH CORPORATION
Change in Control Agreement for
J. David Joyner
Confidential
Revised 2020
Page
1.
Definitions
1
2.
Term of Agreement
4
3.
Entitlement to Severance Benefit
5
4.
Confidentiality; Cooperation with Regard to Litigation; Non-disparagement
7
5.
Non-solicitation
8
6.
Remedies
8
7.
Effect of Agreement on Other Benefits
9
8.
Not an Employment Agreement
9
9.
Resolution of Disputes
9
10.
Assignability; Binding Nature
9
11.
Representation
9
12.
Amendment or Waiver; Section 409A
9
13.
Severability
10
14.
Survivorship
10
15.
Beneficiaries/References
10
16.
Governing Law/Jurisdiction
10
17.
Notices
10
18.
Headings
11
19.
Counterparts
11
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This Change in Control Agreement ("Agreement") is made and entered into as of the date
set forth on the signature page hereto, between CVS Pharmacy, Inc., a wholly owned subsidiary of CVS
Health Corporation and
J. David Joyner
(the "Executive").
WHEREAS, the Board of Directors (the "Board") of CVS Health Corporation ("CVS" or
the “Company”) believes it is necessary and desirable for the Company to be able to rely upon Executive
to continue serving in Executive’s position with the Company in the event of a pending or actual change
in control of CVS;
WHEREAS, Executive is employed by CVS Pharmacy, Inc., a Subsidiary of CVS, and this
Agreement shall not alter Executive's status as an employee at will;
NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein and for other good and valuable consideration, the receipt of which is mutually acknowledged,
CVS and the Executive (individually a "Party" and together the "Parties”) agree as follows:
1.Definitions.
a."Base Salary" shall mean Executive's annual rate of base salary at the time of Executive’s termination of
employment or, if greater, as in effect immediately prior to a Change in Control.
b."Cause" shall exist if:
i.Executive willfully and materially breaches Sections 4 or 5 of this Agreement;
ii.Executive is convicted of a felony involving moral turpitude; or
iii.Executive engages in conduct that constitutes willful gross neglect or willful gross misconduct in carrying out
Executive’s duties under this Agreement, resulting, in either case, in material harm to the financial
condition or reputation of the Company.
For purposes of this Agreement, an act or failure to act on Executive's part shall be considered "willful"
if it was done or omitted to be done by Executive not in good faith, and shall not include any act or
failure to act resulting from any incapacity of Executive. A termination for Cause shall not take effect
absent compliance with the provisions of this paragraph. Executive shall be given written notice by the
Company of its intention to terminate Executive’s employment for Cause, such notice (A)
to state in
detail the particular act or acts or failure or failures to act that constitute the grounds on which the
proposed termination for Cause is based and (B)
to be given within 90 days of the Company's learning
of such act or acts or failure or failures to act. Executive shall have 20 days
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after the date that such written notice has been given to Executive in which to cure such conduct, to
extent such cure is possible. If Executive fails to cure such conduct, Executive shall then be entitled to
a hearing before the Committee, or an officer or officers designated by the Committee, at which
Executive is entitled to appear. Such hearing shall be held within 25 days of such notice to Executive,
provided Executive requests such hearing within 10 days of the written notice from the Company of the
intention to terminate Executive for Cause. If, within five days following such hearing, Executive is
furnished written notice by the Committee confirming that, in its judgment, grounds for Cause on the
basis of the original notice exist, Executive shall thereupon be terminated for Cause. Executive's right
to cure in accordance with this provision applies only in the event of a Change in Control as defined in
Section 1(c) below and does not alter Executive's "at will" employment status.
c.A “Change in Control” shall be deemed to have occurred if:
(i)any Person (other than (a) the Company, (b) any trustee or other fiduciary holding securities under any
employee benefit plan of the Company, (c) any company owned, directly or indirectly, by the
stockholders of the Company immediately after the occurrence with respect to which the evaluation is
being made in substantially the same proportions as their ownership of the common stock of the
Company immediately prior to such occurrence or (d) any surviving or resulting entity from a merger
or consolidation referred to in clause (iii) below that does not constitute a Change of Control under
clause (iii) below) becomes the Beneficial Owner (except that a Person shall be deemed to be the
Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement
or arrangement or upon exercise of conversion rights, warrants or options or otherwise, without regard
to the sixty day period referred to in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company or of any subsidiary owning directly or indirectly all or substantially all of
the consolidated assets of the Company (a "Significant Subsidiary"), representing 30% or more of the
combined voting power of the Company's or such Significant Subsidiary's then outstanding securities;
(ii)during any period of twelve (12) consecutive months, individuals who at the beginning of such period
constitute the Board, and any new director whose election by the Board or nomination for election by
the Company's stockholders was
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approved by a vote of at least a majority of the directors then still in office who either were directors at
the beginning of the twelve (12) month period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority of the Board;
(iii)the consummation of a merger or consolidation of the Company or any Significant Subsidiary with any other
entity, other than a merger or consolidation which would result in the voting securities of the Company
or a Significant Subsidiary outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving or resulting entity)
more than 50% of the combined voting power of the surviving or resulting entity outstanding
immediately after such merger or consolidation; or
(iv)the consummation of a transaction (or series of transactions within a 12 month period) which constitutes the
sale or disposition of all or substantially all of the consolidated assets of the Company but in no event
assets having a gross fair market value of less than 40% of the total gross fair market value of all of the
consolidated assets of the Company (other than such a sale or disposition immediately after which such
assets will be owned directly or indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of the common stock of the Company immediately prior to such sale or
disposition).
For purposes of this definition:
(A)The term "Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange
Act (including any successor to such Rule).
(B)The term "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any
successor act thereto.
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(C)The term "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and
used in Sections 13(d) and 14(d) thereof, including "group" as defined in Section 13(d) thereof.
d."Committee" shall mean the Management Planning and Development Committee of the Board, or the
corresponding committee of the board of directors of a successor to CVS.
e."Company" shall mean, collectively, CVS and any Subsidiary or affiliate of CVS.
f."Confidential Information" shall have the meaning set forth in Section 4 below.
g."Constructive Termination Without Cause" shall mean a termination of the Executive's employment at
Executive’s initiative following the occurrence, without the Executive's written consent, of one or more
of the following events (except as a result of a prior termination):
i.an assignment of any duties to Executive that is materially inconsistent with Executive’s status as a member of
the senior management of CVS;
ii.a material decrease in Executive's annual base salary or target annual incentive award opportunity;
iii.any failure to secure the agreement of any successor to CVS to fully assume the Company’s material
obligations under this Agreement; or
iv.a relocation of Executive's principal place of employment more than 35 miles from Executive’s place of
employment before such relocation.
In all cases, no Constructive Termination Without Cause shall be deemed to have occurred unless (a)
the Executive provides written notice to the Company that an event described in subsections i. through
iv. has occurred, and such notice identifies such event and is provided within 30 days of the initial
occurrence of such event, (b) a cure period of 45 days following the Company’s receipt of such notice
expires and the Company has not cured such event within such cure period and (c) the Executive
actually terminates his/her employment within 30 days of the expiration of the cure period.
h."Disability" shall mean disability as that term is defined in the Company's Long- Term Disability Plan.
i."Effective Date" shall have the meaning set forth in Section 2 below.
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j."Original Term" shall have the meaning set forth in Section 2 below.
k."Renewal Term" shall have the meaning set forth in Section 2 below.
l."Severance Period" shall mean the period of 18 months following the termination of Executive's employment
with the Company.
m."Subsidiary" shall have the meaning set forth in Section 4 below.
n."Term" shall have the meaning set forth in Section 2 below.
o.“termination of employment”, “employment is terminated” and other similar words shall mean with respect
to Executive
(i)for any plan or arrangement that is subject to the rules of Section 409A of the Internal Revenue Code
(the “Code”) a “Separation from Service” as such term is defined in the Income Tax Regulations under
Section 409A (the “409A Regulations”) of the Code as modified by the rules described below:
(A)except in the case where Executive is on a bona fide leave of absence pursuant to the Company’s policies as
provided below, Executive is deemed to have incurred a Separation from Service on a date if the
company and Executive reasonably anticipate that the level of services to be performed by Executive
after such date would be permanently reduced to 20% or less of the average services rendered by
Executive during the immediately preceding 36-month period (or the total period of employment, if less
than 36 months), disregarding periods during which Executive was on a bona fide leave of absence;
(B)if Executive is absent from work due to military leave, sick leave, or other bona fide leave of absence
pursuant to the Company’s policies, Executive shall incur a Separation from Service on the first date
that the rules of (A), above, are satisfied following the later of (i) the six-month anniversary of the
commencement of the leave or (ii) the expiration of Executive’s right, if any, to reemployment under
statute, contract or Company policy;
(C)Executive shall be considered to continue employment and to not have a Separation from Service while on
a bona fide leave of absence pursuant to the Company’s policies if the leave does not exceed 6
consecutive months (12) months for a disability leave
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of absence) or, if longer, so long as the Executive retains a right to reemployment with the Company or
an Affiliate under an applicable statute, contract or Company policy. For this purpose, a “disability
leave of absence” is an absence due to any medically determinable physical or mental impairment of
Executive that can be expected to result in death or can be expected to last for a continuous period of
not less than 6 months, where such impairment causes Executive to be unable to perform the duties of
Executive’s job or a substantially similar job;
(D)for purposes of determining whether another organization is an Affiliate of the Company, common
ownership of at least 50% shall be determinative;
(E)the Company specifically reserves the right to determine whether a sale or other disposition of substantial
assets to an unrelated party constitutes a Separation from Service with respect to Executive providing
services to the seller immediately prior to the transaction and providing services to the buyer after the
transaction. Such determination shall be made in accordance with the requirements of Section 409A of
the Code; or
(ii)for any plan or arrangement that is not subject to the rules of Section 409A of the Code, the complete
cessation of providing service to the Company or any Affiliate as an employee.
2.Term of Agreement.
The term of this Agreement shall commence on the date of this Agreement (the "Effective Date") and
end on the third anniversary of such date (the "Original Term"). The Original Term shall be
automatically renewed for successive one-year terms (the "Renewal Terms") unless at least 180 days
prior to the expiration of the Original Term or any Renewal Term, either Party notifies the other Party
in writing that he/she or it is electing to terminate this Agreement at the expiration of the then current
Term. "Term" shall mean the Original Term and all Renewal Terms. If a Change in Control shall have
occurred during the Term, notwithstanding any other provision of this Section 2, the Term shall not
expire earlier than two years after such Change in Control.
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3.Entitlement to Severance Benefit.
a.Severance Benefit. In the event Executive's employment with the Company is Terminated Without Cause,
other than due to death, or Disability, or in the event there is a Constructive Termination Without Cause,
in each case within two years following a Change in Control, Executive shall be entitled to receive:
i.Base Salary through the date of termination of Executive's employment, which shall be paid in a cash lump sum
not later than 15 days following Executive's termination of employment;
ii.An amount equal to 1.5 times Executive's Base Salary in effect on the date of termination of Executive's
employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination
Without Cause, then the Base Salary in effect immediately prior to such reduction), payable in a cash
lump sum following Executive's termination of employment;
iii.An amount equal to the most recently established target annual cash incentive bonus amount, prorated based
on the portion of the performance year that Executive has worked as of the date of Executive’s
termination. Such payment of a pro rata annual cash incentive bonus will be payable in a cash lump
sum following Executive's termination of employment;
iv.An amount equal to 1.5 times the most recently established target annual incentive cash bonus amount, payable
in a cash lump sum following the Executive's termination of employment;
v.Elimination of all restrictions on any restricted stock or restricted stock unit awards outstanding at the time of
termination of employment (other than awards under the Company's Partnership Equity Program, which
shall be governed by the terms of such awards);
vi.Immediate vesting of all outstanding stock options and the right to exercise such stock options for the remainder
of the full term of such option (other than awards under the Company's Partnership Equity Program,
which shall be governed by the terms of such awards);
vii.The balance of any incentive awards earned as of December 31 of the prior year but not yet paid, which shall
be paid in a single lump sum not later than 15 days following Executive's termination of employment;
viii.Settlement of all deferred compensation arrangements in accordance with any then applicable deferred
compensation plan or election form;
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ix.Continued participation in all medical, health and life insurance plans at the same benefit level at which
Executive was participating on the date of termination of Executive’s employment until the earlier of:
1.the end of the Severance Period; or
2.the date, or dates, Executive receives equivalent coverage and benefits under the plans and programs of a
subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or
benefit-by-benefit, basis);
provided that (1) if Executive is precluded from continuing Executive’s participation in any employee
benefit plan or program as provided in this clause (ix) of this Section 3.a, Executive shall receive cash
payments equal on an after-tax basis to the cost to Executive of obtaining the benefits provided under
the plan or program in which Executive is unable to participate for the period specified in this clause
(ix) of this Section 3.a, (2) such cost shall be deemed to be the lowest reasonable cost that would be
incurred by Executive in obtaining such benefit on an individual basis, and (3) payment of such amounts
shall be made quarterly in advance; and
x.other or additional benefits then due or earned in accordance with applicable plans and programs of the
Company.
b.Change in Control Best Payments Determination. In the event the Severance Benefits described in Section
3(a) are payable to Executive in connection with a Change in Control and, if paid, could subject
Executive to an excise tax under Section 4999 of the Internal Revenue Code (the “Excise Tax”), then
notwithstanding the provisions of Section 3(a) the Company shall reduce the Severance Benefits (the
“Benefit Reduction”) under Section 3(a) by the amount necessary to result in the Executive not being
subject to the Excise Tax, if such reduction would result in the Executive’s “Net After-Tax Amount”
attributable to the Severance Benefits described in Section 3(a) being greater than it would be if no
Benefit Reduction was effected. For this purpose “Net After-Tax Amount” shall mean the net amount
of Severance Benefits Executive is entitled to receive under this Agreement after giving effect to all
Federal, state and local taxes which would be applicable to such payments, including, but not limited
to, the Excise Tax. The determination of whether any such Benefit Reduction shall be effected shall be
made by a nationally recognized public accounting firm selected by the Company (the “Accounting
Firm”) prior to the occurrence of the Change in Control and such determination shall be binding on
both Executive and the Company. In the event it is determined that a Benefit Reduction is required,
such reduction of items described in Section 3(a) above shall be done first by reducing cash severance
determined in accordance with
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Section 3(a)(ii), 3(a)(iii) and 3(a)(iv); to the extent a further Benefit Reduction is necessary, then
Severance Benefits will be reduced from the amounts determined in accordance with Section 3(a)(v)
and 3(a)(vi), all as determined by the Accounting Firm.
c.No Mitigation; No Offset. In the event of any termination of employment under this Section 3, Executive shall
be under no obligation to seek other employment, and the amounts due Executive under this Agreement
shall not be offset by any remuneration attributable to any subsequent employment that Executive may
obtain.
d.Nature of Payments. Any amounts due under this Section 3 are in the nature of severance payments considered
to be reasonable by the Company and are not in the nature of a penalty.
e.Exclusivity of Severance Benefit. Upon termination of Executive's employment during the Term, Executive
shall not be entitled to any severance payments or severance benefits from the Company, or any other
payments by the Company, other than the Severance Benefit provided in this Section 3, except as
required by law.
f.General Release of Claims. Executive agrees, as a condition of payment of the Severance Benefit provided for
in this Section 3, that Executive will execute within 60 days of Executive’s termination of employment
a separation agreement, in a form reasonably satisfactory to the Company, that includes a general release
of any and all claims arising out of Executive's employment or termination of employment with the
Company, other than claims for (i) enforcement of this Agreement, (ii) enforcement of Executive's
rights under any of the Company's incentive compensation, equity and/or employee benefit plans and
programs to which Executive is entitled under this Agreement, and (iii) any tort for personal injury not
arising out of or related to Executive’s employment or termination of employment.
g.Subject to the provisions of Section 12(b), all payments to be made pursuant to this Section 3 upon the
termination of employment of Executive shall be made or commence, as the case may be, within 75
days after the Executive’s termination of employment provided, however, that if such termination of
employment is after October 15 of a year, the payout or first payment, as the case may be, shall be made
at the end of such 75 day period.
4.Confidentiality; Cooperation with Regard to Litigation; Non-disparagement.
a.During the Term and thereafter, Executive shall not, without the prior written consent of the Company,
disclose to anyone (except in good faith in the ordinary course of business to a person who will be
advised by Executive to
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keep such information confidential) or make use of any confidential information except in the
performance of Executive’s duties hereunder or when required to do so by legal process, by any
governmental agency having supervisory authority over the business of the Company or by any
administrative or legislative body (including a committee thereof) that requires Executive to divulge,
disclose or make accessible such information. In the event that Executive is so ordered, Executive shall
give prompt written notice to the Company in order to allow the Company the opportunity to object to
or otherwise resist such order.
b.During the Term and thereafter, Executive shall not disclose the existence or contents of this Agreement
beyond what is disclosed in the proxy statement or documents filed with the government unless and to
the extent such disclosure is required by law, by a governmental agency, or in a document required by
law to be filed with a governmental agency or in connection with enforcement of Executive’s rights
under this Agreement. In the event that disclosure is so required, Executive shall give prompt written
notice to the Company in order to allow the Company the opportunity to object to or otherwise resist
such requirement. This restriction shall not apply to such disclosure by Executive to members of
Executive’s immediate family, Executive’s tax, legal or financial advisors, any lender, or tax authorities,
or to potential future employers to the extent necessary, each of whom shall be advised not to disclose
such information.
c.Confidential Information" shall mean all information concerning the business of the Company or any
Subsidiary relating to any of their products, product development, trade secrets, customers, suppliers,
finances, and business plans and strategies. Excluded from the definition of Confidential Information
is information (i) that is or becomes part of the public domain, other than through the breach of this
Agreement by Executive or (ii) regarding the Company's business or industry properly acquired by
Executive in the course of Executive’s career as an Executive in the Company's industry and
independent of Executive's employment by the Company. For this purpose, information known or
available generally within the trade or industry of the Company or any Subsidiary shall be deemed to
be known or available to the public.
d."Subsidiary" shall mean any corporation or other business entity owned or controlled directly or indirectly by
CVS.
e.Executive agrees to cooperate with the Company, during the Term and thereafter (including following
Executive's termination of employment for any reason), by being reasonably available to testify on
behalf of the Company or any Subsidiary in any action, suit, or proceeding, whether civil, criminal,
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administrative, or investigative, and to assist the Company, or any Subsidiary, in any such action, suit,
or proceeding, by providing information and meeting and consulting with the Board or its
representatives or counsel, or representatives or counsel to the Company, or any Subsidiary as
requested; provided, however that the same does not materially interfere with Executive’s then current
professional activities. The Company agrees to reimburse Executive on an after tax basis, for all
reasonable expenses actually incurred in connection with Executive’s provision of testimony or
assistance.
f.Executive agrees that, during the Term and thereafter (including following Executive's termination of
employment for any reason) Executive will not make statements or representations, or otherwise
communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may,
directly or indirectly, disparage or be damaging to the Company or any Subsidiary or their respective
officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing,
nothing in this Agreement shall preclude Executive from making truthful statements or disclosures that
are required by applicable law, regulation or legal process.
5.Non-solicitation.
During the period beginning with the Effective Date and ending 18 months following the termination
of Executive's employment with the Company, Executive, whether acting on Executive’s own behalf
or by, through or on behalf of any third party, shall not (a) hire any employees of the Company or any
Subsidiary, or recruit or solicit any such employees or encourage them to terminate their employment
with the Company or any Subsidiary; (b) accept business from any customers of the Company or any
Subsidiary, or solicit or encourage any customers, joint venture partners or investors of the Company
or any Subsidiary to terminate or diminish their relationship with the Company or any Subsidiary or to
violate any agreement with the Company or any Subsidiary. For purposes of subsection 5(a), an
employee of the Company or any Subsidiary means any person who was employed by the Company or
any Subsidiary within 180 days of such hiring, recruitment, solicitation or encouragement. Executive
agrees to make any employer with whom Executive becomes employed during the 18- month period
following Executive's termination with the Company aware of this non- solicitation obligation upon
commencing employment with such subsequent entity.
6.Remedies.
In addition to whatever other rights and remedies the Company may have at equity or in law, the
Company (a) shall have the right to immediately terminate all payments and benefits due under this
Agreement if Executive breaches any of the provisions contained in Sections 4 or 5 above, and (b) shall
have the right to seek injunctive relief in any court of competent jurisdiction if Executive breaches or
threatens to breach any of the provisions contained in Sections 4 or 5 above. Executive acknowledges
that
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such a breach would cause irreparable injury and that money damages would not provide an adequate
remedy for the Company; provided, however, the foregoing shall not prevent Executive from contesting
the issuance of any such injunction on the ground that no violation or threatened violation of Sections
4 or 5 has occurred.
7.Effect of Agreement on Other Benefits.
Except as specifically provided in this Agreement, the existence of this Agreement shall not be
interpreted to preclude, prohibit or restrict the Executive's participation in any other employee benefit
or other plans or programs in which he /she currently participates.
8.Not an Employment Agreement.
This Agreement is not, and nothing herein shall be deemed to create, a contract of employment between
Executive and the Company. The Company may terminate the employment of Executive at any time
and for any reason, subject to the terms of any employment agreement between the Company and
Executive that may then be in effect.
9.Resolution of Disputes.
Any controversy or claim arising out of or relating to this Agreement or any breach or asserted breach
hereof or questioning the validity and binding effect hereof arising under or in connection with this
Agreement, other than seeking injunctive relief under Sections 4 or 5, shall be resolved by binding
arbitration, to be held at an office closest to the Company’s principal offices in accordance with the
rules and procedures of the American Arbitration Association. Judgment upon the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction thereof. Pending the resolution of any
arbitration or court proceeding, the company shall continue payment of all amounts and benefits due
Executive under this Agreement. All reasonable costs and expenses of any arbitration or court
proceeding (including fees and disbursements of counsel) shall be paid on behalf of or reimbursed to
Executive promptly by the Company; provided, however, that no reimbursement shall be made of such
expenses if and to the extent the arbitrator(s) determine(s) that any of Executive’s litigation assertions
or defenses were in bad faith or frivolous.
10.Assignability; Binding Nature.
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective
successors, heirs (in the case of Executive) and permitted assigns. No rights or obligations of the
Company under this Agreement may be assigned or transferred by the Company except that such rights
or obligations may be assigned or transferred in connection with the sale or transfer of all or
substantially all of the assets of the Company, provided that the assignee or transferee is the successor
to all or
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substantially all of the assets of the Company and such assignee or transferee assumes the liabilities,
obligations and duties of the Company, as contained in this agreement, either contractually or as a matter
of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the
preceding sentence, it shall take whatever action it legally can in order to cause such assignee or
transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. No
rights or obligations of Executive under this Agreement may be assigned or transferred by Executive
other than Executive’s rights to compensation and benefits, which may be transferred only by will or
operation of law, except as provided in Section 15 below.
11.Representation.
The Company represents and warrants that it is fully authorized and empowered to enter into this
Agreement and that the performance of its obligations under this Agreement will not violate any
agreement between it and any other person, firm or organization.
12.Amendment or Waiver; Section 409A.
(a)No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed
by Executive and an authorized officer of the Company. No waiver by either Party of any breach by the
other Party of any condition or provision contained in this Agreement to be performed by such other
Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior
or subsequent time. Any waiver must be in writing and signed by Executive or an authorized officer of
the Company, as the case may be.
(b)Executive and Company agree that it is the intent of the Parties that this Agreement not violate any applicable
provision of, or result in any additional tax or penalty under, Section 409A of the Code, as amended,
and that to the extent any provisions of this Agreement do not comply with such Code Section 409A
the Parties will make such changes as are mutually agreed upon in order to comply with Code Section
409A. In all events, to the extent required to avoid a violation of the applicable rules under all Section
409A by reason of Code Section 409A(a)(2)(B)(i), payment of any amounts subject to Code Section
409A shall be delayed until the relevant date of payment that will result in compliance with the rules of
Code Section 409A(a)(2)(B)(i).
13.Severability.
In the event that any provision or portion of this Agreement shall be determined to be invalid or
unenforceable for any reason, in whole or in part, the remaining provisions
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of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.
14.Survivorship.
The respective rights and obligations of the Parties hereunder shall survive any termination of
Executive's employment to the extent necessary to the intended preservation of such rights and
obligations.
15.Beneficiaries/References.
Executive shall be entitled, to the extent permitted under any applicable law, to select and change a
beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following
Executive's death by giving the Company written notice thereof. In the event of Executive's death or a
judicial determination of Executive’s incompetence, references in this Agreement to Executive shall be
deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal representative.
16.Governing Law/Jurisdiction.
This Agreement shall be governed by and construed and interpreted in accordance with the laws of
Rhode Island without reference to principles of conflict of laws. Subject to Section 6, the Company and
Executive hereby consent to the jurisdiction of any or all of the following courts for purposes of
resolving any dispute under this Agreement: (i) the United States District Court for Rhode Island or (ii)
any of the courts of the State of Rhode Island. The Company and Executive further agree that any
service of process or notice requirements in such proceeding shall be satisfied if the rules of such court
relating thereto have been substantially satisfied. The Company and Executive hereby waive, to the
fullest extent permitted by applicable law, any objection which it or he/she may now or hereafter have
to such jurisdiction and any defense of inconvenient forum.
17.Notices.
Any notice given to a Party shall be in writing and shall be deemed to have been given when delivered
personally or sent by certified or registered mail, postage prepaid, return receipt requested, duly
addressed to the Party concerned at the address indicated below or to such changed address as such
Party may subsequently give written notice of:
If to CVS:
CVS Pharmacy, Inc.
One CVS Drive
Woonsocket, RI 02895
Attention: Corporate Secretary
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If to Executive:
To the Executive’s home address as reflected in the Company’s records, unless directed otherwise in
writing by Executive.
18.Headings.
The headings of the sections contained in this Agreement are for convenience only and shall not be
deemed to control or affect the meaning or construction of any provision of this Agreement.
19.Counterparts.
This Agreement may be executed in two or more counterparts.
In WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written
above.
CVS Pharmacy, Inc.
By:
/s/ Laurie P. Havanec
Laurie Havanec
Executive Vice President, Chief People Officer
Executive:
/s/ J. David Joyner
Signature
J. David Joyner
Print Name
January 31, 2023
Dated
Page 15
