Exhibit
10.43
AMENDMENT TO EMPLOYMENT
AGREEMENT
Reference is made to the 1996
employment agreement by and between CVS Corporation, a Delaware
corporation (together with its successors and assigns, the
“Company”) and Thomas Ryan (the
“Executive”) (such binding employment agreement, as
previously amended, being herein referred to as the
“Employment Agreement”). Pursuant to Section 22
of the Employment Agreement, the Company and the Executive hereby
amend the Employment Agreement as follows, effective
immediately.
1.
Section 7(b) is amended to read as
follows:
“(b)
Deferral of Compensation . The Executive may elect to
defer receipt, pursuant to written deferral arrangements (the
“Deferral Election Forms”) under and subject to the
terms of the CVS Corporation Deferred Compensation Plan, the CVS
Corporation Deferred Stock Compensation Plan or any successor or
replacement plan or plans, of all or a specified portion of (i) his
annual Base Salary and annual incentive compensation under
Section 4 and Section 5 and (ii) long term incentive
compensation under Section 6; provided , however
, that such deferrals shall not reduce Executive’s total cash
compensation in any calendar year below the sum of (A) the FICA
maximum taxable wage base plus (B) the amount needed, on an
after-tax basis, to enable Executive to pay the 1.45% Medicare tax
imposed on his wages in excess of such FICA maximum taxable wage
base.
In accordance with such Deferral
Election Forms, the Company shall credit to a bookkeeping account
(the “Deferred Compensation Account”) maintained for
Executive on the respective payment date or dates, amounts equal to
the compensation subject to deferral, such credits to be
denominated in cash if the compensation would have been paid in
cash but for the deferral or in shares if the compensation would
have been paid in shares but for the deferral.
Except as otherwise provided under
Section 10, in the event of Executive’s termination of
employment with the Company or as otherwise determined by the
Committee in the event of an unforeseeable emergency on the part of
Executive, upon such date(s) or event(s) set forth in the Deferral
Election Forms (including forms filed after deferral but before
settlement in which Executive may elect to further defer
settlement), the Company shall promptly pay to Executive cash equal
to the value of the assets then credited to Executive’s
deferral accounts, less applicable withholding taxes and such
distribution shall be deemed to fully settle such accounts.
The Company and Executive agree that compensation deferred pursuant
to this Section 7(b) shall be fully vested and nonforfeitable;
however , Executive acknowledges that his rights to the
deferred compensation provided for in this Section 7(b) shall be no
greater than those of a general unsecured creditor of the Company,
and that such rights may not be pledged, collateralized,
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