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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.
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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,
collater
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