EXHIBIT 10.13
FIRST AMENDMENT
TO
EMPLOYMENT
AGREEMENT
THIS FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT (this “Amendment”) is made and
entered into as of March 8, 2000 by and between Caremark Rx, Inc.,
a Delaware corporation (“Caremark”) and Edward L.
Hardin, Jr. (“Officer”). Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed
to them in that certain Employment Agreement by and between
Caremark and Officer dated July 1, 1998 (the “Employment
Agreement”).
WHEREAS , Caremark and Officer entered into the
Employment Agreement whereby Officer agreed to serve as Executive
Vice President and General Counsel of Caremark; and
WHEREAS , Caremark and Officer desire to amend Section 6
of the Employment Agreement so as to eliminate ambiguity and
confirm the parties original intent with respect to Officer’s
incentive compensation arrangements.
NOW, THEREFORE
, in consideration of the foregoing
recitals and the mutual covenants and agreements contained in this
Amendment, the parties agree as follows:
1. Amendment to Section 6 .
Section 6 of the Employment Agreement shall be deleted in its
entirety and the following shall be inserted in lieu
thereof:
“Section 6. Incentive
Compensation.
During the Term, Officer shall be
eligible to receive from Employer annual incentive compensation in
amount up to one hundred percent (100%) of Officer’s base
salary (pro-rated for
