|
Exhibit
99.3
| RESTRICTED STOCK
UNIT AGREEMENT |
WHEREAS, the
Participant named below was granted ____ shares of Restricted Stock
(the “Award”) under the Plan, as defined below, on
January ___, 2004 (the “Grant Date”);
WHEREAS, such
Participant pursuant to rules promulgated by the Company in
accordance with the Plan has elected to defer settlement of such
Award; and
WHEREAS, to
implement such deferral election, the Participant and the Company
have agreed to cancel the Award and replace it with a restricted
stock unit award reflected by this Agreement.
NOW,
THEREFORE:
| 1.
|
Pursuant to the
provisions of the 1997 Incentive Compensation Plan (hereinafter
called the “ Plan
”)
of CVS Corporation (hereinafter called the “
Company”
), on
the date set forth below, the Company has awarded, and hereby
evidences the award to “FirstName, LastName, Employee
ID#” (hereinafter called the “ Participant
”), subject
to the terms and conditions set forth or incorporated herein,
________Restricted Stock Units (“ RSU
”). The Plan
is hereby made a part hereof and Participant agrees to be bound by
all the provisions of the Plan. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such term in the
Plan. On the Grant Date specified above, the Fair Market Value of a
Share equals $_________. |
| |
| 2.
|
Each
RSU represents a right to a future payment of one share
(“ Share
”)
of Common Stock ($.01 par value) of the Company. Except for
required tax withholding, if applicable, such payment shall be in
Shares. |
| |
| 3.
|
(a)
To the extent dividends are paid on Shares while the RSUs remain
outstanding and prior to the Settlement Date (as defined below),
Participant shall be entitled to receive a cash payment in an
amount equivalent to the cash dividends with respect to the number
of Shares covered by the RSUs provided, however, that if such
dividend is paid prior to an RSU’s vesting date, as set for
the in Paragraph 4 below, the |
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| |
Participant shall
not be entitled to any payment in respect of such dividend unless
the Participant is still employed by the Company on such dividend
payment date. |
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|
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(b)
Participant hereby agrees that prior to the Settlement Date,
amounts may be withheld by the Company from the dividend equivalent
amounts referred to in Paragraph 3(a) thereof in order to effect
applicable tax withholding in respect of such dividend equivalent
payments. |
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|
| 4.
|
Subject to the
terms and conditions of the Plan and this Agreement, subject to
Paragraph 5 below, and subject to Participant’s continued
employment as of the relevant vesting date in accordance with
Paragraph 2 above, Participant shall be entitled to receive (and
the Company shall deliver to Participant) within 90 days following
the relevant vesting date set forth below (such delivery date being
hereafter referred to as the “ Settlement
Date ”), the
number of Shares underlying the RSUs as of the dates set forth
below in accordance with the following schedule: |
| |
| |
1. |
50%
of the Shares underlying the RSUs on the third anniversary of the
date of grant. |
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2. |
50%
of the Shares underlying the RSUs on the fifth anniversary of the
date of grant, or attainment of age 55 by the Participant,
whichever is later. |
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| 5.
|
In accordance with
rules promulgated by the Committee, the Participant may elect to
defer delivery of Shares in settlement of RSUs covered |
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