WAIVER AND
MODIFICATION
This waiver and modification (this
“Waiver”) is made and entered into by the undersigned
executive (the “Executive”) and Express Scripts, Inc.
(“ESI”) effective as of December 15, 2006.
RECITALS:
A.
The Executive is an employee
and executive officer of Express Scripts, Inc. (“ESI”),
and is a party to an Executive Employment Agreement with ESI (the
“Employment Agreement”).
B.
On December 12, 2006, ESI’s
Board of Directors (the “Board”) authorized ESI to make
an offer to acquire all of the outstanding common stock of Caremark
Rx, Inc. (“Caremark”), which offer may be revised or
adjusted by the Board or the Transaction Committee of the Board
(the “Offer”).
C.
The Executive has received
one or more Awards under the Express Scripts, Inc. 2000 Long Term
Incentive Plan, as amended (the “Plan”), each of which
is subject to the specific terms of such Award and the
Plan.
D.
Pursuant to Section 2(g)(iii)
of the Plan a “Change in Control” is deemed to occur
upon a merger or certain other “Business Combinations”
(as defined in the plan), unless each of the conditions in
Subsections (A), (B) and (C) of Section 2(g)(iii) are satisfied.
The condition in Subsection 2(g)(iii)(A) is as follows:
“all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immedia
