Case: 1:14-cv Document #: 1 Filed: 02/07/14 Page 1 of 7 PageID #:1

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1 Case: 1:14-v Doument #: 1 Filed: 02/07/14 Page 1 of 7 PageID #:1 IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, Plaintiff, v. CVS PHARMACY, INC. Defendant CIVIL ACTION NO. 1:14-CV-863 COMPLAINT NATURE OF THE ACTION 1. This is an ation under Title VII of the Civil Rights At of 1964, as amended ("Title VII" to orret a pattern or pratie of resistane to the full enjoyment of the rights seured by Title VII in violation of Setion 707(a of Title Vil. Speifially, as alleged with greater detail below, sine at least August 2011, CVS Pharmay, In. ("CVS" onditioned non-store FLSA exempt employees' reeipt of severane pay on an overly broad, misleading and unenforeable Separation Agreement ("Separation Agreement" that interferes with its employees' right to file harges with the U.S. Equal Employment Opportunity Commission ("EEOC" or "Commission" and Fair Employment Praties Agenies ("FEPAs" and ommuniate voluntarily with and partiipate in the proeedings onduted by the EEOC and FEPAs. JURISDICTION AND VENUE 2..Jurisdition of this Court is invoked pursuant to 28 U.S.C. 451, 1331, 1337, 1343, and This ation is authorized and instituted pursuant to Setion 707(a of Title VII of the Civil Rights At of 1964, as amended, 42 U.S.C. 2000e-6 ("Setion 707''. 1

2 Case: 1:14-v Doument #: 1 Filed: 02/07/14 Page 2 of 7 PageID #:2 3. The alleged unlawful employment praties were and are now being ommitted within the jurisdition of the United States Distrit Court for the Northern Distrit of lllinois. PARTIES 4. Plaintiff EEOC is the ageny of the United States of Ameria harged with the administration, interpretation, and enforement of Title VII and is authorized to bring this ation by Setion 707(a of Title Vil, 42 U.S.C. 2000e At all relevant times, Defendant has ontinuously been a orporation under the laws of the State of Delaware, doing business in the ity of Chiago, IL, having its headquarters and registered offie at One CVS Drive, Woonsoket, RI Defendant is a person within the meaning of 42 U.S.C. 2000e(a. STATEMENT OF CLAIMS 7. During the time period from at least August 2011 to the present, Defendant has been engaged in a pattern or pratie of resistane to the full enjoyment of the rights seured by Title VII, in violation of Setion 707. This pattern or pratie of resistane inludes onditioning the reeipt of severane benefits on FLSA exempt non-store employees' agreement to a Separation Agreement that deters the filing of harges and interferes with employees' ability to ommuniate voluntarily with the EEOC and FEPAs. 8. Among other things, the.five-page single spaed Separation Agreement (attahed as Exhibit A with identifying information for the affeted employee redated states: a. Cooperation. "In the event Employee reeives a subpoena, deposition notie, interview request, or another inquiry, proess or order relating to any ivil, riminal or administrative investigation, suit, proeeding or other legal matter relating to the Corporation from any invesligalor, attorney, or any other third party, Employee agrees lo 2

3 Case: 1:14-v Doument #: 1 Filed: 02/07/14 Page 3 of 7 PageID #:3 promptly not[fy the Company's General Counsel by telephone and in writing." (emphasis added b. Non-Disparagement. "Employee will not make any statements that disparage the business or reputation of the Corporation, and/or any offier, diretor, or employee of the Corporation.". Non-Dislosure of Confidential Information. "Employee shall not dislose to any third party or use for himself or anyone else Confidential information without the prior written authorization of CVS Caremark's Chief Human Resoures Offier." Suh information inludes ' information onerning the Corporation's personnel, inluding the skills, abilities, and duties of the Corporation's employees, wages and benefit strutures, suession plans, information onerning affirmative ation plans or planning..." d. General Release of Claims. "Employee hereby releases and forever disharges CVS Caremark Corporation... from any and all auses of ation, lawsuits, proeedings, omplaints, harges, debts ontrats, judgments, damages, laims, and attorneys fees against the Released Parties, whether known or unknown, whih Employee has ever had, now has or whih the Employee... may have prior to the date [ofj this Agreement.... The Released Claims inlude... any laim o.funlm1f11/ disrimination of any kind...." (emphasis added.. No Pending Ations; Covenant Not to Sue. "Employee represents that as of the date Employee signs this Agreement, Employee has not filed or initiated, or aused to be filed, or initiated, any omplaint, laim, ation or lawsuit of any kind against any of the Related parties in any federal, state, or loal ourt, or ageny. Employee agrees no/ Jo initiale or file, or ause lo be initialed or.file, any ation, lawsuit, omplaint or proeeding 3

4 Case: 1:14-v Doument #: 1 Filed: 02/07/14 Page 4 of 7 PageID #:4 asserting any of the Released Claims against any of the Released Parties.... Employee agrees to promptly reimburse the Company.for any legal fees that the Comp,my inurs as a result of any breah of I his paragraph by Employee. " f. The preeding paragraph entitled "No Pending Ations; Covenant Not to Sue" ontains a single qualifying sentene that is not repeated anywhere else in the Agreement (though the other limitations are ontained in separate paragraphs, noting that "[n]othing in this paragraph is intended to or shall interfere with Employee's right to partiipate in a proeeding with any appropriate foderal, state or loal government ageny enforing disrimination laws, nor shall this Agreement prohibit Employee from ooperating with any suh ageny in its investigation." g. If the Employee breahes CVS's Separation Agreement, the Agreement requires that the "Employee aknowledges that a breah... will result in irreparable injury to some or all of the Corporation.... In the event that a ourt issues a temporary restraining order, preliminary injuntion, permanent injuntion, or issues any other similar order enjoining Employee from breahing this Agreement, or awards CVS any damages due to Employee's breah of this Agreement, Employee agrees to promptly reimburse the Company for all reasonable attorneys fees inurred by CVS..." 9. Defendant reported that more than 650 employees entered into Separation Agreements based on the attahed form in I 0. The use of this Separation Agreement onstitutes resistane to the full enjoyment of rights seured by Title Vil beause the Separation Agreement interferes with an employee's right to file a harge with the EEOC or FEPAs, and to partiipate and ooperate with an investigation onduted by the EEOC or FEPAs. 4

5 Case: 1:14-v Doument #: 1 Filed: 02/07/14 Page 5 of 7 PageID #:5 11. CVS, through its pattern or pratie of using this Separation Agreement with non-store employees, has intended to deny the full exerise of these Title VII rights. Limiting employees' right to file harges and partiipate and ooperate with the EEOC and FEPAs interferes with the EEOC and the FEPAs' statutorily assigned responsibility to investigate harges of disrimination. 12. All onditions preedent to the filing of this lawsuit have been met. PRAYER FOR RELIEF Therefore, the Commission respetfully requests that this Court: A Grant a pennanent injuntion enjoining Defendant, its offiers, suessors, assigns, and all persons in ative onert or partiipation with it, from engaging in a pattern or pratie or resistane to the right to file a harge and partiipate and ooperate with investigations by the EEOC or FEPAs inluding but not limited to enjoining Defendant from using the urrent version of its Separation Agreement desribed in this Complaint (or any substantially equivalent Release or from prohibiting employees from filing harges with or ooperating with EEOC or FEPAs. B. Order Defendant to reform its Separation Agreement onsistent with the provisions of Setion 707 of Title VII both as to employees who are subjet to the Agreement and as to any future Agreements. C. Order Defendant to institute and arry out poliies, praties, and programs that provide for the full exerise of the right to file a harge and partiipate and ooperate with the EEOC and FEPAs, inluding but not limited to a orretive ommuniation with the Company's workfore informing all employees that they retain the right to file a harge 5

6 Case: 1:14-v Doument #: 1 Filed: 02/07/14 Page 6 of 7 PageID #:6 of disrimination and to initiate and respond to ommuniation with the EEOC and state FEPAs and are not required to keep ertain information onfidential in those ommuniations or to notify the Company' s Human Resoures Department or General Counsel about suh ommuniations and the addition of the same language to the Company's anti-disrimination poliy; and training for the Company's human resoures and management personnel and any personnel who write, negotiate or exeute Employment Agreements about employees' right to file harges and ommuniate with the EEOC and state FEPAs: D. Provide three-hundred days to file a harge of disrimination with EEOC or a FEPA for any former employee who was subjet to the Separation Agreement desribed in this Complaint (or any substantially equivalent Release. E. Grant suh further relief as the Court deems neessary and proper in the publi interest. F. Award the Commission its osts in this ation. Dated: February 7, 2014 Respetfully submitted, s/p. David Lopez P. David Lopez General Counsel James L. Lee Deputy General Counsel Gwendolyn Young Reams Assoiate General Counsel EQUAL EMPLOYMENT OPPORTUNITY COMMISSION 131 M Street, N.E. Washington, D.C

7 Case: 1:14-v Doument #: 1 Filed: 02/07/14 Page 7 of 7 PageID #:7 Joh~ Hendrikso R ional Attorney s/ Deborah I Iamihon Deborah Hamilton, No Trial Attorney s/laura Feldman, No Laura Feldman Trial Attorney 7

8 Case: 1:14-v Doument #: 1-1 Filed: 02/07/14 Page 1 of 5 PageID #:8 SEPARATION AGREEMENT This Separation Agreem~nt (''Agreemeni" between or "Employee" and CVS Pharmay, In. ("CVS Caremark" or the "Company" shall be effetive as of the. end Of the Revpation Period defined below (the 'Effetive Date", so long as the Agreement is also signed by an authorized representative of the Company. WHEREAS. Employee has been employed by CVS Caremark or one of its subsidiaries; WHEREAS, Employee and CVS Caremark desire to enter into an agreement setting forth the tenns of Employee's separation from the Company; WHEREAS, Employee has thoroughly reviewed this Agreement, has entered into it voluntarily, am has had the opportunity to onsult with legal ounsel of Employee's hoie before signing this Agreement. NOW THEREFORE, in onsideration of the ovenants below, inluding but not limited to the General Release of Claims, and for other good and valuable onsideration as set forth in this Agreement Employee and the Company agree~ fo.llows: I. TERMINATION OF EMPLOYMENT. Employee's last date of employment with the Company (the "Separation Date" shall be Promptly following the Separation Date, CVS Caremark shall pay Employee any remaining arued but unused vaation time or paid time off to whih Employee may be entitled in a~ordane with CVS Caremark poliy. 2. SALARY CONTINUATION PAYMENTS. Subjet to Employee's ompliane with the obligations hereunder, CVS Caremark agrees to pay Emplo: ee at the rate of -. per month during the "Severane Period", whih is the eight (8 week period beginning immediately afte the Separation Date. ihe linal day of the Severane Period shall be referred to as the "Severane End Date". 3. BENEFITS. Effotiv immediately after the Separation Dale, Employee may elet to ontinue Emp.loyee's Medi ll (inluding presription. Dental. and/or Vision over11ge in effet as of the Separation Date pursuant to COBRA. If Employee el1:ts to ontinue health are overage under COBRA by ompleting the required COBRA douments, CVS Caremark shall subsidiz! suh overage by paying the health insurane provider an amount equal to the urrent Company ontribution for ative employees for overage during the Severane Period or the date on whih Employee beomes eligible for health are overage from anott er employer. whihever is earlier. After the end of the Severane Period or after Employee beomes eligible for health are overege from another employer_ whihever is earlier, Employee shall be solely responsible for any health Insurane Employee elets to obtain, and, if eligible, Employee may ontinue overage at the full premium rate plus a 2% administrative fee to the extent >ermitted under COBRA. Employee understands and agrees that CVS Caremark may modify its premium struture, the terms of its Plans, and the overage or the Plans at any time subjet only to appliable law. 4. STOCK OPTIONS. The terms and onditions of Employee's previously-granted stok options shall be governed by the lppliable CVS Caremark Corporation Inentive Compensation Plan (the "ICP" and the appliable Stok Option Agreements with E.mployee. 5. OUTPLACEMENT ASSISTANCE. As part of its severane benefits to Employee, CVS Caremark will provide Employee with 2 months of outplaement assistane. 6. NO OTHER PAY OR BENEFITS; SUFFICIENCY OF CON SID ERA TION. Exept as speifially set forth in this Agreement, Employee shall be entitled to no other wages, sala -y_, vaation pay, bonuses. inentive.awards, ommissions, benefits, stok, restrited stok units, stok options, or any other omper sation of any kind, exept as required by law. Employee aknowledges that the severane pay and benefits subsidy desribed in this Agreemenrare in exess of any earned wages and any other amounts due and owing to Employee, and are good and valuable o1sideration for the general release of laims and the other ovenants and terms in this Agreement. Stritly Confidential -1

9 Case: 1:14-v I Doument #: 1-1 { Filed: 02/07/14 Page 2 of 5 PageID #:9 7. GENERAL RELEASE OF CLAIMS. Employee hereby releases and forever disharges CVS Caremark Corporation and eah of its divisions, affiliates, subsidiaries and operating ompanies, and the respetive offiers, diretors, employees, agents and affiliates of eah of them (olletively, the ''Released Parties" from any and all auses of ation, lawsuits, proeedings, omplaints, harges, ebts, ontrats, judgments, damages, laims, ;ind attorneys fees against the Released Parties, whether known or unknown, whih Employee ever had, now has or whih Employee or Employee's heirs, exeutors, administrators, suessors or assigns may have prio to the date this Agreement is signed by Employee, due to any matter whatsoever relating to Employee's employment, om:>ensation, benefits, and/or termination of Employee's employment with CVS Caremark (olletively, the "Released Claims". The Released Claims inlude, but are not limited to, any laim that any of the Released Parties violated the National Labor Relation: At, Title VII of the Civil Rights At of 1964, Setions 1981 through 1988 of Tille 42 of the United States Code, the Employee ltetirement Inome Seurity At. the Immigration Reform and Control At, the Amerians with Disabilities At, the Age Disriminat on in Employment At, the Family and Medial Leave At, and/or the Oupational Safety and Health At; any laim that any of the Releas.ed Parties violated any other federal, state or loal statute, law, regulation or ordinane; any laim of unlawful disriminat on of any kind; any publi poliy. ontrat, tort, or ommon law laim; and any laim for osts, fees, or other expenses inluding attorney's fees Inurred in these matters. For the avoidane of doubt, this release inludes any laims by Employee under the following laws: the West Virginia Human Rights At, the New Jersey Law Against Disrimination, or the New Jersey Consientious Employee Protetion At. Notwithstanding the foregoing, this release does not inlude any rights that Employee annot lawfully waive, and will not release any rights Employee has to (a defense and indemnifiati9n from CVS Caremark or its inwrers for ations taken by Employee in the ourse and sope of Employee's employment with CVS Caremark; (b laims, ations, r rights arising under or to enfore the terms of this Agreement; and/or ( vested benefits under any retirement or pension plan an Vor deferred ompens~tion plan. 8. NO PENDING ACTIONS; COVENANT NOT TO SUE. Employee represents that as of the date Employee signs this Agreement, Employee has not filed or initia.ed, or ausej to be filed or initiated, any omplaint, laim, ation or lawsuit of any kind against any of the Related Parties in any feeral, slate, or loal ourt or ageny. Employee agrees not to initiate or tile, or ause to be initiated or iiled, any ation, lawsui:, omplaint or proeeding asserting any of the Released Claims against any of the Released Parties. Employee further agrees not t.> be a member of any lass or olletive ation in any ourt or in any arbitration proeeding seeking relief against the Released Parti<:s based on laims released by this Agreement, and that even if a ourt or arbitrator rules that Employee may not waive a laim r :lased by this Agreement, Employee will not aept any money damages or other relief. Employee agrees to promptly reimburse the Company for any legal fees that the Company inurs as a result of any breah of this paragraph by Employee. Nothing in this J,greemnt is intended to or shall interfere with Employee's right to hallenge the Company's ompliane with the waiver requirements of the Age Disrimination At, as amended by the Older Workers Benefit Protetion At. Moreover, nothing in this paragraph is intended to or shall interfere with Employee's right to partiipate in a proeeding with any appropriate federal, state er loal government ageny enforing disrimination Jaws, nor shall this Agreement prohibit Employee from ooperating with any suh ageny in its investigation. Employee shall not, however, be entitled to reeive any relief, reovery or monies in or netion with any Released.laim brought against any of the Released Parties, regardless of who filed or initiated any suh omplaint, harge or proeeding. 9. NO FMLA OR FLSA CLAIMS. Employee aknowledges that the Company has provided Employee with any leave to whih Employee may be or may have been entitled under the Family and Medial Leave At. Employee represents that Employee is not aware of any fats that would support a laim by Employee against any of the Released Parties for any violation of the Family and Medial Le.tve At. Employee further aknowledges that Employee has been properly paid for all time worked and is unaware of any fats tha_ would support a laim by Employee against any or the Released Parties for any laim of unpaid overtime or any other violation f the Fair Labor Standards Al I 0. UNDERSTANDING OF AGREEMENT; ADVICE OF COUNSEL. Employee aknowledges and onfirms that Employee has en.terel into this Agreement of Employee's 0"' n free will, without duress or oerion. Employee aknowledges that Employee has read and fully understands the meaning and int it of this Agreement and is ompetent to exeute it The Company hereby advises Employee to seek the advie of legal ounsel 1:oneming this Agreement before signing this Agreement, and Employee represents that Employee has had the opportunity to < o so prior to signing this Agreement. 11. TIME TO CONSIDER AND REVOKE AGREEMENT. Employee shall have twenty-one (21 days from the date of reeipt (the "Consideration Period" to onsider whether to enter into this Agreement. Any modifiations to this Agreement, whether material or immaterial, will not 1 estart tht Consideration Period. If Employee hooses to sign and thereby aept thls Agreement, Employee may revoke the aeptane witt in seven (7 alendar days of the date on whih Employee signed the Agreement (the ;Revoation Period". To revoke the ao;ptane of the Agreement, Employee must send written notie stating that "I revoke my aeptane of the Separation Agreement," or words to thal effet. to Mr. David L. Casey, Vie President Human Resoures, or his suessor, at the address listed bl w, before the end of the Revoation Period. This Agreement shall take effet on the day follo"' ing the expiration of the Revoadon Period (the "Effetive Date". Employee agrees that, promptly after signing this Agreement, Employee shall send the entire original signed agreement to Mr. David L. Casey, VP Human Resoures, One CVS Drive, Woonsoket, RI Stritly Confidential -2

10 Case: 1:14-v Doument #: 1-1 Filed: 02/07/14 Page ~./ 3 of 5 PageID #: OLDER WORKERS BENEFIT PROTECTION ACT INFORMATION. (ll In the Company's desire to be in ompliane with the Older Workers Benefit Protetion At ("OWBPA", the Company advises Employee as follows. Employee has the. opportunity to evaluate the terms of this Agreerr.ent for not less than.21 days prior to Employee's exeution of this Agreement Should Employee deide not to use the fall 21 days, then Employee knowingly and voluntarily waives any laim that Employee was not given that period of time or did not use the entire 21 days to onsult an attorney or onsider this Agreement. Employee is hereby advised to onsult with a 1 attorney prior to exeuting this Agreement. This Agreement onstitutes written notie that the Employee has been advised to onsult with an attorney prior to exeuting this Agreement and that the Employee has arefully onsidered other al :ernatives to exeuting this Agreement. (bl By signing this Agreement, Employee represents and ertifies that: i Employee is relying solely upon the ontents of this Agreement and is not relying 011 any other representations whatsoever of the Released Parties as an induement to enter into this Agreement. ii Employee's exeution of this Agreement is a representa~ion that Employee (A has read this Release, {B has been provided a full and ample opportunity to study it, inluding.a period of at least 21 days within whih to onsider it, (C has been advised in writing to onsult with an attorney prior to signing it, and (D is sig1i11g it voluntarily with full knowledge that it is intended. to the maximum extent permitted by Jaw, as a omplete relea:e and waiver of any and all laims. iii Without limiting the sope of this Agreement in any way, this Agreement onstitutes a knov.ing and voluntary waiver of any and all rights or laims that exist or that Employee has or may laim to have under the F1 deral Age Disrimination jn Employment At ("ADEA'', as amended by the Older Workers Benefit Protetion At of 19~ 0 ("OWBPA ", whih is set forth at 29 U.S.C. 621, et seq. This Agreement dos not govern any rights or laims that may arise under the ADEA after the date this Agreement is signed by Employee. 13. EMPLOYEECOVENANTS. Employee aknowledges, represents and agrees as follows: (a NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. During the ourse of Employee's employment with CVS Caremark or any of its subsidiaries or affiliates, Employee has learned and had aess to valuable non-publi information onerning CVS Caremark Corporation ~d its predeessors, related entities, operating ompanies, subsidiaries, and affiliates {suh entities hereafter referred to as the "Corporation" (suh information, "Confidential Information". For purposes of this Agreement, Confidential Information inludes, but is not limited to, the Corporation's business plans, real estate plans and strategies, ontrats, finanial information, sales md marketing information, phannay poliies and praties, information onerning the Corporation's personnel, inluding the: skills, abilities and duties of the Corporation's employees, wage and benefit strutures, suession plans, information onernmg affirmative ation plans or planning, information onerning vendors and suppliers, information pertaining to lawsuits and harges, JS programs, appliations, strategi plans and information, trade serets, and other information whih ould affet the Corporation's business. Employee has not, as of the date Employee signs this Agreement, dislosed to any thfrd party or used, e?cept as required in the ourse of performing work for CVS Caremark, any Confidential Information. Employee shall not dislose to any third party or use for himselt7hrself or anyone else any Confidential Information without the prior written authorization of CVS Caremark's Chief Human Resoures Offier ("CHRO". (b NON-SOLICITATION AND NON-HIRE OF EMPLOYEES. Employee wi JI not, diretly or indiretly, for 12 months following the Separation Date: (i soliit, tuse, indue, or enourage, or attempt to soliit, ause, indue, or enourage, any then-urrent employee of the Corporation to leave his or her employment; (ii hire or otherwise engage the servies of any then urrent employee of the Corporation or any individual who was employed by the Corporation in the six (6 months preeding the termination of Employee's employment; or!iii assist, ause, indue Or enourage, or attempt to assist, ause, indue or enourage, any third party to take any of the atio11s desribed in subsetions (i or (ii above. ( RETURN OF PROPERTY. On or before the Separation Date Employee shall return to CVS Caremark all property of the Corporation in Employ.'s ontrol or possession, inluding but not limited to the originals and opies of any information i:rovided to or aquired by Employee in onnetion with the performane of work for the Corporation, inluding but not limited to all files, orrespondene, ommuniations. memoranda, s, slides, reords, and all other douments, nj matter how produed or reprodued, all omputer equipment, programs and files, and all offie keys and aess ards, it bdng herel;>y aknowledged that all of said items are the sole and exlusive property of the Corporation. Stritly Confidential -3

11 Case: 1:14-v Doument #: 1-1 Filed: 02/07/14 Page 4 of 5 PageID #:11 ( (d NON-DISPARAGEMENT. Employee will not make any statements that disparage the business or reputation of the Corporation. and/or any offier, diretor or i:nployee of the Corporation: Notwithstanding the _foregoing, ~othlng in this Agr~ement shall prohibit E"'!ployee fr~m (i making truthful statements or dislosures that are required by appliable law, regulation or legal f roess; or (11 requesting or reeiving onfidential legal adv.ie. ( COOPERATION. i In the event Employee reeives a subpoena, deposition notie, interview request, or any other inquiry, proess or order relating to any ivil, riminal or administrative investigation, suit, proeeding or other egal matter relating to the Corporation from any investigator, attorney or any other third party, Employee agrees to promj?tly notify the Company's General Counsel by telephone and in writing. Without limiting the generality of the pr. ~mg sentene, in the <_:vent Employee reeives a subpoena, deposition notie, interview request, or any oth er inquiry, preess or order whih requires or may reasonably be onstrued to require Employee to produe Confidential Information, Employee shall promptly: (a notify the Company's General Counsel of the item, doument, or information sought by suh s.ubpoena, deposition notie, interview request, or other inquiry, proess or order; (b furnish the Company's General Counsel with a opy of said subpoena, deposition notie, interview request, or other inquiry, proess or order; and ( pre vide reasonable ooperation with respet to any proedure that the Company may initiate to protet Confidential lnforma1ion or other interests. If the Company objets to the subpoena, deposition notie, interview request, inquiry, proess. or order, Employee shall ooperate to ensure that there shall be no dislosure until the ourt or other appliable entity has ruled upon the objetion, and then only in aordane with the ruling so made. Nothing in this Agreement shall be or strued to prohibit Employee from testifying truthfully in any legal proeeding. ii Employee shall ooperate fully with the Corporation and Its legal ounsel in onnetion wit l any ation, proeeding, or dispute arising out of matters with whih Employee was diretly or indiretly involved whik serving as an employee of the Corporation. This ooperation shall inlude, but shall not be limited to, meeting with, and providing lnfonnation to, the Corporation and its legal ounsel, maintaining the onfidentiality of any past or future privileged ommuniations with the Corporation's legal ounsel (outside and in-house, and making himself/herself available to testify truthfully by affidavit, in depositions, or in any other forum on behalf of the Corporation. CVS Cai emark agrees to reimburse Employee for any reasonable and neessary out-of-poket osts assoiated with suh ooperatkn. 14. BREACH OF EMPLOYEE COVENANTS AND INJUNCTIVE RELIEF. Without limiting the remedies available to CVS Caremark, Employee aknowledges that a breah bf Employee of any of the ovenants set forth above in the setion entitled Employee Covenants will result in irreparable inj Jry to some or all of the Corporation for whih there is no adequate remedy at Jaw, that monetary relief will be inadequate, and that, in the event of suh a material breah or threat thereof, CVS Caremark shall be entitled to obtain, in ad~ition to any other relief that may be available, a Lemporaty restraining order and/or a preliminary or permanent injuntion, restraining Employee from engaging in ativities prohibited by any of the setions of this Agreement identified in this paragraph, as well as suh oth1 relief as may be required speifially to enfore any of the setions of this Agreement identified in this paragraph, without the pi tyment of any bond. In the event tha~. a ourt issues a temporary restraining order, preliminary injuntion, permanent injuntion, >r issues any other similar order enjoining Employee from breahing this Agreement, or- awards CVS any damages due to Employee's breah of this Agreement, Employee agrees promptly to reimburse the Company for all reasonable attorneys fees inu-red by CVS in onnetion with obtaining suh equitable relief or damages. 15. NON ADMISSION OF WRONGDOING. Employee and CVS Caremark agree that neither this Agreement nor the furnishing of onsideration hereunder shall be deemed or onstrued at any time for any purpose as an admission by either party of any liability, wrongdoing or unlawful ondut, and Employee and CVS Caremark expressly deny any suh liability, wrongdoing or unlawful ondut. 16. GOVERNING LAW. This Agreement shall be governed by and onformed in aordane with the laws of the State of Rhode sland without regard to its onflit of laws provisions. Any ations brought to enfore the terms of this Agreement shall be brought in a ourt of ompetent jurisdition loated in the State of Rhode Island. 17. JURY TRIAL WAIVER. Employee and CVS Caremark irrevoably and unonditionally waive the right to a trial by jury in any a:ion or proeeding seeking to enfore. or alleging the breah of. any provision oflhis Agreement. 18. COUNTERPARTS. This Agreement may be exeuted in ounterparts and eah ounterpart will be deemed an original. 19. SECTION HEADINGS. Setion headings ontained in this Agreement are for onveniene of referene only and shall not ~ffet the meaning of any provision herein. Stritly Confidential -4

12 Case: 1:14-v Doument #: 1-1 Filed: 02/07/14 Page 5 of 5 PageID #: SEVERABILITY. If any of lhe provisions of the setion entitled Employee Covenants are deemed unenforeable by a COL rt of ompetent jurisdition beause they ar overly broad, then the ourt shall have the ability to modify the offending provision in order to make it enforeable. Should any term or provision of this Agreement be delared illegal, invalid or unenforeable by any ot rt of o:mpetentjurisdition and i[ suh pro.vision annot. be modified to be enforeable, suh pr0vision. shall ~mmediately beotn. null and void, leaving the remainder of th as Agreement m full fore and effet. The language of all parts of this Agreement shall 111 all ases be onstrued as a whole. aording to its fair meaning, and not stritly for or against either of the parties. 21. RESPONSIBILITY FOR TAXES. All payments set forth in this Agreement are subjet to appliable withholdings and dedutions. Employa:e aknowledges and agrees that Employee is solely responsible for all taxes on the payments and benefits desribed in this Agreen1ent The parties intend for the terms of this Agreement to be paid in suh a manner to be ompliant with Setion 409A of the I nter~al Revenue Code of as amended ("Code Setion 409A", or, as appliable. to be exempt from Code Setion 409A (inluding as neessary for the salary ontinuation payments to satisfy the involuntary separation pay exeption set forth in Treasury Regulation Setion 1.409A-l(bX9. Notwithstanding the foregoing, CVS Caremark makes no representations or guarantees with respet t the taxation of any of the payments or benefits set forth herein, inluding taxation pursuant to Code Setion 409A. 22. DEBTS TO THE COMPANY. Employee aknowledges thal, in the event Employee is indebted to the Company or an affiliate there.if, the severane payments provided for in the Agreement may be redued, offset, withheld or forfeited up to the amount of the debt. 23. ENTIRE AGREEMENT. This Agreement; the ICP; and any ompensation, equity or benefit plan or agreement referred to herein s :t forth the entire agreement between the parties hereto and fully supersede any and all prior and/or supplemental understandings, w1ether written or oral, between the parties onerning the subjet matter of this Agreement. Employee has not relied on any representations, promises or agreements of any kind made to Employee in onnetion with Employee's deision to ae~t the terms of this Agreement. exept for the representations, promises and agreements herein. Any modifiation to this A ~reemnt must be in writing and signed by Employee and CVS Caremark's CHRO or her authorized representative. IN WITNESS WHEREOF, the parties knowingly and voluntarily exeuted this Separation Agreement as of the dates set forth below. CVS PHARMACY, INC... ~~~---- By: -o~a-v~id~l-.-=as~e-y~~~- Vie President. Human RE-soures Date:. I/ Stritly Confidential -s