Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(e) On May 18, 2021, CVS Health Corporation ("CVS Health", and together with its subsidiaries, the "Company") announced that Eva C. Boratto, former Executive Vice President - Chief Financial Officer of CVS Health, would be stepping down from that role effective May 28, 2021. At the Company's request to assist in transition and for strategic support, Ms. Boratto has agreed to remain with the Company in a senior advisory role to CVS Health's President and Chief Executive Officer Karen S. Lynch through no later than December 1, 2021 (such date, the "Separation Date").

On June 9, 2021, CVS Pharmacy, Inc., a wholly-owned subsidiary of CVS Health, entered into an agreement (the "Agreement") with Ms. Boratto to memorialize the terms of her continued service and the parties' mutual agreement to separate. Under the Agreement, the Company has agreed to provide Ms. Boratto with 22 months of continued base salary following the Separation Date (the "Salary Continuation Period"). Ms. Boratto's stock options will continue to vest and remain exercisable for up to three-years following the Separation Date. Her restricted stock unit award will continue to vest through the end of the Salary Continuation Period and be settled on the original vesting date, and her outstanding performance stock unit awards will vest on a pro-rated basis through the Separation Date and be settled on their original vesting dates. Under the Agreement, Ms. Boratto also is entitled to a pro-rated bonus for performance year 2021 based on Company performance and reimbursement of certain expenses in the amount of up to $90,000 in connection with the transition.

The Agreement also contains a release of claims against the Company, with customary confidentiality and cooperation covenants, and incorporates by reference any other covenants to which Ms. Boratto already is subject, including the non-competition and non-solicitation covenants set forth in her restrictive covenant agreement, as amended pursuant to the Agreement.

© Edgar Online, source Glimpses