DE
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63-1151076
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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Items to be Included in this Report
Mr. Weeks's employment agreement, which became effective on March 30, 2000 and was amended on April 14, 2003, provides that he will serve as Senior Vice President of Finance and Controller of the Company on an "at will" basis. As amended, the agreement provides for an annual base salary, subject to periodic review and adjustment. In addition, the agreement provides that Mr. Weeks is eligible to receive an annual performance bonus with a stated target of up to 50% of his base salary, at the discretion of the Chief Executive Officer, and subject to periodic review and adjustment. Mr. Weeks also is eligible for other benefits customarily provided by the Company to its executive employees.
The employment agreement for Mr. Weeks also contains provisions regarding pay and benefits upon certain termination and Change in Control events (as such term is defined in the employment agreement) which are normally found in executive employment agreements, as well as noncompete, nonsolicitation and nondisclosure provisions. If Mr. Weeks is terminated for Cause (as such term is defined in the employment agreement) or by resignation, disability or death, he is entitled to salary through the termination date and certain benefits and payments under applicable benefit plans and policies. If Mr. Weeks is terminated without Cause, he is entitled to salary and bonus for two years in a lump sum and a COBRA cost share commitment for certain benefits for one year. Following a Change of Control, if a successor employer does not confirm assumption of the employment agreement, Mr. Weeks is entitled to salary and bonus for two years in a lump sum and a COBRA cost share commitment for certain benefits for one year.
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CAREMARK RX INC
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Date: August 17, 2005.
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By:
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/s/ Peter J. Clemens IV
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Peter J. Clemens IV
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Executive Vice President and Chief Financial Officer
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