Committee

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Committee Members
ChairpersonC. David Brown II
Committee MemberDavid W. Dorman
Committee MemberTony L. White
Committee MemberWilliam C. Weldon
Management Planning and Development Committee Charter

CVS CAREMARK CORPORATION

A Delaware corporation
(the "Company")

Management Planning and Development Committee Charter
As adopted March 3, 2004
and amended through November 2, 2011

Management Planning and Development Committee Charter Quicklinks

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Purpose
Membership
Responsibilities
Authority
Procedures

Purpose

The Management Planning and Development Committee is created by the Board of Directors of the Company to:

  • oversee the Company’s compensation and benefits policies generally;
  • evaluate the performance of designated senior executives, including the CEO, and review the Company’s management succession plan;
  • in consultation with the other independent directors of the Company, oversee and set compensation for the Company’s CEO;
  • oversee and set compensation for the Company’s designated senior executives;
  • review and recommend to the Board compensation (including equity-based compensation) for the Company’s directors; and
  • prepare the compensation committee report that the Securities and Exchange Commission rules require to be included in the Company’s annual proxy statement.

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Membership

The Management Planning and Development Committee shall consist of at least three members, comprised solely of independent directors meeting the independence requirements of the New York Stock Exchange. Furthermore, at least two members of the Committee shall qualify as “non-employee” directors under Exchange Act Rule 16b-3 promulgated by the Securities and Exchange Commission, and as “outside” directors under Section 162(m) of the Internal Revenue Code of 1986. The Nominating and Corporate Governance Committee shall recommend nominees for appointment to the Management Planning and Development Committee annually and as vacancies or newly created positions occur. Management Planning and Development Committee members shall be appointed by the Board and may be removed by the Board at any time. The Nominating and Corporate Governance Committee shall recommend to the Board, and the Board shall designate, the Chairman of the Management Planning and Development Committee.

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Responsibilities

In addition to any other responsibilities that may be assigned from time to time by the Board, the Management Planning and Development Committee is responsible for the following matters.

Compensation Policies

  • The Management Planning and Development Committee shall review and approve the Company’s compensation and benefits policies generally (subject, if applicable, to shareholder ratification), including reviewing and approving any incentive-compensation plans and equity-based plans of the Company. In reviewing such compensation and benefits policies, the Management Planning and Development Committee may consider the recruitment, development, promotion, retention and compensation of senior executives and other employees of the Company and any other factors that it deems appropriate. The Management Planning and Development Committee shall report the results of such review and any action it takes with respect to the Company’s compensation and benefits policies to the Board.

Executive Compensation

  • The Management Planning and Development Committee shall review and approve for each of the designated senior executives of the Company, and in coordination with the other independent directors of the Company, shall review and approve for the CEO, his or her (i) annual base salary level, (ii) annual incentive compensation, (iii) long-term incentive compensation, (iv) employment, severance and change-in-control agreements, if any, and (v) any other compensation, ongoing perquisites or special benefit items. In so reviewing and approving executive compensation, the Management Planning and Development Committee shall, among other things:
  • identify, review and approve corporate goals and objectives relevant to executive compensation;
  • in coordination with the other independent directors of the Company, evaluate the CEO’s performance in light of such goals and objectives and set the CEO’s compensation based on such evaluation and such other factors as the Management Planning and Development Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation);
  • evaluate each designated senior executive’s performance in light of such goals and objectives and set each designated senior executive’s compensation based on such evaluation and such other factors as the Management Planning and Development Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation);
  • in coordination with the independent directors of the Company, determine any long-term incentive component of the CEO’s compensation based on awards given to the CEO in past years, the Company’s performance, shareholder return and the value of similar incentive awards relative to such targets at comparable companies and such other factors as the Management Planning and Development Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation); and
  • determine any long-term incentive component of each designated senior executive’s compensation based on awards given to such executive in past years, the Company’s performance, shareholder return and the value of similar incentive awards relative to such targets at comparable companies and such other factors as the Management Planning and Development Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation).
  • The Management Planning and Development Committee may delegate to the Chairman of the Management Planning and Development Committee or, in his/her absence, to one or more of its other members, the authority to make grants and awards of stock rights or options to any non-Section 16 officer of the Company under such of the Company’s incentive-compensation or other equity-based plans as the Management Planning and Development Committee deems appropriate and in accordance with the terms of such plans.
  • The Management Planning and Development Committee shall, in consultation with the other independent directors of the Company, evaluate and then present its evaluation of the performance of the senior management of the Company to the full Board.

Director Compensation

The Management Planning and Development Committee shall review the compensation arrangements (including equity-based compensation) for the Company’s directors. Changes in Board compensation, if any, should come at the recommendation of the Management Planning and Development Committee, but with full discussion and concurrence by the Board.

Management Succession

The Management Planning and Development Committee shall, in consultation with the Company’s CEO, periodically review the Company’s management succession planning for executive officer positions including: policies for CEO selection and succession in the event of the incapacitation, retirement or removal of the CEO; evaluations of, and development plans for, any potential successors to the CEO and executive officers generally; and development and succession plans for high potential employees.

Diversity

The Management Planning and Development Committee shall periodically review the Company's efforts to promote diversity in its workforce.

Disclosure

The Management Planning and Development Committee shall prepare the Compensation Committee Report required by SEC rules to be included in the Company’s annual proxy statement. The Committee shall review and discuss the Company’s Compensation Disclosure and Analysis as required by SEC rules (“CD&A”) with management and provide a recommendation to the Board regarding the inclusion of the CD&A within the Company’s proxy statement.

Reporting to the Board

  • The Management Planning and Development Committee shall report to the Board periodically. This report shall include a review of any recommendations or issues that arise with respect to Company compensation and benefits policies, executive compensation, management succession planning and any other matters that the Management Planning and Development Committee deems appropriate or is requested to be included by the Board.
  • At least annually, the Management Planning and Development Committee shall evaluate its own performance and report to the Board on such evaluation.
  • The Management Planning and Development Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Board.

Risk Assessment

The Management Planning and Development Committee shall review and assess risks arising from the Company’s compensation policies and practices for its employees and whether any such risks are reasonably likely to have a material adverse effect on the Company.

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Authority

The Management Planning and Development Committee has the sole authority to retain and terminate any advisor, including any legal advisor or compensation consultant assisting the Management Planning and Development Committee in the evaluation of director, CEO or senior executive compensation, and has sole authority to approve all such advisor’s fees and other retention terms.

The Management Planning and Development Committee may delegate its authority to subcommittees or the Chairman of the Management Planning and Development Committee when it deems appropriate and in the best interests of the Company.

The Management Planning and Development Committee may delegate its authority hereunder relating to employees other than executive officers and directors, to the extent it deems appropriate and consistent with law and customary practice, and may otherwise fully delegate authority relating to matters it deems to be ministerial.

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Procedures

The Management Planning and Development Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter. The Chairman of the Management Planning and Development Committee, in consultation with the other committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this charter. The Management Planning and Development Committee shall maintain minutes of its meetings and make available copies of such minutes to the Board. The Secretary of the Company shall maintain copies of all minutes as permanent records of the Company. No senior executive should attend that portion of any meeting where such executive’s performance or compensation is discussed, unless specifically invited by the Management Planning and Development Committee.

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