WALGREEN CO. $1,000,000,000 5.25% Notes due 2019 Underwriting AgreementUnderwriting Agreement • January 13th, 2009 • Walgreen Co • Retail-drug stores and proprietary stores • New York
Walgreen Co., an Illinois corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Banc of America Securities LLC, Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated are acting as representatives (the “Representatives”), $1,000,000,000 principal amount of its 5.25% Notes due 2019 (the “Securities”). The Securities will be issued pursuant to a base indenture dated as of
WALGREEN CO. $550,000,000 Floating Rate Notes due 2014 $750,000,000 1.000% Notes due 2015 $1,000,000,000 1.800% Notes due 2017 $1,200,000,000 3.100% Notes due 2022 $500,000,000 4.400% Notes due 2042 Underwriting AgreementUnderwriting Agreement • September 13th, 2012 • Walgreen Co • Retail-drug stores and proprietary stores • New York
Walgreen Co., an Illinois corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (the “Representatives”), the principal amount of each of its debt securities identified in Schedule 1 hereto (collectively, the “Securities”). The Securities will be issued pursuant to a base indenture dated as of July 17, 2008 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a resolution of the board of directors of the Company and set forth in an officers’ certificate (the “Supplemental Terms,” and together with the Base Indenture, the “Indenture”).
TERM LOAN CREDIT AGREEMENT DATED AS OF NOVEMBER 10, 2014 AMONG WALGREEN CO., WALGREENS BOOTS ALLIANCE, INC., THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH...Term Loan Credit Agreement • November 12th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • London
This Term Loan Credit Agreement, dated as of November 10, 2014, is among WALGREEN CO., an Illinois corporation (“Walgreens”), WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation (“Walgreens Boots Alliance”), the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01) and BANK OF AMERICA, N.A., as Administrative Agent.
ContractNote • November 18th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • New York
THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
AMERISOURCEBERGEN SHAREHOLDERS AGREEMENT Dated as of March 18, 2013Shareholder Agreement • March 20th, 2013 • Walgreen Co • Retail-drug stores and proprietary stores • Delaware
SHAREHOLDERS AGREEMENT, dated as of March 18, 2013 (this “Agreement”), among (i) AmerisourceBergen Corporation, a Delaware corporation (the “Company”), (ii) Walgreen Co., an Illinois corporation (“Walgreens”), and (iii) Alliance Boots GmbH, a private limited liability company incorporated under the laws of Switzerland (“Alliance Boots”).
WALGREEN CO. EXECUTIVE STOCK OPTION PLAN - STOCK OPTION AGREEMENTStock Option Agreement • October 25th, 2011 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This document (referred to below as this “Agreement” or this “Option Agreement”) spells out the terms and conditions of the stock option granted by Walgreen Co., an Illinois corporation (the “Company”), to the individual employee designated above (the “Employee”) pursuant to the Walgreen Co. Executive Stock Option Plan (the “Plan”) on and as of the Date of Grant designated above. Except as otherwise defined herein, capitalized terms used in this Option Agreement have the respective meanings set forth in the Plan. The Plan, as in effect on the date of this Option Agreement and as it may be amended from time to time, is incorporated in this Option Agreement by reference, and all rights granted by this Option Agreement are subject to the terms and conditions of the Plan.
ContractGlobal Security Note • September 13th, 2012 • Walgreen Co • Retail-drug stores and proprietary stores • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
CREDIT AGREEMENT DATED AS OF JULY 23, 2012 AMONG WALGREEN CO., as the Borrower THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and...Credit Agreement • July 26th, 2012 • Walgreen Co • Retail-drug stores and proprietary stores • New York
This Credit Agreement, dated as of July 23, 2012, is among WALGREEN CO., an Illinois corporation, the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01), BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as an L/C Issuer. This Credit Agreement replaces the Existing Credit Agreement and shall constitute the “Five Year Credit Agreement” or the “Facility B Credit Agreement”, as applicable, for purposes of the Facility A Credit Agreement (as defined below). The parties hereto agree as follows:
AGREEMENT AND PLAN OF MERGER AMONG WALGREEN CO., PUTTER ACQUISITION SUB, INC. AND I-TRAX, INC. Dated as of March 14, 2008Merger Agreement • March 17th, 2008 • Walgreen Co • Retail-drug stores and proprietary stores • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of March 14, 2008, among Walgreen Co., an Illinois corporation (the “Buyer”), Putter Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer (“Acquisition Sub”), and I-trax, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO EMPLOYMENT CONTRACT OF L. D. JORNDT: Pursuant to the authority and direction of the Board of Directors of Walgreen Co., upon execution by the respective parties of the following Consulting and Non-Competition Agreement, the terms and...Consulting and Non-Competition Agreement • April 9th, 2003 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
THIS AGREEMENT, dated this 10th day of October, 2002, by and between WALGREEN CO., an Illinois corporation (the "Company"), and L. Daniel Jorndt of Northbrook, Illinois (the "Consultant").
WALGREEN CO. LONG-TERM PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 6th, 2009 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This document (referred to below as the “Agreement” or the “Award Agreement”) spells out the terms and conditions of the Restricted Stock Unit Award provided by Walgreen Co., an Illinois corporation (the “Company”), to the individual employee designated above (the “Employee”) pursuant to the Walgreen Co. Long-Term Performance Incentive Plan and related plan documents (the “Plan”) on and as of the Award Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan.
ContractGlobal Security Note • November 20th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • New York
THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
LIMITED LIABILITY COMPANY AGREEMENT OF WAB HOLDINGS LLCLimited Liability Company Agreement • April 15th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • Delaware
Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company (the “Walgreens Party”), and Alliance Boots Luxembourg S.à.r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (the “AB Party”), are executing this LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) of WAB Holdings LLC, a Delaware limited liability company (the “Company”), dated as of March 18, 2013 (the “Effective Date”).
WALGREEN CO. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 14th, 2013 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This document (referred to below as this “Agreement”) spells out the terms and conditions of the Restricted Stock Unit Award (the “Award”) granted to you by Walgreen Co., an Illinois corporation (the “Company”), pursuant to the Walgreen Co. 2013 Omnibus Incentive Plan (the “Plan”) on and as of the Grant Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan. The Plan, as it may be amended from time to time, is incorporated into this Agreement by this reference.
WALGREEN CO. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • August 8th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This document (referred to below as this “Agreement”) spells out the terms and conditions of the stock option (the “Option”) granted to you by Walgreen Co., an Illinois corporation (the “Company”), pursuant to the Walgreen Co. 2013 Omnibus Incentive Plan (the “Plan”) on and as of the Grant Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan. The Plan, as in effect on the date of this Agreement and as it may be amended from time to time, is incorporated into this Agreement by this reference.
WALGREEN CO. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 24th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This document (referred to below as this “Agreement”) spells out the terms and conditions of the Restricted Stock Unit Award (the “Award”) granted to you by Walgreen Co., an Illinois corporation (the “Company”), pursuant to the Walgreen Co. 2013 Omnibus Incentive Plan (the “Plan”) on and as of the Grant Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan. The Plan, as it may be amended from time to time, is incorporated into this Agreement by this reference.
WALGREEN CO. LONG-TERM PERFORMANCE INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • October 19th, 2012 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This document (referred to below as the “Agreement” or the “Award Agreement”) spells out the terms and conditions of the Restricted Share Unit Award provided by Walgreen Co., an Illinois corporation (the “Company”), to the individual employee designated above (the “Employee”) pursuant to the Walgreen Co. Long-Term Performance Incentive Plan and related plan documents (the “Plan”) on and as of the Award Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan.
Retirement Agreement and Release for Robert ZimmermanRetirement Agreement • July 1st, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This Retirement Agreement and Release ("Agreement") is entered into between Robert Zimmerman ("Bob," "I" or "Employee") and Walgreen Co., its parents, subsidiaries, affiliated companies, predecessors, successors and assigns ("Walgreens" or the "Company"), describing the application of certain compensation, benefits, and other terms and conditions in connection with Bob's retirement from the Company. The parties agree as follows:
Retirement Agreement and Release for Kermit CrawfordRetirement Agreement • August 8th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This Retirement Agreement and Release (“Agreement”) is entered into between Kermit Crawford (“”I” or “Employee”) and Walgreen Co., its parents, subsidiaries, affiliated companies, predecessors, successors and assigns (“Walgreens” or the “Company”), describing the application of certain compensation, benefits, and other terms and conditions in connection with Employee’s retirement from the Company. The parties agree as follows:
ContractGuarantee Agreement • November 20th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • New York
GUARANTEE AGREEMENT, dated as of November 20, 2014 (as amended from time to time, this “Guarantee Agreement”), made by Walgreen Co., an Illinois corporation (the “Guarantor”), in favor of (a) the Holders of (i) £400,000,000 of 2.875% Notes due 2020, (ii) £300,000,000 of 3.600% Notes due 2025 and (iii) €750,000,000 of 2.125% Notes due 2026 (collectively, the “Notes”), in each case, of Walgreens Boots Alliance, Inc., a Delaware corporation (the “Company”), (b) Wells Fargo Bank, National Association (together with its successors and assigns, the “Trustee”), as trustee under the Indenture (as defined below; unless otherwise defined herein, capitalized term shall have the meanings assigned to them in the Indenture) with respect to the Notes and (c) Deutsche Bank Trust Company Americas, in its capacity as paying agent for the Notes (together with its successors and assigns, the “Paying Agent”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 30th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores
This AMENDMENT NO. 2, dated as of December 29, 2014 (this “Amendment”), to the Agreement and Plan of Merger, dated as of October 17, 2014, as amended December 23, 2014 (the “Reorg Merger Agreement”), is made by and among Walgreen Co., an Illinois corporation (the “Company”), Ontario Merger Sub, Inc., an Illinois corporation and indirect wholly owned subsidiary of the Company and direct wholly owned subsidiary of HoldCo (“Merger Sub”) (the Company and Merger Sub, when referred to individually, each a “Constituent Corporation” and when referred to collectively, “Constituent Corporations”), and Walgreens Boots Alliance, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“HoldCo”).
REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 10, 2014 AMONG WALGREEN CO., WALGREENS BOOTS ALLIANCE, INC., THE LENDERS AND L/C ISSUERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER...Revolving Credit Agreement • November 12th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • London
This Revolving Credit Agreement, dated as of November 10, 2014, is among WALGREEN CO., an Illinois corporation (“Walgreens”), WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation (“Walgreens Boots Alliance”), the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01), the L/C Issuers (as defined below) and BANK OF AMERICA, N.A., as Administrative Agent. The parties hereto agree as follows:
ContractIndenture • July 17th, 2008 • Walgreen Co • Retail-drug stores and proprietary stores • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
AMENDMENT NO. 1 TO PURCHASE AND OPTION AGREEMENT AND WALGREEN CO. SHAREHOLDERS AGREEMENTPurchase and Option Agreement • August 6th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores
This AMENDMENT NO. 1, dated as of August 5, 2014 (this “Amendment”), to (i) the Purchase and Option Agreement, dated as of June 18, 2012 (the “Purchase Agreement”), is made by and among Walgreen Co., an Illinois corporation (“Buyer”), Alliance Boots GmbH, a private limited liability company incorporated under the laws of Switzerland, having its registered office at Untermattweg 8, 3027, Bern, Switzerland and registered in the Register of Commerce and Companies of the Canton of Bern under No. CH-170.4.007-953-1 (the “Company”), AB Acquisitions Holdings Limited, a private limited liability company incorporated under the laws of Gibraltar, having its registered office at 57/63 Line Wall Road, Gibraltar and registered under No. 98476 (the “Seller”) and Walgreen Scotland Investments LP, a limited partnership established in Scotland under the Limited Partnerships Act 1907 and an indirect wholly owned subsidiary of Buyer (“Walgreen Scotland”) and (ii) the Walgreen Co. Shareholders Agreement,
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 20th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This Agreement and Plan of Merger (this "Agreement"), dated as of October 17, 2014, is made by and among Walgreen Co., an Illinois corporation (the "Company"), Ontario Merger Sub, Inc., an Illinois corporation and indirect wholly owned subsidiary of the Company and direct wholly owned subsidiary of HoldCo ("Merger Sub") (the Company and Merger Sub, when referred to individually, each a "Constituent Corporation" and when referred to collectively, "Constituent Corporations"), and Walgreens Boots Alliance, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company ("HoldCo").
WALGREEN CO. SHAREHOLDERS AGREEMENT Dated as of August 2, 2012Shareholder Agreement • August 6th, 2012 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
SHAREHOLDERS AGREEMENT, dated as of August 2, 2012 (this “Agreement”), among (i) Walgreen Co., an Illinois corporation (the “Company”), (ii) Stefano Pessina (“SP”), (iii) KKR Sprint (European II) Limited, KKR Sprint (2006) Limited and KKR Sprint (KPE) Limited, each of which is an exempted limited company organized under the laws of the Cayman Islands (each an “Initial KKR Investor” and collectively, the “Initial KKR Investors”), (iv) Alliance Santé Participations S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg (together with SP, the “Initial SP Investors” and the Initial SP Investors, together with the Initial KKR Investors, the “Initial Primary Investors”), (v) each of the Persons becoming a party to this Agreement as an “Initial Other Investor” by executing a joinder to this Agreement pursuant to the terms herein and Section 7.16 of the Purchase Agreement (each Person described in this clause (v), an “Initial Other Investor” and, together with the In
Retirement and Non-Competition AgreementRetirement and Non-Competition Agreement • October 17th, 2008 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This Agreement is made between Jeffrey A. Rein (“Rein”) and Walgreen Co., an Illinois Corporation (“Walgreens” or the “Company”), describing the application of certain compensation, benefits and other terms and conditions in connection with Rein’s retirement from Walgreens. This Agreement is effective as of October 10, 2008, and it supersedes any and all prior agreements, proposals and understandings between Rein and Walgreens, including but not limited to Rein’s change in control Employment Agreement dated April 11, 1996.
Agreement and ReleaseRelease Agreement • June 27th, 2011 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This Agreement and Release (“Agreement”) is entered into between the undersigned employee (“Employee”) and Walgreen Co., its parents, subsidiaries, affiliated companies, predecessors, successors and assigns (“Walgreens” or the “Company”), who agree as follows:
FRAMEWORK AGREEMENT Dated March 18, 2013 by and among AMERISOURCEBERGEN CORPORATION, WALGREEN CO. and ALLIANCE BOOTS GMBHFramework Agreement • March 20th, 2013 • Walgreen Co • Retail-drug stores and proprietary stores • Delaware
FRAMEWORK AGREEMENT, dated March 18, 2013 (this “Agreement”), by and among AmerisourceBergen Corporation, a Delaware corporation (the “Company”), Walgreen Co., an Illinois corporation (“Walgreens”), and Alliance Boots GmbH, a private limited liability company incorporated under the laws of Switzerland, having its registered office at Baarerstrasse 94, CH 6300 Zug, Switzerland and registered in the Register of Commerce and Companies of the Canton of Zug under No.CH-170.4.007.953.1 (“Alliance Boots”).
Assignment Agreement (the "Agreement")Assignment Agreement • March 27th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
have entered into the following Assignment Agreement (hereinafter called the "Agreement") concerning the terms and conditions of the Assignee's assignment to Switzerland
SUPPORT AGREEMENTSupport Agreement • July 3rd, 2007 • Walgreen Co • Retail-drug stores and proprietary stores • Delaware
This SUPPORT AGREEMENT (this “Agreement”), is dated as of July 2, 2007, by and among WALGREEN CO., an Illinois corporation (the “Buyer”), BISON ACQUISITION SUB INC., a Delaware corporation and a wholly owned subsidiary of the Buyer (“Acquisition Sub”), and the stockholders listed on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”).
Walgreen Co. Rewiring for Growth Salary Continuation Plan Salary Grade 18 and Above Voluntary Group Separation and Release AgreementSeparation and Release Agreement • June 30th, 2009 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This Separation and Release Agreement (“Agreement”) is entered into between the undersigned employee (“Employee”) and Walgreen Co., its parents, subsidiaries, affiliated companies, predecessors, successors and assigns ("Walgreens" or the "Company"), who agree as follows:
WALGREEN CO. LONG-TERM PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 30th, 2008 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This document (referred to below as the “Agreement” or the “Award Agreement”) spells out the terms and conditions of the Restricted Stock Award provided by Walgreen Co., an Illinois corporation (the “Company”), to the individual employee designated above (the “Employee”) pursuant to the Walgreen Co. Long-Term Performance Incentive Plan and related plan documents (the “Plan”) on and as of the Award Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan.
ContractNote • November 20th, 2014 • Walgreen Co • Retail-drug stores and proprietary stores • New York
THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
WALGREEN CO. LONG-TERM PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 26th, 2010 • Walgreen Co • Retail-drug stores and proprietary stores • Illinois
This document (referred to below as the “Agreement” or the “Award Agreement”) spells out the terms and conditions of the Restricted Stock Unit Award provided by Walgreen Co., an Illinois corporation (the “Company”), to the individual employee designated above (the “Employee”) pursuant to the Walgreen Co. Long-Term Performance Incentive Plan and related plan documents (the “Plan”) on and as of the Award Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan.
