BUSINESS LOAN AGREEMENT This Agreement dated as of November 26, 1997, is between Bank of America National Trust and Savings Association (the "Bank") and Longs Drug Stores California, Inc. (the "Borrower"). 1. LINE OF CREDIT AMOUNT AND TERMS 1.1 LINE...Business Loan Agreement • April 16th, 1998 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
CREDIT AGREEMENT Dated as of October 14, 1999 AmongCredit Agreement • April 13th, 2000 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
AMENDMENT NUMBER ONE TO RIGHTS AGREEMENTRights Agreement • December 11th, 2000 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores
W I T N E S S E T H:Agreement • December 6th, 1996 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 12th, 2004 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this day of , (“Agreement”), by and between Longs Drug Stores Corporation, a Maryland corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 12, 2001 among LONGS DRUG STORES CALIFORNIA, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, FLEET NATIONAL BANK, as Syndication Agent and L/C...Credit Agreement • December 7th, 2001 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement"), dated as of October 12, 2001, is among LONGS DRUG STORES CALIFORNIA, INC., a California Corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, and FLEET NATIONAL BANK, as Syndication Agent and L/C Issuer.
LONGS DRUG STORES CORPORATION NON-EXECUTIVE LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 2nd, 2005 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores
Longs Drug Stores Corporation (the “Company”) desiring to provide you, <<Name>>, with a proprietary interest in the success of the Company and its subsidiaries, and an incentive to continue to perform services with the Company or a Subsidiary thereof, hereby grants, as of <<Date>>, and you hereby accept, subject to all the terms and conditions of this Agreement, <<Shares>> restricted shares of the Common Shares of the Company (the “Award”). This Award is subject to the Longs Drug Stores Corporation Non-Executive Long-Term Incentive Plan, which is incorporated herein by this reference, and the following terms and conditions:
CONFIDENTIAL SEPARATION AGREEMENTSeparation Agreement • April 18th, 2003 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
THIS SEPARATION AGREEMENT (this “Agreement”), is made between James Famini (“Employee”) and Longs Drug Stores Corporation, a Maryland corporation (“Longs Corporation”), and Longs Drug Stores California, Inc., a California corporation (“Longs California” and, together with Longs Corporation, “Longs” or the “Company”) and will become effective upon the Effective Date set forth in Section 20.
LONGS DRUG STORES CORPORATIONRestricted Stock Award Agreement • August 22nd, 2007 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores
Longs Drug Stores Corporation (the “Company”) desiring to provide you, [name], with a proprietary interest in the success of the Company and its subsidiaries, and an incentive to continue to perform services as a member of the Board of Directors of the Company, hereby grants, as of [grant date], and you hereby accept, subject to all of the terms and conditions of this Agreement, [#] restricted shares of the Common Stock of the Company (the “Award”). This Award is subject to the Longs Drug Stores Corporation 1995 Long-Term Incentive Plan, as it may be amended from time to time, which is incorporated herein by this reference, and the following terms and conditions:
RETENTION AGREEMENTRetention Agreement • March 19th, 2008 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
THIS RETENTION AGREEMENT (the “Agreement”) is entered into as of [date] (the “Effective Date”), by and between [name] (the “Executive”) and Longs Drug Stores California, Inc., a California corporation (the “Corporation”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2000 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 12th, 2004 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores
This first amendment to the Employment Agreement by and between Warren F. Bryant (the “Executive”), Longs Drug Stores Corporation (the “Corporation”), and Longs Drug Stores California, Inc. (“Longs California”), dated the 30th day of October, 2002 (the “Employment Agreement”), is entered into and effective this 2nd day of March, 2004 (this “First Amendment”).
LONGS DRUG STORES CORPORATIONLongs Drug Stores • December 3rd, 2004 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores
Longs Drug Stores Corporation (the “Company”) desiring to provide you, <<Name>>, with a proprietary interest in the success of the Company and its subsidiaries, and an incentive to continue to perform services with the Company or a Subsidiary thereof, hereby grants, as of <<Date>>, and you hereby accept, subject to all the terms and conditions of this Agreement, <<Shares>> restricted shares of the Common Shares of the Company (the “Award”). This Award is subject to the Longs Drug Stores Corporation 1995 Long-Term Incentive Plan, which is incorporated herein by this reference, and the following terms and conditions:
FIRST AMENDMENT TOPrime Vendor Agreement • June 1st, 2006 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores
This is the first amendment (“Amendment”) to the 2006 Prime Vendor Agreement (“2006 Agreement”) dated March 14, 2006 (“Agreement Effective Date”) between AmerisourceBergen Drug Corporation (“ABDC”) and Longs Drug Stores California, Inc. (“Longs”). This Amendment is effective as of April 19, 2006 (“Amendment Effective Date”).
AMENDED AND RESTATED AGREEMENT FOR TERMINATION BENEFITS IN THE EVENT OF A CHANGE IN CORPORATE CONTROLLongs Drug Stores Corp • August 18th, 2008 • Retail-drug stores and proprietary stores • California
This Amended and Restated Agreement, is made this 12th day of August, 2008, by and between (the “Executive”) and Longs Drug Stores California, Inc., a California corporation (the “Corporation”), and amends and restates the Agreement for Termination Benefits in the Event of a Change in Corporate Control, dated as of the [26th day of June, 2003]1 [11th day of May, 2006]2, between the Executive and the Corporation, as amended the 13th day of November, 2007.
CREDIT AGREEMENT dated as of August 6, 2004 among LONGS DRUG STORES CALIFORNIA, INC. As Borrower The LENDERS Party Hereto, BANK OF AMERICA, N.A. as Administrative Agent and Collateral Agent BANK OF AMERICA, N.A. FLEET NATIONAL BANK as Issuing Banks...Credit Agreement • September 3rd, 2004 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • New York
LONGS DRUG STORES CALIFORNIA, INC., a California corporation, having its principal place of business at 141 North Civic Drive, Walnut Creek, California 94596; and
SEPARATION AGREEMENTSeparation Agreement • June 14th, 2002 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
THIS SEPARATION AGREEMENT (this "Agreement"), is made between Stephen D. Roath ("Roath") and Longs Drug Stores Corporation and Longs Drug Stores California, Inc. (collectively, "Longs" or the "Company") and shall become effective upon the Effective Date set forth in paragraph 18.
SEPARATION AGREEMENTSeparation Agreement • June 16th, 2003 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
THIS SEPARATION AGREEMENT (this “Agreement”), is made between Terry D. Burnside (“Employee”) and Longs Drug Stores Corporation, a Maryland corporation (“Longs Corporation”), and Longs Drug Stores California, Inc., a California corporation (“Longs California” and, together with Longs Corporation, “Longs” or the “Company”) and will become effective upon the Effective Date set forth in Section 19.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2008 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of the 12th day of August, 2008, by and between Warren F. Bryant (the “Executive”), Longs Drug Stores Corporation, a Maryland corporation (the “Parent”), and Longs Drug Stores California, Inc., a California corporation (the “Corporation”), and amends and restates the Employment Agreement, dated as of the 30th day of October, 2002, between the Executive, the Parent and the Corporation, as amended the 2nd day of March, 2004, and as further amended the 13th day of November, 2007.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 1st, 2007 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores
LONGS DRUG STORES CALIFORNIA, INC., a California corporation, having its principal place of business at 141 North Civic Drive, Walnut Creek, California 94596; and
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2008 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
This Second Amendment to Employment Agreement (the “Amendment”) is entered into as of November 13, 2007 (the “Effective Date”), between Warren F. Bryant (the “Executive”), Longs Drug Stores Corporation (the “Corporation”), and Longs Drug Stores California, Inc. (“Longs California”).
Retirement Agreement—General Release and Covenant Not to SueLongs Drug Stores Corp • April 17th, 2002 • Retail-drug stores and proprietary stores • California
This Severance Agreement, General Release and Covenant Not to Sue ("Agreement") is made this 19th day of December, 2001, in the City of Walnut Creek, County of Contra Costa, State of California, between LONGS DRUG STORES CALIFORNIA, INC., hereinafter "Longs" and Dan R. Wilson, hereinafter "Wilson."
AGREEMENT FOR TERMINATION BENEFITS IN THE EVENT OF A CHANGE IN CORPORATE CONTROLChange in Corporate Control • March 19th, 2008 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
This Agreement, made this day of , 200 , by and between [Name] (the “Executive”) and Longs Drug Stores California, Inc., a California corporation (the “Corporation”).
PRIME VENDOR AGREEMENT By and Between AmerisourceBergen Drug Corporation, a Delaware corporation And Longs Drug Stores California, Inc., a California corporationPrime Vendor Agreement • June 1st, 2006 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
This Prime Vendor Agreement (“Agreement”) is made as of March 14, 2006 (“Execution Date”) by AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”), and Longs Drug Stores California, Inc., a California corporation (“Longs”).
AMENDMENT TO SEPARATION AGREEMENTSeparation Agreement • September 16th, 2002 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores
THIS AMENDMENT TO SEPARATION AGREEMENT (this "Amendment"), is made between Stephen D. Roath ("Roath") and Longs Drug Stores Corporation and Longs Drug Stores California, Inc. (collectively, "Longs" or the "Company"), and shall be deemed effective on the Effective Date.
AGREEMENT AND PLAN OF MERGER dated as of August 12, 2008 among LONGS DRUG STORES CORPORATION, CVS CAREMARK CORPORATION and BLUE MERGERSUB CORP.Agreement and Plan of Merger • August 18th, 2008 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • Maryland
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 12, 2008, among Longs Drug Stores Corporation, a Maryland corporation (the “Company”), CVS Caremark Corporation, a Delaware corporation (“Parent”), and Blue MergerSub Corp., a Maryland corporation and a wholly-owned indirect subsidiary of Parent (“Merger Subsidiary”).
LONGS DRUG STORES CORPORATION NON-EXECUTIVE LONG-TERM INCENTIVE PLAN STOCK OPTION AGREEMENTLongs Drug Stores Corporation • December 3rd, 2004 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
THIS AGREEMENT, made as of the [ ] day of [ ] 200 (the “Grant Date”), by and between LONGS DRUG STORES CORPORATION, having its principal office at 141 North Civic Drive, Walnut Creek, California 94596 (the “Company”) and [ ], (the “Optionee”) an employee of Longs Drug Stores California, Inc. (the “Subsidiary”).
AGREEMENT FOR TERMINATION BENEFITS IN THE EVENT OF A CHANGE IN CORPORATE CONTROLChange in Corporate Control • September 12th, 2003 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
This Agreement, made this day of , 20 , by and between (the “Executive”) and Longs Drug Stores California, Inc., a California corporation (the “Corporation”).
LONGS DRUG STORES CORPORATION NON-EXECUTIVE LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • December 3rd, 2004 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores
Longs Drug Stores Corporation (the “Company”) desiring to provide you, <<Name>>, with a proprietary interest in the success of the Company and its subsidiaries, and an incentive to continue to perform services with the Company or a Subsidiary thereof, hereby grants, as of <<Date>>, and you hereby accept, subject to all the terms and conditions of this Agreement, <<Shares>> restricted shares of the Common Shares of the Company (the “Award”). This Award is subject to the Longs Drug Stores Corporation Non-Executive Long-Term Incentive Plan, which is incorporated herein by this reference, and the following terms and conditions:
ContractSecond Amendment Agreement • June 16th, 2003 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
This SECOND AMENDMENT AGREEMENT, dated as of April 30, 2003 (this “Agreement”), is among the parties to that certain Amended and Restated Credit Agreement, dated as of October 12, 2001 (as amended to the date hereof, the “Credit Agreement”), among LONGS DRUG STORES CALIFORNIA, INC., a California corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, and FLEET NATIONAL BANK, as Syndication Agent and L/C Issuer.
PERSONAL IDENTITY THEFT PROTECTION REIMBURSEMENT AGREEMENTReimbursement Agreement • August 27th, 2008 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
This PERSONAL IDENTITY THEFT REIMBURSEMENT AGREEMENT (the “Agreement”) is made and entered into as of this day of , by and between [NAME] (“Executive”) and , a (the “Company”).
AMENDMENT TO RETENTION AGREEMENTRetention Agreement • March 19th, 2008 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
This Amendment to Retention Agreement (the “Amendment”) is entered into as of November 13, 2007 (the “Effective Date”), between (the “Executive”) and Longs Drug Stores California, Inc. (the “Corporation”).
CONFIDENTIAL SEPARATION AGREEMENTSeparation Agreement • April 18th, 2003 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
THIS SEPARATION AGREEMENT (this “Agreement”), is made between Brian Kilcourse (“Employee”) and Longs Drug Stores Corporation, a Maryland corporation (“Longs Corporation”), and Longs Drug Stores California, Inc., a California corporation (“Longs California” and, together with Longs Corporation, “Longs” or the “Company”) and will become effective upon the Effective Date set forth in Section 19.
AMENDMENTEmployment Agreement • September 16th, 2002 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores
That certain Employment Agreement (hereinafter "Agreement") entered into on the 17th of April, 2000, by and between Longs Drug Stores California, Inc., a California corporation (hereinafter "Company") and Steven F. McCann, an individual (hereinafter "McCann") is hereby amended on this 22nd of May, 2002, as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 12th, 2004 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California
This Indemnification Agreement (“Agreement”) is made as of this day of , , by and between Longs Drug Stores California, Inc., a California corporation (the “Company”), and (“Indemnitee”).
