TO: John WardleUniversal American Corp. • January 6th, 2011 • Hospital & medical service plans
Universal American Corp. (“UAM”) has entered into an Agreement and Plan of Merger among UAM, CVS Caremark Corporation (“CVS”) and a merger subsidiary formed by CVS (the “Merger Agreement”), pursuant to which UAM will become a direct or indirect wholly owned subsidiary of CVS (the “Merger”) effective as of the Effective Time, as defined in the Merger Agreement (the “Effective Time”). You, CVS and UAM hereby agree that from and after the Effective Time you will continue your employment with UAM or its successor pursuant to the terms provided in this cover letter and the attached Term Sheet, which is incorporated herein by reference (the “Term Sheet”). Effective as of the Effective Time the agreement embodied in the Term Sheet shall supersede and replace your existing employment agreement with UAM dated March 7, 2008 (as amended) and any and all equity award agreements pertaining to any equity awards you hold as of the Effective Time under any equity award plans or programs of UAM. The Te
