8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

___________________

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  December 21, 2009
CVS CAREMARK CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware	001-01011	05-0494040
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One CVS Drive Woonsocket, Rhode Island		02895
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:  (401) 765-1500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
___________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.                    Other Events.

On December 21, 2009, CVS Caremark Corporation (the “Company”) announced that it has hired Per G.H. Lofberg to be Executive Vice President, CVS Caremark Corporation and President, Pharmacy Benefit Services.  Mr. Lofberg, currently the founder, President and Chief Executive Officer of Generation Health, Inc. (“Generation Health”) will begin his duties on January 4, 2010.

Pursuant to his employment contract with the Company, Mr. Lofberg will receive an annual base salary of $900,000, and will have an annual bonus opportunity under the Company’s Management Incentive Plan (“MIP”) of 130% of salary.  He will be eligible to participate in the Company’s stock option and restricted stock unit programs and will have an annual target grant value of $2,000,000, divided equally between options and restricted stock units.  In addition, he will receive a long term incentive award covering the period January 1, 2010 through December 31, 2012 with a target award value of $3,000,000.  The awards noted above will be governed by the Company’s 1997 Incentive Compensation Plan, the 2007 Incentive Plan, the MIP, Long-Term Incentive Plan (“LTIP”) and applicable stock option and restricted stock unit grant agreements.

In addition, Mr. Lofberg will be entitled to participate in the Company’s Partnership Equity Program (“PEP”), and will be credited with an initial investment of $1,500,000.  This amount will be notionally invested in common stock units of the Company.  In connection with this initial pretax investment, under the terms of the PEP, Mr. Lofberg will be entitled to a notional Company matching contribution of an equal amount of notional restricted common stock units, and will be entitled to a stock option grant covering a number of shares equal to ten times the aggregate number of notional shares resulting from his notional investment.

If Mr. Lofberg’s employment is terminated by the Company without “cause” or by Mr. Lofberg for “good reason”, as such terms are defined in his employment agreement, prior to December 31, 2012, he shall be entitled to severance compensation, consisting of continued salary for 12 months, a pro rata annual bonus for the year in which employment termination occurs and continued participation in medical and health insurance programs pursuant to COBRA for 12 months or until he receives coverage under the plans of a subsequent employer, if earlier.  Mr. Lofberg’s entitlement to severance benefits is conditioned on his signing a release and continued compliance with the restrictive covenants described below.  Upon termination of employment, Mr. Lofberg’s equity awards, pro rata annual bonus (MIP), LTIP and PEP awards shall be governed by the terms of such plans and equity grant agreements.

Mr. Lofberg will also enter into a Change in Control Agreement with the Company in the same form as that to which the Company and its other senior executives are parties (the “CIC Agreement”).  In the event of a “change in control” of the Company, as defined in the CIC Agreement, his employment agreement with the Company will immediately terminate.

Mr. Lofberg’s employment agreement obligates him to observe noncompetition and nonsolicitation covenants for 24 months following his termination of employment.  The agreement also includes covenants relating to confidentiality, assignment of rights to intellectual property and cooperation in legal and regulatory proceedings involving the Company.

Concurrently with the Company’s hiring of Mr. Lofberg, the Company will make an additional equity investment in Generation Health and all of Mr. Lofberg’s interest in Generation Health will be bought out.  The Lofberg Family Partnership LP will receive $5,213,330 in consideration of the sale of its entire interest in Generation Health.

Mr. Lofberg, age 62, has been Chief Executive Officer of Generation Health since November 2008.  Prior to forming Generation Health, from January 2001 to July 2008 Mr. Lofberg was President and CEO of Merck Capital Ventures, LLC, a venture capital investment company funded primarily by Merck & Co. (“Merck”) to invest in emerging technologies and services that improve efficiency of core functions in the pharmaceutical industry.  From 1993 to 2000 Mr. Lofberg was Chairman of Merck-Medco Managed Care, LLC, which was then a wholly-owned subsidiary of Merck and the largest provider of prescription benefit management services in the United States.

The Company’s related press releases are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference in their entirety.

Item 9.01.	Financial Statements and Exhibits
(d)	Exhibits
Exhibit
Number	Description
99.1	Press release of the Company dated December 21, 2009.
99.2	Press release of the Company and Generation Health dated December 21, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		CVS CAREMARK CORPORATION (Registrant)
Date:	December 24, 2009	By:	/s/ David M. Denton
			Name:	David M. Denton
			Title:	Senior Vice President – Finance and Controller

EX-99.1

EXHIBIT 99.1

Media Contact:	Investor Contact:
Eileen Howard Dunn	Nancy Christal
CVS Caremark	CVS Caremark
Senior Vice President	Senior Vice President
Corporate Communications	Investor Relations
(401) 770-4561	(914) 722-4704

FOR IMMEDIATE RELEASE

CVS Caremark Appoints Per Lofberg President of PBM Business

New President Brings Experience, History of Innovation

WOONSOCKET, R.I., December 21, 2009—CVS Caremark (NYSE: CVS) today announced the appointment of Per G.H. Lofberg as president of its pharmacy benefit management business (PBM), effective January 4, 2010.

Lofberg has more than 30 years experience in health care and the PBM industry including the role of Chairman for Merck-Medco Managed Care LLC, which later became Medco Health Solutions. He currently serves as President and CEO of Generation Health Inc., a strategic partner with CVS Caremark focused on expanding pharmacogenomic clinical and testing services for customers.

“Per is widely respected in the PBM and health care industry. He brings a wealth of experience in working with key clients to understand the needs of the marketplace and produce meaningful results.  His expertise, along with his demonstrated ability to execute growth strategies, makes him the perfect person to guide our PBM in the evolving health care environment,” noted Tom Ryan, Chairman, President and CEO of CVS Caremark.

Prior to launching Generation Health, Lofberg was Co-Founder and CEO of Merck Capital Ventures, a venture capital company primarily funded by Merck to invest in emerging health care technologies. Lofberg also spent 15 years with Boston Consulting Group (BCG) in Boston, New York and Munich, West Germany. He was partner-in-charge of BCG’s New York Office and headed the company’s worldwide health care practice.

Lofberg said he is looking forward to the opportunities and challenges of running one of the nation’s largest PBMs. “CVS Caremark’s corporate resources and its leadership position as the country’s largest provider of pharmacy services offers a tremendous platform for innovation and growth in our complex and challenging health care system,” he said.

Lofberg has an M.S. from the Graduate School of Industrial Administration at Carnegie Mellon in Pittsburgh and an undergraduate degree from the Stockholm School of Economics in Sweden.

About CVS Caremark

CVS Caremark is the largest provider of prescriptions in the nation. The Company fills or manages more than 1 billion prescriptions annually. Through its unmatched breadth of service offerings, CVS Caremark is transforming the delivery of health care services in the U.S. The Company is uniquely positioned to effectively manage costs and improve health care outcomes through its more than 7,000 CVS/pharmacy and Longs Drugs stores; its Caremark Pharmacy Services division (pharmacy benefit management, mail order and specialty pharmacy); its retail-based health clinic subsidiary, MinuteClinic; and its online pharmacy, CVS.com. General information about CVS Caremark is available through the Investor Relations section of the Company’s Web site, at www.cvscaremark.com/investors, as well as through the press room section of the Company’s Web site, at www.cvscaremark.com/newsroom.

EX-99.2

EXHIBIT 99.2

Contacts:

Jon Sandberg	Jeff Marrazzo
Corporate Communications	Director, Business Development
CVS Caremark	Generation Health
401-770-4914	201-820-3455
Nancy Christal	Glen Silver
Senior Vice President	Chamberlain Healthcare Public Relations
Investor Relations, CVS Caremark	Vice President, Media Services
914-722-4704	212-884-0646

FOR IMMEDIATE RELEASE

CVS Caremark Increases Investment in Generation Health

Company strengthens its commitment to personalized medicine

WOONSOCKET, R.I. and UPPER SADDLE RIVER, N.J., December 21, 2009—CVS Caremark (NYSE: CVS), the nation’s largest pharmacy health care provider today said it is taking an increased ownership interest in Generation Health, Inc., a genetic benefit management company (GBM). The two companies last month announced a strategic partnership to expand pharmacogenomic (PGx) clinical and testing services for CVS Caremark pharmacy benefit management (PBM) clients to improve care for patients who either are non-responsive to their medications or who have adverse reactions. The announcement today illustrates CVS Caremark’s intent to further strengthen its work on applying pharmacogenomic medicine to its benefit management product suite.

“With this additional investment in Generation Health we are accelerating our commitment to personalized medicine and making genomic benefit management an integral part of our PBM offering,” said Tom Ryan, Chairman, President and CEO of CVS Caremark. “We believe there will be a growing opportunity to tailor pharmaceutical treatment to patients based on genetic patterns. This investment expands our clinical capabilities to improve pharmacy health care and is consistent with our integrated approach to help save payors and patients time and money while improving health outcomes.”

The pharmacogenomic clinical services resulting from the strategic partnership are expected to be introduced to CVS Caremark’s PBM clients in the second quarter of 2010.

Generation Health will continue to operate as an independent, separate business from CVS Caremark offering a full range of GBM services to health care payers. CVS Caremark will have financial and strategic ties to the company, and will be represented on its board of directors.

Rick Schatzberg, a company co-founder, will become Generation Health’s president and CEO and will serve as a member of the company’s Board of Directors, replacing Per Lofberg, who was named president of CVS Caremark’s PBM business today. Lofberg will also continue to serve on Generation Health’s Board of Directors. Financial details of CVS Caremark’s additional investment in Generation Health were not disclosed.

About CVS Caremark

CVS Caremark is the largest provider of prescriptions in the nation. The Company fills or manages more than 1 billion prescriptions annually. Through its unmatched breadth of service offerings, CVS Caremark is transforming the delivery of health care services in the U.S. The Company is uniquely positioned to effectively manage costs and improve health care outcomes through its more than 7,000 CVS/pharmacy and Longs Drugs stores; its Caremark Pharmacy Services division (pharmacy benefit management, mail order and specialty pharmacy); its retail-based

health clinic subsidiary, MinuteClinic; and its online pharmacy, CVS.com. General information about CVS Caremark is available through the Investor Relations section of the Company’s Web site, at cvscaremark.com/investors, as well as through the press room section of the Company’s Web site, at cvscaremark.com/newsroom.

About Generation Health

Generation Health provides a clinical and economic framework for harnessing the burgeoning field of genomic medicine in pursuit of quality health outcomes. This framework includes evaluation of clinical evidence to determine clinical utility; cost and outcome models to support evidence for reimbursement; a Best TestTM laboratory network to manage the rapid growth of testing costs for payors; data and analytics to review gaps in care among patients; and outreach programs to ensure thorough communications between patients, physicians and pharmacists. Generation Health, a privately owned company, was established in November 2008 with funding from its founders and Highland Capital Partners, one of the country’s leading venture capital organizations with a strong history and commitment to innovation in health care and life sciences. General information about Generation Health is available on the Company’s website, at www.mygenerationhealth.com.