EXHIBIT 10.7
Amendment of Certain Outstanding Award Agreements for Long-Term Incentive Awards Granted during FY 2018
WHEREAS, the Company maintains the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan (the “Omnibus Plan”);
WHEREAS, pursuant to Section 4.01(h) of the Omnibus Plan, the Committee has the authority to adopt amendments to award agreements issued thereunder;
WHEREAS, with the exception of the form of award agreement for stock option grants made under the UKSub-Plan of the Omnibus Plan, the forms of award agreement for grants made under the Omnibus Plan during FY 2018 provide that applicable tax withholding obligations will be satisfied by withholding from the shares of stock to be delivered upon settlement of the award;
WHEREAS, the Committee desires to permit the Company and/or an Omnibus Plan participant’s employer or agent to accept a cash payment from a participant to covertax-related items that are required to be withheld.
NOW, THEREFORE, BE IT:
RESOLVED, that, with the exception of award agreements for stock option grants made under the UKSub-Plan of the Omnibus Plan, the award agreements for grants made under the Omnibus Plan during FY 2018 shall be amended to add the following new sentence at the end of the first paragraph of subsection (b) in the award agreement section titled “Responsibility for Taxes; Tax Withholding”:
“Notwithstanding the foregoing, if you are a Section 16 officer of the Company under the Exchange Act at the time of any applicable tax withholding event, you may make a cash payment to the Company, your Employer or its agent to cover theTax-Related Items that the Company or your Employer may be required to withhold or account for as a result of your participation in the Plan. If you are not a Section 16 officer of the Company at the time of any applicable tax withholding event, the Company and/or your Employer may (in its sole discretion) allow you to make a cash payment to the Company, your Employer or its agent to cover suchTax-Related Items.
FURTHER RESOLVED, that the Committee hereby authorizes and directs the Authorized Persons to take such action to implement the amended award agreements, with such immaterial amendments or modifications to such documents as such Authorized Persons may approve, the execution and delivery of such documents by such Authorized Person to be deemed conclusive evidence that the Committee and the Company have approved such documents.