CVS CVS Health Corporation

Exhibit 10.1

CVS Health Corporation

November 17, 2024

Glenview Capital Management, LLC

767 Fifth Avenue, 44th Floor

New York, NY 10153

Attention: Mark Horowitz

Email: mark@glenviewcapital.com

Ladies and Gentlemen:

CVS Health Corporation, a Delaware corporation (the “Company”), and Glenview Capital Management, LLC (together with its Affiliates, “Counterparty” or “you”, and together with the Company, each a “party” and collectively the “parties”) entered into a letter agreement, dated October 11, 2024 (the “Original NDA”), governing the sharing of certain information concerning the Company and its subsidiaries and certain confidentiality and other obligations in connection therewith. In connection with the appointment of the four persons described in the form of press release attached to this agreement as Exhibit A and pursuant to Section 8, including Larry Robbins (the “Glenview Appointee”), to the Board of Directors of the Company (the “Board”), the parties desire to amend and restate the Original NDA in its entirety as set forth herein. In consideration of the covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Original NDA is hereby amended and restated in its entirety as follows:

1. Confidential Information. The Company understands and agrees (for your benefit and for the benefit of the Glenview Appointee) that, subject to the terms of, and in accordance with this agreement, the Glenview Appointee may confidentially disclose information obtained while serving as a member of the Board to you, including your Representatives, and may confidentially discuss such information with such persons, subject to the terms and conditions of this agreement. As a result, you and your Representatives may receive certain non-public information regarding the Company. This information is proprietary to the Company and may include strategic, business or financial planning information, intellectual property, financial results, projections and forecasts or advice received by such parties or individuals from the Company’s attorneys, accountants, consultants or other advisors, trade secrets, information which the Company has obtained from third parties and with respect to which the Company is obligated or expected to maintain confidentiality. You agree to treat, and to cause your Representatives to treat, all information concerning the Company and its subsidiaries that is confidential, non-public or proprietary (whether prepared by the Company, its Affiliates, subsidiaries, Representatives or otherwise, and whether oral, written, electronic or otherwise), including, without limitation, all information the Glenview Appointee learns in his capacity as a director of the Company and all discussions or matters considered in meetings of the Board or Board committees (such information, the “Confidential Information”), in accordance with the provisions of this agreement. For the avoidance of doubt, the term “Confidential Information” includes information ascertained by Counterparty or its Representatives through discussions with directors, employees or other Representatives of the Company, together with all analyses, summaries, notes, forecasts, studies,

data and other documents and materials in whatever form maintained whether prepared by either party or its Representatives or others, which contain or reflect, or are generated from, any such information, including information provided under the Original NDA. For the avoidance of doubt, the existence of this agreement, the entry into and negotiations regarding such agreement and the fact that Confidential Information has been, or may be, made available to Counterparty or its Representatives shall not constitute Confidential Information. Notwithstanding any other provision hereof, the term “Confidential Information” does not include any information that (i) is or becomes available to Counterparty or its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives, provided that such source is not known by Counterparty or such Representative to be bound by confidentiality obligation to the Company that prohibits such disclosure, (ii) is or becomes publicly available other than as a result of disclosure, directly or indirectly, by Counterparty or any of its Representatives, (iii) is already in Counterparty’s or its Representative’s possession prior to being furnished by the Company or its Representatives, provided that such information is not known by Counterparty or such Representative to be subject to a confidentiality obligation to the Company or (iv) is independently acquired and developed by Counterparty or its Representative without use of or reference to the Confidential Information. For purposes of this agreement, the term “Affiliate” (and any plurals thereof) have the meanings ascribed to such terms under Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”) and shall include persons or entities that after the date hereof become Affiliates of any applicable person or entity referred to in this agreement; and the term “Representatives” with respect to a party shall mean such party’s Affiliates and the managing members, principals, partners (other than a partner who is solely a limited partner), directors, officers, general partners, employees and attorneys of such party and of its Affiliates. Counterparty and its Representatives who receive any Confidential Information hereunder shall keep the Confidential Information strictly confidential and shall not disclose, directly or indirectly, any of the Confidential Information in any manner without the prior written consent of the Company except as provided herein. Notwithstanding the foregoing, Counterparty may disclose Confidential Information on a strictly confidential basis to its Representatives (x) who need to know such information for the purpose of advising Counterparty with respect to the Purpose (as defined below), and (y) who are informed by Counterparty of the confidential nature of the Confidential Information and who agree or are obligated to keep such information confidential in accordance with the terms hereof (the “Specified Counterparty Personnel”). Counterparty agrees (1) that the Confidential Information shall be used solely for the purpose of monitoring and managing Counterparty’s investment in the Company (the “Purpose”), and (2) to be responsible for any breach of any of the provisions of this agreement by Counterparty or any of its Representatives (including Specified Counterparty Personnel). In the event that the Company’s legal counsel designates any materials or information provided to the Glenview Appointee as subject to the attorney-client privilege by labeling it “Privileged and Confidential” or otherwise indicating such privilege, then the Glenview Appointee shall not be permitted to share any such information with Counterparty or any of its Representatives unless approved by the Company’s legal counsel. At the request of Counterparty, the Company will consider in good faith commercially reasonable arrangements (including providing redacted copies of materials) that would allow the Glenview Appointee the ability to provide such materials without jeopardizing legal privilege. Notwithstanding anything to the contrary set forth in this agreement, nothing in this agreement shall restrict or limit the ability of Counterparty from engaging in a proxy contest from and after the Sunset Date (as defined below), it being agreed that Counterparty and its Representatives shall be entitled to disclose that portion of (and only such portion of) Confidential Information required to be disclosed by applicable law in order to engage in such a proxy contest.

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2. Non-Disclosure. In the event that Counterparty or any of its Representatives are legally required to disclose any Confidential Information (or to make any disclosure otherwise prohibited hereby) under the terms of a subpoena or order issued by a court or governmental or regulatory body of competent jurisdiction, (a) Counterparty and the Specified Counterparty Personnel agree to, except to the extent prohibited by law, as promptly as practicable notify the Company of the existence, terms and circumstances surrounding such a requirement so that the Company may seek an appropriate protective order or other appropriate remedy at its sole expense and/or consider waiving Counterparty’s or the Specified Counterparty Personnel’s compliance with the provisions of this agreement (and in which event Counterparty shall cooperate with the Company’s reasonable requests, at the Company’s sole expense, in connection with seeking a protective order or other relief to prevent the disclosure of the Confidential Information), and (b) if such protective order or waiver is not obtained and disclosure of such information is legally required on the advice of Counterparty’s outside legal counsel, (x) Counterparty and the Specified Counterparty Personnel agree to exercise reasonable best efforts, at the Company’s request and sole expense, to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information, and (y) Counterparty and the Specified Counterparty Personnel shall be permitted to disclose only that portion of the Confidential Information that is so legally required to be disclosed on the advice of Counterparty’s outside legal counsel, provided that Counterparty and the Specified Counterparty Personnel shall preview with the Company, except to the extent prohibited by law, reasonably prior to making any such disclosure, the specific disclosures that Counterparty and the Specified Counterparty Personnel would make.

3. No Representations or License. Counterparty acknowledges that none of the Company or any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and none of the Company or any of its Representatives shall have any liability to Counterparty or its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom (it being understood that the foregoing shall not be deemed to limit any director’s ability to rely on information provided to such director pursuant to any provision of the General Corporation Law of the State of Delaware, including, without limitation, Section 141(e) thereof). All Confidential Information shall remain the property of the Company, and neither Counterparty nor its Representatives shall by virtue of the Company’s disclosure of and/or Counterparty’s use of any Confidential Information acquire any rights with respect thereto, all of which rights (including any intellectual property rights) shall remain exclusively with the Company.

4. Securities Laws. Counterparty hereby acknowledges that it is aware, and that it will advise its Representatives who become aware of the matters that are the subject of this agreement, that the United States securities laws prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

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5. Return or Destruction. At any time after the date on which the Glenview Appointee no longer serves on the Board, if requested by the Company, Counterparty and its Representatives shall promptly, and in any event within five business days of such request, either (at Counterparty’s option) (a) destroy or cause to be destroyed all Confidential Information in the possession of Counterparty or its Representatives, including all copies thereof, or (b) deliver or cause to be delivered to the Company all Confidential Information in the possession of Counterparty or its Representatives, including all copies thereof. Notwithstanding the foregoing, the obligation to return or destroy Confidential Information shall not cover information that is (i) automatically maintained on routine computer system backup storage devices, (ii) maintained pursuant to bona fide internal document retention policies of Counterparty or its Representatives, or (iii) retained to comply with applicable laws or regulations, in each case as long as such backed-up information is not used, disclosed or otherwise recovered from such backup devices other than by IT or legal compliance personnel. In such event, all oral or retained Confidential Information shall remain subject to the terms of this agreement.

6. Standstill.

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7. Non-Disparagement. Until the Sunset Date, the Company, on the one hand, and Counterparty, on the other hand, shall each refrain from making, and shall cause their Affiliates and Representatives not to make, any statement, whether written or oral and including any statements to stockholders, analysts or representatives of the media, that constitutes an ad hominem attack on, or that otherwise disparages, defames, slanders, impugns or is reasonably likely to damage the reputation of Counterparty or the Company, respectively, or any of their respective Affiliates and Representatives. The foregoing shall not prevent (i) the making of any factual statement in the event that the Company or any of its Representatives or Counterparty or any of its Representatives is required to make that statement by applicable subpoena, legal process or other legal requirement or (ii) to the extent that any party breaches this Section 7, the other party that is the subject of the breaching statement responding factually to such breaching statement. If prior to the Sunset Date the Glenview Appointee, Counterparty or any Specified Counterparty Personnel expect or intend to make any public appearance, presentation or speech that relates in whole or in part to the Company or any of its Affiliates, directors, officers or employees, the Glenview Appointee or Counterparty, as applicable, shall provide to the Company copies of all presentations, scripts and speeches intended to be used during such appearance, presentation or speech reasonably in advance and will incorporate in good faith all reasonable comments provided by the Company thereon.

8. Board of Directors.

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9. Public Announcements. Not later than 8:30 a.m. Eastern Time on November 18, 2024, the Company shall issue a press release in the form attached to this agreement as Exhibit A (the “Press Release”). Substantially concurrently with the issuance of the Press Release, the Company shall file with the SEC a Current Report on Form 8-K (the “Form 8-K”) disclosing its entry into this agreement and including a copy of this agreement and the Press Release as exhibits thereto. The Form 8-K shall be consistent with the Press Release and the terms of this agreement, and shall be in form and substance reasonably acceptable to the Company and Counterparty. The Company shall provide Counterparty and its Representatives with a copy of the Form 8-K prior to its filing with the SEC and shall consider any timely comments of Counterparty and its Representatives. Neither of the Company or any of its Affiliates nor Counterparty or any of its Affiliates shall make any public statement regarding the subject matter of this agreement or the matters set forth in the Press Release prior to the issuance of the Press Release without the prior written consent of the other party.

10. Specific Performance; Remedies. Each party agrees that the other party would be irreparably injured by a breach or threatened breach of this agreement by such party or its Representatives and monetary remedies are an inadequate remedy to protect against any actual or threatened breach or continuation of any breach of this agreement. Therefore, without prejudice to any other rights or remedies otherwise available under this agreement, each party agrees to the granting of specific performance of this agreement and injunctive or other equitable relief in favor of the other party as a remedy for any such actual, threatened or anticipated breach, without proof of actual damages. Each party further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedy shall not be deemed to be the exclusive remedy for either party or its Representatives’ breach of this agreement, but shall be in addition to all other remedies available at law or equity.

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11. Dual Representative. The Company acknowledges that certain directors, officers, Representatives and employees who serve on the board of directors (or similar governing body) of one or more of Counterparty’s Affiliates may also serve as a Representative of Counterparty in another position or role (a “Dual Representative”) and no such Affiliates or Representatives will be deemed to have received such Confidential Information solely as a result of such dual role of any such Dual Representative, provided that such Dual Representative shall not have directly or indirectly disclosed any Confidential Information to such Affiliate or Representative.

12. Governing Law; Venue. This agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the choice of law principles of such state. Each party hereto hereby irrevocably and unconditionally submits to (a) the exclusive jurisdiction of the Delaware Court of Chancery, or in the event that the Delaware Court of Chancery lacks jurisdiction, any federal court in the State of Delaware, for purposes of any suit, action or other proceeding arising out of this agreement that is brought by or against a party, and (b) the exclusive venue of such suit, action or proceeding in the Delaware Court of Chancery, or in the event that the Delaware Court of Chancery lacks jurisdiction, any federal court in the State of Delaware. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this agreement in the above named courts.

13. Miscellaneous. This agreement supersedes all prior oral or written agreements or understandings that may exist between or among the parties hereto in respect of any Confidential Information or the other subject matter hereof. If any term, provision, covenant or restriction of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this agreement shall remain in full force and effect to the fullest extent permitted by law and shall in no way be affected, impaired or invalidated. This agreement may only be amended with the prior written consent of both parties, and neither party may assign any of its rights or obligations under this agreement without the prior written consent of the other party. Any waiver of its rights hereunder by a party shall be required in advance and in writing. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this agreement. This agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same agreement and shall become a binding agreement when a counterpart has been signed by each party and delivered to the other party. Signatures of the parties transmitted by facsimile, PDF or other electronic file shall be deemed to be their original signatures for all purposes and the exchange of copies of this agreement and of signature pages by facsimile transmission, PDF or other electronic file shall constitute effective execution and delivery of this agreement as to the parties.

14. Term. Except as otherwise expressly provided herein, this agreement shall expire and be of no further force or effect from and after the date that is eighteen (18) months after the date that the Glenview Appointee no longer serves on the Board. The expiration or termination of this agreement will not affect the liability of any party for any prior breach of any provision hereof prior to such expiration or termination.

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15. Expenses. Promptly following the execution and delivery of this agreement, the Company shall reimburse Counterparty for reasonable documented fees, costs and expenses Counterparty has incurred arising from or relating to Counterparty’s engagement with the Company in an amount not to exceed the amount specified in the email from Cadwalader, Wickersham & Taft LLP to Wachtell, Lipton, Rosen & Katz with the subject line, “Expense Cap.”

16. Notice. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, (a) if given by email, when such email is sent to the email address set forth below (except in the event of any “bounceback” or similar non-transmittal message) or (b) if given by any other means, when actually received during normal business hours at the address specified in this section:

If to the Company:

CVS Health Corporation

One CVS Drive

Woonsocket, Rhode Island 02895

Attention:   Samrat Khichi

Email:    Sam.Khichi@cvshealth.com

With a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Attention:   Jacob A. Kling

Email:    JAKling@wlrk.com

If to Counterparty:

Glenview Capital Management, LLC

767 Fifth Avenue, 44th Floor

New York, NY 10153

Attention:   Mark Horowitz

Email:    mark@glenviewcapital.com

With a copy (which shall not constitute notice) to:

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

Attention:   Richard M. Brand

 Gregory P. Patti

Email:    Richard.Brand@cwt.com

 Greg.Patti@cwt.com

[Signature page follows]

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Please confirm your agreement with the foregoing by signing and returning this agreement to the undersigned, whereupon this agreement shall become a binding agreement between Counterparty and the Company.

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Exhibit A

Form of Press Release

Filed separately as Exhibit 99.1 to the Current Report on Form 8-K

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Exhibit 99.1

PRESS RELEASE

CVS Health Announces Board Appointments

CVS Health Board of Directors appoints four new members: Leslie Norwalk, Larry Robbins, Guy Sansone, and Doug Shulman

Appointments follow productive engagement with Glenview Capital Management

WOONSOCKET, RI (November 18, 2024) – The Board of Directors of CVS Health (NYSE: CVS) today announced the appointment of four new board members: Leslie Norwalk, Larry Robbins, Guy Sansone, and Doug Shulman, following productive discussions with Glenview Capital Management.

“In our discussions with the leadership at Glenview, we agreed that we can deliver greater value from our integrated businesses to all of our stakeholders, including our customers, consumers, colleagues, and shareholders,” said Roger Farah, Executive Chairman of the Board, CVS Health. “Having Leslie, Larry, Guy, and Doug join our Board will add new thinking and deep market and industry experiences as we focus on driving greater financial and operational performance.”

“As we build momentum across our integrated model, we continue to take actions that are positive for our long-term success, while driving innovation and performance in our individual businesses and at CVS Health overall,” said David Joyner, president and chief executive officer of CVS Health. “Adding four experienced thought leaders to our Board further sharpens our focus on executing against our strategy to build a world of health around every consumer, as we improve total cost of care and customer experience in health care.”

“We welcome the opportunity to join the Board, roll up our sleeves and lock arms with the Board and leadership team to drive long-term, sustainable value through continued customer-centric offerings, commitment to compliance and quality, disciplined underwriting and risk management, aligned incentives, and optimal capital allocation,” said Larry Robbins, CEO of Glenview Capital Management. “We appreciate the Board engaging with us on a cooperative basis that allows all energies to be productively dedicated towards further strengthening this iconic company.”

Norwalk will join the Health Services Committee, Sansone will join the Audit Committee, and Shulman will join the Management Planning and Development Committee.

With these four new directors, the Board now comprises 16 members. In connection with the Board appointments, CVS Health and Glenview entered into a confidentiality agreement under which Glenview has agreed to customary confidentiality, standstill and other provisions. The confidentiality agreement will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.

About Leslie Norwalk

Norwalk serves as Strategic Counsel to healthcare companies through her roles at Epstein Becker Green, EBG Advisors, and National Health Advisors. She also advises several private equity firms and holds board positions at Arvinas, ModivCare, Neurocrine Biosciences, Globus Medical, as well as multiple privately held healthcare corporations. Her board experience includes previous roles with health insurers and pharmacy benefit managers. In the George W. Bush administration, Norwalk held several positions at the Centers for Medicare & Medicaid Services (CMS), including Acting Administrator, where she oversaw Medicare, Medicaid, the State Children’s Health Insurance Program, Survey and Certification, and other federal healthcare initiatives, notably implementing the Medicare Prescription Drug Benefit.

About Larry Robbins

Robbins is the Founder, Portfolio Manager, and CEO of Glenview Capital Management and has 30 years of experience as an institutional investor with a significant healthcare focus. He brings extensive Board and leadership experience across both non-profit and commercial enterprises as Board Chair of KIPP NYC and Array Education, past Board Chair of Relay Graduate School of Education, Zearn and the Robin Hood Foundation and as Lead Independent Director of Butterfly Network. Robbins became a Certified Public Accountant in 1991.

About Guy Sansone

Sansone is currently Chairman and CEO of H2 Health, a leading regional provider of physical rehabilitation services and clinician staffing solutions. He brings more than 30 years of experience working as an advisor, investor and senior manager in companies where he helped to refine long-term strategy, enhance operations, and implement organic and inorganic growth plans. Prior to founding H2, Sansone worked at Alvarez and Marsal for 21 years where he was the founder of the Healthcare Industry Group. His leadership roles have been with companies across sub-sectors of the healthcare landscape, with a particular focus on healthcare services. Sansone is Lead Independent Director of Pediatrix Medical Group, and serves on the board of ChenMed. He has also served on a number of healthcare company boards, including Magellan, Brookdale Senior Living, and HealthPRO Heritage.

About Doug Shulman

Shulman has been the Chairman of OneMain Holdings, Inc. since January 2021, and has served as CEO since 2018. Shulman has significant experience managing large, complex organizations at the intersection of technology, data and analytics. Previously he was Senior Executive Vice President, Global Head of Client Service Delivery and a member of the Executive Committee at BNY Mellon from 2014 to 2018. Shulman was the Commissioner of the Internal Revenue Service from 2008 to 2012. Earlier in his career, he served in several executive positions, including Vice Chairman, at the Financial Industry Regulatory Authority and its predecessor the NASD from 2000 to 2008, where he oversaw its multiple markets, corporate development, services and technology. Shulman currently serves on the Carnegie Foundation for the Advancement of Teaching Board of Trustees.

About CVS Health

CVS Health^® is the leading health solutions company, delivering care like no one else can. We reach more people and improve the health of communities across America through our local presence, digital channels and over 300,000 dedicated colleagues — including more than 40,000 physicians, pharmacists, nurses and nurse practitioners. Wherever and whenever people need us, we help them with their health — whether that’s managing chronic diseases, staying compliant with their medications or accessing affordable health and wellness services in the most convenient ways. We help people navigate the health care system — and their personal health care — by improving access, lowering costs and being a trusted partner for every meaningful moment of health. And we do it all with heart, each and every day. Follow @CVSHealth on social media.

About Glenview Capital

In its 24^th year of operations, Glenview Capital is a long-term investment partnership focused on fundamental investing.

Cautionary statement concerning forward-looking statements

This press release contains forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of CVS Health. By their nature, all forward-looking statements are not guarantees of future performance or results and are subject to risks and uncertainties that are difficult to predict and/or quantify. Actual results may differ materially from those contemplated by the forward-looking statements due to the risks and uncertainties described in our Securities and Exchange Commission (“SEC”) filings, including those set forth in the Risk Factors section and under the heading “Cautionary Statement Concerning Forward-Looking Statements” in our most recently filed Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024 and our Current Reports on Form 8-K.

You are cautioned not to place undue reliance on CVS Health’s forward-looking statements. CVS Health’s forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. CVS Health does not assume any duty to update or revise forward-looking statements, whether as a result of new information, future events, uncertainties or otherwise.