UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
May 2, 2023 (
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 26, 2023, the board of directors (“Board”) of Rite Aid Corporation (the “Company”) approved a retention incentive agreement with Matthew Schroeder, the Company’s Chief Financial Officer in recognition of his criticality to the Company’s business. Pursuant to the retention incentive agreement dated April 28, 2023, Mr. Schroeder will receive a lump sum cash payment (the “Retention Award”), subject to a repayment obligation as described below, in the amount of $1,500,000 on or before May 12, 2023.
Mr. Schroeder’s Retention Award will be subject to prompt and full repayment of the Retention Award if, prior to April 28, 2024 or an earlier change in control of the Company (the “Repayment Expiration Date”), his employment is terminated by the Company for cause, or as a result of his voluntary resignation without good reason (as each such term is defined in Mr. Schroeder’s employment agreement with the Company). If Mr. Schroeder is terminated without cause, or resigns for good reason, or if his employment terminates due to his death or disability prior to the Repayment Expiration Date, then such Retention Award will not be subject to repayment, provided that he executes (and does not revoke) a general release of claims in favor of the Company.
The above description of the retention incentive agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the retention incentive agreement, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the period ended May 31, 2023.
SIGNATURES
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 hereto duly authorized.
Date: May 2, 2023 | By: | /s/ Christin Bassett |
Name: | Christin Bassett | |
Title: | Deputy General Counsel |