UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
October 28, 2015 (October 26, 2015)
Rite Aid Corporation
(Exact name of registrant as specified in its charter)
Delaware |
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1-5742 |
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23-1614034 |
(State or Other Jurisdiction
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(Commission File Number) |
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(IRS Employer
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30 Hunter Lane, Camp Hill, Pennsylvania 17011
(Address of principal executive offices, including zip code)
(717) 761-2633
(Registrants telephone number, including area code)
N/A
(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 5.02(c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 28, 2015, Rite Aid Corporation (the Company) announced the appointment of Darren W. Karst as Senior Executive Vice President, Chief Financial Officer and Chief Administrative Officer of the Company; Frank G. Vitrano as Chief Strategic Business Development Officer; and Marc A. Strassler as Corporate Counsel of the Company, each effective as of October 26, 2015.
Detailed biographical information for Messrs. Karst, Vitrano and Strassler is included in the Companys definitive proxy statement filed with the Securities and Exchange Commission on May 5, 2015 (the Proxy Statement) and is incorporated by reference herein.
Mr. Karst, who joined the Company in August 2014 as the Companys Executive Vice President and Chief Financial Officer, is assuming the Chief Administrative Officer responsibilities previously held by Mr. Vitrano. In connection with his assumption of these responsibilities, the Company and Mr. Karst entered into a letter agreement that amended the terms of his employment agreement dated July 24, 2014 (the Karst Letter Agreement). Pursuant to the Karst Letter Agreement, Mr. Karst will have a target annual performance bonus opportunity equal to 125% of his annual base salary effective as of August 3, 2015. The previously disclosed material terms of Mr. Karsts employment remain the same. The foregoing description of the Karst Letter Agreement is a summary of certain of its terms only and is qualified in its entirety by the full text of the Karst Letter Agreement, which is attached as Exhibit 10.1 hereto.
Mr. Vitrano, who previously served as the Companys Chief Administrative Officer, is assuming the position of Chief Strategic Business Development Officer of the Company. In connection with his appointment, the Company and Mr. Vitrano entered into a letter agreement that amended the terms of his employment agreement dated September 24, 2008, as amended from time to time (the Vitrano Letter Agreement). The Vitrano Letter Agreement provides that Mr. Vitrano will report to the Companys Chief Executive Officer and the Board. Following the effective date of the Vitrano Letter Agreement, Mr. Vitranos annual base salary will be $500,000 and that he will have a target annual performance bonus opportunity equal to 75% of his annual base salary. The Vitrano Letter Agreement eliminates the excise tax gross up provision in Mr. Vitranos employment agreement and provides that the severance payable to Mr. Vitrano will be reduced to the amount that is not subject to such taxes if doing so would result in a greater after-tax payment to him. The other previously disclosed material terms of Mr. Vitranos employment remain the same. The foregoing description of the Vitrano Letter Agreement is a summary of certain of its terms only and is qualified in its entirety by the full text of the Vitrano Letter Agreement, which is attached as Exhibit 10.2 hereto.
Mr. Strassler, who previously served as the Companys Executive Vice President and General Counsel, is assuming the position of Corporate Counsel of the Company. In connection with his appointment, the Company and Mr. Strassler entered into a letter agreement that amended the terms of his employment agreement dated March 9, 2009, as amended from time to time (the Strassler Letter Agreement). The Strassler Letter Agreement provides that Mr. Strassler will report to the Companys General Counsel. Following the effective date of the Strassler Letter Agreement, Mr. Strasslers annual base salary will be $300,000 per year and that he will have a target annual performance bonus opportunity equal to 30% of his annual base salary. The Strassler Letter Agreement eliminates the excise tax gross up provision in Mr. Strasslers employment agreement and provides that the severance payable to Mr. Strassler will be reduced to the amount that is not subject to such taxes if doing so would result in a greater after-tax payment to him. The other previously disclosed material terms of Mr. Strasslers employment remain the same. The foregoing description of the Strassler Letter Agreement is a summary of certain of its terms only and is qualified in its entirety by the full text of the Strassler Letter Agreement, which is attached as Exhibit 10.3 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 |
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Karst Letter Agreement, dated October 26, 2015. |
10.2 |
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Vitrano Letter Agreement, dated October 26, 2015. |
10.3 |
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Strassler Letter Agreement, dated October 26, 2015. |
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 hereunto duly authorized.
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RITE AID CORPORATION |
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Dated: October 28, 2015 |
By: |
/s/ James J. Comitale |
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Name: |
James J. Comitale |
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Title: |
Senior Vice President, General Counsel |
Exhibit 10.1
October 26, 2015
Mr. Darren W. Karst
Senior Executive Vice President, Chief Financial Officer and
Chief Administrative Officer
Rite Aid Corporation
30 Hunter Lane
Camp Hill, PA 17011
RE: Agreement dated as of July 24, 2014 by and between Rite Aid Corporation (the Company) and Darren W. Karst (the Executive), as amended from time to time (the Agreement)
Dear Darren:
On October 26, 2015, the Board of Directors elected you to the position of Senior Executive Vice President, Chief Financial Officer and Chief Administrative Officer of the Company. Accordingly, Section 2.1 of the Agreement is hereby updated by deleting the terms Executive Vice President and Chief Financial Officer and replacing it with the term Senior Executive Vice President, Chief Financial Officer and Chief Administrative Officer in the first sentence of said Section 2.1.
In consideration of your appointment and of other good and valuable consideration, the receipt of which is acknowledged:
1. Section 3.2 (Annual Performance Bonus) is hereby deleted in its entirety and replaced with the following provision:
Annual Performance Bonus. The Executive shall participate each fiscal year during the Term in the Companys annual bonus plan as adopted and approved by the Companys Board of Directors (the Board) or the Compensation Committee of the Board (the Compensation Committee) from time to time. For each fiscal year during the Term, Executives annual bonus opportunity pursuant to such plan shall equal one hundred twenty five percent (125%) (the Annual Target Bonus) of the Base Salary. The Annual Target Bonus may be adjusted by the Compensation Committee (however, in no event shall it be less than one hundred twenty five percent (125%)). Payment of any bonus earned shall be made in accordance with the terms of the Companys annual bonus plan as in effect for the year for which the bonus is earned.
2. Clause 5.4(a) of Section 5.4 of the Agreement (Definition of Good Reason) is hereby deleted in its entirety and replaced with the following provision:
(a) the assignment to Executive of any duties or responsibilities materially inconsistent with Executives status and positions as Senior Executive Vice
President, Chief Financial Officer and Chief Administrative Officer of the Company, or any material adverse change in Executives title or reporting relationships; or
3. Section 5.7 of the Agreement (Change in Control Best Payments Determination) is hereby amended by replacing the final sentence thereof with the following sentence:
Any such reduction as may apply under this Section 5.7 shall be applied in the following order: (i) payments that are payable in cash the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.
If you are in agreement with the changes described in the above paragraphs, please sign both copies of this letter below where indicated, returning one copy to me and retaining one copy for your records.
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Sincerely, |
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Rite Aid Corporation |
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By: |
/s/ Dedra N. Castle |
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Name: Dedra N. Castle |
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Title: EVP & CHRO |
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Agreed: |
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/s/ Darren W. Karst |
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Darren W. Karst |
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Exhibit 10.2
October 26, 2015
Mr. Frank G. Vitrano
Senior Executive Vice President and Chief Administrative Officer
Rite Aid Corporation
30 Hunter Lane
Camp Hill, PA 17011
RE: Agreement dated as of September 24, 2008 by and between Rite Aid Corporation (the Company) and Frank G. Vitrano (the Executive), as amended from time to time (the Agreement)
Dear Frank:
You have agreed to assume a new strategic and business development role with the Company to which the Board of Directors, in recognition of your experience and deep knowledge of the Company, has appointed you. Accordingly, this letter agreement (the Letter Agreement) hereby amends your Agreement to reflect your new role, effective October 26, 2015.
In consideration of your appointment and of other good and valuable consideration, the receipt of which is acknowledged:
1. By executing this Letter Agreement, you agree that the change in your title and role and the related changes to your compensation, benefits, duties, responsibilities or reporting obligations will not by itself constitute, or be deemed to constitute, Good Reason under the Agreement or any other plan or agreement entered into with or sponsored by the Company or any of its affiliates which contain such a term or any substantially similar terms.
2. Section 2.1 of the Agreement (Positions and Duties Generally) is hereby deleted in its entirety and replaced with the following provision:
Generally . As of October 26, 2015 (the Amendment Effective Date), Executive shall serve the Company in a senior vice president, strategic and business development capacity with the title Chief Strategic Business Development Officer, and shall no longer be an executive officer of the Company. Executive shall devote such working time, attention, knowledge and skills as Executive and the Company determine in good faith to be necessary and appropriate to perform the duties and responsibilities assigned by the Company in the furtherance of the business affairs of the Company and its subsidiaries, affiliates and strategic partners. Executive shall report solely to the Companys Chief Executive Officer and/or Board of Directors. Following the termination of Executives employment for any reason, Executive shall immediately resign from all offices and positions he holds with the Company or any subsidiary.
The Company and the Executive agree that while Executive may perform his duties from time to time at the Companys headquarters, Executive shall have the discretion to perform his duties at other locations including from home.
3. Section 3.1 of the Agreement (Base Salary) is hereby deleted in its entirety and replaced with the following provision:
Base Salary . Following the Amendment Effective Date, as compensation for his services hereunder, Executive shall receive a base salary at the annualized rate of $500,000 per year (Base Salary). The Base Salary shall be paid in accordance with the Companys normal payroll practices and procedures, less such deductions or offsets required by applicable law or otherwise authorized by Executive.
4. Section 3.2 of the Agreement (Annual Performance Bonus) is hereby deleted in its entirety and replaced with the following provision:
Annual Performance Bonus . The Executive shall participate each fiscal year during the Term in the Companys annual bonus plan as adopted and approved by the Board or the Compensation Committee from time to time. Following the Amendment Effective Date, Executives annual bonus opportunity under such plan shall equal 75% of Executives Base Salary (the Annual Target Bonus). For subsequent fiscal years, commencing with Fiscal Year 2017, the Annual Target Bonus may be adjusted (however, in no event shall it be less than 75%) and shall be based upon the Board approved plan for that year.
To the extent that an annual performance bonus is payable under the Companys annual bonus plan after the Amendment Effective Date, including in respect of Fiscal Year 2016, such annual performance bonus shall take into account the change in Executives base salary and Annual Target Bonus following the Amendment Effective Date. By way of example for Fiscal Year 2016, assuming the achievement of the applicable financial goals at target for Fiscal Year 2016, Executive would be eligible to receive 125% of Executives base salary prior to the Amendment Effective Date, pro-rated to reflect the number of working days in Fiscal Year 2016 prior to the Amendment Effective Date, plus 75% of Base Salary, pro-rated to reflect the number of working days in Fiscal Year 2016 following the Amendment Effective Date.
5. Section 5.7 of the Agreement (Excise Tax Gross-Up) is hereby deleted in its entirety and replaced with the following provision:
Change in Control Best Payments Determination . Any other provision of this Agreement to the contrary notwithstanding, if any portion of any payment or benefit under this Agreement either individually or in conjunction with any payment or benefit under any other plan, agreement or arrangement (all such payments and benefits, the Total Payments) would constitute an excess parachute payment within the meaning of Internal Revenue Code Section 280G,
that is subject to the tax imposed by Section 4999 of such Code (the Excise Tax), then the Total Payments to be made to Executive shall be reduced, but only to the extent that Executive would retain a greater amount on an after-tax basis than he would retain absent such reduction, such that the value of the Total Payments that Executive is entitled to receive shall be $1 less than the maximum amount which the Employee may receive without becoming subject to the Excise Tax. For purposes of this Section 5.7, the determination of whichever amount is greater on an after-tax basis shall be (x) based on maximum federal, state and local income and employment tax rates and the Excise Tax that would be imposed on Executive and (y) made at the Companys expense by independent accountants selected by the Company and Executive (which may be the Companys income tax return preparers if Executive so agrees) which determination shall be binding on both Executive and the Company. Any such reduction as may apply under this Section 5 7 shall be applied in the following order: (i) payments that are payable in cash the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will next be reduced pro-rata.
6. General Terms and Conditions . All other terms and conditions of the Agreement, not amended hereunder, shall remain in full force and effect, as applicable. This Letter Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction. This Amendment may be executed in any number of counterparts, each of which will be an original, but such counterparts will together constitute but one and the same Amendment. The exchange of copies of this Amendment and of signature pages by facsimile, pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Amendment for all purposes. Signatures of the parties hereto transmitted by facsimile, pdf transmission, email or other electronic means shall be deemed to be their original signatures for all purposes.
If you are in agreement with the changes described in the above paragraphs, please sign both copies of this Letter Agreement below where indicated, returning one copy to me and retaining one copy for your records.
Exhibit 10.3
October 26, 2015
Mr. Marc A. Strassler
Executive Vice President, General Counsel
Rite Aid Corporation
30 Hunter Lane
Camp Hill, PA 17011
RE: Agreement dated as of March 9, 2009 by and between Rite Aid Corporation (the Company) and Marc A. Strassler (the Executive), as amended from time to time (the Agreement)
Dear Marc:
You have agreed to assume a new Securities and Exchange Commission reporting and governance support role with the Company to which the Board of Directors, in recognition of your experience and deep knowledge of the Company, has appointed you. Accordingly, this letter agreement (the Letter Agreement) hereby amends your Agreement to reflect your new role, effective October 26, 2015.
In consideration of your appointment and of other good and valuable consideration, the receipt of which is acknowledged:
1. By executing this Letter Agreement, you agree that the change in your title and role and the related changes to your compensation, benefits, duties, responsibilities or reporting obligations set forth herein will not by itself constitute, or be deemed to constitute, Good Reason under your Agreement or any other plan or agreement entered into with or sponsored by the Company or any of its affiliates which contain such a term or any substantially similar terms.
2. Section 2.1 of the Agreement (Positions and Duties Generally) is hereby deleted in its entirety and replaced with the following provision:
Generally . As of October 25, 2015 (the Amendment Effective Date), Executive shall serve the Company in a Securities and Exchange Commission reporting and governance support capacity with the title of Corporate Counsel and shall no longer be an executive officer of the Company. Executive shall devote such working time, attention, knowledge and skills as Executive and the Company determine in good faith to be necessary and appropriate to perform the duties and responsibilities assigned by the Company and consistent with the agreed upon responsibilities in the furtherance of the business affairs of the Company and its subsidiaries, affiliates and strategic partners. Executive shall report to the Companys General Counsel. Following the termination of Executives employment for any reason, Executive shall immediately resign from all offices and positions he holds with the Company or any subsidiary.
The Company and the Executive agree that while Executive may perform his duties from time to time at the Companys headquarters, Executive shall have the discretion to perform his duties at other locations including from home.
3. Section 3.1 of the Agreement (Base Salary) is hereby deleted in its entirety and replaced with the following provision:
Base Salary . Following the Amendment Effective Date, as compensation for his services hereunder, Executive shall receive a base salary at the annualized rate of $300,000 per year (Base Salary). The Base Salary shall be paid in accordance with the Companys normal payroll practices and procedures, less such deductions or offsets required by applicable law or otherwise authorized by Executive.
4. Section 3.2 of the Agreement (Annual Performance Bonus) is hereby deleted in its entirety and replaced with the following provision:
Annual Performance Bonus . The Executive shall participate each fiscal year during the Term in the Companys annual bonus plan as adopted and approved by the Board or the Compensation Committee from time to time. Following the Amendment Effective Date, Executives annual bonus opportunity under such plan shall equal 30% of Executives Base Salary (the Annual Target Bonus). For subsequent fiscal years, commencing with Fiscal Year 2017, the Annual Target Bonus may be adjusted (however, in no event shall it be less than 30%) and shall be based upon the Board approved plan for that year.
To the extent that an annual performance bonus is payable under the Companys annual bonus plan after the Amendment Effective Date, including in respect of Fiscal Year 2016, such annual performance bonus shall take into account the change in Executives base salary and Annual Target Bonus following the Amendment Effective Date. By way of example for Fiscal Year 2016, assuming the achievement of the applicable financial goals at target for Fiscal Year 2016, Executive would be eligible to receive 75% of Executives base salary prior to the Amendment Effective Date, pro-rated to reflect the number of working days in Fiscal Year 2016 prior to the Amendment Effective Date, plus 30% of Base Salary, pro-rated to reflect the number of working days in Fiscal Year 2016 following the Amendment Effective Date.
5. Clause 5.4(a) of Section 5.4 of the Agreement (Definition of Good Reason) is hereby deleted in its entirety and replaced with the following provision:
(a) the assignment to Executive of any responsibilities materially inconsistent with Executives status as Corporate Counsel of the Company; or
6. Section 5.7 of the Agreement (Excise Tax Gross-Up) is hereby deleted in its entirety and replaced with the following provision:
Change in Control Best Payments Determination . Any other provision of this Agreement to the contrary notwithstanding, if any portion of any payment or benefit under this Agreement either individually or in conjunction with any payment or benefit under any other plan, agreement or arrangement (all such payments and benefits, the Total Payments) would constitute an excess parachute payment within the meaning of Internal Revenue Code Section 280G, that is subject to the tax imposed by Section 4999 of such Code (the Excise Tax), then the Total Payments to be made to Executive shall be reduced, but only to the extent that Executive would retain a greater amount on an after-tax basis than he would retain absent such reduction, such that the value of the Total Payments that Executive is entitled to receive shall be $1 less than the maximum amount which the Employee may receive without becoming subject to the Excise Tax. For purposes of this Section 5.7, the determination of whichever amount is greater on an after-tax basis shall be (x) based on maximum federal, state and local income and employment tax rates and the Excise Tax that would be imposed on Executive and (y) made at the Companys expense by independent accountants selected by the Company and Executive (which may be the Companys income tax return preparers if Executive so agrees) which determination shall be binding on both Executive and the Company. Any such reduction as may apply under this Section 5 7 shall be applied in the following order: (i) payments that are payable in cash the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will next be reduced pro-rata.
7. General Terms and Conditions . All other terms and conditions of the Agreement, not amended hereunder, shall remain in full force and effect, as applicable. This Letter Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction. This Amendment may be executed in any number of counterparts, each of which will be an original, but such counterparts will together constitute but one and the same Amendment. The exchange of copies of this Amendment and of signature pages by facsimile, pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Amendment for all purposes. Signatures
of the parties hereto transmitted by facsimile, pdf transmission, email or other electronic means shall be deemed to be their original signatures for all purposes.
If you are in agreement with the changes described in the above paragraphs, please sign both copies of this Letter Agreement below where indicated, returning one copy to me and retaining one copy for your records.
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Sincerely, |
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Rite Aid Corporation |
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By: |
/s/ James J. Comitale |
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Name: James J. Comitale |
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Title: SVP and General Counsel |
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Agreed: |
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/s/ Marc A. Strassler |
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Marc A. Strassler |
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