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2020-07-08
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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): July 8, 2020 (July 8, 2020)
Rite Aid Corporation
(Exact name of registrant as specified in
its charter)
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Delaware
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1-5742
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23-1614034
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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30 Hunter Lane, Camp Hill, Pennsylvania
17011
(Address of principal executive offices,
including zip code)
(717) 761-2633
(Registrant’s 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):
¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $1.00 par value
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RAD
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 8, 2020, the stockholders of Rite Aid Corporation (“Rite
Aid”) approved the adoption of the Rite Aid Corporation 2020 Omnibus Equity Incentive Plan (the “2020 Plan”),
which was previously approved by Rite Aid’s Compensation Committee and Board of Directors subject to such approval.
The 2020 Plan replaces the Rite Aid Corporation 2014 Omnibus Equity Plan (the “2014 Plan”).
The 2020 Plan provides for the issuance of a maximum of 3.35
million shares of Rite Aid Common Stock plus the number of shares of Rite Aid Common Stock remaining available for grant under
the 2014 Plan as of the effective date of the 2020 Plan (July 8, 2020), in connection with the grant of incentive stock options
(within the meaning of Section 422 of the Internal Revenue Code), nonqualified options, which are options that do not qualify
as incentive stock options, stock appreciation rights, restricted stock, restricted stock units, phantom units, stock bonus awards,
and other equity-based awards valued in whole or in part by reference to, or otherwise based on, Rite Aid’s Common Stock.
A summary of the material terms of the 2020 Plan was included
in Rite Aid’s definitive proxy statement filed with the Securities and Exchange Commission on May 26, 2020
(the “Definitive Proxy Statement”) in connection with the 2020 Annual Meeting of Stockholders, under the section entitled
“Proposal No. 4—Approval of the Adoption of the Rite Aid Corporation 2020 Omnibus Equity Incentive Plan” beginning
on page 29 of the Definitive Proxy Statement. The summary of the 2020 Plan in the Definitive Proxy Statement
is qualified in its entirety by reference to the full text of the 2020 Plan, which is attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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.
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Date: July 8, 2020
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By:
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/s/ Matthew Schroeder
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Name:
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Matthew Schroeder
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Title:
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Chief Financial Officer
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Exhibit 10.2
This AWARD AGREEMENT, dated as of [DATE], 2020
(the "Date of Grant"), is delivered by Rite Aid Corporation (the "Company") to [NAME] (the "Grantee").
Capitalized terms not defined herein shall have the meanings ascribed to them in the Rite Aid Corporation 2020 Omnibus Equity Plan
(the "Plan"). This agreement evidences the awards made under Section 1 (collectively, the "Award"). Your Award
will post to your Plan brokerage account no later than [DATE], 2020.
Award
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Number of Shares:
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XX,XXX
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Vesting Schedule:
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[[XX % on [DATE]
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XX % on [DATE]
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XX % on [DATE]]
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Number of Performance Units:
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XX,XXX
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Performance Metrics:
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Performance Units Vesting and Settlement:
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·
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[Earned units will vest and a payment date will be established after the certification of Fiscal [YEAR] results.
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·
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You will have to maintain continuous employment to through the Certification Date in order to vest.]
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Certain Terms and Conditions
Adjustment
Upon the occurrence of a change in capitalization
as described in Section 3(c) of the Plan, the Committee shall, in its sole and absolute discretion, make adjustments in the number
and kind of shares of stock that may be issued under the Award.
Withholding
Whenever shares of Company Stock are to be delivered
pursuant to an Award, the Company shall have the right to require the Grantee to remit to the Company in cash an amount sufficient
to satisfy any federal, state and local withholding tax requirements related thereto or the Grantee may satisfy the foregoing requirement
by electing to have the Company withhold from delivery shares of Company Stock having a value equal to the minimum amount of tax
required to be withheld upon which is hereby authorized by the Committee.
Termination of Employment
In General. Except as otherwise provided
herein or in a written employment agreement between the Company and the Grantee, upon the termination of the Grantee's employment
with the Company for any reason prior to the applicable vesting date set forth in Section 1 above, (1) any and all shares of Restricted
Stock that had not yet vested shall be immediately forfeited by the Grantee and (2) the Performance Units shall also be immediately
forfeited by the Grantee.
Termination for Cause. If the Grantee's
employment with the Company terminates for Cause, then all outstanding shares of Restricted Stock and all outstanding Performance
Units shall be immediately forfeited by the Grantee. "Cause" shall have the meaning ascribed to such term in the Grantee's
individual employment, severance or other agreement with the Company or, if the Grantee is not party to such an agreement, "Cause"
shall mean conduct that is detrimental to the Company.
Change in Control. Upon the occurrence
of a Change in Control, this Award shall be subject to Section 14 of the Plan. Notwithstanding anything in the Plan or this Award
Agreement to the contrary, upon a Qualifying Termination within twenty-four (24) months following a Change in Control, the Grantee
will vest in a number of Performance Units equal to the product of (x) the number of Performance Units subject to this Award assuming
the target level of performance, multiplied by (y) a fraction, the numerator of which is the number of days elapsed from the first
day of the performance period through and including the date of the Qualifying Termination, and the denominator of which is the
total number of days in the performance period.
Entire Agreement; Governing Law
The Plan is incorporated herein by reference.
The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified except by means of a writing signed by the Company and the Grantee. If there is a conflict between
the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan
shall govern. This Award Agreement shall be construed and administered in accordance with the laws of the State of Delaware without
reference to its principles of conflicts of law.
No Guarantee of Continued Service
The Grantee acknowledges and agrees that this
Award Agreement and the transactions contemplated hereunder do not constitute an express or implied promise of continued engagement
as an employee for any period and shall not interfere with the Grantee's right or the Company's right to terminate the Grantee's
employment at any time, with or without Cause.
Successors and Assigns
The terms of this Award Agreement shall be binding
upon the Grantee and upon the Grantee's heirs, executors, administrators, personal representatives, assignees and successors in
interest, and upon the Company and its successors and assignees, subject to the terms of the Plan.
The Grantee and the Company agree that this
Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement. The Grantee has reviewed
the Plan and this Award Agreement and fully understands all provisions of the Plan and Award Agreement. The Grantee hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the
Plan and this Award Agreement.
Restrictive Covenants
You acknowledge and agree that the confidentiality
obligations and the restrictive covenants and agreements set forth in Sections 6 and 7 of the Employment Agreement, respectively,
and any other written restrictive covenants and confidentiality agreements set forth in the Company’s equity plan and award
agreements provided to you thereunder, are incorporated herein by reference and fully made a part hereof for all purposes and remain
in full force and effect.
Clawback
Notwithstanding any other provisions in this
Agreement or the Plan, this Award is subject to recovery under any law, government regulation, stock exchange listing requirement
or pursuant to the policy adopted and maintained by the Company from time to time, as approved by the Board, and will be subject
to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing
requirement or policy.
Plan Information and Required Disclosures
for Plan Participants
A copy of the Rite Aid Corporation 2020 Omnibus
Equity Plan and the Plan Prospectus can be accessed through your E*Trade account. You can request a copy of the Plan Prospectus
at no charge from the Plan Administrator, at 30 Hunter Lane, Camp Hill, PA 17011.
Exhibit
10.3
This
NOTICE OF GRANT, dated as of [DATE], 2020 (the "Date of Grant"), is delivered by Rite Aid Corporation (the "Company")
to [NAME] ("you"). Capitalized terms not defined herein shall have the meanings ascribed to them in the Rite Aid Corporation
2020 Omnibus Equity Plan (the "Plan"). This Notice of Grant evidences the awards made under Section 1 (collectively,
the "Award"). Your Award will post to your Plan brokerage account no later than [DATE], 2020.
Award
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Number
of Shares:
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XX,XXX
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Vesting
Schedule:
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[100%
vested on Date of Grant]
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[Your
Restricted Stock Units shall be fully vested as of the Date of Grant and shall be settled in shares of Company Stock upon your
separation from service from the Company for any reason.]
Certain
Terms and Conditions
Adjustment
Upon
the occurrence of a change in capitalization as described in Section 3(c) of the Plan, the Committee shall, in its sole and absolute
discretion, make adjustments in the number and kind of shares of stock that may be issued under the Award.
Entire
Agreement; Governing Law
The
Plan is incorporated herein by reference. The Plan and this Notice of Grant constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements between you and the
Company with respect to the subject matter hereof, and may not be modified except by means of a writing signed by you and the
Company. If there is a conflict between the terms and conditions of the Plan and the terms and conditions of this Notice of Grant,
the terms and conditions of the Plan shall govern. This Notice of Grant shall be construed and administered in accordance with
the laws of the State of Delaware without reference to its principles of conflicts of law.
No
Guarantee of Continued Service
You
acknowledge and agree that this Notice of Grant and the transactions contemplated hereunder do not constitute an express or implied
promise of continued engagement as a service provider to the Company for any period and shall not interfere with your right or
the Company's right to terminate your service with the Company at any time for any reason.
Taxes
In
general, for Federal tax purposes, you will not recognize any income upon the grant of the Restricted Stock Units. You will generally
recognize ordinary income on the date that the shares of Company Stock are delivered to you upon your separation from service,
in an amount equal to the fair market value of such shares on such date, less any amount paid for the shares. You and not the
Company are responsible for any taxes incurred in connection with the delivery of the shares.
At
the time you recognize ordinary income, the Company generally will be entitled to a tax deduction in the same amount. Generally,
upon a sale or other disposition of underlying shares with respect to which you have recognized ordinary income, you will recognize
capital gain or loss in an amount equal to the difference between the amount realized on such sale or other disposition and your
basis in such shares.
The
foregoing summary is based upon present federal income tax laws and regulations and does not intend to be a complete description
of the federal income tax consequences applicable to you or the Company. This summary does not cover any federal employment tax
consequences or any foreign, state, local, estate and gift, or other tax consequences to you or the Company. You are encouraged
to consult with your tax advisor regarding the tax consequences of the Award and your participation in the Plan.
Successors
and Assigns
The
terms of this Notice of Grant shall be binding upon you and your heirs, executors, administrators, personal representatives, assignees
and successors in interest, and upon the Company and its successors and assignees, subject to the terms of the Plan.
You
and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and this Notice of
Grant. You acknowledge that you have reviewed the Plan and this Notice of Grant and fully understand all provisions of the Plan
and this Notice of Grant. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions relating to the Plan and this Notice of Grant.
Plan
Information and Required Disclosures for Plan Participants
A
copy of the Rite Aid Corporation 2020 Omnibus Equity Plan and the Plan Prospectus can be accessed through your E*Trade account.
You can request a copy of the Plan Prospectus at no charge from the Plan Administrator, at 30 Hunter Lane, Camp Hill, PA 17011.