Exhibit 10.1

Severance Agreement and Release

This Agreement (this “Agreement”) confirms the terms of the separation of employment of Heyward Donigan (“you”) from Rite Aid Corporation (the “Company,” and together with you, the “Parties”). Capitalized terms not otherwise defined herein will have the meanings attributed to them in your employment agreement with the Company, effective as of August 8, 2019 (the “Employment Agreement”).

1. Separation Date. Your last day of employment with the Company will be January 7, 2023 (the “Separation Date”) and as of such date you shall cease to be employed by the Company in any capacity and you automatically resign from all positions you then hold with the Company and its subsidiaries including as a member of the Board of Directors of the Company (as well as of the Board of Directors of any of the Company’s controlled subsidiaries), to the extent applicable. You agree to execute the resignation letter attached hereto as Appendix A and any additional document required or requested by the Company to effectuate such resignations. You agree that, following the Separation Date, you will not represent yourself to be associated in any ongoing capacity with the Company or any of its controlled subsidiaries.

2. Accrued Benefits; Severance; Equity Awards.

(a) Whether or not this Agreement becomes effective pursuant to its terms, the Company will pay you Accrued Benefits (as defined in Appendix B hereto), and pay in lieu of notice, as set forth in item 2(e) of Appendix B hereto, less all applicable withholdings and deductions. You acknowledge that there is no accrued or unpaid vacation payable to you under the Company’s unlimited paid time off policy.

(b) Provided that this Agreement becomes effective pursuant to its terms and you remain in compliance with this Agreement, and with the Restrictive Covenants, at all times, the Company will pay and provide you with the cash severance benefits set forth on Appendix A items 2(a) through 2(d), less all applicable withholdings and deductions, at the time and in the form set forth on Appendix A for each item.

(c) The Company previously granted you equity award(s) to purchase or receive shares of the Company’s common stock (each, an “Equity Award”), in accordance with the terms of the applicable Company equity plan(s) and the award agreement evidencing such Equity Award (collectively, the “Equity Documents”). Provided that this Agreement becomes effective pursuant to its terms and you remain in compliance with this Agreement, and with the Restrictive Covenants, at all times, as illustrated by Appendix C hereto: (i) any unvested stock option awards held by you pursuant to your Employment Inducement Award Agreement with the Company, dated as of August 12, 2019, shall vest and become immediately exercisable (ii) restrictions with respect to any awards of time-based restricted stock held by you pursuant to your Award Agreements with the Company, dated as of July 8, 2020, July 7, 2021 and July 27, 2022 shall lapse, in the case of (i) and (ii), to the extent such options would otherwise have become vested and exercisable (based solely on continued employment) and such restrictions would have lapsed (based solely on continued employment) had you remained in the employ of the Company for a period of two years following the Separation Date and (iii) the portion of your stock option awards that vest and become exercisable in accordance with subclause (i) hereof (together with any portion of your stock options that have vested and become exercisable prior to the Separation Date) shall remain exercisable for a period of ninety (90) days following the Separation Date. All other Equity Awards (whether or not shown on Appendix C) held by you as of the Separation Date shall be forfeited in accordance with the terms of the applicable Equity Documents.

3. Release.

(a) You hereby release, discharge and forever acquit the Company, and its subsidiaries and each of their respective past, present and future stockholders, members, partners, directors, managers, employees, agents, attorneys, heirs, legal representatives, and each of the successors and assigns of the foregoing, in their personal and representative capacities (individually, “Company Party,” and collectively, the “Company Parties”), from liability for, and hereby waive, any and all claims, charges, liabilities, causes of action, rights, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, benefits, obligations, damages, demands or liabilities of every nature, kind and description, in law, equity or otherwise, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which you or your heirs, executors, administrators, spouse, relatives, successors or assigns ever had, now have or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time through the date upon which you sign this Agreement including, but not limited to (A) any such Claims relating in any way to your employment relationship with the Company or any other Company Parties, and (B) any such Claims arising under any federal, state, local or foreign statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act (the “ADEA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Pennsylvania Human Relations Act, the Pennsylvania Equal Pay Law, . the Florida Civil Rights Act, the Florida Whistleblower Protection Act, the Florida Workers' Compensation retaliation provision, the Florida Minimum Wage Act, Article X, Section 24 of the Florida Constitution, the Florida Fair Housing Act and any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) relating to wrongful employment termination; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any of the other Company Parties and you, including, without limitation, the Employment Agreement and any incentive compensation plan or equity plan with any Company Party. Notwithstanding the above, this release does not extend to (I) claims for Accrued Benefits; (II) claims for worker’s compensation benefits or for an occupational disease; (III) any whistleblower claims arising under the Sarbanes-Oxley Act or Dodd-Frank Wall Street Reform and Consumer Protection Act; (IV) claims to require the Company to honor its commitments set forth in this Agreement; (V) claims to interpret or to determine the scope, meaning or effect of this Agreement; (VII) claims for indemnification and officers and directors liability insurance coverage under the Employment Agreement, the Company’s charter, by-laws or applicable law, as applicable; and/or (VIII) claims that cannot be waived as a matter of law pursuant to federal, state, or local law (collectively, clauses (I) through (VIII) are the “Excluded Claims”).

(b) You further acknowledge and agree that, except with respect to the Accrued Benefits, the Company Parties have fully satisfied any and all obligations whatsoever owed to you arising out of your employment with the Company or any other Company Party, and that no further payments or benefits are owed to you by the Company or any other Company Party.

4. Attorney Consultation; Voluntary Agreement.

(a) You acknowledge that (i) the Company has advised you to consult with an attorney of your own choosing before signing this Agreement, (ii) you have been given the opportunity to seek the advice of counsel, (iii) you have carefully read and fully understand all of the provisions of this Agreement, including the release in Section 3 (the “Release”), (iv) the Release specifically applies to any rights or claims you may have against the Company Parties pursuant to the ADEA, (v) you are entering into this Agreement knowingly, freely and voluntarily in exchange for good and valuable consideration to which you are not otherwise entitled and (vi) you have the full power, capacity and authority to enter into this Agreement.

5. Review and Revocation Period.

(a) You have twenty-one (21) days following your receipt of this Agreement (the “Consideration Period”) to review its terms, including the Release, and to reflect upon them and consider whether you want to sign it, although you may sign it sooner; provided, however, that you may not sign this Agreement prior to the Separation Date. You acknowledge and agree that changes to this Agreement, whether material or immaterial, do not restart the running of the Consideration Period. You understand and agree that you may consent to this Agreement, including the Release, by signing and returning this Agreement within the applicable time frame to Paul D. Gilbert, EVP, Chief Legal Officer and Secretary, Rite Aid Corporation, 200 Newberry Commons, Etters, PA 17319 or by e-mail to paul.d.gilbert@riteaid.com.

(b) You may revoke your consent to the Release within the seven day period beginning on the date you execute this Agreement (such seven day period being referred to herein as the “Release Revocation Period”). To be effective, such revocation must be in writing signed by you and delivered to the Company at the above address before 11:59 p.m., Eastern Standard time, on the last day of the Release Revocation Period.

(c) In the event of such revocation by you, the Release shall be of no force or effect, and you will not have any rights and the Company will not have any obligations under Section 2(b) or Section 2(c) of this Agreement. Provided that you do not revoke your consent to the Release within the Release Revocation Period, the Release shall become effective on the eighth (8th) calendar day after the date upon which you execute this Agreement (the “Release Effective Date”).

6. Restrictive Covenants. You acknowledge and agree that the Restrictive Covenants, and any other written restrictive covenants and confidentiality agreements in effect with the Company, are incorporated herein by reference and fully made a part hereof for all purposes and remain in full force and effect.

7. Cooperation. You agree that, at mutually agreeable times, you will meet with representatives of the Company, or its respective parent or subsidiary company representatives and provide any information you acquired during the course of your employment relating in any way to any legal disputes involving the Company. You further agree that you will cooperate fully with the Company relating to any such litigation matter or other legal proceeding in which you were involved or on which you have knowledge by virtue of your employment with the Company, including any existing or future litigation or other legal proceeding involving the Company, whether administrative, civil or criminal in nature in which and to the extent the Company deems your cooperation necessary. You will be entitled to reimbursement by the Company of reasonable costs and expenses incurred by you in connection with complying with your obligations under this Section 7.

8. Non-Disparagement. You agree that you will not make any negative comments or disparaging remarks, in writing, orally or electronically (“Disparaging Remarks”), about the Company or any of the other Company Parties and their respective products and services. The Company agrees to instruct members of its senior management team and its current Board of Directors not to, for as long as such individuals remain affiliated with the Company, make any Disparaging Remarks about you; provided, however, that nothing in this Section 8 shall prohibit you from (a) making truthful and accurate statements or disclosures that are required by applicable law or legal process; (b) making any voluntary disclosure of information or documents concerning possible violations of law to any governmental agency or legislative body, or any self-regulatory organization; or (c) exercising protected rights to the extent that such rights, by law, cannot be waived by agreement.

9. No Admission. Nothing herein will be deemed to constitute an admission of wrongdoing by you or any of the Company Parties. Neither this Agreement nor any of its terms may be used as an admission or introduced as evidence as to any issue of law or fact in any proceeding, suit or action, other than an action to enforce this Agreement.

10. Counterparts. This Agreement may be executed in counterparts, and each counterpart, when so executed and delivered, will be deemed to be an original and both counterparts, taken together, will constitute one and the same Agreement. A faxed or .pdf-ed signature will operate the same as an original signature.

11. Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the Company and any successor organization which shall succeed to the Company by acquisition, merger, consolidation or operation of law, or by acquisition of assets of the Company and any assigns. You may not assign this Agreement, provided that in the event of your death prior to receiving all of the payments provided by Section 2 of this Agreement, any remaining payments will be made to your estate.

12. Severability; Blue-Penciling. The provisions of this Agreement are severable and the invalidity of any one or more provisions will not affect the validity of any other provision. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the scope thereof, the Parties hereto agree that said court in making such determination shall have the power to reduce the scope of such provision to the extent necessary to make it enforceable, and that this Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.

13. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to any conflict of law principles thereof that would give rise to the application of the laws of any other jurisdiction.

14. Entire Agreement/No Oral Modifications. This Agreement constitutes the entire agreement between you and any of the Company Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, representations, arrangements or agreements relating thereto, whether written or oral, including but not limited to the Employment Agreement, provided, however, that Sections 4.6, 6 and 7 of the Employment Agreement shall remain in effect for the duration and on the terms set forth therein. You represent that in executing this Agreement, you have not relied on any representation or statement not set forth herein. No amendment or modification of this Agreement shall be valid or binding on the Parties unless in writing and signed by both Parties.

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IN WITNESS WHEREOF, the Parties have signed this Agreement as of the dates indicated below.

APPENDIX A

January 7, 2023

Rite Aid Corporation

1200 Intrepid Avenue, 2nd Floor

Philadelphia, Pennsylvania 19112

To Whom it may Concern:

I hereby irrevocably resign, effective as of January 7, 2023, from all positions and offices I hold with the Company and its subsidiaries, including without limitation as a director and as Chief Executive Officer of the Company and of Elixir Insurance.

Very truly yours,

APPENDIX B

ACCRUED BENEFITS AND SEVERANCE BENEFITS

*Accelerated vesting as of the Separation Date with respect to those time-based restricted stock awards that would have vested within the two (2) year period following the Separation Date.

**Accelerated vesting as of the Separation Date with respect to those stock options that would have vested within the two (2) year period following the Separation Date. Any vested stock options shall remain exercisable for a period of ninety (90) days following the Separation Date.

Exhibit 10.2

RITE AID CORPORATION 

1200 Intrepid Avenue, 2nd Floor 

Philadelphia, Pennsylvania 19112

January 7, 2023

Busy Burr

[***]

Dear Busy:

We very much appreciate your willingness to serve as the Interim Chief Executive Officer of Rite Aid Corporation (the “Company”). The Company's Board of Directors (the “Board”) believes that you are uniquely qualified to be the Company's Interim Chief Executive Officer (“ICEO”). This agreement (the “Agreement”) sets forth the terms and conditions of your employment as ICEO.

1.            Duties. Effective as of January 7, 2023, you will serve as the ICEO. While you are ICEO, you will perform such duties and have such authority as is customary for persons situated in similar executive capacities and as may from time to time reasonably be assigned to you by the Company's Board of Directors (the ‘Board’). As ICEO, you will remain a member of the Board and your term as a member of the Board will not be shortened or lengthened merely because you serve as ICEO. You agree to serve the Company faithfully, diligently and competently as ICEO. As ICEO, you will devote your full working time, energy and skill to the Company's business, provided, that you will be permitted to (a) continue to serve as a member of the company boards of directors (public, private, and profit or non-profit) on which you currently serve (subject to the Company’s policies and code of conduct), and (b) serve in any capacity with any professional, educational, philanthropic, public interest, charitable or community organization, in the case of each of clauses (a) and (b), so long as such activities are reasonable and customary and do not significantly interfere or conflict with your duties and obligations as ICEO. During your term as ICEO, you will also be able to take reasonable paid time off for vacation and other personal reasons, subject to any guidelines or policies approved by the Board from time to time.

2.            Compensation.

a.    The Company will pay you a monthly salary of $300,000 while you are ICEO, less applicable withholdings and payable in accordance with the Company's customary payroll practices from time to time in effect. You will receive this salary for each calendar month (or any part of any calendar month) during which you are ICEO. If you serve as ICEO more than six (6) full months, the Board will promptly review your monthly salary and consider in good faith whether to increase your monthly salary for your ICEO service in excess of six (6) months. As part of that review, you and the Company also will consider in good faith entering into an employment agreement regarding your continued service as ICEO, which agreement may include the Company’s standard employment terms and conditions for senior executives. While you are ICEO, you will not be eligible to earn or receive the compensation that otherwise is payable to non-employee members of the Board. If you remain a member of the Board following your service as ICEO, your compensation as a non-employee member of the Board will immediately be reinstated upon the termination of such service.

b.    The Company will reimburse you for all reasonable, documented out-of-pocket business and travel expenses incurred by you in connection with the performance of your duties hereunder, in accordance with the policies and procedures then in effect and established by the Company for other senior executives and members of the Board.

c.    Other than as provided above in this Section 2, you will not receive any compensation or benefits from the Company for serving as ICEO. Accordingly, you will not participate in or receive benefits under the Company’s employee benefit plans and programs (including, but not limited to, the Company’s bonus incentive plans, 401(k) plan, group medical, dental and vision insurance plans).

3.            At-Will Employment. Your employment by the Company as Interim Chief Executive Officer is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. As an employee of the Company you will be subject to, and required to abide by, the Company’s rules, standards and policies as may be adopted or amended from time to time. Once your employment as ICEO ends, you will be deemed to have resigned from all positions with the Company and its affiliates, except that you will remain a member of the Board for the remainder of your current term and for any subsequent term for which you are nominated, elected and agree to serve. You agree to cooperate with the Company in documenting such resignation(s) and will promptly complete and return to the Company all documents reasonably specified by the Company for such purpose.

4.            Confidentiality.

a.    During or after your employment by the Company and thereafter, you agree that you will not, whether alone or in association with any other person, directly or indirectly, knowingly divulge, furnish or make accessible to any third person or organization other than in the regular good faith course of the Company's business any confidential information concerning the Company or its subsidiaries or its or their business, including, without limitation, confidential methods of operation and organization, confidential sources of supply and customer or other mailing lists.

b.    The provisions of this paragraph 4 will survive the end of the term of your employment hereunder. You acknowledge that any remedy at law for a breach or threatened breach of any of the provisions of this paragraph 4 may be inadequate and that accordingly the Company will be entitled to seek an injunction or specific performance or any other mode of equitable relief.

5.            Miscellaneous.

a.    The Company will pay or reimburse you for reasonable documented legal fees incurred in connection with the negotiation of and entry into this Agreement, in an amount not to exceed $3,000.00. All such payments or reimbursements will occur in 2023.

b.    The Company will indemnify you during and for your service as ICEO to the maximum extent permitted by statute or common law, including, without limitation, under the Company's Certificate of Incorporation and Bylaws on terms no less favorable than provided to any other executive officer or member of the Board, and you will continue to be covered by the Company's Directors and Officers liability insurance policies in accordance with their terms.

c.    Any notice or other communication required or permitted to be given hereunder will be deemed to have been duly given when personally delivered or when sent by registered mail, return receipt requested, postage prepaid, as follows:

If to the Company, at:

Rite Aid Corporation
1200 Intrepid Avenue, 2nd Floor

Philadelphia, Pennsylvania 19112

If to you, at:

Your home address on file with the Company

Either party hereto may change its or their address for the purpose of this paragraph by written notice similarly given.

d.    Neither party hereto may assign its rights or delegate its duties hereunder, except that the Company may assign its rights hereunder to any person that acquires substantially all of the business and assets of the Company (whether by merger, consolidation, purchase of assets or other acquisition transaction).

e.    This agreement will be construed and enforced in accordance with the internal laws of the State of California, without regard to principles of conflicts of laws. Nothing in this agreement will create, or be deemed to create, any third-party beneficiary rights in any person, including, without limitation, any employee of the Company other than you. You agree that all actions or proceedings relating to this agreement will be litigated only in an appropriate State or Federal court located in the County of San Mateo or the County of Santa Clara, State of California. You hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding. The prevailing party in any such litigation shall be entitled to recover its/her attorneys’ fees and court costs from the losing party.

f.    If any provision of this agreement will be held to be invalid or unenforceable, such invalidity or unenforceability will attach only to such provision and will not affect or render invalid or unenforceable any other provision of this agreement, and this agreement will be construed as if such provision had been drawn so as not to be invalid or unenforceable.

g.    This Agreement sets forth our entire understanding with respect to the subject matter hereof and cannot be changed, waived or terminated except by a writing signed by you and the Company. Any waiver by either party of a breach of any provision of this agreement will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this agreement. This agreement will be binding on the successors and assigns of the Company.

h.    It is the intent of the parties that all payments and benefits under this Agreement will comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder. This Agreement will be interpreted in a manner consistent with such intent.

If the foregoing correctly sets forth your understanding of the terms of your employment as ICEO, please so indicate by signing and returning to us a copy of this Agreement. Again, the Board very much appreciates your willingness to serve the Company and its stockholders in this way.