RITE AID CORP (Form: 8-K, Received: 02/24/2012 17:14:12)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

February 24, 2012 (February 17, 2012)

Rite Aid Corporation

(Exact name of registrant as specified in its charter)

Delaware		1-5742		23-1614034
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

30 Hunter Lane, Camp Hill, Pennsylvania 17011

(Address of principal exe cutive offices, including zip code)

(Registrant’s telephone number, including area code)

(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))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

(b) On February 17, 2012, James L. Donald, a member of the Board of Directors (the “Board”) of Rite Aid Corporation (the “Company”), notified the Company that he does not intend to stand for re-election at the Company’s 2013 annual meeting of stockholders.

(e) On February 22, 2012, the Company adopted the Rite Aid Corporation Executive Incentive Plan for Officers of Rite Aid Corporation (the “EIP”), a cash bonus plan for the executive officers of the Company, other corporate officers and key managers, and the Compensation Committee (the “Committee”) of the Board adopted corporate performance goals thereunder for the fiscal year ending March 2, 2013 (“FY 2013”).

Under the EIP, each Company executive is eligible for a bonus award for each fiscal year. The bonus award for any executive is based on the achievement of various levels in relation to the performance target specified by the Committee, which shall include one or more of the following components: (i) same store sales growth; (ii) earnings before interest, taxes, depreciation and amortization, as adjusted for such other items deemed appropriate by the Committee; (iii) working capital; (iv) operating profit; (v) return on equity; (vi) return on invested capital; (vii) earnings (loss) per share; or (viii) net earnings (loss). The bonus may also be based on individual performance criteria or other non-financial operating performance measures.

For each fiscal year, the Committee may provide for objectively determined adjustments to any of the performance components for one or more items of gain, loss, profit or expense (i) determined to be extraordinary or unusual in nature or infrequent in occurrence; (ii) related to severance, including reduction in force programs; (iii) related to the disposal or acquisition of assets; (iv) related to a change in accounting principles; (v) related to discontinued operations or closed facilities; or (vi) attributable to the business operations of any entity or assets acquired by the Company during such fiscal year.

The amount of the individual bonus award opportunity is based upon a percentage, as determined by the Committee, of each executive’s base compensation. Under the EIP, bonus awards are paid in cash after the end of the fiscal year following the Committee’s determination that the corporate performance goals have been attained.

For FY 2013, the bonus plan contains a payout matrix for bonuses based on the Company’s attainment of Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization and certain other adjustments). Target bonus levels for each participant that are defined as a percentage of base pay will be established by the Committee during FY 2013. Bonus payments under the FY 2013 bonus plan will vary based upon performance levels falling between the minimum and the maximum Adjusted EBITDA amounts. Upon achievement of the minimum Adjusted EBITDA amount, the participant will receive fifty percent (50%) of the target bonus; one hundred percent (100%) of the target bonus is payable upon achievement of the FY 2013 Adjusted EBITDA target, and upon achievement of the maximum Adjusted EBITDA amount, the participant will receive two hundred percent (200%) of the target bonus. Straight line interpolation will apply where results fall between the minimum and target, or between target and maximum amounts of Adjusted EBITDA.

The foregoing description of the EIP does not purport to be complete and is qualified in its entirety by reference to the EIP filed as Exhibit 10.1 hereto, which is hereby incorporated by reference into this report.

Item 9.01.

Financial Statements and Exhibits .

10.1 Executive Incentive Plan for Officers of Rite Aid Corporation

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.

Date: February 24, 2012

By:	/s/ Marc A. Strassler
	Name:	Marc A. Strassler
	Title:	Executive Vice President, General Counsel and Secretary

EXECUTIVE INCENTIVE PLAN

FOR OFFICERS OF RITE AID CORPORATION

Rite Aid Corporation, a Delaware corporation (the “Company”), hereby adopts The Executive Incentive Plan for Officers of Rite Aid Corporation (the “Plan”), effective with respect to bonuses for fiscal years beginning on or after March 4, 2012. The objectives of the Plan are to motivate and reward executives to produce results that increase shareholder value and to encourage individual and team behavior that helps the Company achieve both short and long term corporate objectives.

Section 1.1 – Base Compensation. “Base Compensation” shall mean the Participant’s annual base salary on the last day of the Company’s fiscal year, excluding moving expenses, bonus pay and other payments which are not considered part of regular annual salary.

Section 1.2 – Participant. “Participant” shall mean any Officer. “Officer” shall mean any Vice President or above of the Company.

Section 1.4 – Cause. “Cause” shall mean: (i) Participant’s gross negligence or willful misconduct in the performance of the duties or responsibilities of his or her position with the Company or any subsidiary, or failure to timely carry out any lawful directive of the Company; (ii) Participant’s misappropriation of any funds or property of the Company or any subsidiary; (iii) the conduct by Participant which is a material violation of Company Policy or, if applicable, his or her Employment Agreement or which materially interferes with the Participant’s ability to perform his or her duties; (iv) the commission by Participant of an act of fraud or dishonesty toward the Company or any subsidiary; (v) Participant’s misconduct or negligence which damages or injures the Company or the Company’s reputation; (vi) Participant is convicted of or pleads to a felony involving moral turpitude; or (vii) the use or imparting by Participant of any confidential or proprietary information of the Company, or any subsidiary in violation of any confidentiality or proprietary agreement to which Participant is a party, all as determined by the Committee or with respect to Participants below the level of Executive Vice President, a committee comprised of three (3) officers selected by the Chief Executive Officer among the principal executive officer, principal operating officer, principal financial officer, principal legal officer and the principal human resources officer.

Section 1.5 – Disability. “Disability” shall mean any physical or mental disability that prevents Participant from reporting to work for ninety (90) or more consecutive days or leaves Participant unable to engage in any substantial activity.

Section 2.1 – Eligibility. Each Participant is eligible for a bonus award under this Section. For each fiscal year of the Company, the Compensation Committee of the Board (the “Committee”) shall establish an objectively determinable performance target under this Section 2.1 which shall include one or more of the following components of overall Company performance: (i) growth in the Company’s sales; (ii) earnings before interest, taxes, depreciation, amortization and such other items that the Committee deems appropriate; (iii) working capital; (iv) operating profit; (v) earnings (loss) per share on the Company’s Common Stock; (vi) return on equity; (vii) return on invested capital; (viii) net earnings (loss); and (ix) in the Committee’s discretion, one or more components of individual performance or non-financial operating performance measures, or such other performance measures as the Committee deems appropriate. Achievement of specified levels above the performance target will result in an award to the Participant not to exceed a percentage of Base Compensation determined by the Committee, paid in accordance with Article III. The Committee shall establish such specified levels above the performance target and the bonus award to be paid at each such specified level. Prior to the payment of a bonus award, the Committee shall determine in writing the level of performance attained by the Company during the fiscal year to which such bonus award relates.

Section 2.2 – Adjustments to Performance Components. For each fiscal year of the Company, the Committee may provide for objectively determinable adjustments to any of the performance components under Section 2.1 for one or more of the items of gain, loss, profit or expense: (i) determined to be extraordinary, unusual or special in nature or infrequent in occurrence; (ii) related to severance, including reduction in force programs; (iii) related to the disposal or acquisition of assets; (iv) related to a change in accounting principle; (v) related to discontinued operations or closed facilities; and (vi) attributable to the business operations of any entity or assets acquired by the Company during the fiscal year.

PAYMENT OF BONUS AWARD

Section 3.1 – Payment. Each bonus award shall be paid as soon as practicable after the end of the fiscal year to which such bonus award relates but in any event no later than the 15 th day of the third month following the end of such fiscal year.

Section 4.1 – Performance Goals. Any of the performance targets described in Section 2.1, if applicable to such bonus award, shall be established in writing by the Committee not later than ninety (90) days after the commencement of the period of service

to which the performance targets relate, provided that the outcome is substantially uncertain at the time the Committee actually establishes the performance targets; and, provided further, that in no event shall the performance targets be established after 25% of the period of service (as scheduled in good faith at the time the performance targets are established) has elapsed.

TRANSFERS AND TERMINATIONS

Section 5.1 – Transfers. For a Participant who moves from one Officer position to another or to a non-Officer position having bonus eligibility or from a non-Officer position having bonus eligibility into an Officer position during a fiscal year, the bonus award for the fiscal year will be the sum of the pro-rata bonus percentage attributable to each position multiplied by the Participant’s Base Compensation.

Section 5.2 – Terminations. Except as provided by the Committee or, if applicable, by the Participant’s employment agreement, a Participant whose employment, whether voluntarily or involuntarily, is terminated at any time during a fiscal year shall not be eligible to receive a partial year bonus award, except when the reason for leaving the position is for reasons of health or retirement. A participant whose employment terminates subsequent to the end of a fiscal year but prior to the payment of a bonus award shall not be entitled to receive such bonus award unless (i) otherwise provided by the Committee or by his or her Employment Agreement, if applicable; (ii) such termination of employment is by the Company other than for Cause; or (iii) such termination of employment is by reason of the Participant’s death or disability.

Section 6.1 – Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan, and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan. Notwithstanding any other provision in the Plan to the contrary, (i) the Committee shall have the right, in its discretion, to pay to any Participant an annual bonus for such year in an amount up to the maximum bonus payable under Section 2.2, based on individual performance or any other criteria that the Company deems appropriate; and (ii) in connection with the hiring of any person who is or becomes an Officer, the Committee may provide for a minimum bonus amount in any fiscal year, regardless of whether performance objectives are attained.

Section 7.1 – Amendment, Suspension or Termination of the Plan. This Plan does not constitute a promise to pay and may be wholly or partially amended or otherwise modified, suspended or terminated at any time and from time to time by the Board effective for the immediately succeeding fiscal year; provided that any amendment, suspension, modification or termination shall not adversely impact any award once it has been earned.