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):
June 7, 2007
Rite Aid Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-5742 23-1614034
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
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Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Amendment to 2008 Bonus Plan
On June 7, 2007, the Compensation Committee (the "Compensation Committee") of
the Board of Directors (the "Board") of Rite Aid Corporation ("Rite Aid" or the
"Company") approved an amendment (the "Amendment") to the Company's 2008 Bonus
Plan (the "Plan"), a cash bonus plan for the Named Executive Officers (as named
in the Company's 2007 Annual Meeting Proxy Statement), other corporate executive
officers and corporate key managers (each a "Participant"), which was described
in the Company's Current Report on Form 8-K filed on April 13, 2007.
The Amendment provides that, in addition to any bonus a Participant may be
entitled to under the original terms of the Plan, if the Company achieves 100%
or more of the Adjusted EBITDA target for fiscal year 2008, and if inclusive in
such results are cost savings of at least $155 million related to the recent
acquisition of the Brooks-Eckerd drugstore chains from The Jean Coutu Group
(PJC) Inc. (the "Acquisition"), then the Participant will receive an additional
payment equal to 50% of such Participant's target (on plan) bonus for fiscal
year 2008.
Cash Awards Related to the Closing of the Acquisition
On June 7, 2007, the Compensation Committee granted cash awards, payable on the
date of grant, to the following Named Executive Officers in connection with the
June 4, 2007 closing of the Acquisition:
Mary F. Sammons: $ 500,000
James P. Mastrian: 300,000
Kevin Twomey: 300,000
In addition, the former Chairman of the Board and other executive officers of
the Company received cash awards of $700,000, in the aggregate.
Retention Awards Related to the Acquisition
On June 7, 2007, the Compensation Committee granted due diligence retention
awards to the following Named Executive Officers in connection with the
Acquisition, which awards are payable 50% in cash on the date of grant and 50%
in restricted stock that fully vests one year after the date of grant:
Mary F. Sammons: $ 2,000,000
James P. Mastrian: 895,125
Mark C. Panzer: 630,360
Kevin Twomey: 273,156
Jerry Mark deBruin: 241,020
In addition, the former Chairman of the Board and other executive officers of
the Company received due diligence retention awards of $758,720, in the
aggregate.
The dollar amounts for the retention awards related to the Acquisition represent
the sum of the cash component and the value of the restricted stock on the date
of grant.
SIGNATURES
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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: June 13, 2007
By: /s/ Robert B. Sari
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Name: Robert B. Sari
Title: Executive Vice President,
General Counsel and Secretary