Exhibit
10.6


 


RITE AID CORPORATION


 


SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN


 


Effective April 13,
2010


 

















 


Table of Contents


 


	
  Purpose

  	
   

  	
  1

  
	
  ARTICLE 1 Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2 Eligibility and Participation

  	
   

  	
  3

  
	
  2.1

  	
  Eligibility for
  Participation

  	
   

  	
  3

  
	
  2.2

  	
  Selection for
  Participation in the Plan

  	
   

  	
  3

  
	
  2.3

  	
  Enrollment Requirements

  	
   

  	
  3

  
	
  2.4

  	
  Termination of
  Participation

  	
   

  	
  3

  
	
  2.5

  	
  Waiver of Other
  Nonqualified Deferred Compensation Benefits

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3 Crediting

  	
   

  	
  3

  
	
  3.1

  	
  Crediting of Account
  Balances

  	
   

  	
  3

  
	
  3.2

  	
  FICA and Other Taxes

  	
   

  	
  5

  
	
  3.3

  	
  Establishment of Trust

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 Unforeseeable Financial Emergencies; Withdrawal
  Election

  	
   

  	
  5

  
	
  4.1

  	
  Withdrawal
  Payout/Suspensions for Unforeseeable Financial Emergency

  	
   

  	
  5

  
	
  4.2

  	
  Withdrawal Election

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5 Plan Benefit

  	
   

  	
  5

  
	
  5.1

  	
  Payment of Plan Benefit

  	
   

  	
  5

  
	
  5.2

  	
  Installment Payments

  	
   

  	
  6

  
	
  5.3

  	
  Vesting

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 Beneficiary Designation

  	
   

  	
  6

  
	
  6.1

  	
  Beneficiary

  	
   

  	
  6

  
	
  6.2

  	
  Beneficiary
  Designation; Change

  	
   

  	
  6

  
	
  6.3

  	
  Acknowledgment

  	
   

  	
  7

  
	
  6.4

  	
  No Beneficiary
  Designation

  	
   

  	
  7

  
	
  6.5

  	
  Doubt as to Beneficiary

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 Termination, Amendment or Modification

  	
   

  	
  11

  
	
  7.1

  	
  Termination

  	
   

  	
  11

  
	
  7.2

  	
  Amendment

  	
   

  	
  7

  
	
  7.3

  	
  Effect of Payment

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8 Administration

  	
   

  	
  7

  
	
  8.1

  	
  Committee Duties

  	
   

  	
  7

  
	
  8.2

  	
  Agents

  	
   

  	
  7

  
	
  8.3

  	
  Indemnification of
  Committee

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9 Other Benefits and Agreements

  	
   

  	
  12

  
	
  9.1

  	
  Coordination with Other
  Benefits

  	
   

  	
  12

  



 

















 


	
  ARTICLE 10 Claims Procedures

  	
   

  	
  8

  
	
  10.1

  	
  Presentation of Claim

  	
   

  	
  8

  
	
  10.2

  	
  Notification of
  Decision

  	
   

  	
  8

  
	
  10.3

  	
  Review of a Denied
  Claim

  	
   

  	
  8

  
	
  10.4

  	
  Decision on Review

  	
   

  	
  9

  
	
  10.5

  	
  Legal Action

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11 Miscellaneous

  	
   

  	
  9

  
	
  11.1

  	
  Unsecured General
  Creditor

  	
   

  	
  9

  
	
  11.2

  	
  Company’s Liability

  	
   

  	
  9

  
	
  11.3

  	
  Nonassignability

  	
   

  	
  9

  
	
  11.4

  	
  Furnishing Information

  	
   

  	
  10

  
	
  11.5

  	
  Terms

  	
   

  	
  10

  
	
  11.6

  	
  Captions

  	
   

  	
  10

  
	
  11.7

  	
  Governing Law

  	
   

  	
  10

  
	
  11.8

  	
  Notice

  	
   

  	
  10

  
	
  11.9

  	
  Successors

  	
   

  	
  10

  
	
  11.10

  	
  Spouse’s Interest

  	
   

  	
  11

  
	
  11.11

  	
  Validity; No Waiver

  	
   

  	
  11

  
	
  11.12

  	
  Incompetent

  	
   

  	
  11

  
	
  11.13

  	
  Court Order

  	
   

  	
  11

  
	
  11.14

  	
  Distribution in the
  Event of Taxation

  	
   

  	
  11

  
	
  11.15

  	
  Taxes and Withholding

  	
   

  	
  11

  
	
  ARTICLE 12 Compliance with Code
  Section 409A

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  APPENDIX A

  	
   

  	
   

  



 

















 


RITE AID CORPORATION


 


SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN


 


Amended and Restated
Effective April 13, 2010


 


Purpose


 


The purpose of this Plan is to provide specified
benefits to a select group of management employees of Rite Aid Corporation, a
Delaware corporation (the “Company”). This Plan shall be unfunded for tax
purposes and for purposes of Title I of ERISA.


 


ARTICLE 1


Definitions


 


For purposes hereof, unless otherwise clearly apparent
from the context, the following phrases or terms shall have the following
indicated meanings:


 


1.1           “Account Balance” shall mean the credit
balance at the time of determination of a Participant’s Deferral Account.  This balance shall be a bookkeeping entry
only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to the Participant and his or her
Beneficiaries pursuant to this Plan.


 


1.2           “Beneficiary” shall mean one or more
persons, trusts, estates or other entities, designated in accordance with Article 6,
that are entitled to receive benefits under this Plan upon the death of a
Participant.


 


1.3           “Beneficiary Designation Form” shall mean
the form established from time to time by the Committee that a Participant
completes, signs and returns to the Committee to designate one or more
Beneficiaries.


 


1.4           “Board” shall mean the board of directors
of the Company, and “Chairman” shall mean the Chairman of the Board.


 


1.5           “Claimant” shall have the meaning set
forth in Section 10.1.


 


1.6           “Code” shall mean the Internal Revenue
Code of 1986, as amended.


 


1.7           “Committee” shall mean the committee
described in Article 8.


 


1.8           “Company” shall mean Rite Aid
Corporation, a Delaware corporation.


 


1.9           “Deferral Account” shall mean (i) the
sum of all of a Participant’s Monthly Deferral Amounts, plus (ii) additional
amounts debited or credited in accordance with Section 3.1, less (iii) all
distributions made to the Participant or his or her Beneficiary pursuant to
this Plan.  A separate Deferral Account
shall be maintained for each Participant. 
This account 


 

















 


shall be a
bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to the Participant
pursuant to this Plan.


 


1.10         “Deferral Account Relating to a Plan Year”
shall mean (i) a Participant’s aggregate Monthly Deferral Amounts relating
to a calendar year (or portion thereof) during which this Plan is in effect,
plus (ii) additional amounts debited or credited with respect such amounts
in accordance with Section 3.1, less (iii) any distributions relating
thereto.


 


1.11         “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended.


 


1.12         “Measurement Funds” shall mean that group
of mutual funds or other investment categories, which the Company shall
prescribe in writing by notice given to the Participants.


 


1.13         “Monthly Deferral Amount” shall mean the
amount to be credited to the Deferral Account of a Participant, as provided in Article 3
hereof.


 


1.14         “Normal Retirement Date” shall mean the
later of a Participant’s attainment of age sixty (60) or completion of five (5) full
calendar years of service with the Company, commencing with the year beginning January 1,
2001.


 


1.15         “Participant” shall mean an eligible
executive employee of the Company who is selected to participate in this Plan,
as provided in Article 2 hereof.


 


1.16         “Plan” shall mean this Supplemental
Executive Retirement Plan, which shall be evidenced by this instrument, as the
same may be amended from time to time.


 


1.17         “Termination of Employment” shall mean
the ceasing of a Participant’s employment with the Company, voluntarily or
involuntarily, for any reason.


 


1.18         “Unforeseeable Financial Emergency”
shall, for any benefit which accrued and was fully vested prior to January 1,
2005, mean an unanticipated emergency that is caused by an event beyond the
control of the Participant that would result in severe financial hardship to
the Participant resulting from (i) a sudden and unexpected illness or
accident of the Participant or a dependent of the Participant, (ii) a loss
of the Participant’s property due to casualty, or (iii) such other
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant, as determined in good faith by the
Committee.


 


Effective January 1, 2005, solely for benefits
which accrue or vest on or after such date, “Unforeseeable Financial Emergency”
shall mean severe financial hardship to the Participant resulting from an
illness or accident of the participant, the Participant’s spouse, or dependent
of the Participant (as specified in Section 409A), loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant.


 


1.19 “Specified Employee” means, for any year in which
the stock of the Company is tradeable on an established securities market, any
employee who meets the requirements of Internal Revenue Code Section 416(i)(1)(A)(i),
(ii), or (iii) (applied in accordance with the 


 

















 


Regulations thereunder, but without regard to Internal
Revenue Code Section 416(i)(5)) at any time during the 12 month period
ending on the last occurring December 31st.


 


ARTICLE 2


Eligibility and
Participation


 


2.1           Eligibility for Participation. 
Executive employees of the Company (which, for this purpose, shall
include subsidiaries of the Company) who have attained the position of vice
president or who have attained an executive position more senior than that of
vice president shall be eligible to participate in the Plan.


 


2.2           Selection for Participation in the Plan. 
From time-to-time, the Chairman, or such senior management employee(s) designated
by the Chairman, may select those individuals who are to participate in the
Plan from among those employees eligible for participation as provided in Section 2.1.  The initial Participants in the Plan shall be
so selected prior to, and shall commence participation in the Plan as of, the
effective date hereof.  Employees
subsequently selected shall commence participation as of the first day of the
calendar year following the year of their selection or at such earlier date as
the Chairman or his designee may determine.


 


2.3           Enrollment Requirements. 
Each Participant shall complete, execute and return to the Committee a
Beneficiary Designation Form.  In
addition, the Committee shall establish from time to time such other enrollment
requirements as it reasonably determines are necessary for purposes of the
Plan.


 


2.4           Termination of Participation. 
A Participant shall cease to be a Participant in the Plan upon the later
of:  (a)  the earliest of (i) his
ceasing to be employed by the Company in an eligible position, whether
voluntarily or involuntarily, for any reason whatsoever including, without
limiting the generality of the foregoing, death or disability; (ii) a
determination by the Chairman that the Participant shall no longer be eligible
to participate in the Plan; or (iii) the termination of the Plan, or (b) upon
receipt of the full distribution of his vested Account Balance.


 


2.5           Waiver of other Nonqualified Deferred
Compensation Benefits.  It shall be a pre-condition to
participation in this Plan that a Participant waive any rights he may have or
to which he might otherwise become entitled to receive any other nonqualified
retirement or deferred compensation benefit from the Company, whether by way of
or pursuant to any other plan, program, employment agreement or other
arrangement.  Such waiver shall be
effectuated in such manner and with such forms as the Committee shall prescribe
for this purpose.  Notwithstanding the
foregoing, the waiver requirement shall not apply with respect to the Key
Employees’ Deferred Compensation Plan.


 


ARTICLE 3


Crediting


 


3.1           Crediting of Account Balances. 
In accordance with and subject to such reasonable rules and
procedures as may from time to time be established by the Committee, amounts
shall be credited to or debited from a Participant’s Account Balance in
accordance with the following rules:


 

















 


(a)                                  Crediting of Monthly Deferral Amount. 
For each month during which he remains a Participant hereunder, a
Participant’s Deferral Account shall be credited as of the first day of said
month with the Participant’s Monthly Deferral Amount.  Except as provided hereinafter, the Monthly
Deferral Amount shall equal two percent (2%) of the Participant’s annual base
compensation from the Company (excluding bonuses) as determined by the
Committee.  Notwithstanding the
foregoing, the Monthly Deferral Amount of a Participant for any month prior to May 1,
2004 shall not exceed seven thousand dollars ($7,000).  The Monthly Deferral Amount of a Participant
For any month beginning on or after May 1, 2004, but prior to April 13,
2010 shall not exceed fifteen thousand dollars ($15,000).  The Monthly Deferral Amount of a Participant
beginning on or after April 14, 2010 shall not be subject to a maximum
amount.


 


(b)                                 Measurement Funds. 
Each Participant shall have the right, from time to time, to select
those Measurement Funds in which his or her Account Balance shall be deemed to
be invested, upon which to base a crediting rate for the purpose of crediting
or debiting amounts to the Participant’s Account Balance.  The Participant shall provide at least five (5) business
days’ notice to the Company prior to making any change in the deemed investment
of his or her Account Balance, but shall not in any event be permitted to make
such changes to the extent the Company would not be able to make corresponding
changes to its actual investment of funds, if any, it being understood that the
Company shall be under no obligation to invest any of its funds in the same
manner as any Participant’s deemed investment of his or her Account Balance.


 


(c)                                  Crediting or Debiting Method. 
A Participant’s Account Balance shall be credited or debited on a daily
basis, based on the performance of the selected Measurement Funds.  To the extent necessary to comply with
applicable insurance laws, a monthly Deferral Amount shall be deemed invested
at a money market rate of return prior to the expiration of any applicable
waiting period, and shall be deemed invested in the applicable Measurement
Funds from and after the expiration of such waiting period.


 


(d)                                 No Actual Investment. 
Notwithstanding any other provision of this Plan, the Measurement Funds
are to be used for measurement purposes only, and the crediting or debiting of
amounts to a Participant’s Account Balance shall not be considered or construed
in any manner as an actual investment of his or her Account Balance in any
Measurement Fund.  In the event that the
Company, in its own discretion, decides to invest funds in any Measurement Fund
and/or through investments held under the Trust described in Section 3.3
hereof, no Participant shall have any rights in or to any such Fund or such
investments.  Without limiting the
foregoing, a Participant’s Account Balance shall at all times be a bookkeeping
entry only and shall not represent any investment made on his or her behalf by


 

















 


the Company; the Participant shall at all times remain an unsecured
creditor of the Company.


 


3.2           FICA and Other Taxes. 
The Company shall withhold the Participant’s share of FICA and other
employment taxes relating to Monthly Deferral Amounts in such reasonable manner
as the Company deems appropriate.


 


3.3           Establishment of Trust. 
In connection with the adoption of this Plan, Company has established a
Trust pursuant to a Trust Agreement of even date herewith (the “Trust”).  The Company intends to make contributions to
said Trust to assist the Company in discharging its obligations hereunder to
the Participants or their beneficiaries and, in the event of a “Change in
Control of the Company”, as that term is defined in Appendix A hereto, the
Company shall, on the Change in Control date, contribute to the Trust the
amount needed to cause the Trust to have assets equal to the “Plan Benefits”
(as defined in Article 5) of all of the Participants.  Notwithstanding the foregoing, the funding
described in the preceding sentence shall not occur as a result of a
substantial downturn in the Company’s financial status


 


ARTICLE 4


 Unforeseeable Financial Emergencies;


Withdrawal Election


 


4.1           Withdrawal Payout/Suspensions for
Unforeseeable Financial Emergencies.  If the
Participant experiences an Unforeseeable Financial Emergency, the Participant
may petition the Committee to receive a partial or full payout of the vested
portion of his or her Deferral Account. 
The amount of the payout shall not exceed the lesser of the Participant’s
vested Deferral Account or the amount reasonably needed to satisfy the
Unforeseeable Financial Emergency.  The
Committee shall consider each such request in good faith.  If the petition for a payout is approved,
such payout shall be made as promptly as reasonably practicable.


 


In addition, effective for benefits that accrued and
were fully vested on or after January 1, 2005, any distribution on account
of an Unforeseeable Financial Emergency shall comply with the relevant
provisions of Internal Revenue code Section 409A, together with the final
regulations and interpretations promulgated thereunder.  Without limiting the generality of the
foregoing, any such distribution shall be limited to an amount that shall not
exceed the amounts necessary to satisfy the emergency plus amounts necessary to
pay taxes reasonably anticipated as a result of the distribution, after taking
into account the extent to which hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of
the Participant’s assets (to the extent the liquidation of the assets would not
itself cause severe financial hardship).


 


4.2           Withdrawal Election. 
A Participant (or Beneficiary, if applicable) may elect to withdraw the
entire vested portion of his or her Account Balance or, if the payment of Plan
Benefits has already commenced, the amount of his remaining unpaid Plan
Benefits, in either case less a 10% withdrawal penalty (the net amount shall be
referred to as the “Withdrawal Amount”). 
No partial withdrawals shall be allowed. 
The Participant shall make this election by giving the Committee advance
written notice of the election.  The
penalty shall be equal to 10% of the Participant’s Account Balance determined
immediately prior to the withdrawal.  The


 

















 


Participant shall be paid the Withdrawal Amount in a
lump sum as promptly as reasonably practicable following receipt by the
Committee of the notice of the Withdrawal Election.  A Participant who receives a Withdrawal
Amount shall thereupon cease to be a Participant and shall not again be
eligible to be a Participant in this Plan. 
Notwithstanding the foregoing, this section shall solely be effective
for benefits which accrued and were fully vested prior to January 1, 2005,
and shall not be effective for any benefits which accrued or vested on or after
such date.


 


ARTICLE 5


Plan Benefit


 


5.1           Payment of Plan Benefit. 
Except as provided in Section 5.2, a Participant who attains his
Normal Retirement Date or whose employment terminates for any reason and under
any circumstances shall thereupon be entitled to receive, as a benefit
hereunder (the “Plan Benefit”), his entire vested Account Balance determined as
of the date the Participant terminates employment with the Company.  The Plan Benefit shall be payable to the
Participant within sixty (60) days following his termination of employment.


 


5.2                                 Installment Payments(a)    
For benefits which accrued and were fully vested prior to January 1,
2005, notwithstanding the provisions of Section 5.1, a Participant shall
have the right to file an election with the Company providing for payment of
his Account Balance in five (5), ten (10), or fifteen (15) consecutive annual
installments commencing with his entitlement to begin receiving his Plan
Benefit.  Each such installment shall
include interest on the unpaid balance from the date on which the Participant
becomes entitled to receive his Plan Benefit at the prime rate of interest, as
published in the “Money Rates” Section of The Wall Street Journal.  The prime rate of interest shall be on or as
of the business date closest to December 1st of each year and the prime rate as so
determined shall be applied with respect to the calendar year following the December 1st date of
determination.  The prime rate initially
employed shall be that as of the December 1st preceding the commencement of the payment of
installments to the participant.  The
amount of each installment payment shall be redetermined on the first day of
the month coincident with or next following the anniversary of the date of
termination each year, based upon the prime rate of interest determined as
aforesaid, the remaining Account Balance, and the remaining number of payment
periods.  No such election shall be valid
unless made at least one year prior to the actual date of termination, any
election made during such one year period shall be ignored in favor of the most
recent such election made at least one year prior to the actual date of
termination and, in default of any such installment election, the Plan Benefit
shall be paid in a single lump sum payment. 
If the Plan Benefit of a Participant or his Beneficiary does not exceed
Fifty Thousand Dollars ($50,000), it shall be paid in a single lump sum, any
election by the Participant to the contrary notwithstanding.  To the extent permissible by law, each
payment and each installment described in this Section 5.2 shall be
considered a separate payment from each other payment or installment.


 

















 


(b)                                 For benefits which accrue or vest on or
after January 1, 2005, notwithstanding the provisions of Section 5.1
(or the preceding Section 5.2(a)), a Participant shall have the right to
file an election with the Company providing for payment of his Account Balance
in five (5), ten (10), or fifteen (15) consecutive annual installments
commencing with his entitlement to begin receiving his Plan Benefit.  Each such installment shall include interest
on the unpaid balance from the date on which the Participant becomes entitled
to receive his Plan Benefit at the prime rate of interest, as published in the “Money
Rates” Section of The Wall Street Journal. 
The prime rate of interest shall be on or as of the business date
closest to December 1st of each year and the prime rate as so
determined shall be applied with respect to the calendar year following the December 1st date of
determination.  The prime rate initially
employed shall be that as of the December 1st preceding the commencement of the payment of
installments to the participant.  The
amount of each installment payment shall be redetermined on the first day of
the month coincident with or next following the anniversary of the date of
termination each year, based upon the prime rate of interest determined as
aforesaid, the remaining Account Balance, and the remaining number of payment
periods.  No such election shall be valid
unless made at or prior to the end of the year prior to the year in which the
deferrals are made, any election made after such date shall be ignored in favor
of the most recent such election made at least one year prior to the actual
date of deferral and, in default of any such installment election, the Plan
Benefit shall be paid in a single lump sum payment.  If the Plan Benefit of a Participant or his
Beneficiary does not exceed the limitation for the year of distribution set
forth in Internal Revenue Code Section 402(g) ($15,500 for 2008), it
shall be paid in a single lump sum, any election by the Participant to the
contrary notwithstanding.


 


If the Plan Administrator
so permits, any distribution election made pursuant to the preceding paragraph
may be modified by the Participant so long as the following requirements are
met:


 


(1) any such
modification is made at least one year before the distribution is to be made
under the existing election; and


(2) the modification
defers the payment of benefits for at least five years from the date on which
the payment would have begun under the original election.


 


Notwithstanding the preceding paragraph, on or prior
to December 31, 2008, each Participant shall be entitled to change
elections previously made for his or her annual account in years 2005, 2006,
2007 and 2008, so long as such elections do not defer receipt of any portion of
his Account


 

















 


Balance which would otherwise have been received in
the year in which the election is made, or accelerate receipt of any portion of
his Account Balance into the year in which the election is made.


 


5.3                                 Vesting(a)       A
Participant’s entitlement to receive his Deferral Account Relating to any
particular Plan Year as a Plan Benefit hereunder shall vest at the rate of
twenty percent (20%) per year for each full or partial calendar year of
participation in the Plan beginning with the effective date of the Plan.  Notwithstanding the foregoing, a Participant’s
right to receive his entire Account Balance shall be fully vested upon his
death, termination of employment due to total disability (as determined by the
Committee), attainment of Normal Retirement Date, termination of the Plan, or a
“Change in Control of the Company,” as defined in Appendix A hereto  provided, effective September 20,
2006, that any amounts credited to a Participant’s Account Balance in respect
of periods after the date of such Change in Control of the Company shall vest
in accordance with the terms of the Plan and shall not be affected by the
occurrence of such Change in Control of the Company.


 


Notwithstanding anything herein to the contrary, effective August 1,
2005, the Senior Vice President of Human Resources, (or his or her designee)
may, following a reasonable good faith determination, designate one or more
executives who continue to be employed by the Company but who cease to be a
Participant because they cease to be employed in an eligible position as
described in Section 2.4, to continue to be treated as a Participant under
Section 5.3 solely for the purpose of determining their vested interest in
the balance (including amounts credited or debited thereafter under Section 3.1(b))
of his or her Deferral Account on the date he or she ceased to be a Participant
(“Vesting Participant”) until the earlier of (i) their termination of
employment with the Company for any reason, or (ii) a determination in
reasonable good faith by the Senior Vice President of Human Resources (or his
or her designee) that the designated executive shall no longer be a Participant
in the Plan for purposes of Section 5.3. A Vesting Participant’s Deferral
Account shall not be eligible to be credited with the monthly Deferral Amount
effective on the date he or she ceases to be employed in an eligible position
as described in Section 2.4.


 


Effective December 19, 2007, notwithstanding anything in this Plan
to the contrary, a Participant’s right to receive his entire Account Balance
shall be fully vested upon his death, termination of employment due to total
disability (as determined by the Committee), attainment of Normal Retirement
Date, termination of the Plan, or upon involuntary termination of employment
with the Company, other than for “Cause” (as defined in


 

















 


subsection 5.3(b)), within twelve months following a “Change in Control
of the Company,” as defined in Appendix A hereto.


 


(b)                                 Notwithstanding anything herein to the
contrary, effective August 1, 2005, if a Participant’s employment is
terminated for “Cause,” the Participant shall (i) not be entitled to any
portion of his or her Deferral Account; (ii) forfeit the portion of his or
her Deferral Account which as of the date of his or her termination of
employment for Cause has not been paid; and (iii) be obligated to repay to
the Company, the amount if any, of his or her Deferral Account previously paid
to him or her. For purposes of this Subsection 5.3(b) “Cause” as
determined in reasonable good faith by the Senior Vice President of Human
Resources (or his or her designee) or the Board of Directors shall mean (i) the
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, (ii) misappropriation of any funds or property of the Company
or any subsidiary; (iii) conduct by the Participant which is a material
violation of Company policy or any agreement between the Company and the
Participant 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) the Participant is convicted of or pleads to a felony
involving moral turpitude; or (vii) the use or imparting by the
Participant of any confidential or proprietary information of the Company, or
any subsidiary in violation of any confidentiality or proprietary agreement to
which the Participant is a party.


 


ARTICLE 6


Beneficiary Designation


 


6.1           Beneficiary. 
Each Participant shall have the right, at any time, to designate his or
her Beneficiary (both primary as well as contingent) to receive any benefits
payable under the Plan to a beneficiary upon the death of a Participant.  The Beneficiary designated under this Plan
may be the same as or different from the Beneficiary designation under any
other plan of the Company in which the Participant participates.


 


6.2           Beneficiary Designation; Change. 
A Participant shall designate his or her Beneficiary by completing and
signing the Beneficiary Designation Form, and returning it to the Committee or
its designated agent.  A Participant
shall have the right to change a Beneficiary by completing, signing and
otherwise complying with the terms of the Beneficiary Designation Form and
the Committee’s rules and procedures, as in effect from time to time. Upon
the acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled.  The Committee shall be entitled to rely on
the last Beneficiary Designation Form filed by the Participant and
accepted by the Committee prior to his or her death.


 














 


6.3           Acknowledgment. 
No designation or change in designation of a Beneficiary shall be
effective until received, accepted and acknowledged in writing by the Committee
or its designated agent.


 


6.4           No Beneficiary Designation. 
If a Participant fails to designate a Beneficiary as provided in
Sections 6.1, 6.2 and 6.3 above, or if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the
Participant’s benefits, then the Participant’s designated Beneficiary shall be
deemed to be his or her surviving spouse. 
If the Participant has no surviving spouse, the benefits remaining under
the Plan to be paid to a Beneficiary shall be payable to the executor or
personal representative of the Participant’s estate or otherwise as directed
under any applicable living trust or similar instrument of the Participant.


 


6.5           Doubt as to Beneficiary. 
If the Committee has any doubt as to the proper Beneficiary to receive
payments pursuant to this Plan, the Committee shall have the right, exercisable
in good faith, to cause the Company to withhold such payments until this matter
is resolved to the Committee’s satisfaction.


 

















 


ARTICLE 7


Termination, Amendment or
Modification


 


7.1           Termination. The Company reserves the right to
terminate the Plan at any time.  Upon
termination of the Plan, each Participant’s balance shall be fully vested and,
to the extent permissible by Internal Revenue Code Section 409A, paid to
him or her according to the provisions of Article 5 of this Plan. Any such
termination and the attendant payment of benefits shall comply with the
provisions of Internal Revenue Code Section 409A, and the final
regulations thereunder including, but not limited to, the requirement that all
similar plans of the Company be terminated.


 


7.2           Amendment. The Company may amend the Plan from time-to-time,
but no amendment shall adversely affect the rights which a Participant shall
have accrued hereunder at the time of the amendment without the express written
consent of such Participant.


 


7.3           Effect of Payment. 
The full payment of the applicable Plan Benefit under Articles 4, 5
and/or 6 of the Plan, whether directly by the Company and/or through the Trust
described in Section 3.3, shall completely discharge all obligations to a
Participant and his or her designated Beneficiaries under this Plan.


 


ARTICLE 8


Administration


 


8.1           Committee Duties. 
This Plan shall be administered by a Committee which shall consist of
the Board, or such committee as the Board shall appoint.  The Committee shall also have the discretion
and authority in good faith to (i) make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of this Plan and (ii) decide
or resolve any and all questions including interpretations of this Plan, as may
arise in connection with the Plan.


 


8.2           Agents.  In the
administration of this Plan, the Committee may, from time to time, employ
agents and delegate to them such administrative duties as it sees fit
(including acting through a duly appointed representative) and may from time to
time consult with counsel who may be counsel to the Company.


 

















 


8.3           Indemnification of Committee. 
The Company shall indemnify and hold harmless the members of the
Committee against any and all claims, losses, damages, expenses or liabilities
arising from any action or failure to act with respect to this Plan, except in
the case of willful misconduct by the Committee or any of its members.


 


ARTICLE 9


Other Benefits and
Agreements


 


9.1           Coordination with Other Benefits. 
Except as otherwise provided in Section 2.5, the benefits provided
for a Participant and such Participant’s Beneficiary under the Plan are in
addition to any other benefits available to such Participant under any other
plan or program maintained by the Company.


 


ARTICLE 10


Claims Procedures


 


10.1         Presentation of Claim. 
Any Participant or Beneficiary of a deceased Participant (such
Participant or Beneficiary being referred to below as a “Claimant”) may deliver
to the Committee a written claim for a determination with respect to the
amounts distributable to such Claimant from the Plan.


 


10.2         Notification of Decision. 
The Committee shall consider a Claimant’s claim within a reasonable
time, and shall notify the Claimant in writing:


 


(a)                                  that the Claimant’s requested determination
has been made, and that the claim has been allowed in full; or


 


(b)                                 that the Committee has reached a
conclusion contrary, in whole or in part, to the Claimant’s requested
determination, and such notice must set forth in a manner calculated to be
understood by the Claimant:


 


(i)                                     the specific reason(s) for the
denial of the claim, or any part of it;


 


(ii)                                  specific reference(s) to pertinent
provisions of the Plan upon which such denial was based;


 


(iii)                               a description of any additional material
or information necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is necessary; and


 


(iv)                              an explanation of the claim review
procedure set forth in Section 10.3 below.


 


10.3         Review of a Denied Claim. 
Within 60 days after receiving a notice from the Committee that a claim
has been denied, in whole or in part, a Claimant (or the Claimant’s duly
authorized representative) may file with the Committee a written request for a
review of the


 

















 


denial of the claim.  Thereafter,
but not later than 30 days after the review procedure began, the Claimant (or
the Claimant’s duly authorized representative):


 


(a)                                  may review pertinent documents;


 


(b)                                 may submit written comments or other
documents; and/or


 


(c)                                  may request a hearing, which the
Committee, in its sole discretion, may grant.


 


10.4         Decision on Review. 
The Committee shall render its decision on review promptly, and not
later than 60 days after the filing of a written request for review of the
denial, unless a hearing is held or other special circumstances require
additional time, in which case the Committee’s decision must be rendered within
120 days after such date.  Such decision
must be written in a manner calculated to be understood by the Claimant, and it
must contain:


 


(a)                                  specific reasons for the decision;


 


(b)                                 specific reference(s) to the
pertinent Plan provisions upon which the decision was based; and


 


(c)                                  such other matters as the Committee deems
relevant.


 


10.5         Legal Action. 
A Claimant’s compliance with the foregoing provisions of this Article 10
is a mandatory prerequisite to a Claimant’s right to commence any legal action
with respect to any claim for benefits under this Plan.


 


ARTICLE 11


Miscellaneous


 


11.1         Unsecured General Creditor. 
Participants and their Beneficiaries, heirs, successors and assigns
shall have no legal or equitable rights, interests or claims in any property or
assets of the Company.  Any and all of
the Company’s assets shall be, and remain, the general, unpledged unrestricted
assets of the Company.  The Company’s
obligation under the Plan shall be merely that of an unfunded and unsecured
promise to pay money in the future.


 


11.2         Company’s Liability. 
The Company’s liability for the payment of benefits shall be defined
only by the Plan and any elections made by the Participant pursuant to the
Plan.  The Company shall have no
obligation to a Participant under the Plan except as expressly provided in the
Plan and any such election.


 


11.3         Nonassignability. 
Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate, alienate or convey in advance of actual
receipt, the amounts, if any, payable hereunder, or any part thereof, which
are, and all rights to which are expressly declared to be, nonassignable and
non-transferable, except that the foregoing shall not apply to any family
support obligations set forth in a court order. 
No part of the amounts payable shall, prior to actual payment, be
subject to seizure, attachment, garnishment or sequestration for the payment


 

















 


of any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, nor be transferable by operation of law in the
event of a Participant’s or any other person’s bankruptcy or insolvency.


 


11.4         Furnishing Information. 
A Participant or his or her Beneficiary will cooperate with the
Committee by furnishing any and all information requested by the Committee and
take such other actions as may reasonably be requested in order to facilitate
the administration of the Plan and the payments of benefits hereunder,
including but not limited to taking such physical examinations as the Committee
may reasonably deem necessary.


 


11.5         Terms.  Whenever any
words are used herein in the masculine, they shall be construed as though they
were in the feminine in all cases where they would so apply; and whenever any
words are used herein in the singular or in the plural, they shall be construed
as though they were used in the plural or the singular, as the case may be, in
all cases where they would so apply.


 


11.6         Captions.  The captions
of the articles, sections and paragraphs of this Plan are for convenience only
and shall not control or affect the meaning or construction of any of its
provisions.


 


11.7         Governing Law. 
Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the internal laws of the State of Pennsylvania without
regard to its conflicts of laws principles.


 


11.8         Notice.  Any notice or
filing required or permitted to be given to the Committee under this Plan shall
be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:


 


General Counsel


Rite Aid Corporation


30 Hunter Lane


Camp Hill, PA  17011


 


Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.


 


Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered, or sent
by mail, to the last known address of the Participant.


 


11.9         Successors.  This Plan and
all rights of each Participant hereunder shall inure to the benefit of and be
enforceable by the Participant’s Beneficiary, personal or legal
representatives, or estate, to the extent any such person succeeds to the
Participant’s interests under this Plan. 
No rights or obligations of the Company under this Plan may be assigned
or transferred except that the Company shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company expressly to assume
and agree to perform the Company’s obligations under this Plan in the same
manner and to the same extent that the Company would have been


 

















 


required to perform it if no such succession had taken place.  As used in this Plan, the “Company” shall mean
both the Company as defined above and any successor to its business and/or
assets (by merger, purchase or otherwise) which executes and delivers the
agreement provided for in this Section 11.9 or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law or
otherwise.


 


11.10       Spouse’s
Interest.  The interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in any
manner, including but not limited to such spouse’s will, nor shall such
interest pass under the laws of intestate succession,


 


11.11       Validity;
No Waiver.  In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been inserted
herein.  The failure of the Company or
any Participant to insist upon strict compliance with any provisions of, or to
assert any right under, this Plan shall not be deemed to be a waiver of such
provision or right or of any other provision of or right under this Plan.


 


11.12       Incompetent. 
If the Committee determines in its discretion that a benefit under this
Plan is to be paid to a minor, a person declared incompetent or to a person
incapable of handling the disposition of that person’s property, the Committee
may direct payment of such benefit to the guardian, legal representative or
person having the care and custody of such minor, incompetent or incapable
person.  The Committee may require proof
of minority, incompetency, incapacity or guardianship, as it may deem
appropriate prior to distribution of the benefit.  Any payment of a benefit shall be a payment
for the account of the Participant and the Participant’s Beneficiary, as the
case may be, and shall be a complete discharge of any liability under the Plan
for such payment amount.


 


11.13       Court
Order.  The Committee is authorized to make any
payments directed by court order in any action in which the Plan or the
Committee has been named as a party.


 


11.14       Distribution
in the Event of Taxation.  If; for any reason, all or any
portion of a Participant’s benefit under this Plan becomes taxable to the
Participant prior to receipt, the Company shall promptly distribute to the
Participant immediately available funds in an amount equal to the taxable
portion of his or her benefit (which amount shall not exceed the Participant’s
unpaid Account Balance under the Plan).


 


11.15       Taxes
and Withholding.  The Company may withhold from any
distribution under this Plan any and all employment and income taxes that are
required to be withheld under applicable law.


 

















 


ARTICLE 12


COMPLIANCE WITH CODE SECTION 409A


 


12.1         General


 


Notwithstanding anything
in this Plan to the contrary, effective as of January 1, 2005, the
following provisions shall govern:  The
provisions listed below are intended to be compliant with Internal Revenue Code
Section 409A and the final regulations promulgated thereunder (‘409A’) and
shall be construed to be so compliant. 
The provisions of this Article 12 shall apply only to benefits
accrued after January 1, 2005 or which did not vest until after December 31,
2004.


 


12.2                           Payment of
Benefits


 


No Participant shall have
the opportunity to accelerate or further defer payment amounts except as
permitted by 409A.  Any payment to which
the Participant becomes entitled under the Agreement, or any arrangement or plan
referenced in this Agreement, that constitutes “deferred compensation” under
409A, and is (i) payable upon the Participant’s termination; (ii) at
a time when the Participant is a “specified employee” as defined by 409A shall
not be made until the earliest of:


 


(a)                                  the expiration of the six month period
(the “Deferral Period”) measured from the date of the Participant’s ‘separation
from service’ under 409A;


(b)                                 the date the Participant becomes “disabled”
under 409A; or


(c)                                  the date of the Participant’s death.


 


Upon the expiration of
the Deferral Period, all payments that would have been made during the Deferral
Period (whether in a single lump sum or in installments) shall be paid as a
single lump sum to the Executive or, if applicable, his beneficiary.


 


IN WITNESS WHEREOF, the undersigned has executed this restated Plan
document on behalf of the Company this 13th day of April, 2010, the restated Plan to
become effective as of April 13, 2010.


 


	
   

  	
  RITE AID CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc A. Strassler

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President & General Counsel

  



 

















 


APPENDIX A


 


A “Change in Control of the Company” shall be deemed to have occurred
if, as the result- of a single transaction or a series of transactions, the
event set forth in any one of the following paragraphs shall have occurred:


 


(1)           any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing 35% or more
of the combined voting power of the Company’s then outstanding voting
securities; or


 


(2)           Incumbent Directors cease at any time and for any
reason to constitute a majority of the number of directors then serving on the
Board.  “Incumbent Directors” shall mean
directors who either (A) are directors of the Company as of the Effective
Date or (B) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the Incumbent Directors at the time
of such election or nomination (but shall not include an individual whose
election or nomination is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors to the Board); or


 


(3)           there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any other
corporation, other than (i) a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any parent thereof) at least 60% of the combined voting power of the
securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (ii) a
merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing 35% or more
of the combined voting power of the Company’s then outstanding voting
securities; or


 


(4)           the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or an agreement for the sale
or disposition by the Company of all or substantially all of the Company’s
assets, other than a sale or disposition by the Company of all or substantially
all of the Company’s assets to an entity, at least 60% of the combined voting
power of the voting securities of which are owned by stockholders of the
Company in substantially the same proportions as their ownership of the Company
immediately prior to such sale.


 


“Affiliate” shall have the meaning set forth in Rule l2b-2 under Section 12
of the Exchange Act.


 


“Beneficial Owner” shall have the meaning set forth in Rule l3d-3
under the Exchange Act, except that a Person shall not be deemed to be the
Beneficial Owner of any securities which are properly filed on a Form 13G.


 

















 


“Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended from time to time.


 


“Person” shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except, that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.