rad_Ex10_46


		
			Exhibit 10.46
		

		
			 
		

		
			 
		

		
			November 6, 2019
		

		
			 
		

		
			Mr. Justin Mennen
		

		
			Executive Vice President and
		

		
			Chief Information Officer
		

		
			Rite Aid Corporation
		

		
			30 Hunter  Lane
		

		
			Camp Hill, PA 17011
		

		
			 
		

		
			RE:       Agreement dated as of December 7, 2018 by and between Rite  Aid Corporation (the "Company") and Justin Mennen (the "Executive"), as amended from time to time (the "Agreement")
		

		
			 
		

		
			Dear Justin:
		

		
			 
		

		
			I am pleased to provide you with this letter in order to update the Agreement to reflect your promotion to the position of Executive Vice President and Chief Information Officer of the Company, effective September 18, 2019 (the "Amendment   Date").
		

		
			 
		

		
			In consideration of your appointment and of other good and valuable consideration, the receipt of which is acknowledged:
		

		
			 
		

		
			1.         Section 2.1 ("Position and Duties-Generally") is hereby amended by:
		

		
			 
		

		
			a.    deleting the term "Senior Vice President and Chief Information Officer" and replacing it with the term "Executive Vice President and Chief Information Officer" in the first sentence of Section  2.1;
		

		
			 
		

		
			b.   deleting the term "customary for a Senior Vice President" and replacing it with the term "customary for an Executive Vice President" in the first sentence of Section 2.1; and
		

		
			 
		

		
			c.    deleting the term "Senior Executive Vice President, Chief Administrative Officer and Chief Financial Officer" and replacing it with the term "Chief Executive Officer" in the third sentence of Section  2.1.
		

		
			 
		

		
			2.          Section 4.5 ("Annual Financial Planning Allowance") is hereby amended by deleting the amount "$3,000.00" and  replacing  it with the amount "$5,000.00".
		

		
			 
		

		
			3.          Section 5.4(a) ("Definition of Good Reason") is hereby amended by deleting the term "Senior Vice President and Chief Information Officer" and replacing it with the term "Executive Vice President and Chief Information Officer".
		

		
			 
		

		
			If you are in agreement with the changes described in the above paragraphs, please sign both copies of this letter below where indicated, returning one copy to me and retaining one copy for your records.
		

		
			 
		

		
			[SIGNATURE PAGE FOLLOWS]
		

		
			 
		

		
			
		

		
			


		 





		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Sincerely,

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						Rite Aid Corporation

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ James J. Comitale

				
	
					
						 

					
					
						Name:

					
					
						James J. Comitale

				
	
					
						 

					
					
						Title:

					
					
						Executive Vice President and General Counsel

				
	
					
						 

					
					
						 

				
	
					
						Agreed:

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						/s/ Justin Mennen

					
					
						 

				
	
					
						Justin Mennen