Exhibit 10.2


 


 


 


This AWARD AGREEMENT, dated as of [DATE], 2020
(the "Date of Grant"), is delivered by Rite Aid Corporation (the "Company") to [NAME] (the "Grantee").
Capitalized terms not defined herein shall have the meanings ascribed to them in the Rite Aid Corporation 2020 Omnibus Equity Plan
(the "Plan"). This agreement evidences the awards made under Section 1 (collectively, the "Award"). Your Award
will post to your Plan brokerage account no later than [DATE], 2020.


 


Award



 


		·	Restricted Stock



	 	 	Number of Shares:	XX,XXX	 
	 	 	Vesting Schedule:	[[XX % on [DATE]	 
	 	 	 	XX % on [DATE]	 
	 	 	 	XX % on [DATE]]	 
	 	 	 	 	 


 


		·	Performance Units



	 	 	
        Number of Performance Units:
	XX,XXX
	 	 	 	 
	 	 	 	 
	 	 	
        Performance Metrics:

        
	
        

	 	 	 	 
	 	 	 	 
	 	 	Performance Units Vesting and Settlement:	 	·	[Earned units will vest and a payment date will be established after the certification of Fiscal [YEAR] results.
	 	 	 	 	·	You will have to maintain continuous employment to through the Certification Date in order to vest.]


 






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Certain Terms and Conditions 



 


Adjustment


Upon the occurrence of a change in capitalization
as described in Section 3(c) of the Plan, the Committee shall, in its sole and absolute discretion, make adjustments in the number
and kind of shares of stock that may be issued under the Award.


 


Withholding


Whenever shares of Company Stock are to be delivered
pursuant to an Award, the Company shall have the right to require the Grantee to remit to the Company in cash an amount sufficient
to satisfy any federal, state and local withholding tax requirements related thereto or the Grantee may satisfy the foregoing requirement
by electing to have the Company withhold from delivery shares of Company Stock having a value equal to the minimum amount of tax
required to be withheld upon which is hereby authorized by the Committee.


 


Termination of Employment


In General. Except as otherwise provided
herein or in a written employment agreement between the Company and the Grantee, upon the termination of the Grantee's employment
with the Company for any reason prior to the applicable vesting date set forth in Section 1 above, (1) any and all shares of Restricted
Stock that had not yet vested shall be immediately forfeited by the Grantee and (2) the Performance Units shall also be immediately
forfeited by the Grantee.


 


Termination for Cause. If the Grantee's
employment with the Company terminates for Cause, then all outstanding shares of Restricted Stock and all outstanding Performance
Units shall be immediately forfeited by the Grantee. "Cause" shall have the meaning ascribed to such term in the Grantee's
individual employment, severance or other agreement with the Company or, if the Grantee is not party to such an agreement, "Cause"
shall mean conduct that is detrimental to the Company.


 


Change in Control. Upon the occurrence
of a Change in Control, this Award shall be subject to Section 14 of the Plan. Notwithstanding anything in the Plan or this Award
Agreement to the contrary, upon a Qualifying Termination within twenty-four (24) months following a Change in Control, the Grantee
will vest in a number of Performance Units equal to the product of (x) the number of Performance Units subject to this Award assuming
the target level of performance, multiplied by (y) a fraction, the numerator of which is the number of days elapsed from the first
day of the performance period through and including the date of the Qualifying Termination, and the denominator of which is the
total number of days in the performance period.


 






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Entire Agreement; Governing Law


The Plan is incorporated herein by reference.
The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified except by means of a writing signed by the Company and the Grantee. If there is a conflict between
the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan
shall govern. This Award Agreement shall be construed and administered in accordance with the laws of the State of Delaware without
reference to its principles of conflicts of law.


 


No Guarantee of Continued Service


The Grantee acknowledges and agrees that this
Award Agreement and the transactions contemplated hereunder do not constitute an express or implied promise of continued engagement
as an employee for any period and shall not interfere with the Grantee's right or the Company's right to terminate the Grantee's
employment at any time, with or without Cause.


 


Successors and Assigns


The terms of this Award Agreement shall be binding
upon the Grantee and upon the Grantee's heirs, executors, administrators, personal representatives, assignees and successors in
interest, and upon the Company and its successors and assignees, subject to the terms of the Plan.


 


The Grantee and the Company agree that this
Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement. The Grantee has reviewed
the Plan and this Award Agreement and fully understands all provisions of the Plan and Award Agreement. The Grantee hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the
Plan and this Award Agreement.


 


Restrictive Covenants


You acknowledge and agree that the confidentiality
obligations and the restrictive covenants and agreements set forth in Sections 6 and 7 of the Employment Agreement, respectively,
and any other written restrictive covenants and confidentiality agreements set forth in the Company’s equity plan and award
agreements provided to you thereunder, are incorporated herein by reference and fully made a part hereof for all purposes and remain
in full force and effect.


 


Clawback


Notwithstanding any other provisions in this
Agreement or the Plan, this Award is subject to recovery under any law, government regulation, stock exchange listing requirement
or pursuant to the policy adopted and maintained by the Company from time to time, as approved by the Board, and will be subject
to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing
requirement or policy.


 


Plan Information and Required Disclosures
for Plan Participants


A copy of the Rite Aid Corporation 2020 Omnibus
Equity Plan and the Plan Prospectus can be accessed through your E*Trade account. You can request a copy of the Plan Prospectus
at no charge from the Plan Administrator, at 30 Hunter Lane, Camp Hill, PA 17011.




 






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