Separation Agreement by and between Rite Aid Corporation and Dan Robson, as of January 27, 2021
January 27, 2021
Canyon Falls Corporate Center
8957 Canyon Falls Blvd.
Twinsburg, OH 44087
Re:Separation of Employment
This letter agreement (this “Agreement”) confirms our understanding and agreement with respect to your separation of employment with Rite Aid Corporation and its subsidiaries, including RxOptions, LLC (the “Company,” and together with you, the “Parties”). Capitalized terms not otherwise defined herein will have the meanings attributed to them in your employment agreement with the Company, dated effective as of December 12, 2019 (the “Employment Agreement”).
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the dates indicated below.
Rite Aid Corporation
By: /s/ Paul D. Gilbert
Date: February 15, 2021
/s/ Dan Robson
Date: February 15, 2021
ACCRUED BENEFITS AND SEVERANCE BENEFITS
Accrued Benefits: The Company will pay or provide to you, to the extent not previously paid: (i) your Base Salary earned through the Separation Date; (ii) any reimbursements owed to you pursuant to Section 4.2 of the Employment Agreement; and (iii) the amounts accrued and credited to your account under the Company’s 401(k) Savings Plan, and other applicable tax-qualified retirements plans in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (the “Accrued Benefits”). You acknowledge that there is no accrued or unpaid vacation payable to you under the Employment Agreement or the Company’s unlimited paid time off policy.
Severance Benefits: You will be paid or provided with the following payments/benefits in accordance with Section 2(b) of this Agreement:
The gross amount of $550,000 representing one times your Base Salary, payable in equal installments over the one-(1) year period following the Release Effective Date in accordance with the Company’s regular payroll practices, commencing with the Company’s first regular payroll date that occurs after the Release Effective Date.
Your annual bonus for CY 2020 based on actual performance following a determination by the Compensation Committee (or the Board) that the Company has achieved or exceeded its annual performance targets under the Management Incentive Plan (“MIP”) for the fiscal year, paid the later of (i) at the same time as annual performance bonus amounts are paid to the Company’s similarly situated associates generally in respect of CY 2020 or (ii) the Company’s first regular payroll date that occurs after the Release Effective Date. You will also receive a pro rata annual bonus for CY 2021 (for your 2021 period of employment) based on actual performance following a determination by the Compensation Committee (or the Board) that the Company has achieved or exceeded its annual performance targets under the MIP for the fiscal year, paid at the same time as annual performance bonus amounts are paid to the Company’s similarly situated associates generally in respect of CY 2021.
Accelerated vesting with respect to those stock options and time-vesting restricted stock awards that would have vested within the one (1) year period following the Separation Date, as shown below:
Dan Robson (LTIP Detail)
The RSAs eligible for accelerated vesting (as shown) per the Employment Agreement will accelerate upon the Release Effective Date. Except as provided above, all
outstanding RSAs and performance cash awards have been forfeited as of the Separation Date.
A lump sum payment of $16,282.08 representing the cost of COBRA continuation health and dental coverage for you and your immediate family for a period of one (1) year following the Separation Date, paid as soon as practicable but in any event within thirty (30) days following the Release Effective Date. Your actual COBRA coverage is contingent on your COBRA election and compliance with applicable requirements.
$45,205, representing thirty (30) days’ Base Salary, payable in a lump sum as soon as practicable following the Release Effective Date in accordance with the Company’s regular payroll schedule.
Additional consideration of $25,000, payable in a lump sum as soon as practicable following the Release Effective Date in accordance with the Company’s regular payroll schedule.