Separation Agreement by and between Rite Aid Corporation and James Peters, as of March 7, 2022
Exhibit 10.36
March 7, 2022
James Peters
Rite Aid Corporation
30 Hunter Lane
Camp Hill, PA 17011
Re:Separation of Employment
Dear Jim:
This letter agreement (this “Agreement”) confirms our understanding and agreement with respect to your separation of employment with Rite Aid Corporation (the “Company,” each a “Party” and together with you, the “Parties”). Capitalized terms not otherwise defined herein will have the meanings attributed to them in the employment agreement by and between you and the Company dated October 2, 2019 (the “Employment Agreement”).
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IN WITNESS WHEREOF, the Parties have signed this Agreement as of the dates indicated below.
Rite Aid Corporation | James Peters |
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By: /s/ Paul Gilbert_______ Date: April 13, 2022 | __/s/ James Peters__________________ Date: April 13, 2022 |
APPENDIX A
March 7, 2022
Rite Aid Corporation
30 Hunter Lane
Camp Hill, PA 17011
To Whom it may Concern:
I hereby irrevocably resign, effective as of March 7, 2022, from all positions and offices I hold with the Company and its subsidiaries, including as Chief Operating Officer.
Very truly yours,
/s/ James Peters
_________________
James Peters
APPENDIX B
ACCRUED BENEFITS AND SEVERANCE BENEFITS
The term “CHRO” means and refers to Jessica Kazmaier, Executive Vice President and Chief Human Resources Officer, Rite Aid Corporation, 30 Hunter Lane, Camp Hill, PA 17011 or by e-mail at ***@***.
1. | Accrued Benefits: The Company will pay you (i) your Base Salary earned through the Separation Date; (ii) any reimbursements owed to you pursuant to Section 4.2 of the Employment Agreement for expenses incurred prior to the Separation Date; 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 Company’s unlimited paid time off policy. |
2. | Severance Benefits: You will be paid or provided with the following payments/benefits: |
a. | $3,712,500 representing two (2) times the sum of your current Base Salary and Annual Target Bonus, payable in equal installments over the two year period following the Release Effective Date in accordance with the Company’s regular payroll practices, commencing with the first regular payroll date that occurs after the Release Effective Date. Notwithstanding the foregoing, to the extent necessary to avoid adverse tax consequences, and except as described below, any payment to which you become entitled under the Agreement, or any arrangement or plan referenced in this Agreement, that constitutes “deferred compensation” under Internal Revenue Code Section 409A (“409A”), and is (a) payable upon your termination of employment; (b) at a time when you are a “specified employee” as defined by 409A shall not be made until the first payroll date after the earliest of: (1) the expiration of the six (6) month period (the “Deferral Period”) measured from the date of your “separation from service” within the meaning of such term under 409A; or (2) your date of death following such separation from service. Upon the expiration of the Deferral Period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) will be paid in a single cash lump sum payment to you (or your beneficiary, as applicable). Each installment or amount to be paid or benefit to be provided to you will be construed as a “separate identified payment” for purposes of 409A to the fullest extent permitted therein. |
b. | Payment of your annual bonus for FY 2022 based on actual performance following determination by the Compensation Committee (or the Board) that the Company has achieved or exceeded its annual performance targets for the fiscal year, paid at the same time as annual performance bonus amounts are paid to the Company’s similarly situated active associates generally in respect of FY 2022. |
c. | Payment of a pro rata portion of your annual bonus for FY 2023 at the same time as is paid to other eligible participants in the bonus plan, following determination by the Compensation Committee (or the Board) of the Company’s performance under the applicable annual performance goals for the fiscal year, determined by multiplying the performance level achieved (relative to Executive’s Annual Target Bonus amount) by a |
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fraction (x) the numerator of which is the number of fiscal periods (months) in which Executive is employed (in this case, this amounts to 9/30 months, or 0.3 months, and (y) the denominator of which is 12, which would result in the payment of $25,781.25 at target), paid at the same time as annual performance bonus amounts are paid to the Company's executive team in respect of FY 2023. |
d. | Accelerated vesting as of the Release Effective Date with respect to those stock options and time-based restricted stock awards that would have vested within the two (2) year period following the Separation Date; any vested stock options shall remain exercisable for a period of ninety (90) days following the Separation Date. E*Trade will be instructed to promptly reflect the vested awards in your E*Trade account. |
e. | (i) $41,560.92 representing payments equal to the aggregate cost of COBRA continuation coverage in respect of medical, vision and dental coverage for you and your eligible dependents for eighteen (18) months following the Separation Date, and (ii) $5,000 in respect of your financial planning allowance, in each case paid in a lump sum within ten (10) days following the Release Effective Date. |
f. | Continued use of Clarks Summit office for remainder of the current lease (but in no event longer than 6 months), subject to Rite Aid’s existing obligations to pay rent. You agree to reimburse the Company for any incremental costs or expenses due to your use during the remaining term and to abide by any notice requirements in the lease (which shall promptly be provided to the Company if received by or given by you). |
g. | $68,750 representing payment of thirty (30) days’ Base Salary in lieu of the notice period provided in the Employment Agreement, payable in a lump sum as soon as practicable following the Separation Date in accordance with the Company’s regular payroll schedule. |
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