Consulting Agreement dated October 2, 2019 by and between Rite Aid Corporation and Bryan Everett

Exhibit 10.3

Execution Copy

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”), is dated as of October 2, 2019 and is entered into between Rite Aid Corporation (the “Company”) and Bryan Everett (the “Consultant”).

WHEREAS, the Consultant has served as the Chief Operating Officer of the Company and possesses valuable experience regarding the Company’s business and operations;

WHEREAS, the Consultant’s employment with the Company will terminate on October 11, 2019 pursuant to the terms of the separation and release agreement between the Consultant and the Company dated October 2, 2019 (the “Separation Agreement”); and

WHEREAS, the Company and the Consultant desire to enter into this Agreement in order to embody the terms of the Consultant’s service to the Company for a transition period following such termination of employment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the Company and the Consultant hereby agree as follows:

ARTICLE I

SERVICE AS CONSULTANT

Section 1.1                                    Term of Service.  The term of service of the Consultant shall commence on October 14, 2019 (the “Commencement Date”) and continue until the date that is two months following the Commencement Date (the “Term”).  The Consultant hereby agrees to provide services during the Term on the terms and subject to the conditions contained in this Agreement.

Section 1.2                                    Duties and Responsibilities.  During the Term, the Consultant shall render such consulting and advisory services (the “Consulting Services”) as requested by the Company, through the Chief Executive Officer of the Company (the “Company Designee”), it being understood that the nature of the Consulting Services shall consist of providing advice and consultation in connection with the management of the business, as reasonably requested by the Company, for the principal purpose of assisting in the orderly transition of his previous role and responsibilities.  The parties hereby agree that the Consultant shall be available to provide such Consulting Services up to ten (10) hours per week, which does not exceed 20% of the average level of services provided by the Consultant to the Company during the 36-month period immediately preceding October 11, 2019.  The Consultant shall report directly to the Company Designee.  The Consultant shall perform his duties and conduct his business at such locations as are reasonably selected by him, including the Consultant’s place of residence.  The Consultant acknowledges and agrees that the confidentiality obligations set forth in Section 6 of the Consultant’s employment agreement are incorporated herein by reference and fully made a part hereof for all purposes and remain in full force and effect.  The performance of the Consulting Services may include travel as reasonably required to perform such services.  The Company shall reimburse the Consultant for business expenses incurred by the Consultant in connection with

the performance of the Consulting Services, in accordance with the policies of the Company, as in effect from time to time.  Prior to such payment the Consultant shall provide to the Company with any written substantiation for such expenses as reasonably requested by the Company.

Section 1.3                                    Relationship of Parties.  During the Term, the Consultant will be an independent contractor and will not be considered an employee of the Company for any purpose.  Accordingly, it is understood and agreed that the Consultant will have no authority to act for or bind the Company by contract or otherwise during the Term and will be treated as an independent contractor for purposes of the Federal Insurance Contributions Act, Federal Income Tax Withholding, the Employee Retirement Income Security Act, state unemployment and disability insurance laws, and any other employment taxes or laws.  In rendering consulting services under this Agreement, the Consultant shall set his own work schedule (provided that any extended periods of absence shall be mutually agreed upon by the parties), and shall determine the specific manner in which services under the Agreement will be performed.  The Consultant may engage in consulting or other work relationships consistent with the terms of the Separation Agreement, provided that such other consulting or employment relationships do not create a conflict of interest with the Company.

ARTICLE II

COMPENSATION; TAXES

Section 2.1                                    Compensation.  Nothing herein shall effect the Consultant’s right to payment under the terms of the Separation Agreement.  During the Term, the Company shall pay the Consultant  a consulting fee of $37,500 per month for time spent providing the Consulting Services.

Section 2.2                                    No Eligibility for Benefits.  The Consultant shall not, by virtue of this Agreement or the consulting relationship that it creates, be eligible to participate in any incentive, savings plan, pension plan, life insurance, health insurance, disability insurance, major medical insurance benefits or such other employee benefit plans or programs for the benefit of the employees or officers of the Company generally.  Notwithstanding the foregoing, this Agreement shall have no effect on any other contractual obligation of the Company to provide benefits, including without limitation health insurance, under any other contract, agreement, or arrangement between the parties.  No workers compensation insurance shall be obtained by the Company concerning the Consultant.

Section 2.3                                    Taxes.  The Consultant shall be issued a tax form 1099 by the Company that reflects the applicable amount of any taxable payments received by the Consultant in respect of the Consulting Services for the applicable calendar year.  No withholding or deduction from any amounts payable under this Agreement shall be made by the Company or its affiliates, and the Consultant shall be solely responsible for the payment of any federal, state, local or other income, payroll and/or employment taxes.

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ARTICLE III

TERMINATION OF AGREEMENT

Section 3.1                                    Termination of Agreement.  This Agreement shall terminate automatically at the end of the Term, and otherwise is not terminable by either party.

ARTICLE IV

MISCELLANEOUS

Section 4.1                                    Assignment.  This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns, including, without limitation, any corporation or person which may acquire all or substantially all of the Company’s assets or business, or with or into which the Company may be consolidated or merged.

Section 4.2                                    Notices.  All notices and other communications under this Agreement shall be in writing and shall be: (i) in writing; (ii) delivered personally, by fax, by electronic mail, by courier service, or by certified or registered mail, first class postage prepaid and return receipt requested; (iv) deemed to have been received on the date of delivery or, if sent by certified or registered mail, on the third (3rd) business day after the mailing thereof, or if sent by fax, twenty-four (24) hours after transmission of a fax; and (iv) addressed as follows (or to such other address as the Party entitled to notice shall hereafter designate in accordance with the terms hereof):

If to the Company:

Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
Attention: EVP, General Counsel and Secretary
Fax: (717) 760-7867
Email: ***@***

If to the Consultant, addressed to the most recent address of the Consultant provided to the Company by the Consultant.

Section 4.3                                    Return of Documents.  Upon termination of the Agreement for any reason, the Consultant agrees to return all documents and other property provided to the Consultant or prepared by the Consultant during the Term, including but not limited to, contracts, agreements, customer lists, business plans, books, records, notes and all copies thereof.

Section 4.4                                    Indemnification.  The Company shall continue to indemnify the Consultant in accordance with the by-laws of the Company, and the Consultant shall continue to be entitled to the protection of any insurance policies which the Company elects to maintain generally for the benefit of the Company’s directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Consultant in connection with any action, suit

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or proceeding to which he may be made a party by reason of his being or having been a director, officer, employee or consultant of the Company.

Section 4.5                                    Entire Agreement.  This Agreement contains the entire agreement of the parties hereto with respect to the terms and conditions of the Consultant’s provision of consulting services and supersedes any and all prior agreements and understandings, whether written or oral, between the parties hereto with respect to such consulting relationship.  This Agreement shall have no effect on any other rights or obligations between the parties, including without limitation, any agreements pertaining the previous employment relationship of the parties or the termination thereof.

Section 4.6                                    Amendment and Waiver.  This Agreement may not be changed or modified except by an instrument in writing signed by both of the parties hereto.  The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof.

Section 4.7                                    Headings.  The Article and Section headings herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Section 4.8                                    Governing Law.  This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without regard to principles of conflict of laws.

Section 4.9                                    Compliance with Section 409A.  The parties intend for the payments and benefits under this Agreement to be exempt from Section 409A of the Internal Revenue Code or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Agreement shall be construed and administered in accordance with such intention.

Section 4.10                             Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Section 4.11                             Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.