UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported):
April 9,
2008
Rite
Aid Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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1-5742
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23-1614034
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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30 Hunter
Lane, Camp Hill, Pennsylvania 17011
(Address
of principal executive offices, including zip code)
(717)
761-2633
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On April
9, 2008, the Compensation Committee (the "Compensation Committee") of the Board
of Directors (the "Board") of Rite Aid Corporation ("Rite Aid" or the "Company")
approved the adoption of the 2009 Bonus Plan, a cash bonus plan for the Named
Executive Officers, other corporate executive officers and key managers, and the
Board of Directors, upon the recommendation of the Compensation Committee,
approved the performance goals and target bonus percentages under the 2009 Bonus
Plan. For fiscal year 2009, the Board of Directors approved a payout matrix for
bonuses based on Rite Aid's attainment of Adjusted EBITDA (earnings, before
interest, taxes, depreciation, amortization and certain other adjustments) and
customer satisfaction targets. The Board established target bonus levels for
each participant that are defined as a percentage of base pay. Bonuses equal to
a multiple of a participant's target bonus will be paid based on Rite Aid's
achievement of the 2009 targets. A separate bonus is payable for achievement of
the customer satisfaction targets as well as the Adjusted EBITDA targets. 80% of
the target bonus is payable upon satisfaction of the fiscal year 2009 Adjusted
EBITDA targets and 20% of the target bonus is payable on satisfaction of the
fiscal year 2009 customer satisfaction targets. Bonus payments under the 2009
Bonus Plan increase as performance levels increase between the minimum ($1,005
million) and the maximum ($1,105 million) Adjusted EBITDA targets and the
minimum (71%) and the maximum (80%) of customer satisfaction targets. Upon
satisfaction of the minimum Adjusted EBITDA target ($1,005 million), the
participant will receive 50% of the Adjusted EBITDA bonus target and upon
satisfaction of the maximum Adjusted EBITDA target ($1,105 million), the
participant will receive 200% of the Adjusted EBITDA bonus target, with
increases between the minimum and maximum targets. Upon satisfaction of the
minimum customer satisfaction target, the participant will receive 50% of the
customer service bonus target and upon satisfaction of the maximum customer
satisfaction target, the participant will receive 200% of the customer service
bonus target, with increases between the minimum and maximum
targets.
On June
23, 2005, the Named Executive Officers and certain corporate executive officers
were awarded rights to a performance cash award based upon reaching certain
target levels of Adjusted EBITDA for the combined three fiscal years of 2006,
2007 and 2008. On April 9, 2008, the Board of Directors of the
Company determined that Rite Aid attained 94.8% of the combined Adjusted EBITDA
targets for the three year period and based upon the Company’s performance for
this period, cash performance awards were made on April 10, 2008 in the
following amounts to four of the executive officers named in Rite Aid’s most
recent proxy statement: Mary Sammons (President, Chief Executive Officer and
Chairman) $204,715, James Mastrian (Special Advisor, Corporate Strategy)
$91,440, Kevin Twomey (Executive Vice President and Chief Financial Officer)
$27,550 and Jerry Mark deBruin (Executive Vice President, Pharmacy) $31,219.
(The fifth executive officer named in Rite Aid’s most recent proxy statement,
Mark Panzer, terminated his employment prior to vesting of this
award.)
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
Date: April
15, 2008
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By:
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/s/
Robert B. Sari
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Name:
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Robert
B. Sari
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Title:
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Executive
Vice President,
General
Counsel and Secretary
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