form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
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
16, 2009 (April 7, 2009)
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))
Explanatory
Note
This
Form 8-K/A amends and restates the Current Report on Form 8-K filed on April 10,
2009 (the “Original Report”) by Rite Aid
Corporation ("Rite Aid" or the "Company") in order to correct information
regarding targets in Rite Aid’s 2010 Bonus Plan set forth in the Original
Report.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
April 7, 2009, the Compensation Committee (the "Compensation Committee") of the
Board of Directors (the "Board") of Rite Aid approved the adoption of
the 2010 Bonus Plan, a cash bonus plan for the Named Executive Officers, other
corporate executive officers and key managers, On April 8, 2009, the Board, upon
the recommendation of the Compensation Committee, approved the performance goals
and target bonus percentages under the 2010 Bonus Plan. The 2010
Bonus Plan contains a payout matrix for bonuses based on Rite Aid's attainment
of Adjusted EBITDA (earnings, before interest, taxes, depreciation, amortization
and certain other adjustments). Target bonus levels for each
participant that are defined as a percentage of base pay were
established. Bonuses equal to a multiple of a participant's target
bonus will be paid based on Rite Aid's achievement of the 2010 targets. 100% of
the target bonus is payable upon satisfaction of the fiscal year 2010 Adjusted
EBITDA targets. Bonus payments under the 2010 Bonus Plan increase as
performance levels increase between the minimum ($1,050 million) and the maximum
($1,175 million) Adjusted EBITDA targets. Upon satisfaction of the
minimum Adjusted EBITDA target ($1,050 million), the participant will receive
50% of the Adjusted EBITDA bonus target and upon satisfaction of the maximum
Adjusted EBITDA target ($1,175 million), the participant will receive 200% of
the Adjusted EBITDA bonus target, with increases between the minimum and maximum
targets.
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
16, 2009
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By:
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/s/
Marc A. Strassler
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Name: |
Marc
A. Strassler
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Title: |
Executive Vice
President,
General
Counsel and Secretary
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