Exhibit 10.8
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT ("Amendment No. 1"), by
and between Rite Aid Corporation, a Delaware corporation (the "Company") and
Xxxxxx X. Xxxxxx ("Executive") is dated as of April 28, 2005 and shall be
subject to and become effective on the close of business on the date
(hereinafter, the "Effective Date") of Executive's re-election as a director at
the Company's 2005 annual general meeting of stockholders (the "2005 AGM Date").
WHEREAS, Executive and Company have previously entered into that
certain Employment Agreement dated as of April 9, 2003, as supplemented by side
letters dated February 12, 2002 and February 10, 2004 from Company's counsel to
Executive (collectively, the "Employment Agreement");
WHEREAS, Executive desires to serve as Chairman of the Board of
Directors of the Company (the "Board") following the 2005 AGM Date and subject
to Executive's re-election by the stockholders, the Company desires to secure
the continued services of the Executive as Chairman from the 2005 AGM Date
through the close of business on June 30, 2008 or such other date in June 2008
when the Company's annual general meeting of stockholders occurs (the "2008 AGM
Date"); and
WHEREAS, the Board of Directors has nominated Executive to be elected
as a director for a three-year term through the 2008 AGM Date;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and Executive hereby
agree as follows:
1. Defined Terms. Subject to earlier termination in accordance with the
provisions of Section 4 of the Employment Agreement, as amended hereby, the
terms "Employment Period" and "Extended Term" mean the period commencing on the
Effective Date and ending on the 2008 AGM Date, superseding and modifying any
conflicting or inconsistent provision in the Employment Agreement. All other
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Employment Agreement.
2. Amendment of Section 2-Agreement of Employment. Subject to: (i)
earlier termination in accordance with the Employment Agreement, and (ii)
Executive's re-election to the office of Chairman, Executive shall serve as
Chairman during the Employment Period. Nothing in the Employment Agreement as
amended hereby shall affect Executive's continued service on the Board through
the 2008 AGM Date, subject to Executive's re-election as a director on the 2005
AGM Date. Prior to serving on other corporate boards other than the boards on
which Executive currently serves, Executive shall obtain the Board's prior
approval, which approval shall not be unreasonably withheld.
3. Amendment of Section 4-Termination of Employment. Clauses (i) and
(ii) of subparagraph A of Section 4(c) are hereby amended to delete all
references to the Original Employment Agreement or Executive's former status as
Chief Executive Officer of the Company.
4. Amendment of Section 5- Obligations of the Company Upon Termination.
The following shall be added to the end of subparagraph (1) of Section 5(a):
"Notwithstanding anything herein to the contrary, if Executive
terminates his employment for Good Reason pursuant to subparagraph A of
Section 4(c) as a result of the failure of Executive during the
Employment Period to be nominated on an annual basis and, following
nomination, re-elected to the office of Chairman or if Company
terminates Executive's employment following or concurrently with the
failure of Executive during the Employment Period to be nominated on an
annual basis and, following nomination, re-elected to the office of
Chairman or the removal of Executive from such office under any
circumstances (other than for Cause), (x) the Company's payment to
Executive pursuant to clause (i) above shall be an amount equal to one
times (rather than three times) the Executive's then current annual
base salary, (y) the Company shall pay to the Executive as provided
above the Accrued Benefits and any other payments due or accrued
through the Date of Termination, and (z) the Company shall have no
obligation to make any additional credits or payments with respect to
the period after the Date of Termination, to Executive's account under
the New Deferred Compensation Plan."
5. Employment Agreement to Remain in Effect. Except as modified by this
Amendment No. 1, the Employment Agreement shall remain in full force and effect
in accordance with its terms. In the event of a conflict between the provisions
of this Amendment No. 1 and the Employment Agreement, this Amendment No. 1 shall
be controlling. The provisions of Sections 10, 11, 12 and 13 of the Original
Employment Agreement shall be incorporated by reference into this Amendment
No. 1 as if set forth herein.
IN WITNESS WHEREOF, Executive has hereunto set Executive's hand and,
pursuant to due authorization, the Company has caused this Amendment No. 1 to be
executed in its name and on its behalf, all as of the date and year first above
written.
RITE AID CORPORATION
By:
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Xxxxxx X. Sari
Its: Senior Vice President
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Xxxxxx X. Xxxxxx
