AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2023 • Rite Aid Corp • Retail-drug stores and proprietary stores • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 11, 2023 (the “Effective Date”), by and between Rite Aid Corporation, a Delaware corporation (the “Company”), and Matthew C. Schroeder (the “Executive”).
October 11, 2023 Matthew Schroeder RE:Amended and Restated Retention Incentive Dear Matt:Letter Agreement • October 18th, 2023 • Rite Aid Corp • Retail-drug stores and proprietary stores
Reference is made to that certain Letter Agreement Re: Retention Incentive, by and between you and Rite Aid Hdqtrs. Corp. (the “Company” or “we”), dated on or about April 28, 2023 (the “Prior Agreement”). This Amended and Restated Letter Agreement (this “Agreement”) supersedes and replaces the Prior Agreement in its entirety, which shall have no further force or effect upon your execution of this Agreement.
MAILING ADDRESS Harrisburg, PA 17105Letter Agreement • October 18th, 2023 • Rite Aid Corp • Retail-drug stores and proprietary stores • Pennsylvania
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 December 7, 2018, as amended (the “Employment Agreement”).
CONSULTING AGREEMENTConsulting Agreement • October 18th, 2023 • Rite Aid Corp • Retail-drug stores and proprietary stores • Connecticut
This Consulting Agreement (this “Agreement”) is made and entered into as of October 15, 2023, by and among RITE AID CORPORATION (the “Company”), STEIN ADVISORS LLC (the “Consultant”) and JEFFREY S. STEIN (“Stein”), for purposes of Sections 2(a), 2(c)(6), 2(f) through 2(h), 4, 5, 6, 7, 8(h), and 8(i)).
ContractRite Aid Corp • October 18th, 2023 • Retail-drug stores and proprietary stores
RSA RSA ●The Company and the ad hoc group of senior secured noteholders (the “Secured AHG”) shall enter into a restructuring support agreement (“RSA”) consistent with the terms set forth herein and as otherwise agreed by the Company and Consenting Noteholders that hold at least 66.67% of the aggregate principal amount of Secured Notes outstanding as of the petition date.●RSA effectiveness shall be subject to the following CP (in addition to other customary CPs):oRSA shall be entered into by holders of at least 66.67% of the aggregate principal amount of Secured Notes outstanding as of the petition date (such participating holders, the “Consenting Noteholders”);oRSA shall contain, among other terms, (i) a covenant by the Debtors to make commercially reasonable efforts to sell, transfer, or otherwise monetize the CMS Receivable and to keep the professionals for the Required Consenting Noteholders and DIP ABL/FILO/Term Loan Lenders reasonably informed on the status thereof; (ii) will comm
