SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Rite Aid Corp – ‘10-Q’ for 6/1/19 – ‘EX-10.35’

On:  Thursday, 7/11/19, at 3:37pm ET   ·   For:  6/1/19   ·   Accession #:  1104659-19-39944   ·   File #:  1-05742

Previous ‘10-Q’:  ‘10-Q’ on 1/8/19 for 12/1/18   ·   Next:  ‘10-Q’ on 10/3/19 for 8/31/19   ·   Latest:  ‘10-Q’ on 10/18/23 for 9/2/23   ·   13 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/11/19  Rite Aid Corp                     10-Q        6/01/19   94:15M                                    Toppan Merrill/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.32M 
 2: EX-10.28    Material Contract                                   HTML     70K 
 3: EX-10.29    Material Contract                                   HTML     69K 
 4: EX-10.30    Material Contract                                   HTML     76K 
 5: EX-10.31    Material Contract                                   HTML     37K 
 6: EX-10.32    Material Contract                                   HTML     42K 
 7: EX-10.33    Material Contract                                   HTML     36K 
 8: EX-10.34    Material Contract                                   HTML     35K 
 9: EX-10.35    Material Contract                                   HTML     43K 
10: EX-10.36    Material Contract                                   HTML     37K 
11: EX-10.37    Material Contract                                   HTML     95K 
12: EX-10.38    Material Contract                                   HTML    101K 
13: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
14: EX-31.2     Certification -- §302 - SOA'02                      HTML     32K 
15: EX-32       Certification -- §906 - SOA'02                      HTML     29K 
22: R1          Document and Entity Information                     HTML     52K 
23: R2          Condensed Consolidated Balance Sheets               HTML    125K 
24: R3          Condensed Consolidated Balance Sheets               HTML     37K 
                (Parenthetical)                                                  
25: R4          Condensed Consolidated Statements of Operations     HTML     87K 
26: R5          Condensed Consolidated Statements of Comprehensive  HTML     46K 
                (Loss) Income                                                    
27: R6          Condensed Consolidated Statements of Comprehensive  HTML     28K 
                (Loss) Income (Parenthetical)                                    
28: R7          Condensed Consolidated Statements of Stockholders'  HTML     89K 
                Equity                                                           
29: R8          Condensed Consolidated Statements of Stockholders'  HTML     28K 
                Equity (Parenthetical)                                           
30: R9          Condensed Consolidated Statements of Cash Flows     HTML    134K 
31: R10         Basis of Presentation                               HTML    214K 
32: R11         Restructuring                                       HTML     95K 
33: R12         Asset Sale to WBA                                   HTML     98K 
34: R13         (Loss) Income Per Share                             HTML     69K 
35: R14         Lease Termination and Impairment Charges            HTML    134K 
36: R15         Fair Value Measurements                             HTML     34K 
37: R16         Income Taxes                                        HTML     31K 
38: R17         Medicare Part D                                     HTML     32K 
39: R18         Manufacturer Rebates Receivables                    HTML     27K 
40: R19         Goodwill and Other Intangible Assets                HTML    148K 
41: R20         Indebtedness and Credit Agreements                  HTML     89K 
42: R21         Leases                                              HTML    167K 
43: R22         Retirement Plans                                    HTML     51K 
44: R23         Segment Reporting                                   HTML    166K 
45: R24         Commitments, Contingencies and Guarantees           HTML     59K 
46: R25         Guarantor and Non-Guarantor Condensed               HTML    994K 
                Consolidating Financial Information                              
47: R26         Supplementary Cash Flow Data                        HTML     51K 
48: R27         Basis of Presentation (Policies)                    HTML    220K 
49: R28         Basis of Presentation (Tables)                      HTML    175K 
50: R29         Restructuring (Tables)                              HTML     98K 
51: R30         Asset Sale to WBA (Tables)                          HTML     98K 
52: R31         (Loss) Income Per Share (Tables)                    HTML     64K 
53: R32         Lease Termination and Impairment Charges (Tables)   HTML    129K 
54: R33         Goodwill and Other Intangible Assets (Tables)       HTML    145K 
55: R34         Indebtedness and Credit Agreements (Tables)         HTML     68K 
56: R35         Leases (Tables)                                     HTML    172K 
57: R36         Retirement Plans (Tables)                           HTML     50K 
58: R37         Segment Reporting (Tables)                          HTML    169K 
59: R38         Guarantor and Non-Guarantor Condensed               HTML    994K 
                Consolidating Financial Information (Tables)                     
60: R39         Supplementary Cash Flow Data (Tables)               HTML     49K 
61: R40         Basis of Presentation - Recently adopted            HTML    201K 
                accounting pronouncements (Details)                              
62: R41         Basis of Presentation - Revenue Recognition         HTML     64K 
                (Details)                                                        
63: R42         Restructuring - Related costs (Details)             HTML     79K 
64: R43         Asset Sale to WBA (Details)                         HTML     58K 
65: R44         Asset Sale to WBA - Carrying amount of assets sold  HTML     56K 
                (Details)                                                        
66: R45         Asset Sale to WBA - Operating results of            HTML     63K 
                discontinued operations (Details)                                
67: R46         (Loss) Income Per Share (Details)                   HTML     68K 
68: R47         Lease Termination and Impairment Charges (Details)  HTML     55K 
69: R48         Lease Termination and Impairment Charges - Fair     HTML     41K 
                value (Details)                                                  
70: R49         Fair Value Measurements (Details)                   HTML     47K 
71: R50         Income Taxes (Details)                              HTML     39K 
72: R51         Medicare Part D (Details)                           HTML     31K 
73: R52         Manufacturer Rebates Receivables (Details)          HTML     28K 
74: R53         Goodwill and Other Intangible Assets - Intangibles  HTML     74K 
                (Details)                                                        
75: R54         Goodwill and Other Intangible Assets -              HTML     45K 
                Unfavourable lease intangibles and amortization                  
                expense (Details)                                                
76: R55         Indebtedness and Credit Agreements - Indebtedness   HTML    125K 
                and lease financing obligations (Details)                        
77: R56         Indebtedness and Credit Agreement - Credit          HTML    108K 
                Facility (Details)                                               
78: R57         Leases (Details)                                    HTML     53K 
79: R58         Leases - Supplemental cash flow information         HTML     39K 
                related to leases (Details)                                      
80: R59         Leases - Supplemental balance sheet information     HTML     56K 
                related to leases (Details)                                      
81: R60         Leases - Maturity of lease liabilities under        HTML     85K 
                finance and operating leases (Details)                           
82: R61         Leases - Minimum lease payments (Details)           HTML     68K 
83: R62         Retirement Plans (Details)                          HTML     46K 
84: R63         Segment Reporting - Balance Sheet information       HTML     48K 
                (Details)                                                        
85: R64         Segment Reporting (Details)                         HTML     47K 
86: R65         Segment Reporting - Adjusted EBITDA (Details)       HTML     67K 
87: R66         Commitments, Contingencies and Guarantees           HTML     35K 
                (Details)                                                        
88: R67         Guarantor and Non-Guarantor Condensed               HTML    174K 
                Consolidating Financial Information - Balance                    
                Sheet (Details)                                                  
89: R68         Guarantor and Non-Guarantor Condensed               HTML    108K 
                Consolidating Financial Information - Statement of               
                Operations (Details)                                             
90: R69         Guarantor and Non-Guarantor Condensed               HTML    112K 
                Consolidating Financial Information - Statement of               
                Cash Flow (Details)                                              
91: R70         Supplementary Cash Flow Data (Details)              HTML     49K 
93: XML         IDEA XML File -- Filing Summary                      XML    155K 
92: EXCEL       IDEA Workbook of Financial Reports                  XLSX    112K 
16: EX-101.INS  XBRL Instance -- rad-20190601                        XML   5.37M 
18: EX-101.CAL  XBRL Calculations -- rad-20190601_cal                XML    283K 
19: EX-101.DEF  XBRL Definitions -- rad-20190601_def                 XML    696K 
20: EX-101.LAB  XBRL Labels -- rad-20190601_lab                      XML   1.59M 
21: EX-101.PRE  XBRL Presentations -- rad-20190601_pre               XML   1.22M 
17: EX-101.SCH  XBRL Schema -- rad-20190601                          XSD    210K 
94: ZIP         XBRL Zipped Folder -- 0001104659-19-039944-xbrl      Zip    273K 


‘EX-10.35’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 10.35

 

December 5, 2017

 

Mr. Brian Hoover

Group Vice President and Controller

Rite Aid Corporation

30 Hunter Lane

Camp Hill, PA 17011

 

RE:                           Agreement dated as of January 1, 2001 by and between Rite Aid Corporation (the “Company”) and Brian Hoover (the “Executive”), as amended from time to time (the “Agreement”)

 

Dear Brian:

 

I am pleased to provide you with this letter in order to update the Agreement to reflect your promotion to the position of Group Vice President and Controller of the Company.  This amendment shall be effective as of October 30, 2017 (the “Amendment Date”).

 

In consideration of your appointment and of other good and valuable consideration, the receipt of which is acknowledged:

 

1.                                      Section 2.1 (“Position”) is hereby amended by deleting the term “Vice President, General Accounting” and replacing it with the term “Group Vice President and Controller” in the first sentence of Section 2.1.

 

2.                                      Section 2.2 (“Duties”) is hereby amended by deleting the term “Vice President, General Accounting” and replacing it with the term “Group Vice President and Controller” in the first sentence of Section 2.2.

 

3.                                      Section 3.1 (“Base Salary”) is hereby amended by deleting the term “Two Hundred Forty-Two Thousand Five Hundred Seventy-Six Dollars ($242,576)” and replacing it with the term “Two Hundred Seventy-Five Thousand Dollars ($275,000).”

 

4.                                      Section 3.2 (“Annual Performance Bonus”) is hereby deleted in its entirety and replaced with the following provision:

 

Annual Performance Bonus.  Executive shall participate each fiscal year during the Term in the Company’s annual bonus plan as adopted and approved by the Board or the Compensation Committee from time to time.  Executive’s annual target bonus opportunity pursuant to such plan (the “Annual Target Bonus”) shall equal 30% of the Base Salary in effect for Executive as of the beginning of such fiscal year; provided that for the current fiscal year in which the Amendment Date falls, the 30% shall apply beginning with the fiscal period in which the Amendment Date falls, through the balance of such fiscal year.  Payment of any bonus earned shall be made in accordance with the terms of the Company’s annual bonus plan as in effect for the year for which the bonus is earned.

 


 

5.                                      The following provision is hereby added to the Agreement as a new Section 3.3:

 

Equity Awards.  Executive will be eligible to participate during the Term in the Company’s Long Term Incentive Plan (“LTIP”).  Executive’s target long term incentive opportunity shall be fifty percent (50%) of Executive’s Base Salary.  In the discretion of the Board, on each regular grant date occurring during the Term, Executive will be granted long-term incentive awards under the Company’s 2014 Omnibus Equity Plan or any successor plan thereto (the “Equity Plan”), a copy of which Equity Plan has been filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2014, pursuant to the LTIP valued at fifty percent (50%) of Base Salary calculated in a manner consistent with and containing the same terms and conditions as other senior executives of the Company.

 

6.                                      The following provision is hereby added to the Agreement as a new Section 4.4:

 

Automobile Allowance.  During the Term, the Company shall provide Executive with an auto allowance of One Thousand Dollars ($1,000) per month.

 

7.                                      Section 5.4(b) (“Definition of Good Reason”) is hereby amended by deleting the term “Vice President, General Accounting” and replacing it with the term “Group Vice President and Controller.”

 

8.                                      The following provision is hereby added to the Agreement as a new Section 7.4:

 

Change in Control Best Payments Determination.  Any other provision of this Agreement to the contrary notwithstanding, if any portion of any payment or benefit under this Agreement either individually or in conjunction with any payment or benefit under any other plan, agreement or arrangement (all such payments and benefits, the “Total Payments”) would constitute an “excess parachute payment” within the meaning of Internal Revenue Code Section 280G, that is subject to the tax imposed by Section 4999 of such Code (the “Excise Tax”), then the Total Payments to be made to Executive shall be reduced, but only to the extent that Executive would retain a greater amount on an after-tax basis than he would retain absent such reduction, such that the value of the Total Payments that Executive is entitled to receive shall be $1 less than the maximum amount which the Employee may receive without becoming subject to the Excise Tax.  For purposes of this Section 7.4, the determination of whichever amount is greater on an after-tax basis shall be (x) based on maximum federal, state and local income and employment tax rates and the Excise Tax that would be imposed on Executive and (y) made at the Company’s expense by independent accountants selected by the Company and Executive (which may be the Company’s income tax return preparers if Executive so agrees) which determination shall be binding

 

2


 

on both Executive and the Company. Any such reduction as may apply under this Section 7.4 shall be applied in the following order: (i) payments that are payable in cash the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.

 

If you are in agreement with the changes described in the above paragraphs, please sign both copies of this letter below where indicated, returning one copy to me and retaining one copy for your records.

 

[SIGNATURE PAGE FOLLOWS]

 

3


 

 

 

Sincerely,

 

 

 

 

 

Rite Aid Corporation

 

 

 

 

 

 

By:

/s/ James J. Comitale

 

 

 

Name: James J. Comitale

 

 

 

Title:   Senior Vice President & General Counsel

 

 

 

 

Agreed:

 

 

 

 

 

 

 

/s/ Brian Hoover

 

 

 

Brian Hoover

 

 

 

 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:7/11/19
For Period end:6/1/19
12/5/17
10/30/17
6/23/144,  8-K
1/1/01
 List all Filings 


13 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/18/23  Rite Aid Corp.                    10-Q        9/02/23   88:12M                                    Toppan Merrill Bridge/FA
 7/11/23  Rite Aid Corp.                    10-Q        6/03/23   79:9.5M                                   Toppan Merrill Bridge/FA
 5/01/23  Rite Aid Corp.                    10-K        3/04/23  131:22M                                    Toppan Merrill Bridge/FA
 1/04/23  Rite Aid Corp.                    10-Q       11/26/22   92:13M                                    Toppan Merrill Bridge/FA
10/05/22  Rite Aid Corp.                    10-Q        8/27/22   89:12M                                    Toppan Merrill Bridge/FA
 7/06/22  Rite Aid Corp.                    10-Q        5/28/22   88:10M                                    Toppan Merrill Bridge/FA
 4/25/22  Rite Aid Corp.                    10-K        2/26/22  131:21M                                    Toppan Merrill Bridge/FA
 1/05/22  Rite Aid Corp.                    10-Q       11/27/21   95:13M                                    Toppan Merrill Bridge/FA
10/05/21  Rite Aid Corp.                    10-Q        8/28/21   97:13M                                    Toppan Merrill Bridge/FA
 7/06/21  Rite Aid Corp.                    10-Q        5/29/21   90:10M                                    Toppan Merrill Bridge/FA
 4/27/21  Rite Aid Corp.                    10-K        2/27/21  137:23M                                    Toppan Merrill Bridge/FA
 1/06/21  Rite Aid Corp.                    10-Q       11/28/20   91:13M                                    Toppan Merrill Bridge/FA
10/06/20  Rite Aid Corp.                    10-Q        8/29/20   90:12M                                    Toppan Merrill Bridge/FA
Top
Filing Submission 0001104659-19-039944   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Tue., Apr. 30, 12:45:20.1am ET