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Stock Ownership Guidelines

The Rite Aid Corporation ("Company") Board of Directors believes that Company executives and non-management directors should have a meaningful ownership stake in the Company to underscore the importance of aligning their interests with the long-term interests of our stockholders. Therefore, the Board of Directors adopted formal stock ownership guidelines for the executives and non-management directors listed below:

Position

Minimum Stock Ownership
Guidelines (share equivalents)

Chairman and Chief Executive Officer:

2,500,000

President and Chief Operating Officer:

1,000,000

All Senior Executive Vice-Presidents:

1,000,000

All Executive Vice-Presidents:

500,000

All Senior Vice-Presidents:

200,000

Non-Management Directors:

100,000

Non-Management Directors that are not subject to election by common stockholders of Rite Aid and those directors designated by The Jean Coutu Group (PJC) Inc. pursuant to the Amended and Restated Stockholder Agreement dated as of June 4, 2007 shall not be subject to these Stock Ownership Guidelines.

Participants have five years from September 18, 2008 to meet the stock ownership guidelines. Newly appointed executives and board members have five years from the time they are elected, appointed or promoted (in the case of incremental guidelines), as the case may be to meet these guidelines. Once achieved, ownership of the guideline amount must be maintained for as long as the individual is subject to these guidelines.

For purposes of determining stock ownership levels, the following forms of equity interests in the Company are included:

  • Shares owned outright by the participant or his or her immediate family members residing in the same household;
  • Restricted stock and restricted stock units whether or not vested; and
  • Shares underlying Rite Aid stock options whether or not vested;

Restricted stock and restricted stock units, whether or not vested and shares owned count as one (1) share equivalent per share beneficially owned and stock options whether or not vested count as one-half (.5) share equivalent per stock option.

The Compensation Committee of the Board of Directors may, from time to time, reevaluate and revise participants' guidelines, including when there are changes in the Company's capital structure.

Stock ownership levels will be calculated and reviewed annually and each participant will be notified on an annual basis of their progress toward meeting the guidelines. The Compensation Committee will evaluate whether exceptions should be made to any participant who, do to his or her unique financial circumstances, would incur a hardship by complying with these guidelines.

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