Award Agreement – Under Omnibus Equity Plan – Rite Aid Corp.

RITE AID CORPORATION

2010 OMNIBUS EQUITY PLAN

AWARD AGREEMENT

This AWARD AGREEMENT, dated as of __________, 20__ (the “Date of
Grant”), is delivered by Rite Aid Corporation (the “Company”) to
____________________ (the “Grantee”). Capitalized terms not defined
herein shall have the meanings ascribed to them in the Rite Aid Corporation 2010
Omnibus Equity Plan (the “Plan”). This agreement evidences the awards made under
Section 1 (collectively, the “Award”).

1.	Award.
	A.	Nonqualified Stock Option
	Number of Shares Subject to Option:		____
	Exercise Price per Share:		$____
	Expiration Date:		____
	Vesting Schedule:*		__% on [date]
			__% on [date]
			__% on [date]
	B.	Restricted Stock
	Number of Shares:		_____
	Vesting Schedule:*		__% on [date]
			__% on [date]
			__% on [date]
	C.	Performance Units
	Number of Performance Units (each unit equal to $1.00):
	Vesting:*		[Achievement of [#]-year cumulative [performance metric] goal : see Annex A.]
	Cash Payments:		See Annex A

__________________________

*	Vesting is subject to Grantee’s continued employment to the applicable vesting date, unless otherwise provided in this Award Agreement.

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2.	Certain Terms and Conditions.
	a.	Adjustment.

Upon the occurrence of a change in capitalization as described in Section
3(c) of the Plan, the Committee shall, in its sole and absolute discretion, make
adjustments in the number and kind of shares of stock that may be issued under
the Award and in the exercise price relating to the Option awarded hereunder.

b.

Withholding.

Whenever cash is to be paid pursuant to an Award, the Company shall have the
right to deduct therefrom an amount sufficient to satisfy any federal, state and
local withholding tax requirements related thereto. Whenever shares of Company
Stock are to be delivered pursuant to an Award, the Company shall have the right
to require the Grantee to remit to the Company in cash an amount sufficient to
satisfy any federal, state and local withholding tax requirements related
thereto or the Grantee may satisfy the foregoing requirement by electing to have
the Company withhold from delivery shares of Company Stock having a value equal
to the minimum amount of tax required to be withheld upon.

c.

Termination of Employment.

(i) In General. Except as otherwise provided herein or in a written
employment agreement between the Company and the Grantee, upon the termination
of the Grantee’s employment with the Company for any reason prior to the
applicable vesting date set forth in Section 1 above, (1) any and all shares of
Restricted Stock that had not yet vested shall be immediately forfeited by the
Grantee, (2) any portion of the Option which had not become vested shall be
immediately forfeited by the Grantee, (3) that portion of the Option which had
previously become vested shall remain exercisable for a period of 90 days
following such termination (but in no event beyond the Expiration Date set forth
in Section 1 hereof), and (4) the Performance Units shall be immediately
forfeited by the Grantee.

(ii) Termination for Cause. If the Grantee’s employment with the
Company terminates for Cause, then (1) all outstanding Options shall terminate
and be forfeited at the commencement of business on the date of termination and
(2) all outstanding shares of Restricted Stock and all outstanding Performance
Units shall be immediately forfeited by the Grantee. “Cause” shall have the
meaning ascribed to such term in the Grantee’s individual employment, severance
or other agreement with the Company or, if the Grantee is not party to such an
agreement, “Cause” shall mean conduct that is detrimental to the Company.

(iii) Termination for Death. If the Grantee dies while in the
employment of the Company, then all outstanding Options shall become fully
vested and exercisable and shall remain exercisable by the Grantee’s legal
representatives, heirs or legatees for one year following the date of Grantee’s
death, but in no event following the expiration of its term.

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(iv) Termination for Disability or Retirement. If the Grantee’s
employment with the Company terminates as a result of disability or Retirement,
in each case as determined by the Committee, then the portion of the Option
which had previously become vested shall remain exercisable for the one year
period following such termination (but in no event beyond the Expiration Date
set forth in Section 1 hereof).

d.

Entire Agreement; Governing Law.

The Plan is incorporated herein by reference. The Plan and this Award
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified except by means of a writing signed by the
Company and the Grantee. If there is a conflict between the terms and conditions
of the Plan and the terms and conditions of this Award Agreement, the terms and
conditions of the Plan shall govern. This Award Agreement shall be construed and
administered in accordance with the laws of the State of Delaware without
reference to its principles of conflicts of law.

e.

No Guarantee of Continued Service.

The Grantee acknowledges and agrees that this Award Agreement and the
transactions contemplated hereunder do not constitute an express or implied
promise of continued engagement as an employee for any period and shall not
interfere with the Grantee’s right or the Company’s right to terminate the
Grantee’s employment at any time, with or without Cause.

f.

Successors and Assigns.

The terms of this Award Agreement shall be binding upon the Grantee and upon
the Grantee’s heirs, executors, administrators, personal representatives,
assignees and successors in interest, and upon the Company and its successors
and assignees, subject to the terms of the Plan.

* * * * *

By the Grantee’s signature and the signature of the Company’s representative
below, the Grantee and the Company agree that this Award is granted under and
governed by the terms and conditions of the Plan and this Award Agreement. The
Grantee has reviewed the Plan and this Award Agreement and fully understands all
provisions of the Plan and Award Agreement. The Grantee hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions relating to the Plan and this Award Agreement.

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	RITE AID CORPORATION
	By:
	Title:
	Grantee:
	Print Name:
	Residential Address:

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Annex A

PERFORMANCE UNITS

–	[#]-year cumulative EBITDA Goal

Fiscal _____:

Fiscal _____:

Fiscal _____:

–	Performance targets may be adjusted in the event of a reorganization, merger, acquisition, consolidation or similar corporate transaction or event.
–	Grantee will receive more (or less) cash depending on how the Company performs against this [Performance Metric] goal; however, for any year in which [Performance Metric] performance falls below [ ]% of the annual target, Grantee will lose one-third of the cumulative payout, regardless of how the Company performs against the [#]-year goal.

–	Cash Payments will be made based on the schedule below. Payments will be made following determination of FY __ results.
Cumulative [#]-Year [Performance Metric] Performance vs. Goal (%)		% of [Performance][Target] Units Awarded
% +		%
%		1%
%		1%
%		1%
%		%
		%
Below %		0%

Payments between the levels shown above will be subject to straight line
interpolation.