THIS EMPLOYMENT AGREEMENT (the ‘‘Agreement’’) is entered into as of the 1st day
of August, 2000 (the ‘‘Effective Date’’) by and between Rite Aid Corporation, a Delaware
corporation (the "Company’’), and Douglas E. Donley (the ‘‘Executive’’).
WHEREAS, Executive desires to provide the Company with his services and the Company
desires to employ Executive in the capacity of Group Vice President Controller on the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants
and agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:
1. Term Of Employment .
The term of Executive's employment with the Company hereunder (the ‘‘Term’’) pursuant to this
Agreement shall commence on the Effective Date and, unless earlier terminated pursuant to Section 5
below, shall continue for a period ending on the date that is two (2) years following the Effective
Date; provided, however, that on each anniversary of the Effective Date occurring prior to the
termination of Executive's employment hereunder (each such date a ‘‘Renewal Date’’), an additional
year shall be added to the Term, unless notice of non-renewal has been delivered by one party to the
other party at least 180 days prior to such Renewal Date. For purposes of this Agreement, except as
otherwise provided herein, the phrases ‘‘year during the Term’’ or ‘‘during any year of the Term’’ or
similar language shall refer to each 12-month period commencing on the Effective Date or applicable
2. Position And Duties .
2.1 Position . During the Term, Executive shall be employed as Group Vice President
Controller. Following termination of Executive's employment for any reason, Executive shall
immediately resign from all offices and positions he holds with the Company or