Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On January 6, 2020, S. MacGregor Read, Jr. informed the Company of his decision to transition from his position as Executive Vice-Chairman of the Company and its subsidiaries, effective as of April 1, 2020 (the "Transition Date") to the newly created non-executive role of Vice-Chairman of the Board (the "Transition"). Mr. Read and the Company entered into a transition letter agreement (the "Transition Agreement").

Effective as of the Transition Date, Mr. Read will be compensated in the same manner as other non-employee members of the Board pursuant to the Company's non-employee director compensation policy, as in effect from time to time, for his service as a member of the Board (including, as applicable, his service as a member of any committee of the Board). In addition, while Mr. Read remains Vice-Chairman of the Board, Mr. Read will receive an annual cash retainer of $100,000 for such service. For purposes of 2020, Mr. Read's compensation for service as a member of the Board will be calculated without proration so as to include Board service in 2020 prior to the Transition Date.

Pursuant to the Transition Agreement and effective as of the Transition Date, the Company agreed that for purposes of Mr. Read's outstanding option award agreements that the Transition shall not constitute a Termination (as defined in the Grocery Outlet Holding Corp. 2019 Incentive Plan) or a termination of Employment (as defined in the Globe Holding Corp. 2014 Stock Incentive Plan). Pursuant to the Transition Agreement, Mr. Read's outstanding options shall continue to vest based on his continued service as a member of the Board, with such Termination, or termination of Employment, as applicable, occurring upon cessation of Mr. Read's service on the Board. In the event of a termination of Mr. Read's service as a Board member as a result of his not being re-elected to the Board, or his death or disability, (i) all of Mr. Read's (A) outstanding unvested time-based options shall become fully vested upon the date of such termination of service and (B) outstanding unvested performance-based options shall remain outstanding and eligible to vest pursuant to the terms of the applicable option agreement and (ii) the options will remain outstanding through the applicable option expiration date.

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In respect of the Company's 2020 fiscal year, subject to Mr. Read's continued employment through the Transition Date, Mr. Read will be eligible to receive a pro-rata portion of his bonus, based on target performance, under the Grocery Outlet Inc. Annual Incentive Plan.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit                                     Description

   10.1            Transition Agreement, dated January 7, 2020, by and between
                 Grocery Outlet Holding Corp. and S. MacGregor Read, Jr.

   104           The cover page from this Current Report on Form 8-K, formatted in
                 Inline XBRL (included as Exhibit 101)

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