On January 6, 2020, S. MacGregor Read, Jr. informed Grocery Outlet Holding Corp. 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.