Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2021, Grocery Outlet, Inc., a California corporation ("Grocery
Outlet"), and a wholly owned subsidiary of Grocery Outlet Holding Corp., a
Delaware corporation (the "Company"), entered into a transition, separation
agreement and general release of all claims (the "Separation Agreement") with
Heather Mayo, Chief Sales & Merchandising Officer - East.
The Separation Agreement provides that Ms. Mayo will continue in her employment
with Grocery Outlet until March 4, 2022, unless her employment is earlier
terminated (the applicable date, the "Separation Date"). Under the terms of the
Separation Agreement, Ms. Mayo will continue to receive her base salary at its
current rate and to participate in the Company's employee benefit plans. In
addition, in exchange for Ms. Mayo's general release of claims in favor of
Grocery Outlet, Grocery Outlet will pay to Ms. Mayo an amount equal to $1,000,
payable in a lump sum within ten days following the effective date of the
Separation Agreement. Furthermore, if Ms. Mayo fulfills her obligations under
the Separation Agreement through March 4, 2022, or if Grocery Outlet terminates
Ms. Mayo's employment other than for unsatisfactory performance before March 4,
2022, in exchange for Ms. Mayo's re-execution of the general release of claims
in favor of Grocery Outlet, Ms. Mayo will be eligible to receive (i) up to 12
months of salary, payable over 12 months in accordance with Grocery Outlet's
regular payroll practices (the "Salary Severance Payments") and (ii) a lump sum
payment for certain miscellaneous expenses. To the extent that Ms. Mayo obtains
subsequent employment following the Separation Date, Grocery Outlet's obligation
to pay the Salary Severance Payments will cease.
Pursuant to the terms of the Separation Agreement, Ms. Mayo remains subject to
her existing confidentiality and assignment of intellectual property covenants.
She is also subject to a non-disparagement covenant in favor of Grocery Outlet.
The foregoing summary of the Separation Agreement does not purport to be
complete and is qualified in its entirety by reference to the Separation
Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated
by reference herein.
Item 8.01 Other Events.
On December 15, 2021, the Company issued a press release announcing, among other
things, the events set forth herein and certain other organizational changes,
whereby Pamela Burke, who has served as Chief Administrative Officer and General
Counsel, will effective January 1, 2022 serve in the newly created position of
Chief Stores Officer, reporting to Robert Joseph Sheedy, Jr., President. A copy
of this press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
   Exhibit No.           Description
      10.1                 Transition, Separation Agreement, and General

Release of all Claims, dated


                         as of December 13, 2021, by and between Grocery

Outlet, Inc. and Heather


                         Mayo.
      99.1                 Press release, dated December 15, 2021
       104               Cover Page Interactive Data File - the cover page

interactive data file does


                         not appear in the Interactive Data File because

its XBRL tags are embedded


                         within the Inline XBRL document.





--------------------------------------------------------------------------------


                                   Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.

                                                                Grocery Outlet Holding Corp.

Date:      December 15, 2021                                    By:            /s/ Pamela B. Burke
                                                                Name:          Pamela B. Burke
                                                                Title:         Chief Administrative Officer,

General Counsel and Secretary

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