Exhibit 10.15
February 4, 2005
Xxxxx Xxxxx
00 Xxxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Re: Amendments to your Employment Agreement
Dear Xxxxx:
As we have discussed, the Company recognizes that due to the changes
that took place on November 15, 2004 (the "Effective Date"), you have Good
Reason to terminate your employment pursuant to Paragraph 8(a) of the Executive
Employment Agreement between you and The Great Atlantic & Pacific Tea Company,
Inc., made and entered into on October 28, 2002 (the "Agreement").
Whereas, in order to induce you not to terminate your employment within
the 3 month period immediately following the Effective Date, and whereas, you
would prefer not to terminate your employment, it is agreed that with respect to
the changes that took place on November 15, 2004, the 3-month period in the last
sentence of Paragraph 8(a) of the Agreement shall be changed to a 12-month
period. To avoid any misunderstanding, this extension is a one-time extension
that applies only to the changes that occurred on November 15, 2004. For any
other event constituting Good Reason, you must give notice of your termination
for Good Reason within 3 months after the occurrence of such event.
Although it is the Company's hope that you do not terminate your
employment for Good Reason due to the changes that occurred on November 15,
2004, the Company agrees that if you do so (1) all stock options that have been
granted to you but are unvested as of your separation date will immediately vest
on that date and will be exercisable within one year and (2) you will be 100%
vested in the Supplemental Executive Retirement Plan (SERP) at the Cumulative
Benefit Payable that is applicable to ten years of service (which is 30% of the
highest five year average salary during the last ten years leading up to
retirement).
Except as indicated above, the Agreement, its terms and conditions
shall remain in full force and effect. If the terms outlined above are
acceptable, please sign below and return to me an original executed copy of this
letter agreement. Upon execution of this letter agreement, the Agreement shall
be deemed amended in accordance with Paragraph 28 thereof.
Sincerely,
The Great Atlantic & Pacific Tea Company, Inc.
By:/s/Xxxxxxxxx Xxxx
Agreed to and accepted this 8th day of February, 2005.
/s/Xxxxx Xxxxx
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Xxxxx Xxxxx
