Exhibit 10.11
AMENDMENT
This AMENDMENT, effective as of September 13, 2004 (the "Amendment"),
temporarily amends the Employment Agreement made on May 14, 2001 and amended on
February 11, 2002 (as so amended, the "Agreement"), by and between The Great
Atlantic & Pacific Tea Company, Inc. and Xxxx Xxxxxxx.
W I T N E S S E T H
WHEREAS, the Company agrees that by reassigning the Employee on
September 13, 2004 (the "Effective Date") from Senior Vice President & Chief
Information Officer and everGReen Business Leader of the Company reporting
directly to the Chairman, President and Chief Executive Officer of the Company
to Executive Vice President - Fresh Store Development of A&P US reporting
directly to its President and Chief Executive Officer, the Company has given the
Employee Good Reason to terminate his employment;
WHEREAS, in order to induce the Employee not to terminate his
employment within the three (3) month period immediately following the Effective
Date, the Company has agreed to amend the Agreement; and
WHEREAS, the Employee would prefer not to terminate his employment;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the
parties, intending to be legally bound, agree as follows:
1. Temporary Amendment to Section 8.(a)
Until the first anniversary of the Effective Date, the last sentence
of Section 8.(a) of the Agreement shall be amended to read:
"If an event constituting a ground for termination of employment for
Good Reason occurs, and the Employee fails to give notice of
termination with three hundred, sixty-five (365) days after the
occurrence of such event, the Employee shall be deemed to have waived
his right to terminate employment for Good Reason in connection with
such event (but not for any other event for which the three hundred,
sixty-five (365) day period has not expired)."
2. If during the three hundred, sixty-five (365) days that the amendment
contained in Section 1 above shall be effective another Good Reason for the
Employee to terminate his employment shall occur and the Employee shall
terminate his employment, then and only then shall the Company extend the
exercise period from one year from the date of termination of employment to
three years therefrom for any and all options granted to the Employee to
purchase shares of the Company's $1.00 par value common stock granted under
The Great Atlantic & Pacific Tea Company, Inc. 1998 Long Term Incentive and
Share Award Plan which options shall have previously vested or shall vest
up to and including the day the Employee gives notice to the Company of the
termination of his employment for such subsequent Good Reason.
3. Except as temporarily amended herein, all other terms of the Agreement
shall remain in full force and effect.
4. All capitalized terms used herein but not defined herein shall have the
meaning assigned to them in the Agreement.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized Officer and the Employee has hereunto set his hand as
of the Effective Date.
THE GREAT ATLANTIC & PACIFIC
TEA COMPANY, INC.
/s/Christian W.E. Xxxx
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Christian W. E. Xxxx, Chairman,
President & Chief Executive Officer
/s/Xxxx Xxxxxxx
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Xxxx Xxxxxxx
