Exhibit 10.17
EMPLOYMENT AGREEMENT ("Agreement")
AGREEMENT, made and entered into as of the 28th day of the month
of
November, 2005, by and between THE GREAT ATLANTIC & PACIFIC TEA
COMPANY, INC.
(the "Company"), and MELISSA SUNGELA (the "Employee").
In consideration of the promises and mutual covenants contained
herein
and for other good and valuable consideration, the Parties,
intending to be
legally bound, agree as follows:
1. Duties. The Employee will serve in a capacity as assigned by
the
Company and will devote his/her full business time and attention to
the affairs
of the Company and his/her duties.
2. Salary and Bonus. The Company will pay the Employee a base
salary of
$200,000.00 per year, which will not be reduced and will be
reviewed
periodically (at intervals of not more than 12 months). The
Employee will be
eligible to receive annually or otherwise any bonus awards which
the Company,
the Compensation Committee of the Board or such other authorized
committee of
the Board determines to award or grant.
3. Termination of Employment by the Company. The Company may
terminate
the Employee's employment at any time and for any reason; provided,
however,
that in the event the Company terminates the Employee's employment
for any
reason other than for Cause, as hereinafter defined, the Employee
shall be
entitled to the benefits described in Section 6(a). The Company may
terminate
the Employee's employment for Cause if (i) the Employee
willfully,
substantially, and continually fails to perform the duties for
which he/she is
employed by the Company, (ii) the Employee willfully fails to
comply with the
reasonable instructions of the Company, (iii) the Employee
willfully engages in
conduct which is or would reasonably be expected to be materially
and
demonstrably injurious to the Company, (iv) the Employee willfully
engages in an
act or acts of dishonesty resulting in material personal gain to
the Employee at
the expense of the Company, (v) the Employee is convicted of a
felony, (vi) the
Employee engages in an act or acts of gross malfeasance in
connection with
his/her employment hereunder, (vii) the Employee commits a material
breach of
the confidentiality provision set forth in Section 8, (viii) the
Employee
exhibits demonstrable evidence of alcohol or drug abuse having a
substantial
adverse effect on his/her job performance hereunder, or (ix) the
Employee is
unable to carry out his/her duties due to permanent and total
disability.
4. Termination for Performance. The Company may terminate the
Employee's employment for performance if the Employee fails to
meet
satisfactorily the performance goals established for the Employee.
The
determination as to whether the Employee has met satisfactorily
such performance
goals shall be determined by the Company in its sole discretion.
The Company
shall exercise its right to terminate the Employee's employment for
performance
by giving her written notice of termination on or before the date
of such
termination specifying the performance goal or goals that the
Employee failed to
meet. In the event of such termination of the Employee's employment
for
performance, the Employee shall be entitled to the benefits
described in Section
6(b).
5. Termination of Employment by the Employee. The Employee may
terminate his/her employment at any time and for any reason.
6. (a) Benefits Upon Termination Without Cause. If the
Employee's
employment shall terminate pursuant to Section 3 other than for
Cause, the
Employee, upon execution of a Confidential Separation and Release
Agreement,
shall be entitled to (i) salary continuation and continuation of
medical,
dental, vision and prescription coverage for a period of 52 weeks
following the
date of termination and (ii) outplacement assistance.
(b) Benefits Upon Termination for Performance. If the
Employee's employ
