200 Milik Street
Carteret, New Jersey 07008
December 14, 2005
Mr. Kenneth Martindale
5 South 500 West, Unit 1115
Salt Lake City, Utah 84101
Dear Mr. Martindale:
to and subject to the terms and conditions set forth in this award
agreement (“ Award Agreement ”), Pathmark
Stores, Inc. (the “ Company ”) hereby
grants you effective as of the Effective Date an award of
restricted stock (“ Award ”) consisting of the
number of restricted shares of Common Stock set forth below. Terms
not defined in this Award Agreement, but defined in the Employment
Agreement dated December 14, 2005, between you and the Company
(the “ Employment Agreement ”), shall have
the meaning set forth in the Employment Agreement.
Award . Your Award shall consist of 200,000 shares of Common
Stock (the “ Award Shares”), which shall be
subject to the forfeiture and transfer restrictions set forth in
this Award Agreement. The Award is granted without the approval of
the Company’s stockholders in reliance on Nasdaq Marketplace
Rule 4350(i)(1)(A)(iv) and shall not be subject to the
Company’s 2000 Employee Equity Plan. Except as otherwise
expressly provided herein, you shall possess all incidents of
ownership of the Award Shares granted hereunder.
Vesting . Subject to the other terms and conditions of the
Award Agreement and your continued employment with the Company on
the applicable vesting date, your Award Shares shall vest and the
restrictions under the Award shall lapse as to (a) 16,674 shares on
March 31, 2006, and (b) 183,326 shares in eleven equal quarterly
installments of 16,666 shares commencing on June 30, 2006 and each
September 30 th , December 31 st , March 31
st and June 30 th thereafter until the Award
Shares are fully vested.
Termination of Employment; Change in Control .
In the event that your employment with the Company is terminated by
reason of your Involuntary Termination, your Award shall be
considered fully vested and, to the extent previously unvested, the
restrictions shall lapse in full. Upon termination of your
employment for any reason other than your Involuntary Termination,
the unvested portion of your Award shall be forfeited, except that,
in the event of your death or Disability, you shall vest pro
rata in the portion of the Award Shares that are scheduled to
vest on the last day of the vesting quarter in which your
employment ends as a result of your death or Disability.
In the event of a Change in Control, your Award shall become fully
vested immediately prior thereto.
In the event of a transaction described in clause (vii) of the
definition of Good Reason in the Employment Agreement (whether or
not Yucaipa has a controlling interest within the meaning of such
clause), your Award shall become fully vested immediately prior to
Compliance with Securities Laws .
The sale or disposition of Award Shares must comply with all