UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 21, 2007 (June 15, 2007)
Date of Report (Date of earliest event reported)
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THE GREAT ATLANTIC & PACIFIC
TEA COMPANY, INC.
(Exact name of registrant as specified in its charter)
Maryland 1-4141 13-1890974
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
Two Paragon Drive
Montvale, New Jersey 07645
(Address of principal executive offices)
(201) 573-9700
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: ? Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) ?
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Approval of Compensatory Arrangements
On June 15, 2007 the Human Resources & Compensation Committee and the Governance
Committee (together, the "Committees") of the Board of Directors of The Great
Atlantic & Pacific Tea Company, Inc., (the "Company"), under the authority of
the Company's 1998 Long Term Incentive and Share Award Plan, approved the
following actions in anticipation of the Company's acquisition of Pathmark
Stores, Inc.:
o The Committees decided to recognize the Company's performance to date under
the Company's 2005 Turnaround Incentive Compensation Program (the "TIP").
Specifically, subject to the closing of the Pathmark transaction, the
applicable performance criteria will have been met with respect to
two-thirds of the Restricted Share Units ("RSUs") that were granted to each
participant under the TIP. Upon the closing of the Pathmark transaction,
50% of such RSUs will vest on the first day of the Company's 2008 Fiscal
Year and the remaining 50% of such RSUs will vest on the first day of the
Company's 2009 Fiscal Year. Vesting of the RSUs is further subject to all
other terms, conditions, limitations, restrictions and eligibility
requirements under the TIP.
o The Committees decided to recognize the Company's performance to date under
the Company's 2006 Long-Term Incentive Program (the "LTIP"). Specifically,
subject to the closing of the Pathmark transaction, the applicable
performance criteria will have been met with respect to 125% of one-third
of the Restricted Share Units ("RSUs") that were granted to each
participant under the LTIP. Upon the closing of the Pathmark transaction,
such RSUs will vest on or around May of 2009 in accordance with and subject
to all other terms, conditions, limitations, restrictions and eligibility
requirements under the LTIP.
o The Committees approved an Acquisition Closing and Integration Incentive
Compensation Program (the "Integration Program"). The Integration Program
is subject to: a) the closing of the Pathmark transaction; b) the
achievement of certain Pathmark transaction closing performance criteria or
certain Pathmark transaction synergy targets; c) the achievement of certain
Company stock price targets over a performance period comprised of the
three calendar years following the closing of the Pathmark transaction; and
d) other terms, conditions, limitations, restrictions and eligibility
requirements similar to those in the TIP and the LTIP. Depending on actual
performance as compared with the foregoing targets, each executive officer
can earn up to a maximum of 200% of the RSUs awarded them under the
Integration Plan. Subject to the foregoing, the following grants of RSUs
were made to the executive officers of the Company in connection with the
Integration Program:
Christian W.E. Haub 27,927
Eric Claus 27,927
Brenda Galgano 21,032
Paul Wiseman 17,513
Allan Richards 14,042
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 21, 2007
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
By: /s/ Allan Richards
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Allan Richards, Senior Vice
President & Secretary