EMPLOYMENT AGREEMENT





                  AGREEMENT, made and entered into as of the 12th day of

September, 2005, by and between THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

(the "Company"), and PAUL WISEMAN (the "Employee").



                               W I T N E S S E T H





                  WHEREAS, the Company and the Employee (the "Parties") have

agreed to enter into this agreement (the "Agreement") relating to the employment

of the Employee by the Company; and



                  WHEREAS, this Agreement supercedes the agreement made and

entered into as of the 1st day of March, 2004 by and between The Great Atlantic

& Pacific Company of Canada, Limited and Paul Wiseman, and the Employee shall

have no further right to any compensation or benefits under that agreement,



                  NOW, THEREFORE, 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. Term of Employment.



(a) The Company agrees to continue to employ the Employee, and the Employee

agrees to remain in the employment of the Company, in accordance with the terms

and provisions of this Agreement, for the period set forth below (the

"Employment Period").



(b) The Employment Period under this Agreement shall commence as of September

12, 2005 and, subject only to the provisions of Sections 7, 8 and 9 below

relating to termination of employment, shall continue until (i) the close of

business on September 11, 2008 or (ii) such later date as shall result from the

operation of subparagraph (c) below (the "Terminal Date").



(c) Commencing on April 1, 2007, and on the first business day of each month

thereafter (such date and each such first business day, the "Renewal Date") the

Terminal Date set forth in subparagraph (b) above shall be extended so as to

occur eighteen months from the Renewal Date unless either the Company or the

Employee shall have given written notice to the other Party on or before such

Renewal Date that the Terminal Date is not to be extended.



2. Duties.



                  It is the intention of the Parties that during the term of his

employment under this Agreement, the Employee will serve as Senior Vice

President of Operations of the Company. The Employee will devote his full

business time and attention to the affairs of the Company and his duties as

Senior Vice President of Operations. The Employee will have such duties as are

appropriate to his position, and will have such authority as required to enable

him to perform these duties. Consistent with the foregoing, the Employee shall

comply with all reasonable instructions of the President and Chief Executive

Officer of the Company. The Employee will report directly to the President and

Chief Executive Officer of the Company.



3. Salary and Bonus.



3.1 Salary. The Company will pay the Employee a base salary at an initial annual

rate of not less than $325,000.00, which base salary as in effect from time to

time will not be reduced and will be reviewed periodically (at intervals of not

more than twelve (12) months) by the Compensation Committee of the Board of

Directors (the "Board") for the purpose of considering increases thereof. In

evaluating increases in the Employee's base salary, the Compensation Committee

of the Board will take into account such factors as corporate performance,

individual merit, and such other considerations as it deems appropriate. The

Employee's base salary will be paid in accordance with the standard practices

for other corporate executives of the Company.



3.2      Bonuses.



                  The Employee will be eligible to receive annually or otherwise

any bonus awards, whether payable in cash, shares of common stock of the Company

or otherwise, which the Company, the Compensation Committee of the Board or such

other authorized committee of the Board determines to award or grant.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC