**Exhibit 10.2**

PATHMARK STORES, INC. 2000 EMPLOYEE EQUITY PLAN

FORM OF AWARD AGREEMENT

          Pursuant to the Stock Option Grant Notice(“***Grant Notice*****”) and this Award Agreement, Pathmark Stores,Inc. (the “***Company*****”) has granted you, as of the“***Date of Award*****” set forth in the Grant Notice, a StockOption under its 2000 Employee Equity Plan (the “***Plan*****”) topurchase the number of shares of the Company’s Common Stock indicated in the GrantNotice at the exercise price indicated in the Grant Notice. The Stock Option is an“incentive stock option” within the meaning of Section 422 of the Code and ishereby designated as an Incentive Stock Option for purposes of this Award Agreement.

          Defined terms not explicitly defined in this AwardAgreement but defined in the Plan shall have the same definitions as in the Plan.

          Your Grant Notice is an integral part of this AwardAgreement and all references to this Award Agreement shall be considered to include theGrant Notice.

          The details of your Stock Option are as follows:

          **1. VESTING; ACCELERATEDVESTING.**

          (a) Subject to the other terms and conditions of the Planand this Award Agreement, your Stock Option will vest as provided in the Grant Notice.

          (b) Your Stock Option will be considered fully vested inthe event that your employment with the Company is terminated by reason of yourInvoluntary Termination (as such term is defined in your employment agreement with theCompany (or, if you do not have a current employment agreement, your most recentemployment agreement with the Company), hereinafter “***InvoluntaryTermination*****”), death, your permanent and total disability within themeaning of Section 22(e)(3) of the Code (“***Disability*****”) oryour retirement from you employment on or after your 60th birthday(“***Retirement*****”). Upon termination of your employment for anyreason other than Involuntary Termination, death, Disability or Retirement, the unvestedportion of your Stock Option will be forfeited.

          **2.****METHOD OF PAYMENT**. Payment of theexercise price is due in full upon exercise of all or any part of your Stock Option. Youmay elect to make payment of the exercise price in any manner that is permitted by theGrant Notice.

          **3.****SECURITIES LAW COMPLIANCE**. If you are acitizen or resident of the United States, then notwithstanding anything to the contrarycontained herein, your Stock Option may not be exercised unless the shares of Common Stockissuable upon exercise of your Stock Option are then registered under the United StatesSecurities Act of 1933, as amended (the “***Securities Act*****”)or, if such shares are not then so registered, the Company has determined that suchexercise and issuance would be exempt from the registration requirements of the SecuritiesAct. The exercise of your Stock Option must also comply with other applicable laws andregulations governing the Stock Option, and the Stock Option may not be exercised if theCompany determines that the exercise would not be in material compliance with such lawsand regulations.

 
          **4.****TERM**. Subject to the other terms andconditions of this Award Agreement, the term of your Stock Option commences on the Date ofAward (as set forth in the Grant Notice) and shall expire on the expiration date indicatedin the Grant Notice (the “***Expiration Date*****”).

          **5.****TERMINATION OF EMPLOYMENT; CHANGE INCONTROL.**

          (a) Except as otherwise expressly provided in Section1(b) and this Section 5 of this Award Agreement, the terms of Section 7(c) of the Planshall apply to any rights you have with respect to your Stock Option on and after yourtermination of employment with the Company or upon a Change in Control.

          (b) In the event of your termination of employment byreason of your Involuntary Termination, death, Disability or Retirement, the Stock Optionshall remain exercisable until the earlier of the second anniversary of the date of suchtermination and the Expiration Date;***provided, however*****, that theStock Option shall remain exercisable as an Incentive Stock Option for one year after thedate of your termination due to death or Disability and for a period of ninety days afteryour Involuntary Termination or any other termination. Thereafter, the Stock Option shallautomatically convert into a Nonqualified Stock Option for the remainder of the exerciseperiod described in this Section 5(b).

          **6.****EXERCISE.** You may exercise your StockOption, to the extent vested, in whole or in part during its term by delivering a writtennotice of exercise (in a form designated by or otherwise acceptable to the Company)together with the exercise price to the Secretary of the Company, or to such other personas the Company may designate, during regular business hours, together with such additionaldocuments as the Company may then require. The Stock Option may be exercised for wholeshares of Common Stock only.

          **7.****TRANSFERABILITY.**Your Stock Option isnot transferable, except by will or by the laws of descent and distribution and isexercisable during your life only by you. Notwithstanding the foregoing, by deliveringwritten notice to the Company, in a form satisfactory to the Company, you may designate athird party who, in the event of your death, shall thereafter be entitled to exercise yourStock Option.

          **8.****STOCK OPTION NOT A SERVICE CONTRACT**.Your Stock Option is not an employment or service contract, and nothing in your StockOption shall be deemed to create in any way whatsoever any obligation on your part tocontinue in the employ of the Company or one of its subsidiaries, or of the Company or anyof its subsidiaries to continue your employment. In addition, nothing in your Stock Optionshall obligate the Company or any of its subsidiaries, their respective shareholders,Boards of Directors, officers or employees to continue any relationship that you mighthave as a director, advisor or consultant for the Company or subsidiary.

          **9.****WITHHOLDING OBLIGATIONS**. You may satisfyany applicable tax withholding obligation relating to the exercise or acquisition ofCommon Stock under your Stock Option by any of the following means (in addition to theright of the Company or any of subsidiaries to withhold from any compensation it paid toyou) or by a combination of such means: (a) tendering a cash payment; (b) authorizing theCompany to withhold shares from the shares of Common Stock otherwise deliverable to you asa result of the exercise of your Stock Option (but no more than the minimum requiredwithholding liability); or (c) delivering to the Company owned and unencumbered shares ofCommon Stock that, in the case of shares acquired previously from the Company, you haveowned for at least six months prior to such delivery.

          **10.****NOTICES**. Any notices provided for youin your Stock Option or the Plan shall be given in writing and shall be deemed effectivelygiven upon receipt or, in the case of notices sent by the Company to you, if sent byregistered or certified mail and addressed to you at the last address you provided to theCompany.

 
          **11.****LIMITATIONS ON INCENTIVE STOCK OPTIONS**.To the extent that the aggregate fair market value of stock with respect to which anyIncentive Stock Options you hold are exercisable for the first time during any calendaryear under all plans of the Company and its subsidiaries, exceeds $100,000, such StockOption will be treated as Nonqualified Stock Options.

          **12.****PLAN DOCUMENT CONTROLS**. Your StockOption is subject to all the provisions of the Plan, the provisions of which are herebymade a part of your Stock Option, and is further subject to all interpretations,amendments, rules and regulations which may from time to time be promulgated and adoptedpursuant to the Plan. Except for terms with respect to which the Plan expressly defers tothis Award Agreement, in the event of any conflict between the provisions of your StockOption and those of the Plan, the provisions of the Plan shall control.

          IN WITNESS WHEREOF, theparties hereto have duly executed this Award Agreement as of            .
 **PATHMARK STORES, INC.**