Pathmark Stores, Inc. Form 8-K





Exhibit 10.3





Pathmark Stores, Inc.

200 Milik Street

Carteret, New Jersey 07008


December 14, 2005



Mr. Kenneth Martindale

5 South 500 West, Unit 1115

Salt Lake City, Utah  84101


Award Agreement


Dear Mr. Martindale:



          Pursuant 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.


          1. 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.


          2. 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 30th, December 31st,
March 31st and June  30th thereafter until the Award Shares are
fully vested.


          3. Termination of
Employment; Change in Control.


          (a) 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.







          (b) In the event of a
Change in Control, your Award shall  become fully vested immediately prior thereto.


          (c) 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 such transaction.


          4. Compliance with
Securities Laws.


          (a) The sale or
disposition of Award Shares must comply  with all applicable laws and regulations
governing your Award, and such shares may not be  sold or disposed of if the Company
reasonably determines in good faith that it would not  be in material compliance with
such laws and regulations.


          (b) The Company represents
and warrants to you that on or  prior to the Effective Date all actions necessary to
exempt the grant of your Award under  Rule 16b-3(d) under the Exchange Act have been
taken by the Company.


          5. Transferability.
Award Shares are not  transferable by you prior to the lapsing of restrictions on the
applicable Award Shares  otherwise than (i) to or from a Permitted Transferee, (ii) to
a designated  beneficiary upon death or (iii) by will or the laws of descent and
distribution. No  other assignment or transfer of all or any part of the Award Shares, or
of the rights  represented thereby, whether voluntary or involuntary, by operation of law
or otherwise,  shall vest in the assignee or transferee any interest or right herein
whatsoever and no  assignment or transfer of all or any part of the Award Shares to a
Permitted Transferee  shall be given effect unless such Permitted Transferee acknowledges
in a writing  satisfactory to the Company that the applicable Award Shares remains
subject to the  provisions of this Award Agreement and the Employment Agreement. For
purposes of this  Award Agreement, “Permitted Transferee” shall mean (i) any
member of  your immediate family and (ii) any living trust or other entity
established by your  or any Permitted Transferee for estate planning purposes. By way of
clarification,  transfers of the Award Shares shall be permitted from any Permitted
Transferee to you or  between Permitted Transferees.


          6. Not a Service
Contract. Your Award is not an  employment or service contract, and nothing therein
shall be deemed to create in any way  whatsoever any obligation on your part to continue
in the employ of the Company or one of  its subsidiaries, or of the Company or any of its
subsidiaries to continue your  employment. In addition, nothing herein shall obligate you
or the Company or any of its  subsidiaries, their respective shareholders, Boards of
Directors, officers or employees to  continue any relationship that you might have as a
director, advisor or consultant for the  Company or its subsidiaries.








          7. Withholding. You
may satisfy any applicable tax  withholding obligation relating to the vesting of your
Award by any of the following means  or by a combination of such means: (a) tendering
a cash payment; (b) authorizing  the Company to sell shares subject to your Award,
including by withholding a sufficient  amount of such shares otherwise receivable by you
(but no more than the minimum required  withholding liability arising from the vesting of
the Award Shares); or  (c) delivering to the Company owned and unencumbered shares
of Common Stock that, in  the case of shares acquired previously from the Company, you
have owned for at least six  months prior to such delivery.


          8. Notices. Any
notices in connection herewith  shall be given in the manner contemplated under the
Employment Agreement.


          9. Employment Agreement.
Your Award is subject to  and conditional in all respects on the effectiveness of the
Employment Agreement and shall  be void ab initio and without force and effect in
the event that any condition to  such effectiveness is not met. In the event of any
conflict between the provisions of this  Award Agreement and those of the Employment
Agreement, the provisions of this Award  Agreement shall control.


          10. Governing Law.
The validity, interpretation,  construction and performance of this Award Agreement shall
be governed by the laws of the  State of Delaware applicable to contracts entered into
and performed in such state.


          11. Section 409A.
Your Award is intended not to  provide for a “deferral of compensation” within
the meaning of Section 409A, and  this Award Agreement shall be interpreted consistent
with such intent. If any provision of  this Award Agreement causes your Award to be
subject to the requirements of Section 409A,  or could otherwise cause you to be subject
to tax or the interest and penalties under  Section 409A, such provision shall be
modified to maintain, to the maximum extent  practicable, the original intent of the
applicable provision without violating the  requirements of Section 409A and the Company
agrees to modify such provisions in such  manner.










          Please indicate your
acceptance of the foregoing by  signing and dating where indicated below.





 Sincerely,


/s/ John T. Standley


John T. Standley

Chief Executive Officer





Acknowledged and Agreed as of this 14th day of December, 2005.




/s/ Kenneth Martindale

Kenneth Martindale