Pathmark Stores, Inc. Form 8-K





Exhibit 10.3





Pathmark Stores, Inc.

200 Milik Street

Carteret, New Jersey 07008


December 22, 2005



Mr. Frank Vitrano 
2 Thatchwood Court 
North Brunswick, NJ  08902


Award Agreement


Dear Mr. Vitrano:



          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 date hereof
(the “Grant Date”) an award of restricted stock (“Award”) under
its 2000 Employee Equity Plan (the “Plan”) consisting of the number of
restricted shares of Common Stock set forth below. Terms not defined in this Award
Agreement, but defined in the Amended and Restated Employment Agreement dated November 20,
2002, as amended by the First Amendment to said Amended and Restated Employment Agreement
dated December 22, 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 100,000
shares of Common Stock (the “Award Shares”), which shall be subject
to the forfeiture and transfer restrictions set forth in this Award Agreement. 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) 8,700 shares on the three-month anniversary of the Grant Date, and
(b) 91,300 shares in eleven equal quarterly installments of 8,300 shares commencing on the
six-month anniversary of the Grant Date.


          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 that certain Employment Agreement dated August
23, 2005 by and between the Company and John Standley, filed as Exhibit 10.2 to the
Company’s Form 8-K filed with the Securities and Exchange Commission on August 25,
2005 (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.


          Notwithstanding anything to the contrary contained
herein, the shares of Common Stock issuable upon vesting of your Restricted Stock Unit may
not be issued unless such shares are then registered under the United States Securities
Act of 1933, as amended (the “Securities Act”) or, if such
shares are not then so registered, the Company has determined that such issuance would be
exempt from the registration requirements of the Securities Act. The issuance of such
shares must also comply with other applicable laws and regulations governing the
Restricted Stock Unit, and such shares may not be issued if the Company determines that
the issuance would not be in material compliance with such laws and regulations.


          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 and provided that the
payment of the taxes by the Company will not result in a breach of any contract to which
it is a party); 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 22nd day of December, 2005.


/s/ Frank G. Vitrano

 Frank G. Vitrano