Exhibit 10.2


 


PATHMARK STORES, INC.


 


[DATE]


 


Form of Stock Option Grant Notice


 


Dear [NAME]:


 


Pathmark Stores, Inc. (the “Company”), pursuant to the Company’s Amended
and Restated 2000 Non-Employee Directors Equity Plan (the “Plan”), hereby grants
to Participant a Stock Option to purchase the number of shares of Common Stock
set forth below.  This Stock Option is
subject to all of the terms and conditions as set forth herein, in the Plan and
in the attached Terms and Conditions. 
The attached Terms and Conditions, together with this Grant Notice, form
the Award Agreement.


 


	
  Participant:

  	
   

  	
  [NAME]

  
	
  Date
  of Award:

  	
   

  	
  [DATE]

  
	
  Number
  of Shares of Common Stock Subject to Stock Option:

  	
   

  	
  [NUMBER]

  
	
  Incentive
  or Nonqualified Stock Option:

  	
   

  	
  Nonqualified Stock Option

  
	
  Exercise
  Price Per Share:

  	
   

  	
  $[FMV]

  
	
  Expiration
  Date:

  	
   

  	
  [FIFTH ANNIVERSARY OF DATE OF AWARD]

  



 


	
  Vesting
  Schedule:

  	
   

  	
  Subject
  to the other terms and conditions of the Plan and the Award Agreement, the
  Stock Option will vest and become exercisable as to the number of shares of
  Common Stock on the dates indicated below; provided
  that the Participant continues to serve as a member of the Board on each such
  date:

   

  (1)   An initial 33% of the shares of Common Stock subject to the Stock Option on
  the first anniversary of the Date of Award (or, if earlier, the date of the
  annual meeting of the Company’s stockholders that occurs in the first
  calendar year following the Date of the Award);

   

  (2)   An additional 33% of the shares of Common Stock on the second anniversary of the
  Date of Award (or, if earlier, the date of the annual meeting of the Company’s
  stockholders that occurs in the second calendar year following the Date of
  the Award); and

   

  (3)   The remaining unvested shares of Common
  Stock on the third anniversary of the Date of Award (or, if earlier, the date
  of the annual meeting of the Company’s stockholders that occurs in the third
  calendar year following the Date of the Award).

  
	
   

  	
   

  	
   

  
	
  Payment of the Exercise Price:

  	
   

  	
  The
  exercise price of the Stock Option may be paid by the Participant to the
  Company (i) by cash or check, (ii) in previously owned shares held
  by the Participant for at least six months prior to exercise, or (iii) a
  combination of any of (i) and (ii).

  



 





















 


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


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME]

  
	
   

  	
  [TITLE]

  
	
   

  
	
   

  
	
  Accepted and Agreed:

  
	
   

  
	
   

  	
   

  
	
  [NAME]

  
	
   

  
	
   

  	
   

  
	
  Date

  
			



 


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PATHMARK STORES, INC. AMENDED AND RESTATED

2000 NON-EMPLOYEE DIRECTORS EQUITY PLAN


STOCK OPTION TERMS AND CONDITIONS


 


Pursuant to the Stock Option Grant Notice (“Grant Notice”) and
these Terms and Conditions, Pathmark Stores, Inc. (the “Company”) has granted
you, as of the “Date of
Award” set forth in the Grant Notice, a Stock Option under its
Amended and Restated 2000 Non-Employee Directors Equity Plan (the “Plan”) to purchase
the number of shares of the Company’s Common Stock indicated in the Grant
Notice at the exercise price indicated in the Grant Notice.  The Stock Option is a Nonqualified Stock
Option.


 


The Grant Notice and these Terms and Conditions form the Award
Agreement and all references to the Award Agreement shall be considered to
include the Grant Notice and these Terms and Conditions.  Defined terms not explicitly defined in the
Award Agreement but defined in the Plan shall have the same definitions as in
the Plan.  As used in the Award
Agreement, the terms “you”
and “your”
refer to the Participant identified in the Grant Notice.


 


The details of your Stock Option are as follows:


 


1.                                      VESTING;
ACCELERATED VESTING.  Subject to the
other terms and conditions of the Plan and this Award Agreement, your Stock
Option will vest as provided in the Grant Notice.  Notwithstanding the preceding sentence, the
Stock Option shall be considered fully vested and exercisable upon the earlier
to occur of (a) termination of your service on the Board by reason of
death or Permanent Disability or (b) a Change in Control.


 


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


 


3.                                      SECURITIES
LAW COMPLIANCE.  If you are a citizen
or resident of the United States, then notwithstanding anything to the contrary
contained herein, your Stock Option may not be exercised unless the shares of
Common Stock issuable upon exercise of your Stock Option 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
exercise and issuance would be exempt from the registration requirements of the
Securities Act.  The exercise of your
Stock Option must also comply with other applicable laws and regulations
governing the Stock Option, and the Stock Option may not be exercised if the
Company determines that the exercise would not be in material compliance with
such laws and regulations.


 


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


 





















 


5.                                      TERMINATION
OF DIRECTORSHIP.  Following termination of your service on the
Board, you (or your estate, personal representative or beneficiary, as the case
may be) shall have the right, subject to the other terms and conditions of the
Plan and this Award Agreement, to exercise the vested portion of the Stock
Option (a) at any time within two years after the date of termination of
service, if such termination was by reason of death, Permanent Disability or
retirement from the Board in accordance with the retirement policy then in
effect for Board members, or (b) in all other cases, at any time within
one year after the date of termination of service, but in no event after the
Expiration Date.


 


6.                                      EXERCISE.  You
may exercise your Stock Option, to the extent vested, in whole or in part
during its term by delivering a written notice 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 person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require.  The Stock Option may be exercised for whole
shares of Common Stock only.


 


7.                                      TRANSFERABILITY.  Your Stock Option is not transferable, except
by will or by the laws of descent and distribution or pursuant to a domestic
relations order, and is exercisable during your life only by you; provided, however, that the Committee may,
in its discretion and subject to such terms and conditions as it shall specify,
permit the transfer of an Award for no consideration to your family members or
to one or more trusts or partnerships established in whole or in part for the
benefit of one or more of such family members (collectively, “Permitted Transferees”).
If the Stock Option is transferred to a Permitted Transferee, it shall be
further transferable only by will or the laws of descent and distribution or,
for no consideration, to another Permitted Transferee.  Notwithstanding the foregoing, by delivering
written notice to the Company, in a form satisfactory to the Company, you may
designate a third party who, in the event of your death, shall thereafter be
entitled to exercise your Stock Option.


 


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


 


9.                                      WITHHOLDING
OBLIGATIONS.  You may satisfy any applicable tax withholding obligation relating to
the exercise or acquisition of
Common Stock under your Stock Option by any of the following means (in addition
to the right of the Company or any of subsidiaries to withhold from any
compensation it paid to you) or by a combination of such means:  (a) tendering a cash payment; (b) authorizing
the Company to withhold shares from the shares of Common Stock otherwise
deliverable to you as a result of the exercise of your Stock Option; or (c) delivering
to the Company owned and unencumbered shares of Common Stock that you have
owned for at least six months prior to such delivery.


 


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


 


11.                               PLAN
DOCUMENT CONTROLS.  Your Stock Option is subject to all the
provisions of the Plan, the provisions of which are hereby made 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 adopted pursuant to the Plan.  In the event of any conflict between the
provisions of your Stock Option and those of the Plan, the provisions of the
Plan shall control.


 


12.                               SECTION 409A.  Your Stock Option is intended not to
provide for a “deferral of compensation” within the meaning of Section 409A
of the Code, and shall be interpreted and administered consistent with such
intent.  If any provision of the Plan or
the Award Agreement causes your Stock Option to be subject to the requirements
of Section 409A of the Code, or could otherwise cause you to be subject to
the interest and penalties under Section 409A of the Code, 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
of the Code and, notwithstanding any provision in the Plan or the Award
Agreement to the contrary, the Committee shall have broad authority to amend
the Award Agreement, without your approval, to the extent necessary or
desirable to ensure that an Award is not subject to interest and penalties
under Section 409A of the Code.


 


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