AGREEMENT, made and entered into as of March 1, 2005, by and between THE GREAT ATLANTIC &
PACIFIC TEA COMPANY, INC. (the "Company"), and WILLIAM J.
MOSS (the "Employee").
W I T N E S S E T H
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 Employment Period shall commence as of March 1, 2005 and, subject only to the provisions of Sections
6 and 7 below relating to termination of employment, shall continue until the close of business on February 28,
2007 or (ii) such later date as shall result from the operation of subparagraph (b) below (the "Terminal Date").
(b) Commencing on September 1, 2006, 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 (a) above shall be
extended so as to occur six 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
2. Duties. The Employee will serve as Vice President, Treasurer or in any other capacity as assigned by the
Company and will devote his/her full business time and attention to the affairs of the Company and his/her duties.
3. Salary and Bonus. The Company will pay the Employee a base salary at an annual rate of not less than
$200,000.00, which base salary will not be reduced and will be reviewed periodically (at intervals of not more
(12) months). 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.
4. Benefit Programs. The Employee will rec