Description of 2005 Turnaround Incentive Compensation Plan
Purpose: Attract, retain and reward key employees for completing a successful and sustained turnaround.
No awards under this program will be made unless the Company has returned to profitability for a full fiscal year
during the performance period (fiscal years 2005 through 2007) and complete vesting of awards will not occur
unless the Company sustains that profitability.
Return to profitability will be met if net profit is achieved for total fiscal year 2006 or 2007. For the purpose of
complete vesting, net profitability must be sustained through fiscal year 2008. For this purpose, net profit is
defined as positive Net Income, excluding extraordinary income or loss not associated with on-going business
Performance Period: Three years (2005 -2007)
Vesting: If profitability returns for total fiscal year 2006 33.3% - April 2007
33.3% - April 2008, if profitability is sustained in fiscal 2007 33.3% - April 2009, if profitability is sustained in
fiscal 2007 & 2008
Vesting: If profitability returns for total fiscal year 2007 50% - April 2008
50% - April 2009, if profitability is sustained in fiscal 2008 Special Provision: Non-Compete Clause
Plan requires executive share ownership:
It is the view of the Board that senior executives with significant impact on the future success of A&P have a
substantial "at risk" personal equity investment in A&P common stock.
Furthermore, the Board believes that it is necessary to link the economic Interests of key managers with each
other and with shareholders in general. This will promote key management stability, retention, motivation and
long-term focus on corporate strategy. As such, the Compensation Committee recommended, and the Board
approved, the following executive share-ownership requirements:
Executives will have up to five years to meet ownership requirement
This grant would be a one-time grant for the target period