Separation and Release Agreement, dated as of May 28, 1999, by and between
Peter J. O'Gorman and The Great Atlantic & Pacific Tea Company, Inc.
This will confirm our understandings with respect to the termination of your employment with The Great Atlantic
& Pacific Tea Company, Inc., which is effective May 28, 1999, whereupon all rights, privileges and entitlements
as an active employee will cease, except only to the extent herein provided. Your resignation as a corporate
officer of the Company effective May 28, 1999 is an integral part of this Agreement.
In return for your general release which is set forth below, the Company will pay you at your current salary rate
through May 31, 2000 ("the severance period"). These payments include any and all otherwise applicable paid
leave, including but expressly not limited to your vacation entitlement. Upon your attainment of age sixty-two you
will be eligible for your pension under the special executive retirement plan (SERP) with 20 years' service credit
and without any early retirement reduction for retiring prior to age 65. Your life insurance coverage and your
Executive Medical health benefits including your prescription drug coverage under the Company plan will be
continued for you and your covered dependents until you attain age 65; any COBRA entitlements will follow.
Your unexercised Stock Options and Stock Appreciation Rights ("SAR's") which are vested currently or after
vesting during the severance period will be exercisable through the date that is three months after the end of the
severance period, unless sooner expired. These provisions exceed anything to which you are otherwise entitled
by reason of your having been employed by or separated from the Company prior to the execution of this
The foregoing voluntary consideration is given in return for your discharge and release of all claims, obligations,
and demands which you have, ever had, or in the future may have against The Great Atlantic & Pacific Tea