0001104659-05-041359 Sample Contracts

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • August 25th, 2005 • Pathmark Stores Inc • Retail-grocery stores • Delaware

This Amended and Restated Stockholders’ Agreement (this “Agreement”) is made as of August 23, 2005, among Pathmark Stores, Inc., a Delaware corporation (the “Company”), and the Investors identified on the signature pages hereto (collectively, the “Investors”).

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Award Agreement
Award Agreement • August 25th, 2005 • Pathmark Stores Inc • Retail-grocery stores • Delaware

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 Effective Date an award of restricted stock (“Award”) consisting of the number of restricted shares of Common Stock set forth below. Terms not defined in this Award Agreement, but defined in the Employment Agreement dated August 23, 2005, between you and the Company (the “Employment Agreement”), shall have the meaning set forth in the Employment Agreement.

Award Agreement
Award Agreement • August 25th, 2005 • Pathmark Stores Inc • Retail-grocery stores • Delaware

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 first set forth above a stock option (“Stock Option”) to purchase the number of shares of Common Stock set forth below. Terms not defined in this Award Agreement, but defined in the Employment Agreement dated August 23, 2005, between you and the Company (the “Employment Agreement”), shall have the meaning set forth in the Employment Agreement.

Employment Agreement
Employment Agreement • August 25th, 2005 • Pathmark Stores Inc • Retail-grocery stores • New Jersey
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