Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2009, the board of directors (the "Board") of The Great Atlantic & Pacific Tea Company, Inc. (the "Company") authorized, approved and adopted an amendment to the vesting criteria pertaining to the restricted stock units ("RSUs") granted to executives of the Company pursuant to the Company's 2007 Executive Closing & Integration Incentive Plan ("E-CLIIP") (previously reported on Form 8-K filed on June 21, 2007), which was established in connection with the Company's acquisition of Pathmark Stores, Inc. and under the authority of the Company's 1998 Long Term Incentive and Share Award Plan. RSUs under the E-CLIIP were awarded to the Company's named executive officers ("NEOs") on December 3, 2007 and were to be earned only upon the attainment of certain transaction closing- and integration synergy-related milestones. As of May 21, 2009, the Human Resources & Compensation Committee of the Board (the "Committee") determined that the Company achieved both the transaction closing milestone and the first of two synergy milestones. The Committee has yet to assess attainment of the second synergy milestone and will do so later this year.

Prior to the Board's action on May 21, 2009, earned RSUs awarded under the E-CLIIP were scheduled to vest 36 months after closing of the Pathmark acquisition; however, no RSUs were to vest unless the Company's common stock reached a sustained (i.e., ten consecutive trading day) threshold price. As a result of the Board's action, the Company's achievement of a specific stock price is no longer a prerequisite to vesting and all earned RSUs will vest on December 3, 2010, subject to the other terms and conditions of the E-CLIIP. As a result, the estimated current value of the E-CLIIP award for each NEO (based upon the Company's current stock price) is approximately 11.5% of the grant date fair value of such awards (assuming achievement of all closing and integration synergies).