UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 Current Report

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                          June 21, 2007 (June 15, 2007)
                Date of Report (Date of earliest event reported)

                     -------------------------------------

                          THE GREAT ATLANTIC & PACIFIC
                                TEA COMPANY, INC.
             (Exact name of registrant as specified in its charter)

            Maryland                       1-4141                13-1890974
 (State or other jurisdiction of   (Commission file number)   (I.R.S. Employer
   incorporation or organization)                           Identification No.)

                                Two Paragon Drive
                           Montvale, New Jersey 07645
                    (Address of principal executive offices)

                                 (201) 573-9700
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: ? Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) ?
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
- -------------------------------------------------------------------------------







Item 5.02  Departure of Directors or Certain Officers;  Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)      Approval of Compensatory Arrangements

On June 15, 2007 the Human Resources & Compensation Committee and the Governance
Committee (together, the "Committees") of the Board of Directors of The Great
Atlantic & Pacific Tea Company, Inc., (the "Company"), under the authority of
the Company's 1998 Long Term Incentive and Share Award Plan, approved the
following actions in anticipation of the Company's acquisition of Pathmark
Stores, Inc.:

o    The Committees decided to recognize the Company's performance to date under
     the Company's 2005 Turnaround  Incentive  Compensation Program (the "TIP").
     Specifically,  subject to the  closing  of the  Pathmark  transaction,  the
     applicable  performance  criteria  will  have  been  met  with  respect  to
     two-thirds of the Restricted Share Units ("RSUs") that were granted to each
     participant  under the TIP.  Upon the closing of the Pathmark  transaction,
     50% of such RSUs will vest on the first day of the  Company's  2008  Fiscal
     Year and the  remaining  50% of such RSUs will vest on the first day of the
     Company's 2009 Fiscal Year.  Vesting of the RSUs is further  subject to all
     other  terms,   conditions,   limitations,   restrictions  and  eligibility
     requirements under the TIP.

o    The Committees decided to recognize the Company's performance to date under
     the Company's 2006 Long-Term Incentive Program (the "LTIP"). Specifically,
     subject to the closing of the Pathmark transaction, the applicable
     performance criteria will have been met with respect to 125% of one-third
     of the Restricted Share Units ("RSUs") that were granted to each
     participant under the LTIP. Upon the closing of the Pathmark transaction,
     such RSUs will vest on or around May of 2009 in accordance with and subject
     to all other terms, conditions, limitations, restrictions and eligibility
     requirements under the LTIP.

o    The Committees  approved an Acquisition  Closing and Integration  Incentive
     Compensation Program (the "Integration  Program").  The Integration Program
     is  subject  to:  a)  the  closing  of  the  Pathmark  transaction;  b) the
     achievement of certain Pathmark transaction closing performance criteria or
     certain Pathmark transaction synergy targets; c) the achievement of certain
     Company  stock price  targets over a  performance  period  comprised of the
     three calendar years following the closing of the Pathmark transaction; and
     d) other  terms,  conditions,  limitations,  restrictions  and  eligibility
     requirements  similar to those in the TIP and the LTIP. Depending on actual
     performance as compared with the foregoing targets,  each executive officer
     can  earn up to a  maximum  of 200% of the  RSUs  awarded  them  under  the
     Integration  Plan.  Subject to the foregoing,  the following grants of RSUs
     were made to the executive  officers of the Company in connection  with the
     Integration Program:


                  Christian W.E. Haub                27,927
                  Eric Claus                         27,927
                  Brenda Galgano                     21,032
                  Paul Wiseman                       17,513
                  Allan Richards                     14,042




                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:   June 21, 2007


                                  THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.


                                  By:    /s/ Allan Richards
                                         ---------------------------
                                         Allan Richards, Senior Vice
                                         President & Secretary