NASH FINCH COMPANY DIRECTOR DEFERRED COMPENSATION PLAN

 

The Administrator shall process a Participant’s deferral election as soon as administratively practicable after such deferral election is submitted to and accepted by the Administrator.

 

(d)           If a Qualified Director fails to meet all requirements contained in this Section 2.2 within the period required, that Qualified Director shall not be entitled to participate in the Plan during such Plan Year.

 

2.3           Condition of Participation.  Each Qualified Director, as a condition of participation in the Plan, is bound by all the terms and conditions of the Plan and the Plan Rules, including but not limited to the reserved right of the Company to amend or terminate the Plan, and must furnish to the Administrator such pertinent information, and execute such election forms and other instruments, as the Administrator or Plan Rules may require by such dates as the Administrator or Plan Rules may establish.

 

2.4           Termination of Participation.  A Participant will cease to be such as of the date on which he or she is not then eligible to make deferrals and his or her entire Account balance has been distributed.

 

3.                                       Deferral Elections.

 

3.1                                 Minimum and Maximum Deferrals

 

(a)           Full Plan Year.  For each full Plan Year, a Participant may elect to defer the payment of his or her Director Cash Compensation by any one percent increment from one percent to a maximum of 100%.  The percentage so elected for Director Cash Compensation will automatically apply to the Participant’s Director Cash Compensation as adjusted from time to time.  The Participant may also elect to defer any dollar amount of Director Cash Compensation, in even $1,000 increments, so long as the total amount deferred will not, in any case, exceed the applicable maximum deferral amount as specified above.  For an election to be effective, a Participant must elect to defer a minimum of $5,000 of his or her annual Director Cash Compensation.  If the Administrator determines, prior to the beginning of a Plan Year, that a Participant has made an election for less than the stated minimum annual deferral amount, or if no election is made, the amount deferred shall be zero.

 

(b)           Short Plan Year.  If a Participant first becomes eligible to participate in the Plan after the first day of a Plan Year, the minimum annual amount of his or her Director Cash Compensation that may be deferred shall be equal to $5,000 multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year after the Qualified Director first becomes eligible to participate in the Plan and the denominator of which is 12.  The maximum annual amount that may be deferred for that Plan Year will be the amount of Director Cash Compensation not yet earned by the Participant as of the date the Participant commences participation in the Plan.

 

3.2                                 Elections to be Made.

 

(a)           First Plan Year.  In connection with a Participant’s commencement of participation in the Plan, the Participant shall make the following elections:

 

(i)                                     an election as to the amount of Director Cash Compensation payable with respect to the Plan Year in which the Participant commences participation in the Plan that is to be deferred;

(ii)                                  an election as to how the deferral is to be allocated (in increments of one percent) among his or her Cash Subaccount and Share Subaccount;

(iii)                               a one-time, irrevocable election, as described in Section 6.1(b), as to the manner in which the Participant will receive his or her Separation Benefit;

(iv)                              a one-time, irrevocable election, as described in Section 6.2(b), as to the manner in which the Participant will receive his or her Disability Benefit;

(v)                                 such other elections as the Administrator deems necessary or desirable under the Plan.

 

 

For any election to be valid, the election form must be completed and signed by the Participant, timely delivered to the Administrator (in accordance with Section 2.2 above) and accepted by the Administrator.

 

(b)           Subsequent Plan Years.  For each succeeding Plan Year, each Participant shall make a deferral election as to the amount of Director Cash Compensation payable with respect to such Plan Year, an election as to how the deferral is to be allocated (in increments of one percent) among his or her Cash Subaccount and Share Subaccount, and such other elections as the Administrator deems necessary or desirable under the Plan.  Such elections shall be made by timely delivering a new election form to the Administrator, in accordance with Plan Rules, before the end of the Plan Year preceding the Plan Year for which the election is made.  If no such election form is timely delivered for a Plan Year, the Director Cash Compensation to be deferred shall be zero for that Plan Year.

 

4.                                       Crediting and Vesting of Contributions to a Participant’s Account

 

4.1           Participant Accounts.  The Administrator will establish and maintain an Account for each Participant to evidence amounts credited with respect to the Participant pursuant to Sections 4 and 5.  A Participant’s Account may include a Cash Subaccount and a Share Subaccount.

 

4.2           Withholding and Crediting of Covered Compensation.  For each Plan Year, deferrals of Director Cash Compensation shall be withheld at the time the Director Cash Compensation is or otherwise would be paid to the Participant, whether or not this occurs or would occur during the Plan Year to which these amounts relate.  Deferred amounts of Director Cash Compensation will be credited to a Participant’s Account at the time such amounts would otherwise have been paid to the Participant.  Such credits to the Qualified Director’s Cash Subaccount will be in U.S. dollars in an amount equal to the amount of the deferral allocated to the Cash Subaccount by the Qualified Director.  Such credits to a Qualified Director’s Share Subaccount will be the number of full and fractional Share Units determined by dividing the amount of Director Cash Compensation to be allocated to the Share Subaccount by the Market Price on the date as of which the credit is made.

 

4.3           Crediting of Amounts after Benefit Distribution.  Notwithstanding any provision in this Plan to the contrary, should the complete distribution of a Participant’s vested Account balance occur prior to the date on which any portion of the Director Cash Compensation that a Participant has elected to defer in accordance with Section 3.1 would otherwise be credited to the Participant’s Account, such amount shall not be so credited but shall be paid to the Participant in a lump sum as soon as administratively practicable after such amount would otherwise have been credited to the Participant’s Account.

 

4.4                                 Vesting.  A Participant shall at all times be 100% vested in his or her Account balance.

 

5.                                       Investment Credits.

 

5.1                                 Cash Subaccounts.

 

(a)           Designation of Measurement Funds.  The Administrator will designate two or more Measurement Funds that will serve as the basis for determining Investment Credits to a Participant’s Cash Subaccount.  The Administrator may, from time to time, designate additional Measurement Funds or eliminate any previously designated Measurement Funds.  The designation or elimination of a Measurement Fund pursuant to this Section 5.1(a) is not a Plan amendment.  The Administrator will not be responsible in any manner to any Participant, Beneficiary or other person for any damages, losses, liabilities, costs or expenses of any kind arising in connection with any designation or elimination of a Measurement Fund.

 

(b)                                 Participant Direction.  A Participant must direct the manner in which amounts

 

 

credited to his or her Cash Subaccount pursuant to Section 4 will be allocated among and deemed to be invested in the Measurement Funds designated pursuant to Section 5.1(a).  Such allocation and investment directions shall be submitted in writing on an election form to the Administrator.  If a Participant fails to direct the manner in which amounts credited to his or her Cash Subaccount will be deemed to be invested, his or her Cash Subaccount balance will automatically be allocated to and deemed invested in the Measurement Fund specified in Plan Rules.  Amounts will be deemed to be invested in accordance with the Participant’s direction on or as soon as administratively practicable after the date the amounts are credited to the Participant’s Cash Subaccount.

 

(c)           Change in Direction for Account Balances and Future Credits.  A Participant may, at any time, direct a change in the manner in which future credits to his or her Cash Subaccount pursuant to Section 4 will be, or his or her existing Cash Subaccount balance is, allocated among and deemed to be invested in the Measurement Funds designated pursuant to Section 5.1(a).  Any such direction may be made separately for an existing Cash Subaccount balance and for future amounts to be credited to a Cash Subaccount.  Any change in allocation and investment direction shall be submitted in writing on an election form to the Administrator, and will be effective as soon as reasonably practicable after receipt of the election form by the Administrator.

 

(d)           Effecting a Change in Direction.  In providing any direction described in Sections 5.1(b) and (c), the Participant shall specify on the election form, in increments of one percent (1%), the percentage of his or her Cash Subaccount balance or of future credits to his or her Cash Subaccount, as applicable, to be allocated/reallocated to each Measurement Fund.  Any such direction will remain in effect until the Participant subsequently submits a properly completed new election form to the Administrator.

 

(e)           Account Adjustment.  As of the close of business on each day on which trading occurs on the NASDAQ Stock Market, the Administrator will cause each Participant’s Cash Subaccount balance to be adjusted (upward or downward) to reflect the investment performance, since the last adjustment, of the Measurement Funds among which the Cash Subaccount balance has been allocated and hypothetically invested.

 

5.2                                 Share Subaccounts.

 

(a)           Timing and Nature of Credits.  As of the first day of the calendar quarter first following the date on which dividends are paid on Shares, a Participant’s Share Subaccount will be credited with that number of full and fractional Share Units determined by dividing (i) the dollar amount of the dividends that would have been payable to the Participant if the number of Share Units credited to the Participant’s Share Subaccount on the record date for such dividend payment had then been Shares registered in the name of such Participant, by (ii) the Market Price on the date as of which the credit is made.

 

(b)           Adjustments.  In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the Company’s corporate structure or Shares, the Administrator will make such adjustment, if any, as the Administrator may deem appropriate in the number and kind of Share Units credited to Share Subaccounts.

 

5.3           No Actual Investment.  The Measurement Funds and Share Units are to be used only for record-keeping purposes to adjust a Participant’s Account Balance, and nothing contained in this Plan or done in accordance with the terms of this Plan shall be considered or construed in any manner as an actual investment of a Participant’s Account Balance in any such Measurement Fund or Share Unit.  A Participant’s Account Balance will at all times be a bookkeeping entry only and will not represent any investment made on his or her behalf by any Employer or the Trust; the Participant shall at all times

 

 

remain an unsecured creditor of the applicable Employer.  If any Employer or the Trustee decides to invest funds in any or all of the investments on which the Measurement Funds or Share Units are based, or in any comparable investments, no Participant shall have any rights in or to such investments themselves.

 

5.4           Participant Responsibilities.  Each Participant is solely responsible for any and all consequences of his or her investment directions made pursuant to Section 3.2(a)(ii) and this Section 5.  Neither the Company, any of its directors, officers or employees, nor the Administrator has any responsibility to any Participant or other person for any damages, losses, liabilities, costs or expenses of any kind arising in connection with any investment direction made by a Participant pursuant to this Plan.

 

6.                                       Distributions of Amounts Credited to Plan Accounts.

 

6.1                                 Separation Benefit.

 

(a)           Amount of Separation Benefit.  A Participant who experiences a Separation from Service shall receive, as a Separation Benefit, his or her vested Account balance, calculated as of the close of business on the Participant’s Benefit Distribution Date.

 

(b)           Payment of Separation Benefit.  A Participant, in connection with his or her initial commencement of participation in the Plan, shall irrevocably elect on an election form to receive his or her Separation Benefit in a lump sum or pursuant to the Annual Installment Method for up to 15 years.  If a Participant does not make any election with respect to the payment of his or her Separation Benefit, then such Participant shall be deemed to have elected to receive the Separation Benefit in a lump sum.  The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the Participant’s Benefit Distribution Date.  Remaining installments, if any, shall be paid no later than 60 days after each anniversary of the Participant’s Benefit Distribution Date.

 

(c)           Change in Election.  A Participant may change his or her election with respect to the payment of a Separation Benefit one time by submitting an election form to the Administrator in accordance with the following criteria:

 

(i)            Such election form must be submitted to and accepted by the Administrator at least 12 months prior to the Participant’s originally scheduled Benefit Distribution Date;

 

(ii)           The Separation Benefit payment(s) is (are) delayed at least 5 years from the Participant’s originally scheduled Benefit Distribution Date in accordance with the requirements of Code section 409A(a)(4) and regulations and rulings issued thereunder; and

 

(iii)          The election to change the timing of the payment of the Separation Benefit shall have no effect until at least 12 months after the date on which the election is made.

 

6.2                                 Disability Benefit.

 

(a)           Amount of Disability Benefit.  Upon a Participant’s Disability, the Participant shall receive a Disability Benefit, which shall be equal to the Participant’s vested Account Balance, calculated as of the close of business on the Participant’s Benefit Distribution Date.

 

(b)           Payment of Disability Benefit.  A Participant, in connection with his or her initial commencement of participation in the Plan, shall irrevocably elect on an election form to receive the Disability Benefit in a lump sum or pursuant to the Annual Installment Method for up to 5 years.  If a Participant does not make any election with respect to the payment of the Disability Benefit, then such Participant shall be deemed to have elected to receive the Disability Benefit in a lump sum.  The lump sum payment shall be made, or installment payments shall commence, no

 

 

later than 60 days after the Participant’s Benefit Distribution Date.  Remaining installments, if any, shall be paid no later than 60 days after each anniversary of the Participant’s Benefit Distribution Date.

 

6.3                                 Death Benefit.

 

(a)           Amount of Death Benefit.  The Participant’s Beneficiary(ies) shall receive a Death Benefit upon the Participant’s death which will be equal to the Participant’s vested Account Balance, calculated as of the close of business on the Participant’s Benefit Distribution Date.

 

(b)           Payment of Death Benefit.  The Death Benefit shall be paid to the Participant’s Beneficiary(ies) in a lump sum payment, whether or not installment payments had already commenced to the Participant before his or her death.  The lump sum payment shall be made no later than 60 days after the Participant’s Benefit Distribution Date.