RESTRICTED STOCK UNIT AWARD
AGREEMENT
Amended and Restated Effective
November 26, 2008
THIS
AGREEMENT was entered into and effective as of [
] (the “ Date of Grant ”), by and between
Nash-Finch Company (the “ Company ”) and [
](the “ Director ”). The Agreement is hereby
amended and restated in its entirety, effective as of
November 26, 2008.
Pursuant to the
Nash Finch Company 2000 Stock Incentive Plan, as amended (the
“ Plan ”), and resolutions adopted by the Board
of the Company as of December 31, 2003 and February 24,
2006, each non-employee director of the Company is to automatically
receive, immediately following each annual meeting of the
stockholders of the Company, an annual grant of Performance Units
(as defined in the Plan) having an initial value of $45,000.00.
Each capitalized term used but not defined in this Agreement shall
have the meaning assigned to that term in the Plan.
The Director is a
non-employee director of the Company, and entitled to receive an
annual grant of Performance Units on the terms and conditions
contained in this Agreement and the Plan. In this Agreement, the
term “Restricted Stock Units” will be used to refer to
the Performance Units granted to the Director pursuant to this
Agreement and any similar agreement entered into between the
Director and Company.
The parties hereto
agree as follows:
1. Grant of
Restricted Stock Units.
The Company hereby
grants to the Director a Restricted Stock Unit award (the “
Award ”) consisting of [
] Restricted Stock Units. The Restricted Stock Units subject
to this Award, together with all other Restricted Stock Units
received by the Director, will be reflected in a book account (the
“ Account ”) maintained by the Company, and will
be settled pursuant to Section 2 of this Agreement in shares
of Common Stock. The number of Restricted Stock Units comprising
this Award has been determined by dividing $45,000.00 by the Fair
Market Value of a share of Common Stock as of the Date of Grant.
This Award is subject to the terms and conditions set forth in this
Agreement and in the Plan. Each reference in this Agreement to
Restricted Stock Units subject to this Award will be deemed to
include not only the number of Restricted Stock Units referenced
above, but also any additional Restricted Stock Units granted with
respect thereto pursuant to Sections 4.1 and 4.2, or other
securities issued with respect thereto pursuant to
Section 4.2.
2.
Settlement of Restricted Stock Units and Distribution of
Shares.
Subject to the
provisions of Sections 3 and 5, during the period beginning on
the date that is six (6) months after the date the
Director’s service as a director of the Company ends and
ending on the 15 th day of the third calendar month following such
beginning date (provided that the Director is not permitted,
directly or indirectly, to designate the taxable year of the
payment),
1
the Company
shall distribute to the Director, in full settlement of all
Restricted Stock Units in the Director’s Account, one share
of Common Stock for each Restricted Stock Unit. For purposes of
such settlement, the number of Restricted Stock Units will be
rounded to the nearest whole Restricted Stock Unit, with any
fractional Restricted Stock Unit less than 0.5 disregarded. The
number of Restricted Stock Units with respect to which shares of
Common Stock will be distributed will include additional Restricted
Stock Units granted pursuant to Section 4.1 with respect to
any cash dividend declared with a record date prior to the date the
Director’s service as a director of the Company ends. If the
Director dies before all Restricted Stock Units credited to the
Director’s Account have been settled in shares of Common
Stock, all remaining Restricted Stock Units shall be settled
pursuant to Section 3.2 and the underlying shares of Common
Stock shall be delivered to the beneficiary designated pursuant to
Section 6.
3. Effect of
Termination of Service.
3.1 Within Six
Months of Grant. Subject to Section 5, if the
Director’s service as a director of the Company ends for any
reason other than death or Disability within six months of the Date
of Grant, the Restricted Stock Units subject to this Award will be
forfeited and this Award will be of no further force or
effect.
3.2 Death or
Disability. If the Director’s service as a director of
the Company ends because of the Director’s death or
Disability, the Restricted Stock Units subject to this Award will
immediately vest in full and be settled as soon as administratively
practicable after such termination of service, and in any event
within ninety (90) days following such termination of service,
in the manner described in Section 2.
4. Dividends
and Other Distributions.
4.1 Cash
Dividends . If a record date for a cash dividend declared by
the Company’s Board occurs prior to the date the
Director&rsq
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