EXHIBIT 10.6
As Amended
Through
August 12, 2008
SPARTAN STORES ,
INC .
1991 Stock Option
Plan
1.
Establishment of Plan. Spartan Stores,
Inc., a Michigan corporation ("Spartan"), proposes to grant to its
corporate officers options to purchase shares of Spartan's Common
Stock, no par value ("Common Stock"). The options will be granted
pursuant to the plan set forth herein which shall be known as the
SPARTAN STORES, INC. 1991 STOCK OPTION PLAN (the "Plan").
2.
Purpose of Plan. The purpose of the Plan is to
provide corporate officers of Spartan with an increased incentive
to make significant and extraordinary contributions to the
long-term performance and growth of Spartan, to join the interests
of officers with the interests of Spartan shareholders through the
opportunity for increased stock ownership, and to attract and
retain officers of exceptional ability. It is intended that certain
options to be granted under the Plan may not qualify and that
certain options to be granted may qualify as "incentive stock
options" as defined in Section 422(b) of the Internal Revenue Code
of 1986, as amended (the "Code"), and the terms of the Plan shall
be interpreted in accordance with the intention stated in the
option agreements. All incentive stock options granted under the
Plan shall comply with the requirements of Section 422 of the Code
and the applicable Code Regulations.
3.
Shares Subject to Plan. A maximum of 668,000
shares of Common Stock (subject to adjustment in accordance with
Paragraph 14 below) may be subject to the exercise of options
granted under the Plan. Such shares shall be authorized and
unissued shares. If an option is canceled, surrendered, modified,
exchanged for a substitute option, or expires or terminates during
the term of the Plan but prior to the exercise of the option in
full, the shares subject to but not delivered under such option
shall be available for options subsequently granted.
4. Administration by
Committee. The Plan shall be administered by the Compensation
Committee (the "Committee"), consisting of at least two members
appointed by the Board of Directors. By appropriate resolution the
Board of Directors may designate itself as the Committee. All
Committee members shall be disinterested directors qualified to
serve pursuant to Rule 16b-3 under Section 16 of the Securities
Exchange Act of 1934. The Committee shall determine the persons to
be granted options, the amount of stock to be optioned to each such
person, and the terms of the options to be granted. Options shall
be granted by the Committee and may be amended by the Committee
consistent with the Plan, provided that no such amendment may
become effective without the consent of the optionee except to the
extent that such amendment operates solely to the benefit of the
optionee and provided, further, that no such amendment shall cause
an option not already such to Section 409A of the Code to become
subject to Section 409A of the Code. The Committee shall have full
power and authority to interpret the provisions of the Plan and to
supervise the administration of the Plan. The Committee shall hold
its meetings at such times and places as it shall deem advisable.
Action may be taken by a written instrument signed by all the
members of the Committee, and any
action so taken shall be fully
as effective as if it had been taken at a meeting duly called and
held. The Committee may designate one of its members to sign
options on behalf of the Committee and may appoint a secretary to
keep minutes of its meetings. The Committee shall make such rules
and regulations for the conduct of its business as it shall deem
advisable. The members of the Committee shall be paid reasonable
fees for their services. (Amended 8/12/08)
5.
Indemnification of Committee Members. Each person
who is or shall have been a member of the Committee shall be
indemnified and held harmless by Spartan from and against any cost,
liability or expense imposed or incurred in connection with such
person's or the Committee's taking or failing to take any action
under the Plan. Each such person shall be justified in relying on
information furnished in connection with the Plan's administration
by any appropriate person or persons.
6.
Eligibility. Only corporate officers of Spartan
shall be eligible to participate in the Plan. Corporate officers do
not include directors or officers of subsidiary corporations.
7.
Option Price. The per share option price
established by the Committee shall be no less than the Trading
Value. The term "Trading Value" means the average of the highest
and lowest sales prices of the Common Stock reported on the Nasdaq
National Market on the first date preceding the date of the option
grant in which Shares of Common Stock were traded on the Nasdaq
National Market. The date of grant of an option shall be the date
as of which the option is authorized by the Committee.
8.
Options Granted to Ten Percent Shareholders. No
option granted to any person who at the time of such grant owns,
taking into account attribution under Section 424(d) of the Code,
more than ten percent (10%) of the total combined voting power of
all classes of stock of Spartan or any of its subsidiaries may be
designated as an incentive stock option, unless such option issued
to such individual provides an exercise price equal to at least one
hundred ten percent (110%) of the market value of the Common Stock,
and the exercise of such option after the expiration of five years
from the date of grant of the option is prohibited by its
terms.
9.
Limit of Grants. No participant shall be granted
incentive stock options under this and all other stock option plans
of Spartan and any parent or subsidiary corporations, nor shall
delayed vesting provisions be accelerated, which would cause the
aggregate fair market value (determined at the time of the grant)
of the stock with re
