Exhibit 10.1
RESTRICTED STOCK UNIT AWARD AGREEMENT
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| Full Name of Employee: |
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No. of Performance Units
(Restricted Stock Units) Granted: |
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Date of Grant: |
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| Vesting Schedule: |
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| Vesting Date* |
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No. of Restricted Stock Units
Which
Become Vested |
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All Restricted Stock Units subject to this Agreement are
subject to accelerated vesting as described in Section 3
below. |
THIS AGREEMENT is entered
into and effective as of ___(the “Date of Grant”), by
and between Nash-Finch Company (the “Company”) and you,
___.
In accordance with a Letter Agreement
between you and the Company dated ___, you are to receive an award
of Performance Units (referred to in this Agreement as
“Restricted Stock Units”) on the terms and conditions
contained in this Agreement and the Nash Finch Company 2000 Stock
Incentive Plan, as amended (the “Plan”). Each
capitalized term used but not defined in this Agreement shall have
the meaning assigned to that term in the Plan.
The parties hereto agree as
follows:
1. Grant of Restricted Stock Units . Subject
to the terms and conditions of this Agreement and the Plan, the
Company hereby grants to you the number of Restricted Stock Units
specified at the beginning of this Agreement (the
“Award”). The Restricted Stock Units subject to this
Award will be reflected in a book account (the
“Account”) maintained by the Company, and will be
settled in shares of Common Stock.
2. Normal Vesting . Subject to Section 3,
if you remain continuously employed by the Company, then the
Restricted Stock Units will vest as specified in the Vesting
Schedule at the beginning of this Agreement. Upon the vesting of
any Restricted Stock Units, such Units will no longer be subject to
forfeiture as provided in Section 5 and will be settled as
provided in Section 4.
3. Accelerated Vesting . Restricted Stock
Units then outstanding will vest immediately and in full upon
(i) a Change in Control (as that term is defined in the form
Change in Control agreement filed on form 8-K on March 1,
2007) so long as (a) you have been continuously employed by
the Company through the date immediately prior to the occurrence of
the Change in Control and (b) the grant has been outstanding for at
least six months ; or (ii) the termination of your employment
with the Company due to death or Disability. If your employment is
terminated by the Company without cause, a pro rata portion of the
Restricted Stock Units then outstanding and credited to your
Account will immediately vest, such portion to be determined by
multiplying the number of Restricted Stock Units then outstanding
and credited to your account by a fraction
whose
numerator is the number of whole months between the Date of Grant
and the termination date of your employment, and whose denominator
is 60.
4. Settlement of Vested Restricted Stock Units
. As soon as administratively practicable following any vesting
date, the Company shall distribute to you, in full settlement of
all Restricted Stock Units in your Account that vested on such
vesting date, 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.
5. Forfeiture . If your employment with the
Company ends for any reason other than those specified in
Section 3, all outstanding Restricted Stock Units then
credited to your Account that have not vested will be terminated
and forfeited. If your employment is terminated by the Company
without cause, all Restricted Stock Units then credited to your
account other than the pro rata portion whose vesting is
accelerated as provided in Section 3 will be terminated and
forfeited.
6. Dividends and Other Distributions
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6.1 Dividends Payable Other than
in Common Stock. If the payment date for a dividend declared by
the Board and payable in cash or in property other than cash or
Common Stock occurs prior to the date your employment with the
Company ends, you will be granted additional Restricted Stock Units
pursuant to this Section 6.1. As of such dividend payment
date, you will have credited to your Account that number of
additional Restricted Stock Units determined according to the
following formula:
Dividend value per share x Number of Restricted Stock
Units
Fair Market Value
For
purposes of this formula:
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“Dividend value per share” means the amount of the
cash dividend (or the per share value of any dividend payable in
property other |
