EXHIBIT 10.10
SPARTAN STORES, INC.
1991 STOCK BONUS PLAN
(as amended June 16, 1993)
1. ESTABLISHMENT OF PLAN. Spartan Stores, Inc. ("Spartan") proposes
to grant to its officers and key employees the ability to elect to receive
shares of Spartan's Class A Common Stock, $20 par value (the "Common
Stock"), as a portion of each such individual's earned annual bonus which
is otherwise payable in cash. This ability to receive stock instead of
cash will be granted pursuant to the plan set forth herein and known as the
Spartan Stores, Inc. 1991 Stock Bonus Plan (the "Plan").
2. PURPOSE OF PLAN. The purpose of the Plan is to provide a
convenient series of opportunities for officers and key employees of
Spartan and its designated subsidiaries to receive a portion of each such
individual's annual bonus in shares of Common Stock, and to reward the
decision to so receive stock by making an additional grant of shares to
each such employee, in an amount equal to 30 percent of the percentage of
his or her bonus that the individual elects to receive in stock. The Plan
is designed to help Spartan attract and retain executives of exceptional
ability, to provide participants with an increased incentive to make
significant and extraordinary contributions to the long-term performance
and growth of Spartan and its subsidiaries, and to join the interests of
the participants with the interests of other Spartan shareholders.
3. SHARES SUBJECT TO PLAN. A maximum of 50,000 shares of Common
Stock, shall be available for issuance to participants under the terms of
the Plan. Such shares shall be authorized and unissued shares.
4. ADMINISTRATION. The Plan shall be administered by a Stock Bonus
Plan 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. The Committee shall
have full power and authority to interpret the provisions of the Plan and
to supervise the administration of the Plan. All determinations made by
the Committee regarding the Plan shall be final and conclusive. 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 shall make such rules and regulations for the conduct of its
business as it shall deem advisable, and may appoint a secretary to keep
minutes of its meetings. The members of the Committee shall be paid
reasonable fees for their services.
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 and relying on information furnished in connection with
the Plan's administration by any appropriate person or persons.
6. ELIGIBILITY. Only officers of Spartan and key employees of
Spartan and its subsidiaries may participate in the Plan. A person is not
deemed an officer solely by reason of his or her position as a member of
the Board of Directors. "Key employees" include Director level employees
of Spartan and Presidents of Spartan subsidiaries. The term "subsidiary"
shall, for purposes of this Plan, be defined in the same manner a such term
is defined in Section 425(f) of the Internal Revenue Code of 1986, as
amended. By appropriate resolution, the Board of Directors may exclude a
specified subsidiary. A person who has been granted a stock option under
any other stock plan of Spartan or any of its subsidiaries may be a
participant in this Plan. An individual eligible to participate may choose
the year or years of the Plan's operation in which he or she wishes to
participate; such participation need not be continuous or immediate. The
Committee may, in its discretion, require a participant to complete a
designated term of service with Spartan before being allowed to participate
in the Plan, and may condition participation upon the execution of a buy-
sell agreement or an employment contract by the employee, on the execution
of any other contract or waiver, or upon the taking of any other action
that the Committee in its discretion deems appropriate. The Committee may
require persons subject to Section 16 of the Securities Exchange Act of
1934 to make irrevocable advance elections concerning participation in the
Plan.
7. NOTIFICATION. In April of each calendar year during the term of
the Plan, or as soon thereafter as the information needed to determine the
final bonus for the preceding fiscal year is complete, each person eligible
to participate in the Plan will receive a statement from Spartan notifying
that person of the amount of the cash bonus he or she is entitled to
receive. Persons wishing to participate in the Plan, with respect to that
earned bonus, will have a period of 7 business days after such notices are
issued to complete and return to Spartan the election form enclosed with
the notice.
8. LIMITS ON ELECTION. A participant's election to participate in
the Plan for that calendar year may be indicated only by the timely
completion and return of the written election form provided to that
participant by Spartan. The employee may elect to receive 25 percent, 50
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percent, 75 percent, or 100 percent of his or her bonus payment in shares
of Common Stock rather than in cash. The deadline for receipt by Spartan
of an election to receive shares may occasionally be waived in the
discretion of the Committee, but no such waiver shall create a presumption
that future waivers will be granted, nor shall any such waiver bind the
Committee to grant a waiver in any future instance or to any other
participant. If requested to do so, the participant shall agree not to
sell or distribute stock obtained under the Plan, except upon such
conditions as Spartan may reasonably specify to insure compliance with
federal and state securities laws. Spartan may require appropriate legends
to be placed on the stock certificates to meet such requirements and shall
remove such legends upon request and upon the satisfaction of Spartan's
counsel that the legends are no longer necessary or advisable.
9. NUMBER OF SHARES AWARDED. For the purposes of determining how
many shares of Common Stock will be awarded in response to a participant's
election, the value of a share of Common Stock shall be the Trading Value
as determined by the Board of Directors of Spartan. The Trading Value to
be applied will be the new Trading Value established following the end of
the fiscal year upon which the bonus is based, generally calculated in May
or June.
10. AWARD OF SHARES. Upon receipt of a timely and completed election
from a participant, the Committee shall calculate the number of shares of
Common Stock to be issued to that participant. The Committee shall make
this calculation as follows:
(a) The Committee shall multiply the dollar amount of the
portion of the participant's bonus that he or she has elected to
receive in stock ("Elective Share") by 30 percent, and add the
result obtained ("Bonus Amount") to that Elective Share.
(b) The Committee shall divide the sum of the participant's
Elective Share and Bonus Amount by the per-share value for the
Common Stock calculated under Paragraph 9 above. The number of
full shares resulting from this division shall be issued to the
participant. No fractional shares will be issued under the Plan;
any fractional shares resulting from this division shall be
eliminated, and any portion of the participant's Elective Share
or Bonus Amount that consequently cannot be paid in shares of
Common Stock shall be distributed to the participant in cash,
either separately or as part of the participant's remaining cash
bonus (if any). Calculation and distribution of the shares shall
be delayed until after the new Trading Value is established.
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11. DELIVERY OF CERTIFICATES. Certificates for shares of stock
awarded under the Plan will be delivered to the recipient within a
reasonable period of time after the award is made. The recipient shall
sign all documents necessary and appropriate to facilitate such delivery
from Spartan.
12. TERMINATION OF PARTICIPATION. If a participant dies or his or
her employment with Spartan or any of its subsidiaries is terminated for
any reason prior to the date on which the participant has made his or her
election pursuant to notification of eligibility was distributed under
Paragraph 7, the individual shall immediately cease to be eligible to
participate in the Plan, and shall thereafter have no right to elect to
receive in stock any portion of an annual bonus he or she may have earned
prior to the date of death or termination of employment. If a participant
dies or his or her employment with Spartan or any of its subsidiaries is
terminated for any reason between the time of his or her election and the
time stock certificates are issued for the shares awarded under the Plan,
then the Company may in its discretion deliver the applicable certificate
or make a cash payment equal to the Trading Value of the shares to be
reflected on the certificate to the participant or his or her estate or
designated beneficiary as the case may be. If a participant (or
prospective participant) becomes disabled at any time during his or her
employment with Spartan, the Committee may, in its discretion, determine
whether or not that individual can continue to participate in the Plan,
with respect to any bonus earned prior to or during the period of the
participant's disability.
13. ADJUSTMENTS. If the number of shares of Common Stock outstanding
changes by reason of a stock dividend, stock split, recapitalization,
merger, reorganization, consolidation, combination, or exchange of shares
during the term of the Plan, the Committee shall appropriately adjust the
number and class of shares available under the Plan and subject to award to
each participant. No fractional shares shall be issued pursuant to the
Plan, and any fractional shares resulting from adjustments shall be
eliminated from the respective awards in the same manner as is provided in
Paragraph 10 for fractional shares resulting from participants' elections.
14. TAX WITHHOLDING. Spartan or the applicable subsidiary shall make
such provisions as it shall deem appropriate for the withholding of any
taxes determined to be required to be withheld in connection with the award
of shares of Common Stock under the Plan, including the withholding of
Common Stock from awards to participants, or delivery to Spartan of
previously owned Common Stock, to satisfy any applicable withholding
requirement.
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15. REGISTRATION OF SHARES. Each award of shares made under the Plan
shall be subject to the requirement that if at any time the Committee shall
determine, in its discretion, that the listing, registration, or
qualification of the shares covered thereby upon any securities exchange or
under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of,
or in connection with, the award of such shares, such shares may not be
awarded in whole or in part unless such listing, registration,
qualification, consent, or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee.
16. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall take effect on
January 1, 1992. Unless earlier terminated by the Board of Directors, the
Plan shall terminate on December 31, 2001.
17. TERMINATION AND AMENDMENT. The Board of Directors may terminate
the Plan at any time, or may from time to time amend the Plan as it deems
proper and in the best interests of Spartan, provided that no such
amendment may be made during (a) the period when Spartan has notified a
prospective participant that he or she can elect to participate in the
Plan, with respect to that year's bonus; or (b) during the period when the
participant has returned an election form to Spartan but not yet received
the shares to be awarded thereunder; if such an amendment would in either
case operate to the detriment of the participant with respect to that
election.
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