EXHIBIT 10.12
SPARTAN STORES, INC.
1991 ASSOCIATE STOCK PURCHASE PLAN
1. PURPOSE AND EFFECT OF PLAN. The purpose of the 1991 Associate
Stock Purchase Plan (the "Stock Purchase Plan" or the "Plan") is to secure
for Spartan Stores, Inc., a Michigan corporation ("Spartan"), and its
shareholders the benefits of the incentive inherent in the ownership of
Spartan's capital stock by present and future Associates of Spartan and its
subsidiaries. The Stock Purchase Plan is not intended to comply with the
provisions of Sections 421, 423, and 425 of the Internal Revenue Code of
1986, as amended (the "Code").
2. SHARES RESERVED FOR THE PLAN. An aggregate of 25,000 shares of
Class A common stock, par value $20 per share of Spartan ("Shares"),
subject to adjustment as provided in Paragraph 13 shall be reserved for
issuance and purchase by Associates under the Stock Purchase Plan. Shares
subject to the Plan may be Shares now or hereafter authorized but unissued,
or Shares that were once issued and subsequently reacquired by Spartan.
3. ADMINISTRATION OF THE PLAN. The Stock Purchase Plan shall be
administered by an Associate Stock Purchase 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. All committee members shall be disinterested
Board members qualified to serve pursuant to Rule 16b-3 under Section 16 of
the Securities Exchange Act of 1934. The Committee shall select one of its
members as chairman and shall hold meetings at such times and places as it
may determine. The Committee may request advice or assistance or employ
such other persons as are necessary for proper administration of the Plan.
Subject to the express provisions of the Plan, the Committee shall have
authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, and to make all other determinations necessary
or advisable in administering the Plan, all of which determinations shall
be final and binding upon all persons unless otherwise determined by the
Board of Directors. A quorum of the Committee shall consist of a majority
of its members and the Committee may act by vote of a majority of its
members at a meeting at which a quorum is present, or without a meeting by
a written consent to the action taken signed by all members of the
Committee.
4. 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.
5. ELIGIBLE ASSOCIATES. Except as otherwise provided herein, all
present and future employees of Spartan, or of such of its present and
future subsidiaries as may be designated for such purpose from time to time
by the Committee ("Designated Subsidiary"), shall be eligible to
participate in the Stock Purchase Plan. Employees of Spartan are known as
"Associates" and are referred to as such in this Plan. No person shall be
eligible to participate in the Plan if
(a) that person's customary employment by Spartan and/or a
Designated Subsidiary
(i) is 20 hours or less per week, or
(ii) is not more than five months in any calendar year;
(b) at the time of such participation such person is not or
has not been for a period of six months prior to such time an
Associate of Spartan or a Designated Subsidiary.
Persons eligible to participate in the Stock Purchase Plan
pursuant to the provisions of this Paragraph 5 are hereinafter referred to
as "Eligible Associates."
6. ELECTION TO PARTICIPATE. Each person who is an Eligible
Associate may participate in the Plan by filing with the Committee or its
designee an Election to Purchase Form authorizing specified regular payroll
deductions from his periodic compensation. Eligible Associates who so
elect to participate in the Plan are referred to herein as Participating
Associates. Such regular payroll deductions shall be subject to a minimum
deduction of $10.00 per pay period and a maximum deduction of up to 50% of
compensation. Such payroll deductions shall be credited to an account
which Spartan shall establish in the name of the Participating Associate (a
"Payroll Deduction Account"). Spartan may, in lieu of payroll deductions,
accept direct payments by a Participating Associate for deposit in his
Payroll Deduction Account. All funds in Payroll Deduction Accounts may be
used by Spartan for any corporate purpose.
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A Participating Associate may at any time with seven days written
notice withdraw the balance accumulated in his or her Payroll Deduction
Account and thereby cease to be a Participating Associate in the Plan. If
a Participating Associate ceases to be an Eligible Associate, no further
payroll deductions shall be made on his or her behalf and the accumulated
balance in the Associate's Payroll Deduction Account shall be paid to the
Associate or his designated representative within seven days of request
pursuant to Paragraph 14. If a Participating Associate ceases to be an
Eligible Associate, or ceases participation in the Plan he shall not be
eligible for reinstatement as a Participating Associate for a period of 12
months after withdrawal of the accumulated balance in the Payroll Deduction
Account.
7. LIMITATION OF NUMBER OF SHARES WHICH AN ASSOCIATE MAY PURCHASE.
No person may purchase in excess of $25,000 in value of the stock in any
fiscal year of Spartan.
8. PURCHASE PRICE. The Purchase Price for each Share shall be the
Trading Value of such Share on the Investment Date, as defined below. The
"Trading Value" is that value established by the Board of Directors as the
value at which Shares are regularly bought and sold by Spartan.
9. METHOD OF PURCHASE AND INVESTMENT ACCOUNTS. The last working day
of the third month in each full calendar quarter following the effective
date of the Plan shall be known as an "Investment Date." Except as
otherwise provided herein, each Participating Associate having funds in his
or her Payroll Deduction Account on an Investment Date shall be deemed,
without any further action, to have been granted and to have exercised his
right to purchase the number of whole Shares which the funds in his Payroll
Deduction Account could purchase at the Purchase Price on the Investment
Date. No fractional Shares shall be issued or purchased under the Stock
Purchase Plan. Funds not used to purchase Whole Shares shall remain in the
Payroll Deduction Account for future purchases. If the number of available
Shares on an Investment Date is not sufficient to exhaust all Payroll
Deduction Accounts, the available Shares shall be allocated in proportion
to the funds available in each Payroll Deduction Account and the Plan shall
terminate.
All Shares purchased shall be maintained in separate Investment
Sharebuilder Accounts for Participating Associates with certificates naming
Spartan or some other appropriate entity as nominee for all such Shares
held. Unless the Participating Associate otherwise directs, all dividends
paid with respect to the Shares in a Participating Associate's Investment
Sharebuilder Account shall be applied at Spartan's election to the
Associate's Payroll Deduction Account or paid to the owner(s) of the
Investment Sharebuilder Account.
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10. TITLE OF ACCOUNTS. Each Investment Sharebuilder Account may be
in the name of the Participating Associate or, if he or she so indicates on
the Election to Purchase Form, in the Associate's name jointly with a
member of his or her family, with right of survivorship.
11. RIGHTS AS A SHAREHOLDER; INVESTMENT INTENT. After a
Participating Associate's Payroll Deduction Account has been charged with
the amount of the purchase price of Shares, the Associate shall have all of
the rights and privileges of a shareholder of Spartan with respect to
Shares purchased under the Plan whether or not certificates representing
said Shares shall have been issued. The Committee may require that the
Associate confirm that he or she is purchasing with investment intent and
not with a view to resale or other distribution. The Shares shall be
subject to all terms and restrictions of the Restated Articles of
Incorporation and Bylaws of Spartan, as they have been and may be amended
from time to time, and Spartan may include any appropriate legend
documenting such terms or otherwise require compliance with state and
federal securities laws. The Associate may withdraw the Shares in the
account, upon termination of participation in the Plan or at regular
intervals established by Spartan which shall be at least once each year.
12. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not
transferable by a Participating Associate other than by will or the laws of
descent and distribution, and are exercisable during his or her lifetime
only by the Associate.
13. ADJUSTMENT IN CASE OF CHANGES AFFECTING SPARTAN'S STOCK. In the
event of a subdivision of Shares, or the payment of a stock dividend
thereon, the number of Shares reserved or authorized to be reserved under
this Stock Purchase Plan shall be increased proportionately and such other
adjustment shall be made as may be deemed necessary or equitable by the
Board of Directors. In the event of any other change affecting the Shares,
such adjustments shall be made as may be deemed equitable by the Board of
Directors to give proper effect to such event.
14. RETIREMENT, TERMINATION AND DEATH. If a Participating Associate
retires or otherwise ceases to be an Eligible Associate, the amount in his
or her Payroll Deduction Account shall be paid within seven days of a
written request to the Associate, and in the event of death shall be paid
to his or her estate. In such event such Associate and his or her
successors in interest shall no longer be eligible to purchase Shares under
the Plan.
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15. AMENDMENT OF THE PLAN. The Board of Directors may at any time,
or from time to time, amend the Plan in any respect, except that, if the
Plan is approved by shareholders then without the approval of a majority of
the shares voting at a regular or special meeting of the shareholders, no
amendment shall be made (i) increasing or decreasing the number of Shares
to be reserved under the Plan (other than as provided in Paragraph 13),
(ii) changing the method used to determine the Purchase Price if such
change would result in a discount from the fair market value of the stock,
or (iii) withdrawing the administration of the Plan from the Committee.
16. TERMINATION OF THE PLAN. The Plan and all rights of Associates
hereunder shall terminate:
(a) ten (10) years from the effective date of the Plan;
(b) when the Shares reserved under the Plan have been
purchased; or
(c) at any time, at the discretion of the Board of
Directors.
All funds and Shares remaining in a Participating Associate's
Payroll Deduction Account and Investment Sharebuilder Account upon
termination of the Plan shall be promptly delivered to the Participating
Associate.
17. EFFECTIVE DATE OF PLAN. The Plan shall become effective on the
first day after a Registration Statement under the Securities Act of 1933,
as amended, covering the Shares to be issued under the Plan has become
effective.
18. GOVERNMENT AND OTHER REGULATIONS. The Plan, and the grant and
exercise of the rights to purchase Shares hereunder, and Spartan's
obligation to sell and deliver Shares upon the exercise of rights to
purchase Shares, shall be subject to all applicable federal, state and
foreign laws, rules and regulations, and to such approvals by any
regulatory or government agency as may, in the opinion of counsel for
Spartan, be required.
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