NASH FINCH COMPANY
1995 DIRECTOR STOCK OPTION PLAN
1. PURPOSE OF PLAN.
The purpose of the Nash Finch Company 1995 Director Stock Option Plan (the
"Plan") is to advance the interests of Nash Finch Company (the "Company") and
its stockholders by enabling the Company to attract and retain the services of
experienced and knowledgeable directors and to increase the proprietary
interests of such directors in the Company's long-term success and progress and
their identification with the interests of the Company's stockholders.
2. DEFINITIONS.
The following terms will have the meanings set forth below, unless the
context clearly otherwise requires:
2.1 "BOARD" means the Board of Directors of the Company.
2.2 "CODE" means the Internal Revenue Code of 1986, as amended.
2.3 "COMMITTEE" means the group of individuals administering the Plan, as
provided in Section 3 of the Plan.
2.4 "COMMON STOCK" means the common stock of the Company, par value $1.66
2/3 per share, or the number and kind of shares of stock or other securities
into which such Common Stock may be changed in accordance with Section 4.3 of
the Plan.
2.5 "DISABILITY" means the disability of an Eligible Director such as
would entitle the Eligible Director to receive disability income benefits
pursuant to the long-term disability plan of the Company then covering the
Eligible Director or, if no such plan exists or is applicable to the Eligible
Director, the permanent and total disability of the Eligible Director within the
meaning of Section 22(e)(3) of the Code.
2.6 "ELIGIBLE DIRECTORS" means all directors of the Company who are not,
as of the date of grant of an Option, full-time employees of the Company or any
subsidiary of the Company.
2.7 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
2.8 "FAIR MARKET VALUE" means, with respect to the Common Stock, as of any
date (or, if no shares were traded or quoted on such date, as of the next
preceding date on which there was such a trade or quote), the mean between the
reported high and low sale prices of the Common Stock as reported on the NASDAQ
National Market System or any stock exchange on which the Common Stock is
listed.
2.9 "OPTION" means a right to purchase 500 shares of Common Stock (subject
to adjustment as provided in Section 4.3 of the Plan) granted to an Eligible
Director pursuant to Section 5 of the Plan that does not qualify as an
"incentive stock option" within the meaning of Section 422 of the Code.
2.10 "RETIREMENT" means the retirement of an Eligible Director pursuant to
and in accordance with the normal retirement/pension plan or practice of the
Company then covering the Eligible Director.
2.11 "SECURITIES ACT" means the Securities Act of 1933, as amended.
3. PLAN ADMINISTRATION.
The Plan will be administered by a committee (the "Committee") consisting
solely of two or more members of the Board. All questions of interpretation of
the Plan will be determined by the Committee, each determination, interpretation
or other action made or taken by the Committee pursuant to the provisions of the
Plan will be conclusive and binding for all purposes and on all persons, and no
member of the Committee will be liable for any action or determination made in
good faith with respect to the Plan or any Option granted under the Plan. The
Committee, however, will have no power to determine the eligibility for
participation in the Plan, the number of shares of Common Stock to be subject to
Options, or the timing, pricing or other terms and conditions of the Options.
4. SHARES AVAILABLE FOR ISSUANCE.
4.1 MAXIMUM NUMBER OF SHARES AVAILABLE. Subject to adjustment as provided
in Section 4.3 of the Plan, the maximum number of shares of Common Stock that
will be available for issuance under the Plan will be 40,000 shares. The shares
available for issuance under the Plan may, at the election of the Committee, be
either treasury shares or shares authorized but unissued, and, if treasury
shares are used, all references in the Plan to the issuance of shares will, for
corporate law purposes, be deemed to mean the transfer of shares from treasury.
4.2 ACCOUNTING FOR OPTIONS. Shares of Common Stock that are issued under
the Plan or that are subject to outstanding Options will be applied to reduce
the maximum number of shares of Common Stock remaining available for issuance
under the Plan. Any shares of Common Stock that are subject to an Option that
lapses, expires, or for any reason is terminated unexercised will automatically
again become available for issuance under the Plan.
4.3 ADJUSTMENTS TO SHARES AND OPTIONS. In the event of any reorganization,
merger, consolidation, recapitalization, liquidation, reclassification, stock
dividend, stock split, combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off) or any other change in the
corporate structure or shares of the Company, the Committee (or, if the Company
is not the surviving corporation in any such transaction, the board of directors
of the surviving corporation) will make appropriate adjustment (which
determination will be conclusive) as to the number and kind of securities
available for issuance under the Plan and, in order to prevent dilution or
enlargement of the rights of Eligible Directors, the number, kind and, where
applicable, exercise price of securities subject to outstanding Options.
5. OPTIONS.
5.1 GRANT. On an annual basis, each director of the Company who qualifies
as an Eligible Director immediately following each annual meeting of
stockholders of the Company will be granted an Option.
5.2 EXERCISE PRICE. The per share price to be paid by an Eligible Director
upon exercise of an Option will be 100% of the Fair Market Value of one share of
Common Stock on the date of grant. The
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total purchase price of the shares to be purchased upon exercise of an Option
will be paid entirely in cash (including check, bank draft or money order).
5.3 EXERCISABILITY AND DURATION. Each Option will become exercisable in
full six months following its date of grant and, subject to earlier termination
in accordance with Section 5.6 of the Plan, will expire and will no longer be
exercisable five years from its date of grant.
5.4 MANNER OF EXERCISE. An Option may be exercised by an Eligible Director
in whole or in part from time to time, subject to the conditions contained in
the Plan and in the agreement evidencing such Option, by delivery in person, by
facsimile or electronic transmission or through the mail of written notice of
exercise to the Company (Attention: Corporate Secretary) at its principal
executive office in Edina, Minnesota and by paying in full the total exercise
price for the shares of Common Stock to be purchased in accordance with Section
5.2 of the Plan.
5.5 RIGHTS AS A STOCKHOLDER. As a holder of Options, an Eligible Director
will have no rights as a stockholder unless and until such Options are exercised
for shares of Common Stock and the Eligible Director becomes the holder of
record of such shares. Except as otherwise provided in the Plan, no adjustment
will be made for dividends or distributions with respect to Options as to which
there is a record date preceding the date the Eligible Director becomes the
holder of record of such shares.
5.6 EFFECT OF TERMINATION OF SERVICE AS DIRECTOR.
(a) TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT. In the event
an Eligible Director's service as a director of the Company is terminated by
reason of death, Disability or Retirement, all outstanding Options then held by
the Eligible Director will become immediately exercisable in full and will
remain exercisable for one year following such termination (but in no event
after the expiration date of any such Option).
(b) TERMINATION FOR REASONS OTHER THAN DEATH, DISABILITY OR
RETIREMENT.
(i) In the event an Eligible Director's service as a
director of the Company is terminated for any reason other than death,
Disability or Retirement, all rights of the Eligible Director under
the Plan and any agreements evidencing an Option will immediately
terminate without notice of any kind and no Options then held by the
Eligible Director will thereafter be exercisable; provided, however,
that if such termination is due to any reason other than termination
for "cause," all outstanding Options then held by the Eligible
Director will remain exercisable to the extent exercisable as of such
termination for a period of three months after such termination (but
in no event after the expiration date of any such Option).
(ii) For purposes of this Section 5.6, "cause" will be as
defined in any agreement or policy applicable to the Eligible Director
or, if no such agreement or policy exists, will mean (i) dishonesty,
fraud, misrepresentation, embezzlement or material and deliberate
injury or attempted injury, in each case related to the Company or any
subsidiary, (ii) any unlawful or criminal activity of a serious
nature, (iii) any willful breach of duty, habitual neglect of duty or
unreasonable job performance, or (iv) any material breach of any
service, confidentiality or noncompete agreement entered into with the
Company.
6. DATE OF TERMINATION OF SERVICE AS A DIRECTOR.
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An Eligible Director's service as a director of the Company will, for
purposes of the Plan, be deemed to have terminated on the date recorded on the
personnel or other records of the Company, as determined by the Committee based
upon such records.
7. RIGHTS OF ELIGIBLE DIRECTORS, TRANSFERABILITY OF INTERESTS.
7.1 SERVICE AS A DIRECTOR. Nothing in the Plan will interfere with or
limit in any way the right of the shareholders to remove an Eligible Director at
any time, and neither the Plan, nor the granting of an Option nor any other
action taken pursuant to the Plan, will constitute or be evidence of any
agreement or understanding, express or implied, that an Eligible Director will
be retained for any period of time or at any particular rate of compensation.
7.2 RESTRICTIONS ON TRANSFER OF INTERESTS. Except pursuant to testamentary
will or the laws of descent and distribution or as otherwise expressly permitted
by the Plan, no right or interest of any Eligible Director in an Option prior to
the exercise of Options will be assignable or transferable, or subjected to any
lien, during the lifetime of the Eligible Director, either voluntarily or
involuntarily, directly or indirectly, by operation of law or otherwise. In the
event of an Eligible Director's death, exercise of any Options (to the extent
permitted pursuant to Section 5 of the Plan) may be made by the Eligible
Director's legal representatives, heirs and legatees.
7.3 NON-EXCLUSIVITY OF THE PLAN. Nothing contained in the Plan is intended
to modify or rescind any previously approved compensation plans or programs of
the Company or create any limitations on the power or authority of the Board to
adopt such additional or other compensation arrangements as the Board may deem
necessary or desirable.
8. Securities LAW AND OTHER RESTRICTIONS.
Notwithstanding any other provision of the Plan or any agreements entered
into pursuant to the Plan, the Company will not be required to issue any shares
of Common Stock under this Plan, and an Eligible Director may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
Options granted under the Plan, unless (a) there is in effect with respect to
such shares a registration statement under the Securities Act and any applicable
state securities laws or an exemption from such registration under the
Securities Act and applicable state securities laws, and (b) there has been
obtained any other consent, approval or permit from any other regulatory body
which the Committee, in its sole discretion, deems necessary or advisable. The
Company may condition such issuance, sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the placement of
any legends on certificates representing shares of Common Stock, as may be
deemed necessary or advisable by the Company in order to comply with such
securities law or other restrictions.
9. Plan AMENDMENT, MODIFICATION AND TERMINATION
The Board may suspend or terminate the Plan or any portion thereof at any
time, and may amend the Plan from time to time in such respects as the Board may
deem advisable in order that Options under the Plan will conform to any change
in applicable laws or regulations or in any other respect the Board may deem to
be in the best interests of the Company; provided, however, that (a) no
amendments to the Plan will be effective without approval of the stockholders of
the Company if stockholder approval of the amendment is then required pursuant
to Rule 16b-3 under the Exchange Act or the rules of the NASD,
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and (b) to the extent prohibited by Rule 16b-3 of the Exchange Act, the Plan may
not be amended more than once every six months. No termination, suspension or
amendment of the Plan may adversely affect any outstanding Option without the
consent of the affected Eligible Director; provided, however, that this sentence
will not impair the right of the Committee to take whatever action it deems
appropriate under Section 4.3 of the Plan.
10. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan is effective as of March 24, 1995, the date it was adopted by the
Board. The Plan will terminate at midnight on March 1, 2000, and may be
terminated prior thereto by Board action, and no Option will be granted after
such termination. Options outstanding upon termination of the Plan may continue
to be exercised, or become free of restrictions, in accordance with their terms.
11. MISCELLANEOUS
11.1 GOVERNING LAW. The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the Plan will be governed by and construed exclusively in accordance
with the laws of the State of Minnesota, notwithstanding the conflicts of laws
principles of any jurisdictions.
11.2 SUCCESSORS AND ASSIGNS. The Plan will be binding upon and inure to the
benefit of the successors and permitted assigns of the Company and the Eligible
Directors.
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