exv10w1






Exhibit 10.1




_____________, 2008




[Name]

[Street Address]

[City, State & Zip Code]




Dear _________:



You are presently the [Title] of Nash Finch Company, a Delaware corporation. The Company considers
the establishment and maintenance of a sound and vital management to be essential to protecting and
enhancing the best interests of the Company and its stockholders. In this connection, the Company
recognizes that, as is the case with many publicly held corporations, the possibility of a Change
in Control may arise and that such possibility, and the uncertainty and questions which it may
raise among management, may result in the departure or distraction of management personnel to the
detriment of the Company and its stockholders.


Accordingly, the Board has determined that appropriate steps should be taken to minimize the risk
that Company management will depart prior to a Change in Control, thereby leaving the Company
without adequate management personnel during such a critical period, and that appropriate steps
also be taken to reinforce and encourage the continued attention and dedication of members of the
Company’s management to their assigned duties without distraction in circumstances arising from the
possibility of a Change in Control. In particular, the Board believes it important, should Nash
Finch Company or its stockholders receive a proposal of transfer of control, that you be able to
continue your management responsibilities and assess and advise the Board whether such proposal
would be in the best interests of Nash Finch Company and its stockholders and to take other action
regarding such proposal as the Board might determine to be appropriate, without being influenced by
the uncertainties of your own personal situation.


The Board recognizes that continuance of your position with the Company involves a substantial
commitment to the Company in terms of your personal life and professional career and the
possibility of foregoing present and future career opportunities, for which the Company receives
substantial benefits. Therefore, to induce you to remain in the employ of the Company, this letter
agreement, which has been approved by the Board, sets forth the benefits which the Company agrees
will be provided to you in the event your employment with the Company is terminated in connection
with a Change in Control under the circumstances described below.



     1. Definitions. The following terms will have the meaning set forth below unless the
context clearly requires otherwise. Terms defined elsewhere in this Agreement will have the same
meaning throughout this Agreement.



     (a) “Agreement” means this letter agreement as amended, extended or renewed from time
to time in accordance with its terms.



     (b) “Board” means the board of directors of the Parent Corporation duly qualified and
acting at the time in question.



     (c) “Cause” means: (i) the willful and continued failure by you to substantially
perform your duties to the Company (other than any such failure resulting from your Disability or
incapacity due to bodily injury or physical or mental illness) after a demand for substantial
performance is delivered to you by the Company which specifically identifies the manner in which
you have not substantially performed your duties; or (ii) your conviction (including a plea of nolo
contendere) of a felony or gross misdemeanor under federal or state law that the Board determines
is injurious to reputation or the business of the Company; (iii) your commission of any act
involving dishonesty, fraud, gross negligence or other willful



 









 




misconduct in the performance of your duties of the Company or (iv) your breach of any
confidentiality, non-compete or non-solicitation covenants you may have with the Company. For
purposes of this definition, no act, or failure to act, on your part will be considered “willful”
unless done, or omitted to be done, by you in bad faith and without reasonable belief that your
action or omission was in, or not opposed to, the best interests of the Company. Any act, or
failure to act, based upon authority given pursuant to a resolution duly adopted by the Board (or a
committee hereof) or based upon the advice of counsel for the Company will be conclusively presumed
to be done, or omitted to be done, by you in good faith and in the best interests of the Company.
It is also expressly understood that your attention to matters not directly related to the business
of the Company will not provide a basis for termination for Cause so long as the Board does not
expressly disapprove in writing of your engagement on such activities either before or within a
reasonable period of time after the Board knew or could reasonably have known that you engaged in
those activities. Notwithstanding the foregoing, you will not be deemed to have been terminated
for Cause unless and until there has been delivered to you a copy of a resolution duly adopted by
the Board (after reasonable notice to you and an opportunity for you, together with your counsel,
to be heard before the Board), finding that in the good faith opinion of the Board you were guilty
of the conduct set forth above and specifying the particulars thereof in detail.



     (d) “Change in Control” means:




     (i) Any one person or more than one person acting as a group acquires ownership of
stock of the Company that, together with the stock held by such person or group,
constitutes more than 50 percent (50%) of the total fair market value or total voting power
of the stock of the Company. However, if any one person or more than one person acting as
a group, is considered to own more than 50 percent (50%) of the total fair market value or
total voting power of the stock of the Company, the acquisition of additional stock by the
same person or persons is not considered to cause a Change in Control;




     (ii) Any one person, or more than one person acting as a group acquires (or has
acquired during the twelve (12) month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the Company possessing thirty
percent (30%) or more of the total voting power of the stock of the Company;




     (iii) Any one person, or more than one person acting as a group acquires (or
has acquired during the twelve (12) month period ending on the date of the most recent
acquisition by such person or persons) all or substantially all of the assets of the
Company immediately prior to such acquisition or acquisitions; or




     (iv) A majority of the members of the Board is replaced during any twelve
(12) month period by directors whose appointment or election is not endorsed by a majority
of the members of the Board prior to the date of the appointment or election;


provided, that the transaction or event described in subsection (i), (ii), (iii) or (iv) also
constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).



     (e) “Code” means the Internal Revenue Code of 1986, as amended.



     (f) “Company” means the Parent Corporation, any Subsidiary and any Successor.



     (g) “Confidential Information” means information which is proprietary to the Company
or proprietary to others and entrusted to the Company, whether or not trade secrets. It includes
information relating to business plans and to business as conducted or anticipated to be conducted,
and to past or current or anticipated products or services. It also includes, without limitation,
information concerning research, development, purchasing, accounting, marketing and selling. All
information which you have a reasonable basis to consider confidential is Confidential Information,
whether or not originated by you and without regard to the manner in which you obtain access to
that and any other proprietary information.



 









 





     (h) “Date of Termination” following a Change in Control (or prior to a Change in
Control if your termination was either a condition of the Change in Control or was at the request
or insistence of any Person (other than the Company) related to the Change in Control) means: (i)
if your employment is to be terminated for Disability, thirty (30) calendar days after Notice of
Termination is given (provided that you have not returned to the performance of your duties on a
full-time basis during such thirty (30)-calendar-day period); (ii) if your employment is to be
terminated by the Company for Cause or by you for Good Reason, the date specified in the Notice of
Termination; (iii) if your employment is to be terminated by the Company for any reason other than
Cause, Disability, death or Retirement, the date specified in the Notice of Termination, which in
no event may be a date earlier than ninety (90) calendar days after the date on which a Notice of
Termination is given, unless an earlier date has been expressly agreed to by you in writing either
in advance of, or after, receiving such Notice of Termination; or (iv) if your employment is
terminated by reason of death or Retirement, the date of death or Retirement, respectively;
provided that in all events the applicable “Date of Termination” shall be the date of your
“separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). In the
case of termination by the Company of your employment for Cause, if you have not previously
expressly agreed in writing to the termination, then within thirty (30) calendar days after receipt
by you of the Notice of Termination with respect thereto, you may notify the Company that a dispute
exists concerning the termination, in which event the Date of Termination will be the date set
either by mutual written agreement of the parties or by the judge or arbitrators in a proceeding as
provided in Section 13 of this Agreement. During the pendency of any such dispute, the Company
will continue to pay you your full compensation and benefits in effect just prior to the time the
Notice of Termination is given and until the dispute is resolved in accordance with Section 13 of
this Agreement.



     (i) “Disability” means a disability as defined in the Company’s long-term disability
plan as in effect immediately prior to the Change in Control or, in the absence of such a plan,
means permanent and total disability as defined in section 22(e)(3) of the Code.



     (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     (k) “Good Reason” means:




     (i) a material adverse change in your status or position(s) as an executive of the
Company as in effect immediately prior to the Change in Control, including, without
limitation, any adverse change in your status or position(s) as a result of a material
diminution in your duties or responsibilities (other than, if applicable, any such change
directly attributable to the fact that the Company is no longer publicly owned) or the
assignment to you of any duties or responsibilities which are inconsistent with such status
or position(s), or any removal of you from or any failure to reappoint or reelect you to
such position(s) (except in connection with the termination of your employment for Cause,
Disability or Retirement or as a result of your death or by you other than for Good
Reason);




     (ii) a reduction by the Company in your rate of total compensation (including, without
limitation, salary and bonus potential) (or an adverse change in the form or timing of the
payment thereof) as in effect immediately prior to the Change in Control;




     (iii) the failure by the Company to continue in effect any Plan in which you (and/or
your family) are participating at any time during the ninety (90)-calendar-day period
immediately preceding the Change in Control (or Plans providing you (and/or your family)
with at least substantially similar benefits) other than as a result of the normal
expiration of any such Plan in accordance with its terms as in effect immediately prior to
the ninety (90)-calendar-day period immediately preceding the time of the Change in
Control, or the taking of any action, or the failure to act, by the Company which would
adversely affect you (and/or your family’s) continued participation in any of such Plans on
at least as favorable a basis to you (and/or your family) as is the case on the date of the
Change in Control or which would materially reduce your (and/or your family’s) benefits in
the future under any of such Plans or deprive you (and/or your family) of any material
benefit enjoyed by you (and/or your family) at the time of the Change in Control;



 









 






     (iv) the Company’s requiring you to be based more than fifty (50) miles from where
your office is located immediately prior to the Change in Control, except for required
travel on the Company’s business, and then only to the extent substantially consistent with
the business travel obligations which you undertook on behalf of the Company during the
ninety (90)-calendar-day period immediately preceding the Change in Control (without regard
to travel related or in anticipation of the Change in Control);




     (v) the failure by the Company to obtain from any Successor the assent to this
Agreement contemplated by Section 6 of this Agreement.




     (vi) any purported termination by the Company of your employment which is not properly
effected pursuant to a Notice of Termination and pursuant to any other requirements of this
Agreement, and for purposes of this Agreement, no such purported termination will be
effective; or




     (vii) any refusal by the Company to continue to allow you to attend to matters or
engage in activities not directly related to the business of the Company which, at any time
prior to the Change in Control, you were not expressly prohibited in writing by the Board
from attending to or engaging in.



     (l) “Highest Monthly Compensation” means one-twelfth (1/12) of the highest amount of
your compensation for any twelve (12) consecutive calendar-month period during the thirty-six (36)
consecutive calendar-month period prior to the month that includes the Date of Termination. For
purposes of this definition, “compensation” means your base pay plus short term bonus target.



     (m) “Notice of Termination” means a written notice which indicates the specific
termination provision in this Agreement pursuant to which the notice is given. Any purported
termination by the Company or by you following a Change in Control (or prior to a Change in Control
if your termination was either a condition of the Change in Control or was at the request or
insistence of any Person (other than the Company) related to the Change in Control) must be
communicated by written Notice of Termination.



     (n) “Parent Corporation” means Nash Finch Company and any Successor.



     (o) “Person” means and includes any individual, corporation, partnership, group,
association or other “person”, as such term is used in section 14(d) of the Exchange Act, other
than the Parent Corporation, a wholly-owned subsidiary of the Parent Corporation or any employee
benefit plan(s) sponsored by the Parent Corporation or a wholly-owned subsidiary of the Parent
Corporation.



     (p) “Plan” means any compensation plan (such as a stock option, restricted stock plan
or other equity-based plan), or any employee benefit plan (such as a thrift, pension, profit
sharing, medical, dental, disability, accident, life insurance, relocation, salary continuation,
expense reimbursements, vacation, fringe benefits, office and support staff plan or policy) or any
other plan, program, policy or agreement of the Company intended to benefit you (and/or your
family) (including, without limitation, the Company’s 2000 Stock Incentive Plan, Profit Sharing
Plan, Income Deferral Plan, Deferred Compensation Plan and Supplemental Executive Retirement Plan).



     (q) “Retirement” means the day on which you attain the age of sixty-five (65).



     (r) “Subsidiary” means any corporation at least a majority of whose securities having
ordinary voting power for the election of directors is at the time owned by the Company and/or one
(1) or more Subsidiaries.



     (s) “Successor” means any Person that succeeds to, or has the practical ability to
control (either immediately or with the passage of time), the Parent Corporation’s business
directly, by merger,



 









 




consolidation or other form of business combination, or indirectly, by purchase of the Parent
Corporation’s voting securities, all or substantially all of its assets or otherwise.



     2. Term of Agreement. This Agreement is effective immediately and will continue in
effect until December 31, 2008; provided, however, that commencing on January 1, 2009 and each
January 1 thereafter, the term of this Agreement will automatically be extended for one (1)
additional year beyond the expiration date otherwise then in effect, unless at least ninety (90)
calendar days prior to any such January 1, the Company or you has been given notice that this
Agreement will not be extended; and, provided, further, that this Agreement will continue in effect
beyond the termination date then in effect for a period of twenty-four (24) calendar months
following a Change in Control if a Change in Control has occurred during such term.



     3. Benefits upon a Change in Control Termination. If your employment by the Company
is terminated for any reason other than death, Cause, Disability or Retirement, or if you terminate
your employment by the Company for Good Reason either within: (a) twenty-four (24) calendar months
following a Change in Control; or (b) prior to a Change in Control if your termination was either a
condition of the Change in Control or was at the request or insistence of a Person (other than the
Company) related to the Change in Control, then, subject to your execution of a general release of
claims against the Company in the Company’s customary form for such purpose (a “Release”) within 55
days of your Termination of Employment and not revoking such Release:




     (i) Cash Payment. On the later to occur of six months following the Date of
Termination or sixteen days following your timely execution of a Release, the Company will
make a lump-sum cash payment to you in an amount equal to the product of (A) your Highest
Monthly Compensation multiplied by (B) the lesser of (I) the number of full or partial
calendar months remaining until your Retirement or (II) [twenty-four (24)][twelve (12)].




     (ii) Welfare Plans. The Company will maintain in full force and effect, for
the continued benefit of you and your dependents for a period terminating on the earliest
of (A) [twenty-four (24)][twelve (12)] calendar months after the Date of Termination or (B)
your Retirement, all insured and self-insured employee welfare benefit Plans (including,
without limitation, health, life, dental and disability plans) in which you were entitled
to participate at any time during the ninety (90)-calendar-day period immediately preceding
the Change in Control, provided that your continued participation is possible under the
general terms and provisions of such Plans and any applicable funding media and provided
that you continue to pay an amount equal to your regular contribution under such Plans for
such participation (based upon your level of benefits and employment status most favorable
to you at any time during the ninety (90)-calendar-day period immediately preceding the
Change in Control). If the [twenty-four (24)][twelve (12)]-month-period ends before you
have reached Retirement and you have not previously received or are not then receiving
equivalent benefits from a new employer (including coverage for any pre-existing
conditions), the Company will arrange, at its sole cost and expense, to enable you to
convert your and your dependents’ coverage under such plans to individual policies or
programs under the same terms as executives of the Company may apply for such conversions.
In the event that you or your dependents’ participation in any such Plan is barred, the
Company, at its sole cost and expense, will arrange to have issued for the benefit of you
and your dependents individual policies of insurance providing benefits substantially
similar (on a federal, state and local income and employment after-tax basis) to those
which you otherwise would have been entitled to receive under such Plans pursuant to this
clause (ii) or, if such insurance is not available at a reasonable cost to the Company, the
Company will otherwise provide you and your dependents equivalent benefits (on a federal,
state and local income and employment after-tax basis). You will not be required to pay any
premiums or other charges in an amount greater than that which you would have paid in order
to participate in such Plans.




     (iii) Tax Reimbursement.



 









 






     (A) Anything in this Agreement to the contrary notwithstanding, in the event
it shall be determined that any payments or distributions by the Company, any
person or entity whose actions result in a Change of Control or any person or
entity affiliated with the Company or such person or entity, to or for your benefit
(whether paid or payable or distributed or distributable pursuant to the terms of
this Agreement, any option agreement, restricted stock award agreement or
otherwise, but determined without regard to any payments required under this
Section 3(iii)) (collectively, the “Payments”) would be subject to the excise tax
imposed by Section 4999 of the Code or you incur any interest or penalties with
respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the “Excise Tax”), then you
shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an
amount such that, after your payment of all taxes (and any interest or penalties
imposed with respect to such taxes), including any income taxes and Excise Tax
imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.




     (B) Subject to the provisions of clause (D), below, all determinations
required to be made under this Section 3(iii), including whether and when a
Gross-Up Payment is required and the amount such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made by an
accounting firm of national reputation selected by the Company ( the “Accounting
Firm”), which shall provide detailed supporting calculations both to you and to the
Company within fifteen (15) business days of the receipt of notice from you that
there has been a Payment, or such earlier time as is requested by the Company. In
the event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control, you shall appoint
another nationally recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the “Accounting Firm”
hereunder). All fees and expenses of the Accounting Firm shall be borne solely by
the Company. Any Gross-Up Payment, as determined pursuant to this Section 3(iii),
shall be paid by the Company on your behalf within five days of the receipt of the
Accounting Firm’s determination. If the Accounting Firm determines that no Excise
Tax is payable by you, it shall furnish evidence of its determination that failure
to report the Excise Tax on your applicable federal income tax return would not
result in the imposition of a penalty. Any determination by the Accounting Firm
shall be binding upon you and the Company.




     (C) As a result of uncertainty in the application of Section 4999 of the Code
at the time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which should have been made by the Company will not
have been made (“Underpayment”), consistent with the calculations required to be
made hereunder. In the event that the Company exhausts its remedies pursuant to
clause (D) below and you thereafter are required to make a payment of any
additional Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid by
the Company to or for your benefit.




     (D) You shall notify the Company in writing of any claim by the Internal
Revenue Service or any other taxing authority that, if successful, would require
the payment by the Company of any Gross-Up Payment. Such notification shall be
given as soon as practicable but no later than ten (10) business days after you
know of such claim and shall apprise the Company of the nature of such claim and
the date on which such claim is requested to be paid. You shall not pay such claim
prior to the expiration of the thirty (30)-day period following the date on which
you give such notice to the Company (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If the Company notifies
you in writing prior to the expiration of such period that it desires to contest
such claim, you shall:



 









 






     (1) give the Company any information reasonably requested by the
Company relating to such claim;




     (2) take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company;




     (3) cooperate with the Company in good faith in order to effectively
contest such claim; and




     (4) permit the Company to participate in any proceedings relating to
such claim;




provided, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold you harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and penalties
with respect thereto) imposed as a result of such representation and payment of
costs and expenses. Without limitation on the foregoing provisions of this clause
(D), the Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in respect
of such claim and may, at its sole option, either direct you to pay the tax claimed
and sue for a refund or contest the claim in any permissible manner, and you agree
to prosecute such contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts, as the Company
shall determine. If the Company directs you to pay such claim and sue for a
refund, the Company shall: (i) to the extent not prohibited by law, rule or
regulation, advance the amount of such payment to you on an interest-free basis; or
(ii) to the extent any such advance is so prohibited, pay such amount directly;
and, in either case, shall indemnify and hold you harmless, on an after-tax basis,
from any Excise Tax or income tax (including interest or penalties with respect
thereto) imposed with respect to such payment or advance or with respect to any
imputed income with respect to such payment or advance; and provided further that
any extension of the statute of limitations relating to payment of taxes for your
taxable year with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the Company’s control of the
contest shall be limited to issues with respect to which a Gross-Up Payment would
be payable hereunder and you shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other taxing
authority.




     (E) If, after your receipt of an amount advanced by the Company pursuant to
clause (D), above, you become entitled to receive any refund with respect to such
claim, you shall (subject to the Company’s complying with the requirements of
clause (D)) promptly pay to the Company the amount of such refund (together with
any interest paid or credited thereon after taxes applicable thereto). If, after
your receipt of an amount advanced by the Company pursuant to clause (D), above, a
determination is made that you shall not be entitled to any refund with respect to
such claim and the Company does not notify you in writing of its intent to contest
such denial of refund prior to the expiration of thirty (30) days after such
determination, then such advance shall be forgiven and shall not be required to be
repaid and the amount of such advance shall offset, to the extent thereof, the
amount of Gross-Up Payment required to be paid.




     (iv) Non-Competition Obligations. As consideration for the Gross-Up Payment
(which is hereby acknowledged by you as providing you with additional and sufficient
benefit to support the following covenant), you agree that in the event your employment
with the Company



 









 






is terminated upon conditions entitling you to the payments and benefits provided for
under Section 3 of the Agreement, you will not, without the prior written consent of the
Company (given after the consummation of the Change in Control), alone or in any capacity
(other than by way of holding shares of a publicly traded company in an amount not
exceeding five percent (5%) of the outstanding class or series so traded) with any other
person or entity, directly or indirectly engage in competition with the Company or any
Subsidiary, in association with or as an officer, director, employee, principal, agent or
consultant of or to SuperValu, Inc., Spartan Stores, Inc., Merchants Distributors, Inc.,
Laurel Grocery Company, L.L.C., C&S Wholesale Grocers or any of their respective
subsidiaries, affiliates or successors for a period ending one (1) year after such date of
termination.



     4. Indemnification. Following a Change in Control, the Company will indemnify and pay
your expenses, as incurred, to the full extent permitted by law and the Company’s certificate of
incorporation and bylaws for damages, costs and expenses (including, without limitation, judgments,
fines, penalties, settlements and reasonable fees and expenses of your counsel) incurred in
connection with all matters, events and transactions relating to your service to or status with the
Company or any other corporation, employee benefit plan or other entity with whom you served at the
request of the Company.



     5. Confidentiality. You will not use, other than in connection with your employment
with the Company, or disclose any Confidential Information to any person not employed by the
Company or not authorized by the Company to receive such Confidential Information, without the
prior written consent of the Company; and you will use reasonable and prudent care to safeguard and
protect and prevent the unauthorized disclosure of Confidential Information. Nothing in this
Agreement will prevent you from using, disclosing or authorizing the disclosure of any Confidential
Information: (a) which is or hereafter becomes part of the public domain or otherwise becomes
generally available to the public through no fault of yours; (b) to the extent and upon the terms
and conditions that the Company may have previously made the Confidential Information available to
certain persons; or (c) to the extent that you are required to disclose such Confidential
Information by law or judicial or administrative process.



     6. Successors. The Company will seek to have any Successor, by agreement in form and
substance satisfactory to you, assent to the fulfillment by the Company of the Company’s
obligations under this Agreement. Failure of the Company to obtain such assent at least three (3)
business days prior to the time a Person becomes a Successor (or where the Company does not have at
least three (3) business days’ advance notice that a Person may become a Successor, within one (1)
business day after having notice that such Person may become or has become a Successor) will
constitute Good Reason for termination by you of your employment.



     7. Fees and Expenses. The Company, upon demand, will pay or reimburse you for all
reasonable legal fees, court costs, experts’ fees and related costs and expenses incurred by you in
connection with any actual, threatened or contemplated litigation or legal, administrative,
arbitration or other proceeding relating to this Agreement to which you are or reasonably expect to
become a party, whether or not initiated by you, including, without limitation, your seeking to
obtain or enforce any right or benefit provided by this Agreement; provided, however, you will be
required to repay (without interest) any such amounts to the Company to the extent that a court
issues a final and non-appealable order setting forth the determination that the position taken by
you was frivolous or advanced by you in bad faith.



     8. Binding Agreement. This Agreement inures to the benefit of, and is enforceable by,
you, your personal and legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If you die while any amount would still be payable to you
under this Agreement if you had continued to live, all such amounts, unless otherwise provided in
this Agreement, will be paid in accordance with the terms of this Agreement to your devisee,
legatee or other designee or, if there be no such designee, to your estate.



     9. No Mitigation. You will not be required to mitigate the amount of any payments or
benefits the Company becomes obligated to make or provide to you in connection with this Agreement
by seeking other employment or otherwise. The payments or benefits to be made or provided to you
in



 









 




connection with this Agreement may not be reduced, offset or subject to recovery by the
Company by any payments or benefits you may receive from other employment or otherwise.



     10. No Setoff. The Company will have no right to setoff payments or benefits owed to
you under this Agreement against amounts owed or claimed to be owed by you to the Company under
this Agreement or otherwise.



     11. Taxes. All payments and benefits to be made or provided to you in connection with
this Agreement will be subject to required withholding of federal, state and local income, excise
and employment-related taxes.



     12. Notices. For the purposes of this Agreement, notices and all other communications
provided for in, or required under, this Agreement must be in writing and will be deemed to have
been duly given when personally delivered or when mailed by United States registered or certified
mail, return receipt requested, postage prepaid and addressed to each party’s respective address
set forth on the first page of this Agreement (provided that all notices to the Company must be
directed to the attention of the chair of the Board), or to such other address as either party may
have furnished to the other in writing in accordance with these provisions, except that notice of
change of address will be effective only upon receipt.



     13. Disputes. Any dispute, controversy or claim for damages rising under or in
connection with this Agreement may, in your sole discretion, be settled exclusively by such
judicial remedies that you may seek to pursue or by arbitration in Minneapolis, Minnesota by three
(3) arbitrators in accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The
Company will be entitled to seek an injunction or restraining order in a court of competent
jurisdiction (within or without the State of Minnesota) to enforce the provisions of Section 5 of
this Agreement.



     14. Jurisdiction. Except as specifically provided otherwise in this Agreement, the
parties agree that any action or proceeding arising under or in connection with this Agreement must
be brought in a court of competent jurisdiction in the State of Minnesota, and hereby consent to
the exclusive jurisdiction of said courts for this purpose and agree not to assert that such courts
are an inconvenient forum.



     15. Related Agreements. To the extent that any provision of any other Plan or
agreement between the Company and you shall limit, qualify or be inconsistent with any provision of
this Agreement, then for purposes of this Agreement, while such other Plan or agreement remains in
force, the provision of this Agreement will control and such provision of such other Plan or
agreement will be deemed to have been superseded, and to be of no force or effect, as if such other
agreement had been formally amended to the extent necessary to accomplish such purpose. Nothing in
this Agreement prevents or limits your continuing or future participation in any Plan provided by
the Company and for which you may qualify, and nothing in this Agreement limits or otherwise
affects the rights you may have under any Plans or other agreements with the Company. Amounts
which are vested benefits or which you are otherwise entitled to receive under any Plan or other
agreement with the Company at or subsequent to the Date of Termination will be payable in
accordance with such Plan or other agreement.



     16. No Employment or Service Contract. Nothing in this Agreement is intended to
provide you with any right to continue in the employ of the Company for any period of specific
duration or interfere with or otherwise restrict in any way your rights or the rights of the
Company, which rights are hereby expressly reserved by each, to terminate your employment at any
time for any reason or no reason whatsoever, with or without cause.



     17. Survival. The respective obligations of, and benefits afforded to, the Company
and you which by their express terms or clear intent survive termination of your employment with
the Company or termination of this Agreement, as the case may be, including, without limitation,
the provisions of Sections 3, 4, 5, 6, 7, 10, 11, 12 and 13 of this Agreement, will survive
termination of your employment with the Company or termination of this Agreement, as the case may
be, and will remain in full force and effect according to their terms.



 









 





     18. Section 409A. The parties acknowledge and agree that, to the extent applicable,
this Agreement shall be interpreted in accordance with, and the parties agree to use their best
efforts to achieve timely compliance with, Section 409A and the Department of Treasury regulations
and other interpretive guidance issued thereunder (collectively, “Section 409A”). Notwithstanding
any provision of this Agreement to the contrary, in the event that the Company determines that any
compensation or benefits payable or provided under this Agreement may be subject to Section 409A,
the Company may adopt (without any obligation to do so or to indemnify you for failure to do so)
such limited amendments to this Agreement and appropriate policies and procedures, including
amendments and policies with retroactive effect, that the Company reasonably determines are
necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement
from Section 409A and/or preserve the intended tax treatment of the compensation and benefits
provided with respect to this Agreement or (ii) comply with the requirements of Section 409A.



     19. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such modification, waiver or discharge is agreed to in a writing signed by you
and the chair of the Board. No waiver by any party to this Agreement at any time of any breach by
another party to this Agreement of, or of compliance with, any condition or provision of this
Agreement to be performed by such party will be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter to this Agreement have
been made by any party which are not expressly set forth in this Agreement.


This Agreement and the legal relations among the parties as to all matters, including, without
limitation, matters of validity, interpretation, construction, performance and remedies, will be
governed by and construed exclusively in accordance with the internal laws of the State of
Minnesota (without regard to the conflict of laws provisions of any jurisdiction), except to the
extent that the provisions of the corporate law of Delaware may apply to the internal affairs of
the Company. Headings are for purposes of convenience only and do not constitute a part of this
Agreement. The parties to this Agreement agree to perform, or cause to be performed, such further
acts and deeds and to execute and deliver, or cause to be executed and delivered, such additional
or supplemental documents or instruments as may be reasonably required by the other party to carry
into effect the intent and purpose of this Agreement. The invalidity or unenforceability of all or
any part of any provision of this Agreement will not affect the validity or enforceability of the
remainder of such provision or of any other provision of this Agreement, which will remain in full
force and effect. This Agreement may be executed in several counterparts, each of which will be
deemed to be an original, but all of which together will constitute one and the same instrument.


If this letter correctly sets forth our agreement on the subject matter discussed above, kindly
sign and return to the Company the enclosed copy of this letter which will then constitute our
agreement on this subject.



Sincerely,




NASH FINCH COMPANY.




	 	 	 	 	 
	By:

	 	 
	 	 
	 

	 	 	 	 
	 

	 	Alec C. Covington	 	 
	 

	 	President, Chief Executive Officer	 	 
	 
	 	 	 	 
	Agreed to this ____ day of ______________, 2008.
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	[Name]