EX-10.2






Exhibit 10.2




NASH-FINCH COMPANY




PERFORMANCE INCENTIVE PLAN




I. PURPOSE



A. General.  In an effort to maintain a position of leadership in the industry in which Nash-Finch
Company (the “ Company ”) competes, it is necessary to promote financial interests of the
Company and its Subsidiaries, including its growth, by attracting and retaining certain highly
qualified employees possessing outstanding ability, motivating such employees by means of
performance related incentives, and providing incentive compensation opportunities that are
competitive with those of major corporations. The Nash-Finch Company Performance Incentive Plan
(the “ Plan ”) hereinafter described is designed to assist the Company in attaining these
objectives.



B. Performance-Based Compensation.  With respect to Covered Awards, the Plan is intended to
constitute a qualified performance-based compensation plan under Section 162(m)(4)(C) of the Code
and shall be construed and administered so as to ensure such compliance.



C. Cash Bonus Plan.  The Plan is not intended to be (and shall not be construed and administered
as) an employee benefit plan within the meaning of ERISA. Incentive Awards under this Plan are
intended to be discretionary and shall not constitute a part of an employee’s regular rate of pay.



D. Section 409A.  The Plan is intended to be exempt from the provisions of Section 409A of the Code
and Department of Treasury regulations and other interpretive guidance issued there under (“
Section 409A ”).



II. PLAN ADMINISTRATION



A. Plan Administration.  The Company or its delegate has the authority and responsibility to manage
and control the general administration of the Plan, except as to matters expressly reserved in this
Plan to the Committee. This Plan is not intended to modify or limit the powers, duties or
responsibilities of either the Board or the Committee as set forth under the Company’s Restated
Certificate of Incorporation, as amended. Determinations, decisions and actions of the Company or,
if applicable, the Committee, in connection with the construction, interpretation, administration,
or application of the Plan will be final, conclusive, and binding upon any Participant and any
person claiming under or through the Participant. No employee of an Employer, any member of the
Board, any delegate of the Board, or any member of the Committee will be liable for any
determination, decision, or action made in good faith with respect to the Plan or any Incentive
Award made under the Plan.



B. Specific Authority of the Committee.  The Committee shall have the sole authority and
responsibility to review annually management’s recommendations for the Selected Performance
Objectives and Selected Performance Factors under the Plan, to select the Selected Performance
Objectives and Selected Performance Factors for an Award Year; and to otherwise administer
Incentive Awards payable to Officers, including under Covered Awards.



C. Non-Assignability.  A Participant’s rights and interests in and to payment of any Incentive
Award under the Plan may not be assigned, transferred, encumbered or pledged other than by will or
the laws of descent and distribution; and are not subject to attachment, garnishment, execution or
other creditor’s processes.



D. Amendment or Termination; Term.



i. The Plan may at any time be amended, modified, or terminated, as the Committee in its discretion
determines. Such amendment, modification, or termination of the Plan will not require the consent,
ratification, or approval of any party, including any Participant. The Committee may amend the
Selected Performance Objectives and/or the Selected Performance Factors as well as any Incentive
Award (including increasing, decreasing or eliminating any or all Incentive Awards for an Award
Year) prior to the payment of the Award (or the date payment would have been made but for a
Participant’s election to defer receipt) to the extent it deems appropriate for any reason,
including compliance with applicable securities laws and local laws outside the
U.S. Notwithstanding the foregoing, to the extent the Committee has expressly designated an
Incentive Award as a Covered Award, the Committee will not have any authority to amend or modify
the terms of any Covered Award in any manner that would impair its deductibility under
Section 162(m) of the Code.



ii. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee
determines that an Incentive Award may be subject to Section 409A, the Committee may reserve the
right (without any obligation to do so or to indemnify any Participant for failure to do so) to
adopt such amendments to the Plan and the applicable agreement or adopt other policies and
procedures (including amendments, policies and procedures with retroactive effect), or take any
other actions, that the Committee determines are necessary or appropriate to (a) exempt the
Incentive Award from Section 409A and/or preserve the intended tax treatment of the benefits
provided with respect to the Incentive Award, or (b) comply with the requirements of Section 409A
and thereby avoid the application of any penalty taxes under such Section.



E. No Contract of Employment.  Neither the Plan, nor any Incentive Award, constitutes a contract of
employment, and participation in the Plan will not give any employee the right to be retained in
the service of the Company or any Subsidiary or continue in any position or at any level of
compensation.



F. Controlling Law.  Except in connection with other matters of corporate governance and authority
(all of which shall be governed by the laws of the Company’s jurisdiction of incorporation), 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.



G. Compliance with Section 162(m) of the Code.  To the extent any provision of the Plan or an
Incentive Award or any action of the Committee or the Company as it relates to a Covered Award may
result in the application of Section 162(m)(1) of the Code to compensation payable to a Covered
Employee, such provision or action shall be deemed null and void to the extent permitted by law and
deemed advisable to the Committee.



H. Unfunded, Unsecured Obligation.  A Participant’s only interest under the Plan shall be the right
to receive a payment of either cash or Stock or a combination of cash and Stock for an Incentive
Award pursuant to the terms of the Incentive Award and the Plan. No portion of the amount payable
to a Participant under this Plan shall be held by the Company or any Subsidiary in trust or escrow
or any other form of asset segregation. To the extent that a Participant acquires a right to
receive a payment of cash and/or Stock under the Plan, such right shall be no greater than the
right of any unsecured, general creditor of the Company, and no trust in favor of any Participant
will be implied.



III. DEFINITIONS



Unless the context requires otherwise, the following terms when used with initial capitalization
have the following meanings:



A. Award Year — The fiscal year for which Incentive Awards, if any, are calculated under the Plan.



B. Board — The Board of Directors of the Company.



C. Code — The Internal Revenue Code of 1986, as from time to time amended including any related
regulations.



D. Committee — the Compensation and Management Development Committee of the Board of Directors of
the Company, comprised solely of two or more outside directors meeting the requirements of
Section 162(m) of the Code.



E. Company — Nash-Finch Company.



F. Compensation — Compensation means a Participant’s annual rate of base salary in effect at the
time eligibility for participation for an Award Year is determined (but not later than 90 days
following the beginning of such Award Year), or, if participation under the Plan commences during
the Award Year, at such later commencement of participation, and without regard to any salary
reduction agreement to make pre-tax elective contributions under any qualified Code Section 401(k)
Plan or Code Section 125 cafeteria plan (including any HMO premium deductions).



G. Covered Award — An Incentive Award (i) that will be paid to a Covered Employee, (ii) that the
Committee expressly designates as performance-based compensation and intends to be fully deductible
under Section 162(m) of the Code, and (iii) that will be paid following the shareholder approval
required by Section 162(m)(4)(C)(ii) of the Code.



H. Covered Employee — An individual who is a “covered employee” within the meaning of
Section 162(m)(3) of the Code.



I. Employer — The Company and any Subsidiary that, with the approval of the Chief Executive Officer
of the Company, has adopted this Plan.



J. ERISA — The Employee Retirement Income Security Act of 1974, as from time to time amended,
including any related regulations.



K. Fair Market Value — The Fair Market Value of a share of 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), as determined by (a) the mean between the reported high and low sale prices of the Stock
during the regular trading session if the Stock is listed, admitted to unlisted trading privileges
or reported on any foreign or national securities exchange or on the Nasdaq Global Market or an
equivalent foreign market on which sale prices are reported; (b) if the Stock is not so listed,
admitted to unlisted trading privileges or reported, the closing bid price as reported by the
Nasdaq Capital Market, OTC Bulletin Board or the National Quotation Bureau, Inc. or other
comparable service; or (c) if the Stock is not so listed or reported, such price as the Committee
determines in good faith in the exercise of its reasonable discretion.



L. Incentive Award — The dollar value of an award made to a Participant as determined under the
Plan.



M. Incentive Opportunity — The amount, stated as a percentage of a Participant’s Compensation,
determined with respect to an Award Year (or partial Award Year in the case of participation for a
partial year), that will be included in a Participant’s Incentive Award formula under
Paragraph V(A) of the Plan. If a Participant held more than one eligible position during the Award
Year, his or her Incentive Opportunity will be separately determined based on each corresponding
period of participation. The Incentive Opportunity for Participants who are Officers and the
Incentive Opportunity upon which any Covered Award is based will be determined solely by the
Committee. 



N. Key and Senior Management Employee — Each Covered Employee, each Officer and each Management
Employee who is designated by the Company as a Key and Senior Management Employee with respect to
the Plan for an Award Year. Designation as a Key and Senior Management Employee will apply only for
the Award Year for which the designation is made.



O. Management Employee —  An individual (i) who is classified by the Employer (without regard to
any retroactive judicial or administrative reclassification of such individual) as a management
employee (on other than a temporary reclassification basis), (ii) whose employment is for an
indefinite period, and (iii) who is employed in an Employer established job classification not
covered by a collective bargaining agreement.



P. Officer — Each officer of the Company and each senior officer of the Company’s Subsidiaries
designated by the Board.



Q. Participant — Each employee of an Employer who is designated as a Participant for an Award Year
by the Company or the Committee, as the case may be.



R. Performance Objectives — One or more objectively determinable measures established at the
beginning of an Award Year, related to: specified levels of, or relating to, customer satisfaction
as measured by a Company sponsored customer survey; employee engagement or employee relations as
measured by a Company sponsored employee survey; employee safety; employee diversity; financial
performance as measured by net sales, operating income, income before income taxes, net income, net
income per share (basic or diluted), profitability as measured by return ratios (including return
on assets, return on equity, return on investment and return on sales), cash flows, market share,
cost reduction goals, margins (including one or more of gross, operating and net income margins),
stock price, total return to stockholders, economic value added, working capital and productivity
improvements; implementation or completion of critical projects; retail store performance as
determined by independent assessment; and operational performance as measured by on-time delivery,
fill rate, selector accuracy, cost per case, sales per square foot, sales per labor hour and other,
similar, objective productivity measures. Performance Objectives may be described in terms of
Company, Subsidiary or business unit performance, either absolute or by relative comparison to
other companies or any other external measure of the selected criteria. Performance Objectives
shall be stated in terms of Threshold, Target and Maximum levels. For other than Covered Awards,
the Company may add other Performance Objectives not specifically listed above.



S. Plan — The Nash-Finch Company Performance Incentive Plan, as evidenced by this written
instrument as may be amended from time to time.



T. Selected Performance Factors — The numerical factors (expressed as a percentage) established by
the Company relating to the Plan’s Selected Performance Objectives for the Award Year and
corresponding to the actual achievement of the Threshold, Target and Maximum Selected Performance
Objectives (each as described in III(W)) for such Award Year. The Selected Performance Factors as
they relate to Officers and to Covered Awards shall be established by the Committee. If the actual
achievement of the Selected Performance Objective for an Award Year, as determined by the Company
(or by the Committee in the case of a Covered Award or an Incentive Award to any other Officer)
shortly after the Award Year, is between the Threshold and Target or Target and Maximum Objectives,
the Selected Performance Factor will be the amount determined by linear interpolation between the
two corresponding Threshold, Target or Maximum Selected Performance Factors.



U. Selected Performance Objectives — One or more Performance Objectives selected for an Award Year.
Subject to the provisions of Article VIII with respect to a Covered Award, the Committee shall
establish at the beginning of an Award Year the Selected Performance Objectives, including the
“Threshold”, “Target” and “Maximum” levels for Officers and with respect to any Covered Award.



V. Stock — Shares of common stock of the Company, par value $1.662/3 per share.



W. Subsidiary — Any entity, corporate or otherwise, in which the Company, directly or indirectly,
owns or controls a greater than 50% interest.



IV. PARTICIPATION



A. Participants.  Participants will be determined annually by the Committee from among the Key and
Senior Management Employees who, in the judgment of the Committee, as the case may be, have
contributed, are contributing or are expected to contribute to the creation of value for the
Company and its stockholders. Designation as a Participant will apply only for the Award Year for
which the designation is made and may include a partial year.



B. Termination of Employment.  In order to be entitled to receive an Incentive Award for an Award
Year, a Participant must be actively employed or on an approved leave of absence as of the last day
of the Award Year; however, the Company (or the Committee, if applicable) may in its sole
discretion pay an Incentive Award to a Participant who has terminated employment but only if and to
the extent the Performance Objectives for such Award Year are achieved.



V. COMPUTATION OF INCENTIVE AWARDS



A. Formula.  Subject to Paragraph B, a Participant’s Incentive Award for an Award Year will be an
amount equal to the product of the following:



i. The Participant’s Incentive Opportunity;



ii. The Participant’s Compensation; and



iii. The sum of the Selected Performance Factors for the Award Year.



B. Covered Awards.  A Covered Award shall be the greater of the Incentive Award determined under
Paragraph A or an Award determined solely on the basis of one or more financial Performance
Objectives as established by the Committee prior to the Award Year (or at such later date as may be
permissible under Code Section 162(m)), subject to the Committee’s discretionary authority under
Paragraph VIII(C) to reduce the amount of a Covered Award.



C. Classification Changes.  Appropriate adjustments and computations, including computations for a
partial Award Year, may be made to reflect changes in a Participant’s job classification, or
Selected Performance Factors during an Award Year. Subject to the provisions of Article VIII with
respect to Covered Awards, the Committee shall determine all such adjustments and computations
relating to Incentive Awards for Officers.



VI. PAYMENT OF INCENTIVE AWARDS



A. Cash Payment.  Subject to a Participant’s right to elect payment in shares of Stock pursuant to
Paragraph B below, payment of Incentive Awards will be made in cash as soon as practicable
following the end of the Award Year (and, in any event, by the 15th day of the third month
following the calendar year in which occurs the end of the Award Year) without interest.



B. Election to Receive Payment in Stock; Matching Restricted Stock Award.  A Participant may, by
written notice given to the Committee prior to the payment of an Incentive Award, elect to receive
payment of all or any portion of the Incentive Award in the form of a number of shares of Stock
having an equal value, as determined by the Fair Market Value of the shares of Stock on the date
the Committee approves payment of Incentive Awards. To the extent that a Participant elects to
receive payment in the form of shares of Stock, the Participant will be granted additional,
restricted shares of Stock, equal to 15% of the number of shares elected to be received in lieu of
cash payment of the Incentive Award. All such shares of Stock will be granted under the Company’s
2000 Stock Incentive Plan, as amended. The restricted shares will vest in full on the date two
years following the date the Committee approves the payment of the Incentive Award, provided that
the Participant has retained beneficial ownership of the unrestricted shares, and will otherwise be
subject to the terms and conditions of the 2000 Stock Incentive Plan.



VII. WITHHOLDING TAXES



Notwithstanding any of the foregoing provisions hereof, an Employer shall withhold from any payment
to be made hereunder such amounts as it reasonably determines it may be required to withhold under
any applicable federal, state or other law, and transmit such withheld amounts to the appropriate
authorities. If cash payments under this Plan are not available to meet the withholding
requirement, the Participant shall make available sufficient funds to meet the requirements of such
withholding, and the Employer shall be entitled and authorized to take such steps as it may deem
advisable, including but not limited to, withholding out of any funds or property due or to become
due to the Participant, in order to have such funds made available to the Employer.



VIII. SPECIAL RULES FOR COVERED AWARDS



Notwithstanding any other provision of this Plan to the contrary, the following provisions shall
control with respect to any Covered Award:



A. Preestablished Incentive Opportunity and Performance Objectives.  The Selected Performance
Factors, Selected Performance Objectives and Incentive Opportunity upon which a Covered Award is
based or subject shall be established by the Committee in writing not later than 90 days after the
commencement of the Award Year (or period of service as the case may be), provided that the outcome
is substantially uncertain at the time the Committee actually establishes such factors and the
objectives upon which they are based (or at such earlier time as may be required or such later time
as may be permissible under Section 162(m) of the Code). The Committee shall not make Covered
Awards based on Selected Performance Objectives not specifically provided under this Plan if it
determines that use of such Performance Objectives would cause a Covered Award to not be deductible
under Code Section 162(m).



B. Certification of Performance Objectives.  Prior to the payment of a Covered Award, the Committee
shall determine and certify in writing whether and to what extent the Selected Performance
Objectives referred to in Paragraph A have been satisfied.



C. Discretionary Reduction of Covered Award.  Notwithstanding the foregoing, the Committee may, in
its sole discretion, reduce a Covered Award otherwise determined pursuant to the Plan.



D. Limited Adjustments of Selected Performance Objectives.  In the event of (i) any reorganization,
merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock
split, combination of shares, rights offering, extraordinary dividend or divestiture (including a
spin-off) or any other change in corporate structure or shares; (ii) any purchase, acquisition,
sale, disposition or write-down of a significant amount of assets or a significant business;
(iii) any change in accounting principles or practices, tax laws or other such laws or provisions
affecting reported results; (iv) any uninsured catastrophic losses or extraordinary non-recurring
items as described in Accounting Principles Board Opinion No. 30 or in management’s discussion and
analysis of financial performance appearing in the Company’s annual report to stockholders for the
applicable year; or (v) any other similar change, in each case with respect to the Company or any
other entity whose performance is relevant to the achievement of any Selected Performance Objective
included in a Covered Award, the Committee (or, if the Company is not the surviving corporation in
any such transaction, a committee of the board of directors of the surviving corporation consisting
solely of two or more “outside directors” within the meaning of Section 162(m)(4)(C)(i) of the
Code) may, without the consent of any affected Participant, amend or modify the terms of any
outstanding Award that includes any Selected Performance Objectives based in whole or in part on
the financial performance of the Company (or any Subsidiary or division thereof) or such other
entity so as equitably to reflect such event, such that the criteria for evaluating such financial
performance of the Company or such other entity (and the achievement of the corresponding Selected
Performance Objectives) will be substantially the same (as determined by the Committee or such
committee of the board of directors of the surviving corporation) following such event as prior to
such event; provided, however, that any such change to any outstanding Covered Award pursuant to
this Paragraph D must be made in such a manner that it is independently determinable by a
hypothetical third party having knowledge of the relevant facts, and the Committee shall take no
action pursuant to this Paragraph D that would constitute an impermissible exercise of discretion
within the meaning of Section 162(m) of the Code, or would otherwise cause the Covered Award to not
be deductible under Section 162(m) of the Code.



E. Changes Affecting Timing.  No change shall be made to accelerate the payment of a Covered Award
unless the amount of the Covered Award is discounted to reasonably reflect the time value of money.
Further, no change shall be made to defer the payment of a Covered Award unless an increase in the
amount paid with respect to such award is based on a reasonable rate of interest or on the actual
returns on one or more predetermined actual investments (whether or not assets associated with the
amount originally owed are actually invested therein).



F. Maximum Amount.  The maximum amount of any Covered Award including the 15% restricted Stock
match under Paragraph VI(B) payable to any Covered Employee with respect to an Award Year,
determined as of the time the Covered Award is paid, shall not exceed $3,000,000.