Exhibit 10.7


 


NON-STATUTORY STOCK OPTION AGREEMENT


 


THIS AGREEMENT is entered into and effective as of this
      day of
               ,
200   (the “Date of Grant”), by and between Nash Finch Company (the “Company”)
and [NAME OF OPTIONEE] (the “Optionee”).


 


A.           The Company has adopted the Nash Finch
Company 2000 Stock Incentive Plan (the “Plan”) authorizing the Board of
Directors of the Company, or a committee as provided for in the Plan (the Board
or such a committee to be referred to as the “Committee”), to grant
non-statutory stock options to employees and non-employee directors,
consultants and independent contractors of the Company and its Subsidiaries (as
defined in the Plan).


 


B.             The Company desires to give the Optionee
an inducement to acquire a proprietary interest in the Company and an added
incentive to advance the interests of the Company by granting to the Optionee
an option to purchase shares of common stock of the Company pursuant to the
Plan.


 


Accordingly, the parties agree as follows:


 


1.                                       Grant of Option.


 


The Company hereby grants to the Optionee the
right, privilege, and option (the “Option”) to purchase                                    
(            )
shares (the “Option Shares”) of the Company’s common stock, $1.66-2/3 par value
(the “Common Stock”), according to the terms and subject to the conditions
hereinafter set forth and as set forth in the Plan.  The Option is not intended to be an “incentive
stock option,” as that term is used in Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”).


 


2.                                       Option Exercise Price.


 


The per share price to be paid by Optionee in
the event of an exercise of the Option will be $           .


 


3.                                       Duration of Option and Time of Exercise.


 


3.1                                 Initial Period of
Exercisability.  The Option will become
exercisable with respect to the Option Shares in five installments.  The following table sets forth the initial
dates of exercisability of each installment and the number of Option Shares as
to which this Option will become exercisable on such dates:


 


	
  Initial Date of

  Exercisability

  	
   

  	
  Number of Option Shares

  Available for Exercise

  
	
   

  	
   

  	
   

  
	
                     ,
  200  

  	
   

  	
   

  
	
                     ,
  200  

  	
   

  	
   

  
	
                     ,
  200  

  	
   

  	
   

  
	
                     ,
  200  

  	
   

  	
   

  
	
                     ,
  200  

  	
   

  	
   

  



 


The foregoing rights to
exercise this Option will be cumulative with respect to the Option Shares
becoming exercisable on each such date, but in no event will this Option be
exercisable after, and this


 


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Option will become void and
expire as to all unexercised Option Shares at, 4:30 p.m. Minneapolis, Minnesota
time) on
                   ,
200   (the “Time of Termination”).


 


3.2                                 Termination of Employment or
Other Service.


 


(a)                                  Termination Due to Death, Disability or Retirement.


 


(i)  In the event the Optionee’s
employment or other service with the Company and all Subsidiaries is terminated
by reason of death or Disability, this Option will become immediately
exercisable in full and remain exercisable for a period of three years after
such termination (but in no event after the Time of Termination).


 


(ii)  In the event the Optionee’s
employment or other service with the Company and all Subsidiaries is terminated
by reason of Retirement, this Option will remain exercisable, to the extent
exercisable as of the date of such termination, for a period of three years
after such termination (but in no event after the Time of Termination).


 


(b)                                 Termination for Reasons Other Than Death, Disability or Retirement.  In the event that the Optionee’s
employment or other service with the Company and all Subsidiaries is terminated
for any reason other than death, Disability or Retirement, or the Optionee is
in the employ or other service of a Subsidiary and the Subsidiary ceases to be
a Subsidiary of the Company (unless the Optionee continues in the employ of the
Company or another Subsidiary), all rights of the Optionee under the Plan and
this Agreement will immediately terminate without notice of any kind, and this
Option will no longer be exercisable; provided, however, that if such
termination is due to any reason other than voluntary termination by the
Optionee or termination by the Company or any Subsidiary for “cause” (as
defined in the Plan), this Option 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 Time of Termination).


 


3.3                                 Change in Control.


 


(a)                                  Impact of Change in Control.  If a Change in Control (as defined in the
Plan) of the Company occurs, this Option, if it has been outstanding for at
least six months, will become immediately exercisable in full and will remain
exercisable until the Time of Termination, regardless of whether the Optionee
remains in the employ or other service of the Company or any Subsidiary.  In addition, if a Change in Control of the
Company occurs, the Committee, in its sole discretion and without the consent
of the Optionee, may determine that the Optionee will receive, with respect to
some or all of the Option Shares, as of the effective date of any such Change
in Control of the Company, cash in an amount equal to the excess of the Fair
Market Value (as defined in the Plan) of such Option Shares immediately prior
to the effective date of such Change in Control of the Company over the option
exercise price per share of this Option.


 


(b)                                 Limitation on Change in Control Payments.  Notwithstanding anything in this Section 3.3
to the contrary, if, with respect to the Optionee, acceleration of the vesting
of this Option or the payment of cash in exchange for all or part of the Option
Shares as provided above (which acceleration or payment could be deemed a “payment”
within the meaning of Section


 


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280G(b)(2) of the Code), together
with any other payments which the Optionee has the right to receive from the
Company or any corporation which is a member of an “affiliated group” (as
defined in Section 1504(a) of the Code without regard to Section 1504(b)
of the Code) of which the Company is a member, would constitute a “parachute
payment” (as defined in Section 280G(b)(2) of the Code), the payments to
the Optionee as set forth herein will be reduced to the largest amount as will
result in no portion of such payments being subject to the excise tax imposed
by Section 4999 of the Code; provided, however, that if the Optionee is
subject to a separate agreement with the Company or a Subsidiary that expressly
addresses the potential application of Sections 280G or 4999 of the Code
(including, without limitation, that “payments” under such agreement or
otherwise will be reduced, that the Optionee will have the discretion to
determine which “payments” will be reduced, that such “payments” will not be
reduced or that such “payments” will be “grossed up” for tax purposes), then
this Section 3.3(b) will not apply, and any “payments” to the Optionee
pursuant to Section 3.3(a) of this Agreement will be treated as “payments”
arising under such separate agreement.


 


4.                                       Manner of Option Exercise.


 


4.1                                 Notice.  This Option may be exercised by the Optionee
in whole or in part from time to time, subject to the conditions contained in
the Plan and in this Agreement, by delivery, in person, by facsimile or
electronic transmission or through the mail, to the Company at its principal
executive office in Minneapolis, Minnesota (Attention: Secretary), of a written
notice of exercise.  Such notice must be
in a form satisfactory to the Committee, must identify the Option, must specify
the number of Option Shares with respect to which the Option is being
exercised, and must be signed by the person or persons so exercising the
Option.  Such notice must be accompanied
by payment in full of the total purchase price of the Option Shares
purchased.  In the event that the Option
is being exercised, as provided by the Plan and Section 3.2 above, by any
person or persons other than the Optionee, the notice must be accompanied by
appropriate proof of right of such person or persons to exercise the
Option.  As soon as practicable after the
effective exercise of the Option, the Optionee will be recorded on the stock
transfer books of the Company as the owner of the Option Shares purchased, and
the Company will deliver to the Optionee one or more duly issued stock certificates
evidencing such ownership.


 


4.2                                 Payment.  At the time of exercise of this Option, the
Optionee must pay the total purchase price of the Option Shares to be purchased
entirely in cash (including a check, bank draft or money order, payable to the
order of the Company); provided, however, that the Committee, in its sole
discretion, may allow such payment to be made, in whole or in part, by tender
of a promissory note (on terms acceptable to the Committee in its sole
discretion) or a Broker Exercise Notice or Previously Acquired Shares (as such
terms are defined in the Plan), or by a combination of such methods.  In the event the Optionee is permitted to pay
the total purchase price of this Option in whole or in part with Previously
Acquired Shares, the value of such shares will be equal to their Fair Market
Value on the date of exercise of this Option.


 


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5.                                       Rights of Optionee; Transferability.


 


5.1                                 Employment or Service.  Nothing in this Agreement will interfere with
or limit in any way the right of the Company or any Subsidiary to terminate the
employment or other service of the Optionee at any time, nor confer upon the
Optionee any right to continue in the employ or other service of the Company or
any Subsidiary at any particular position or rate of pay or for any particular
period of time.


 


5.2                                 Rights as a Shareholder.  The Optionee will have no rights as a
shareholder unless and until all conditions to the effective exercise of this
Option (including, without limitation, the conditions set forth in Sections 4
and 6 of this Agreement) have been satisfied and the Optionee has become the
holder of record of such shares.  No
adjustment will be made for dividends or distributions with respect to this
Option as to which there is a record date preceding the date the Optionee
becomes the holder of record of such shares, except as may otherwise be
provided in the Plan or determined by the Committee in its sole discretion.


 


5.3                                 Restrictions on Transfer.  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 the Optionee in this Option prior to exercise may
be assigned or transferred, or subjected to any lien, during the lifetime of
the Optionee, either voluntarily or involuntarily, directly or indirectly, by
operation of law or otherwise.  The
Optionee will, however, be entitled to designate a beneficiary to receive this
Option upon such Optionee’s death, and, in the event of the Optionee’s death,
exercise of this Option (to the extent permitted pursuant to Section 3.2(a)
of this Agreement) may be made by the Optionee’s legal representatives, heirs
and legatees.


 


5.4                                 Breach of Confidentiality or
Non-Compete Agreements.  Notwithstanding anything in
this Agreement or the Plan to the contrary, and in addition to the terms set
forth in Section 6.3 of this Agreement, in the event that the Optionee
materially breaches the terms of any confidentiality or non-compete agreement entered
into with the Company or any Subsidiary, including but not limited to those
provided for in Section 6 of this Agreement, whether such breach occurs
before or after termination of the Optionee’s employment or other service with
the Company or any Subsidiary, the Committee in its sole discretion may
immediately terminate all rights of the Optionee under the Plan and this
Agreement without notice of any kind.


 


6.                                       Optionee
Covenants.


 


6.1                                 Competitive
Activities.  Optionee
agrees that, without the prior written consent of the Company, he or she will
not alone or in any capacity (other than by way of holding shares listed on a
stock exchange in a number not exceeding five percent of the outstanding class
or series so listed) with any other person or entity:


 


(a)                                  directly or
indirectly engage in the business of the wholesale distribution of food and
related products, in competition with the Company or any Subsidiary, in
association with or as an officer, director, employee, principal, agent or
consultant of SUPERVALU, INC., Fleming Companies, Inc., Roundy’s, Inc., Spartan
Stores, Inc., Merchants Distributors, Inc., Laurel Grocery Company, L.L.C. or
any of their respective subsidiaries, affiliates or successors, as and where
such business of the Company or any Subsidiary may then be conducted; provided,
however, that this clause (a) shall not apply after a Change in Control; or


 


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(b)                                 in any way
interfere or attempt to interfere with the business of the Company or any
Subsidiary whether by way of interfering with or disrupting the Company’s or
any Subsidiary’s relationships with any of its or their current or potential
vendors, suppliers, distributors or customers, or by doing or saying anything
to disparage or cause injury to the business, reputation, management,
employees, officers or directors or products or services of the Company or any
Subsidiary; or


 


(c)                                  directly or
indirectly, solicit for employment, employ or attempt to employ any employee of
the Company or any Subsidiary.


 


6.2                                 Confidential
Information.  Optionee
agrees not to use, other than in connection with his or her employment with the
Company or any Subsidiary, or disclose any Confidential Information to any
person not employed by the Company or any Subsidiary or not authorized by the
Company to receive such Confidential Information, without the prior written
consent of the Company; and to use reasonable and prudent care to safeguard and
protect and prevent the unauthorized disclosure of Confidential Information.  For these purposes, “Confidential Information”
shall mean information, knowledge or data which is confidential and proprietary
to the Company or any Subsidiary, whether or not trade secrets, or which the
Company or any Subsidiary has an obligation to treat as confidential if
furnished by another party.  It includes
information relating to financial matters, 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 technology, research, business
development, purchasing, accounting, marketing, selling, processes, programs,
trade “know how”, details of contracts, strategies, pricing practices, and
business methods and practices, all relating in any way to the business of the
Company or any Subsidiary and its or their customers, vendors, suppliers,
distributors and other persons and entities with which the Company or any
Subsidiary does business.  The foregoing
obligation of confidentiality shall remain in effect for so long as the
Confidential Information remains confidential.


 


6.3                                 Term of
Optionee Covenants; Remedies for Breach.  Except as provided in Section 6.2 of
this Agreement, the covenants contained in this Section 6 shall be
effective during the term of the Option provided for herein, and for a period
of one year following the earlier of the Time of Termination, or the date the
Option ceases to be exercisable pursuant to the terms of Section 3.2 of
this Agreement.  If any such covenant is
breached, the Option shall be terminated in accordance with Section 5.4 of
this Agreement; and, in addition to any other legal remedies as may be
available to it, the Company shall be entitled to an immediate injunction from
a court of competent jurisdiction to prevent the continuation of the breach
without further having to show damage.


 


Further, in the event of a
breach of the covenants contained in Section 6.1 of this Agreement, the
Optionee shall pay to the Company the sum of all gains realized by him or her
with respect to any exercise of the Option pursuant to Section 4.1 of this
Agreement.  For this purpose, with
respect to any single exercise of the Option, the “gain realized” shall equal
(i) the difference between the Fair Market Value on the date the exercise of
the Option is effective and the exercise price set forth in Section 2 of
this Agreement, multiplied by (ii) the number of Option Shares purchased on
such date.  Payment shall be made by the
Optionee to the Company within 30 days after the date of written notice from
the Company to the Optionee that such payment is due.


 


7.                                       Securities Law
and Other Restrictions.


 


Notwithstanding any other provision of the
Plan or this Agreement, the Company will not be required to issue, and the
Optionee may not sell, assign, transfer or otherwise dispose of, any Option
Shares, unless (a) there is in effect with respect to the Option Shares a registration
statement under the


 


5





















 


Securities Act of 1933, as
amended, and any applicable state or foreign securities laws or an exemption
from such registration, 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 Option Shares, as may be
deemed necessary or advisable by the Company in order to comply with such
securities law or other restrictions.


 


8.                                       Withholding Taxes.


 


The Company is entitled to (a) withhold
and deduct from future wages of the Optionee (or from other amounts that may be
due and owing to the Optionee from the Company), or make other arrangements for
the collection of, all legally required amounts necessary to satisfy any
federal, state or local withholding and employment-related tax requirements
attributable to the Option, including, without limitation, the grant or
exercise of this Option, or (b) require the Optionee promptly to remit the
amount of such withholding to the Company before acting on the Optionee’s
notice of exercise of this Option.  In
the event that the Company is unable to withhold such amounts, for whatever
reason, the Optionee agrees to pay to the Company an amount equal to the amount
the Company would otherwise be required to withhold under federal, state or
local law.


 


9.                                       Adjustments.


 


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), in order to prevent dilution or
enlargement of the rights of the Optionee, will make appropriate adjustment
(which determination will be conclusive) as to the number and kind of
securities or other property (including cash) subject to, and the exercise
price of, this Option.


 


10.                                 Subject to Plan.


 


The Option and the Option Shares granted and
issued pursuant to this Agreement have been granted and issued under, and are
subject to the terms of, the Plan.  The
terms of the Plan are incorporated by reference in this Agreement in their
entirety, and the Optionee, by execution of this Agreement, acknowledges having
received a copy of the Plan.  The
provisions of this Agreement will be interpreted as to be consistent with the
Plan, and any ambiguities in this Agreement will be interpreted by reference to
the Plan.  In the event that any
provision of this Agreement is inconsistent with the terms of the Plan, the
terms of the Plan will prevail.


 


11.                                 Miscellaneous.


 


11.1                           Binding Effect.  This Agreement will be binding upon the
heirs, executors, administrators and successors of the parties to this
Agreement.


 


11.2                           Governing Law.  This Agreement and all rights and obligations
under this Agreement will be construed in accordance with the Plan and governed
by the laws of the State of Minnesota, without regard to conflicts of laws
provisions.  Any legal proceeding related
to this Agreement will be


 


6





















 


brought in an appropriate Minnesota court, and the parties to this
Agreement consent to the exclusive jurisdiction of the court for this purpose.


 


11.3                           Entire Agreement.  This Agreement and the Plan set forth the
entire agreement and understanding of the parties to this Agreement with
respect to the grant and exercise of this Option and the administration of the
Plan and supersede all prior agreements, arrangements, plans and understandings
relating to the grant and exercise of this Option and the administration of the
Plan.


 


11.4                           Amendment and Waiver.  Other than as provided in the Plan, this
Agreement may be amended, waived, modified or canceled only by a written
instrument executed by the parties to this Agreement or, in the case of a
waiver, by the party waiving compliance.


 


11.5                           Severability.  Whenever possible, each provision of this
Agreement will be interpreted so that it is valid under the applicable
law.  If any provision of this Agreement
is to any extent invalid under the applicable law, that provision will still be
effective to the extent it remains valid. 
The remainder of this Agreement will also continue to be valid, and the
entire Agreement will continue to be valid in other jurisdictions.


 


The parties to this Agreement have executed
this Agreement effective the day and year first above written.


 


	
   

  	
  NASH FINCH COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Senior Vice President, General Counsel &

  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By execution of
  this Agreement,

  	
  OPTIONEE

  
	
  the Optionee
  acknowledges having

  	
   

  
	
  received a copy
  of the Plan.

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name
  and Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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