Exhibit 10.19


 


RESTRICTED STOCK UNIT AWARD
AGREEMENT


 


THIS AGREEMENT
is entered into and effective as of
                         ,
200   (the “Date of Grant”), by and between Nash Finch Company (the “Company”)
and
                               
(the “Director”).


 


Pursuant to the Nash Finch Company 2000 Stock
Incentive Plan, as amended (the “Plan”), and resolutions adopted by the Board
of the Company as of December 31, 2003, each non-employee director of the
Company is to automatically receive, immediately following each annual meeting
of the stockholders of the Company, an annual grant of Performance Units (as
defined in the Plan) having an initial value of $30,000.00.  Each capitalized term used but not defined in
this Agreement shall have the meaning assigned to that term in the Plan.


 


The Director is a non-employee director of the
Company, and entitled to receive an annual grant of Performance Units on the
terms and conditions contained in this Agreement and the Plan.  In this Agreement, the term “Restricted Stock
Units” will be used to refer to the Performance Units granted to the Director
pursuant to this Agreement and any similar agreement entered into between the Director and Company.


 


The parties hereto agree as follows:


 


1.                                      Grant of Restricted Stock Units.


 


The Company hereby grants to the Director a
Restricted Stock Unit award (the “Award”) consisting of
                                 
Restricted Stock Units.  The Restricted
Stock Units subject to this Award, together with all other Restricted Stock
Units received by the Director, will be reflected in a book account (the “Account”)
maintained by the Company, and will be settled pursuant to Section 2 of
this Agreement in shares of Common Stock. 
The number of Restricted Stock Units comprising this Award has been
determined by dividing $30,000.00 by the Fair Market Value of a share of Common
Stock as of the Date of Grant.  This
Award is subject to the terms and conditions set forth in this Agreement and in
the Plan.  Each reference in this
Agreement to Restricted Stock Units subject to this Award will be deemed to
include not only the number of Restricted Stock Units referenced above, but
also any additional Restricted Stock Units granted with respect thereto
pursuant to Sections 4.1 and 4.2, or other securities issued with respect
thereto pursuant to Section 4.2.


 


2.                                      Settlement of Restricted Stock
Units and Distribution of Shares.


 


Subject to the provisions of Sections 3 and 5, as
soon as administratively practicable following the date that is six months
after the date the Director’s service as a director of the Company ends, the
Company shall distribute to the Director, in full settlement of all Restricted
Stock Units in the Director’s Account, one share of Common Stock for each
Restricted Stock Unit.  For purposes of
such settlement, the number of Restricted Stock Units will be rounded to the
nearest whole Restricted Stock Unit, with any fractional Restricted Stock Unit
less than 0.5 disregarded.  The number of
Restricted Stock Units with respect to which shares of Common Stock will be
distributed will include additional Restricted Stock Units granted pursuant to Section 4.1
with respect to any cash dividend declared with a record date prior to the date
the Director’s service as a director of the Company ends.  If the Director dies before all 


 


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Restricted
Stock Units credited to the Director’s Account have been settled in shares of
Common Stock, all remaining Restricted Stock Units shall be settled and the
underlying shares of Common Stock shall be delivered to the beneficiary
designated pursuant to Section 6.


 


3.                                      Effect of Termination of Service


 


3.1                               Within Six Months of Grant. 
Subject to Section 5, if the Director’s service as a director of
the Company ends for any reason other than death or Disability within six
months of the Date of Grant, the Restricted Stock Units subject to this Award
will be forfeited and this Award will be of no further force or effect.


 


3.2                               Death or Disability.  If
the Director’s service as a director of the Company ends because of the
Director’s death or Disability, the Restricted Stock Units subject to this
Award will immediately vest in full and be settled as soon as administratively
practicable after such termination of service in the manner described in Section 2
(without regard to the six months’ time frame referenced therein).


 


4.                                      Dividends and Other Distributions


 


8.4                               Cash Dividends.  If a
record date for a cash dividend declared by the Company’s Board occurs prior to
the date the Director’s service as a director of the Company ends, the Director
will be granted additional Restricted Stock Units pursuant to this Section 4.1.  As of the first day of each calendar quarter
immediately following a calendar quarter in which such a record date occurs
(or, if sooner, as of the date the Director’s service as a director of the
Company ends), the Director will be granted that number of additional
Restricted Stock Units determined according to the following formula:


 


Cash dividend per share  x 
Number of Restricted Stock Units


 


Fair Market Value


 


For purposes of this
formula:


 


•                  “Cash dividend per share” means the cash
dividend declared per share of Common Stock for the applicable record date;


•                  “Number of Restricted Stock Units” means the
aggregate number of Restricted Stock Units held by the Director as of that
record date; and


•                  “Fair Market Value” means the Fair Market
Value of a share of Common Stock on the last day of the calendar quarter in
which such record date occurs (or, if sooner, on the date the Director’s
service as a director of the Company ends).


 


Any
additional Restricted Stock Units granted under this Section 4.1 will be
settled in the manner described in Section 2, and will otherwise be
subject to the provisions of Section 3 and the other terms and conditions
of this Agreement and the Plan.


 


4.2                               Adjustments for Other
Distributions and Events.  If any reorganization, merger, consolidation,
recapitalization, liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering or divestiture (including a spin-off) or
any other similar change in the corporate structure or shares of the Company
occurs, 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 Director, will
make appropriate adjustment (which


 


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determination
will be conclusive) in the number of Restricted Stock Units credited to the
Director’s Account and/or as to the number and kind of securities or other
property (including cash) subject to the Restricted Stock Units; provided,
however, that any such securities or other property distributable with respect
to the Restricted Stock Units shall be, unless otherwise determined by the
Committee, distributed to the Director in the manner described in Section 2
and shall, together with the Restricted Stock Units, otherwise be subject to
the provisions of Sections 3 and 5 and the other terms and conditions of this
Agreement.


 


5.                                      Change in Control.


 


If, prior to the date that all Restricted Stock
Units subject to this Award have been settled and all of the resulting shares
of Common Stock have been distributed to the Director pursuant to Section 2,
a Change in Control of the Company shall occur, then (i) the forfeiture
provisions of Section 3.1 shall lapse and have no further applicability to
the Director, and (ii) all the Restricted Stock Units subject to this Award
shall be settled and all the resulting shares of Common Stock shall be
distributed to the Director on the day the Change in Control becomes effective
unless the Director, prior thereto, notifies the Committee in writing that the
Director waives the right to such acceleration, in which case Sections 2 and 3
shall continue to apply to the Director. 
In effecting such distribution, the Committee may make such
arrangements, including deposits in escrow or in trust in advance of the anticipated
effective date of the Change in Control, as it may deem advisable to carry out
the foregoing and to protect the interests of the Company in the event the
Change in Control does not occur.


 


6.                                      Beneficiary Designation.


 


Director shall have the right, at any time, to
designate any person or persons as beneficiary or beneficiaries to receive the
Director’s Restricted Stock Units upon the Director’s death.  In the event of the Director’s death,
distribution of the shares of Common Stock underlying such Restricted Stock
Units will be made to such beneficiary or beneficiaries.  The Director shall have the right to change
his or her beneficiary designation at any time. 
Each beneficiary designation shall become effective only when filed in
writing with the Company during the Director’s life on a form prescribed by or
approved by the Company.  If the Director
fails to designate a beneficiary as provided above, or if all designated
beneficiaries die before the Director, then the beneficiary shall be the
Director’s estate.


 


7.                                      Subject to the Plan.


 


The Restricted Stock Units subject to this Agreement
have been granted under, and are subject to the terms of, the Plan.  The provisions of this Agreement will be
interpreted so as to be consistent with the terms of the Plan, and any
ambiguities in this Agreement will be interpreted by reference to the
Plan.  If any provision of this Agreement
is inconsistent with the terms of the Plan, the terms of the Plan will prevail.


 


8.                                      Miscellaneous.


 


8.1                               Binding Effect.  This
Agreement will be binding upon the heirs, executors, administrators and
successors of the parties hereto.


 


8.2                               Governing Law.  This
Agreement and all rights and obligations hereunder shall 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 Award or Agreement will be


 


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


 


8.3                               Entire Agreement.  This
Agreement and the Plan set forth the entire agreement and understanding between
the parties hereto with respect to the grant of the Restricted Stock Units
hereunder and the administration of the Plan, and supersede all prior
agreements, arrangements and understandings relating to the grant of the
Restricted Stock Units hereunder and the administration of the Plan.


 


8.4                               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 hereto or, in
the case of a waiver, by the party waiving compliance.


 


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


 


 


	
  NASH FINCH COMPANY

  	
  DIRECTOR:

  
	
   

  	
  (By signing this Agreement, Director

  acknowledges having received a copy of the Plan.)

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Kathleen E. McDermott

  	
  [Name]

  
	
   

  	
  Senior Vice President, General

  Counsel & Secretary

  	
   

  
							



 


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