Exhibit 10.10


 


NON-STATUTORY STOCK OPTION
AGREEMENT


 


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


 


Pursuant to the Nash Finch Company 1995 Director
Stock Option Plan, as amended (the “Plan”), each non-employee director of the
Company automatically receives, immediately following each annual meeting of
the stockholders of the Company, an annual grant of an option to purchase 5,000
shares of the Company’s common stock. 
The Optionee is a non-employee director of the Company.


 


As a result, the parties hereto agree as follows:


 


I.                 GRANT OF OPTION.


 


The
Company hereby grants to the Optionee the right, privilege, and option (the “Option”)
to purchase Five Thousand (5,000) shares (the “Option
Shares”) of the Company’s common stock, $1.66-2/3 par value (the “Common Stock”),
subject to the terms and conditions set forth herein and in the Plan.


 


II.             OPTION EXERCISE PRICE.


 


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


 


III.         DURATION OF OPTION AND TIME OF EXERCISE.


 


A.                                   Initial Period of Exercisability.  The
Option shall become exercisable with respect to the Option Shares six months
after the Date of Grant, but in no event shall this Option be exercisable
after, and this Option shall become void and expire as to all unexercised
Option Shares at 5:00 p.m. (Minneapolis, Minnesota time) on                  , 200   (the “Time of Termination”).


 


B.                                     Termination as a Director.


 


(i)                                     If the Optionee’s service as
a director is terminated due to death or Disability (as such term is defined in
the Plan), this Option will immediately become exercisable in full, to the
extent not already exercisable, and will remain exercisable for one year from
the date of such termination of service (but in no event after the Time of
Termination).


 


(ii)                                  If the Optionee’s service as a director is terminated due to Retirement
(as such term is defined in the Plan), this Option will immediately become
exercisable in full, to the extent not already exercisable, and will remain
exercisable until the Time of Termination.


 


(iii)                               If the Optionee’s service as a director is terminated for “cause” (as
defined in the Plan), this Option will immediately terminate without notice of
any kind and this Option will not be exercisable after such termination of
service.


 


(iv)                              If the Optionee’s service as a
director is terminated for any reason other than death,


 


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Disability, Retirement or for “cause,”
this Option will remain exercisable for a period of three months after such
termination of service to the extent this Option was exercisable as of such
termination of service (but in no event after the Time of Termination).


 


IV.         MANNER OF OPTION EXERCISE.


 


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 herein, by giving written
notice of exercise to the Company at its principal executive office in Edina,
Minnesota (Attn.: Corporate Secretary), such notice to specify the number of
Option Shares with respect to which the Option is being exercised, and by
paying in full the total exercise price for the shares purchased. In the event
the Option is being exercised, as provided by the Plan, by any person or
persons other than the Optionee, the written notice must be accompanied by
appropriate proof of right of such person or persons to exercise the Option.


 


V.             BINDING EFFECT.


 


This
Agreement shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.


 


VI.         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.


 


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


 


 


	
  NASH
  FINCH COMPANY

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Ron Marshall

  	
  [Name]

  
	
  Chief Executive
  Officer

  	
   

  
					



 


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