Exhibit 10.12


 


NASH-FINCH COMPANY

1997 NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN


(2003 REVISION)


 


First
Declaration of Amendment


 


Pursuant to the retained
power of amendment contained in Section 6.1 of the instrument entitled “Nash
Finch Company 1997 Non-Employee Director Stock Compensation Plan (2003
Revision),” the undersigned hereby amends such instrument in the manner
described below.


 


1.                                       Section 3.3(c)(iii) is amended effective May 21, 2004 to read as follows:


 


“(iii)                         In conjunction
with each deferral election made pursuant to Section 3.3(b), a Qualified
Director must elect, in accordance with and subject to Plan Rules, how the
deferral is to be allocated (in increments of one percent) among his or her
Cash Account and Share Account.  Such an
election is irrevocable after the latest date by which the deferral election to
which it relates must be received by the Administrator to be effective.”


 


2.                                       2.                                       Section 3.4(a) is amended with
respect to credits made to Cash Accounts under the Plan after June 30, 2004
and all existing Cash Account balances as of July 1, 2004 (including the
Cash Account of a Participant who terminated service as a director prior to July 1,
2004) attributable to credits made to Cash Accounts before July 1, 2004, to
read as follows:


 


“3.4                         Investment Credits.


 


(a)                                  Cash Account.


 


(i)                                     Designation of Valuation Funds.  The
Administrator will designate two or more valuation funds that will serve as the
basis for determining investment credits pursuant to this section.  The Administrator may, from time to time,
designate additional valuation funds or eliminate any previously designated
valuation funds.  The designation or
elimination of a valuation fund pursuant to this subsection is not a Plan
amendment.  The Administrator will not be
responsible in any manner to any Participant or other person for any damages,
losses, liabilities, costs or expenses of any kind arising in connection with
any designation or elimination of a valuation fund.


 


(ii)                                  Participant Direction.  A
Participant must direct the manner in which amounts credited to his or her Cash
Account pursuant to Section 3.3 will be allocated among and deemed to be
invested in the valuation funds designated pursuant to subsection (i).  Such allocation and investment directions
shall be submitted in writing on a prescribed form (or in such other manner as
the Plan Rules may authorize from time to time) to the Administrator or to such
agent as may be designated from time to time for this purpose, and may be made
separately for existing Cash Account balances and for future amounts to be
credited to a Cash Account.  Each such
direction must be expressed in whole percentage increments for each selected
valuation fund and such direction will remain in effect until the Participant
subsequently submits a properly completed new direction form to the
Administrator or the Administrator’s designated agent.  Amounts will be deemed to be invested in
accordance with the Participant’s direction on or as


 


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soon as administratively practicable after the
amounts are credited to the Participant’s Cash Account.  To the extent a Participant fails to direct
the manner in which amounts credited to his or her Cash Account will be deemed
to be invested, such amounts will deemed to be invested in a default valuation
fund specified in Plan Rules.


 


(iii)                               Change in Direction for Future Credits.  A
Participant may direct a change in the manner in which future credits to his or
her Cash Account pursuant to Section 3.3 will be allocated among and
deemed to be invested in the valuation funds designated pursuant to subsection (i).  The changed allocation and investment
direction will be effective for deferrals credited to the Participant’s Cash
Account pursuant to Section 3.3 at least 30 days (or such shorter period
as Plan Rules may allow) after the date on which the Administrator or
Administrator’s designated agent receives the direction from the Participant.


 


(iv)                              Change in Direction for Existing Account Balance.  A
Participant may direct a change in the manner in which his or her existing Cash
Account balances are allocated among and deemed to be invested in the valuation
funds designated pursuant to subsection (i).  The changed allocation and investment
direction will be effective as soon as administratively practicable after the
date on which the Administrator or Administrator’s designated agent receives
the direction from the Participant.


 


(v)                                 Account Adjustment.  As
of the close of business on each day on which trading occurs on the NASDAQ
Stock Market, the Administrator will cause Participants’ Cash Accounts to be
separately adjusted, in a manner determined by the Administrator to be uniform
and equitable, to reflect the investment credits (comprised of the income,
expense, gains, losses, fees and the like (other than taxes)) that would have
resulted since the last adjustment had the Participant’s investment directions
pursuant to this section actually been implemented.  For purposes of this subsection, an amount
will be deemed to have been invested in accordance with a Participant’s
direction by the fifth business day after (1) the date on which the amount is
credited to the Participant’s Cash Account in the case of a direction pursuant
to subsection (ii) or subsection (iii) or (2) the effective date of a
direction pursuant to subsection (iv). 
To the extent determined by the Administrator to be necessary in
conjunction with any distribution pursuant to the Plan, the Administrator will
cause the Cash Account from which the distribution is to be made to be adjusted
to reflect a good faith estimate by the Administrator of any fees and other
expenditures payable after the date of the distribution in connection with
deemed investment activity in the Cash Account through and including the date
of the distribution.  Any such estimate
is binding on the Company and the person to whom the distribution is made.


 


(vi)                              Obligations and Responsibilities of Administrator.  The
sole obligation of the Administrator with respect to the designation or
elimination of any valuation fund designated pursuant to subsection (i) is
to act in accordance with the express terms of subsection (i).  By way of example and without limiting the
previous sentence, the Administrator is not required, and no course of conduct
will cause it to be required, to investigate or monitor any designated fund to
any extent or for any purpose or to take or refrain from taking any action with
respect to a fund because of any aspect of the performance of the fund.  The designation of a limited number of
valuation funds is solely for administrative convenience and in no way reflects
any endorsement of any such funds by the Administrator.


 


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(vii)                           Deemed Investment. 
Trust assets are not required to be invested in accordance with a
Participant’s directions and the balance of all Cash Accounts pursuant to the
Plan will be determined pursuant to this section and other applicable
sections of the Plan without regard to the actual amount of Trust assets.  The Company shall be under no obligation to
purchase any valuation fund used to determine investment credits.  The valuation funds are used solely for
purposes of record-keeping to calculate the amount of investment credits on
Participant Cash Accounts and such Cash Accounts are not actually being
invested in the valuation funds.


 


(viii)                        Participant Responsibilities.  Each
Participant is solely responsible for any and all consequences of his or her
investment directions made pursuant to this section.  Neither the Company, any of its directors,
officers or employees, the Company’s Board nor the Administrator has any
responsibility to any Participant or other person for any damages, losses,
liabilities, costs or expenses of any kind arising in connection with any
investment direction made by a Participant pursuant to this section.”


 


3.                                       Subsection (i) of Section 4.1(c)
is amended effective July 1, 2004 (with respect to each Participant as of
that date including any Participant who terminated service as a director prior
to July 1, 2004 who is entitled to receive a distribution under the Plan
after July 1, 2004) to read as follows:


 


“(i)                               Cash Account.


 


(A)                              Lump Sum.  The amount of a lump sum
payment from a Participant’s Cash Account will be equal to the balance of the
Cash Account calculated as of the a preceding, and as close as administratively
feasible to, the date of the distribution.


 


(B)                                Installments.  The amount of each annual installment payment
from a Participant’s Cash Account will be determined by dividing the balance of
the Cash Account, calculated as of a date preceding, and as close as
administratively feasible to, the date of the installment payment, by the total
number of remaining payments (including the current payment).  Any installment payment to a Participant
shall be deemed to have been made proportionally from each of the valuation
funds into which amounts credited to the Participant’s Cash Account are deemed
invested, based on the ratio of the amount deemed invested in each such valuation
fund to the Participant’s total Cash Account balance as of the date the amount
of the installment payment is determined. The undistributed portion of a Cash
Account distributed in the form of installment payments will continue to be
credited with earnings in accordance with Section 3.4(a).”


 


4.                                       Subsection 4.1(d)(i)
is amended, effective July 1, 2004, to read as follows:


 


“(i)                               Withdrawals Due
to Unforeseeable Emergency.  A distribution  will be made to a Participant from his
or her Share or Cash Account if the Participant submits a written distribution
request to the Administrator and the Administrator determines that the
Participant has experienced an Unforeseeable Emergency.  The amount of the distribution may not exceed
the lesser of (a) the amount necessary to satisfy the emergency, as determined
by the


 


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Administrator, or (b) the balance of the
Participant’s Account as of the date the Administrator makes the determination
specified in clause (a).  Payments made
on account of an Unforeseeable Emergency will not be made to the extent that
such Unforeseeable Emergency is or may be relieved through reimbursement or
compensation by insurance or otherwise, by liquidation of the Participant’s
assets (to the extent that such liquidation would not itself cause severe
financial hardship) or by cessation of deferrals under Section 3.3.  Any distribution pursuant to this Section 4.1(d)(i)
will be made in the form of a lump sum payment (in cash from the Cash Account
and in Shares from the Share Account) as soon as administratively practicable
after the Administrator’s determination that the Participant has experienced an
Unforeseeable Emergency and will be made first from the Participant’s Cash
Account and then from the Participant’s Share Account, with the amount
distributed from the Share Account determined based upon the Market Price as of
the date the Administrator makes the determination specified in clause
(a).  Any amount distributed to a
Participant from his or her Cash Account pursuant to this subsection 4.1(d)(i) shall be deemed to have been made proportionally from
each of the valuation funds into which amounts credited to his or her Cash
Account are deemed invested, based on the ratio of the amount deemed invested
in each such valuation fund to the Participant’s total Cash Account balance as
of the date the Administrator makes the determination specified in clause (a).”


 


5.                                       Section 4.1(d)(iii) is amended, effective May 21, 2004, to read as
follows:


 


“(iii)                         Accelerated Distribution.  A
Participant may, at any time, elect an immediate distribution of his or her
Account in an amount equal to 90 percent of the balance of the Account
calculated as of the close of business on the date the Administrator receives a
written application for such distribution from the Participant on a form
furnished by the Administrator, in which case the remaining balance of the
Account will be forfeited.  The
distribution will be made in the form of a lump sum payment as soon as administratively
practicable after the Administrator’s receipt of the written application from
the Participant.  Any distribution from a
Participant’s Cash Account will be made in cash only.  Any distribution from a Participant’s Share
Account will be made in full Shares only and cash in lieu of any fractional
Share.”


 


IN
WITNESS WHEREOF, the undersigned has caused this instrument
to be executed by its duly authorized officers this 21st day of May, 2004. 


 


	
   

  	
  NASH
  FINCH COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  /s/ John A.
  Haveman

  	
   

  	
  By:

  	
  /s/ Kathleen
  E. McDermott

  	
   

  
	
   

  	
  Assistant
  Secretary

  	
   

  	
   Senior Vice
  President

  
						



 


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