**Exhibit 10.10**

 

**NON-STATUTORY STOCK OPTIONAGREEMENT**

 

**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 DirectorStock Option Plan, as amended (the “Plan”), each non-employee director of theCompany automatically receives, immediately following each annual meeting ofthe stockholders of the Company, an annual grant of an option to purchase 5,000shares 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.

 

TheCompany hereby grants to the Optionee the right, privilege, and option (the “Option”)to purchase **Five Thousand (5,000) shares** (the “OptionShares”) 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 theOption shall be **$                **.

 

III.         DURATION OF OPTION AND TIME OF EXERCISE.

 

A.                                   Initial Period of Exercisability.  TheOption shall become exercisable with respect to the Option Shares six monthsafter the Date of Grant, but in no event shall this Option be exercisableafter, and this Option shall become void and expire as to all unexercisedOption 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 asa director is terminated due to death or Disability (as such term is defined inthe Plan), this Option will immediately become exercisable in full, to theextent not already exercisable, and will remain exercisable for one year fromthe date of such termination of service (but in no event after the Time ofTermination).

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### **(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 becomeexercisable in full, to the extent not already exercisable, and will remainexercisable until the Time of Termination.

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

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### **(iv)**                              If the Optionee’s service as adirector 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 suchtermination of service to the extent this Option was exercisable as of suchtermination of service (but in no event after the Time of Termination).**

 

IV.         MANNER OF OPTION EXERCISE.

 

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

 

V.             BINDING EFFECT.

 

ThisAgreement shall be binding upon the heirs, executors, administrators andsuccessors of the parties hereto.

 

VI.         GOVERNING LAW.

 

ThisAgreement and all rights and obligations hereunder shall be construed inaccordance with the Plan and governed by the laws of the State of Minnesota.

 

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

 

 
| **NASH  FINCH COMPANY**  | **OPTIONEE:** |
|--------------------------|---------------|
|                     |          |
|                     |          |
| By:                      |          |   |   |   |
| Ron Marshall             | [Name]        |
| Chief Executive  Officer |          |
|                          |               |  |  |  |

 

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