**Exhibit 10.19**

 

**RESTRICTED STOCK UNIT AWARDAGREEMENT**

 

**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 StockIncentive Plan, as amended (the “Plan”), and resolutions adopted by the Boardof the Company as of December 31, 2003, each non-employee director of theCompany is to automatically receive, immediately following each annual meetingof the stockholders of the Company, an annual grant of Performance Units (asdefined in the Plan) having an initial value of $30,000.00.  Each capitalized term used but not defined inthis Agreement shall have the meaning assigned to that term in the Plan.

 

The Director is a non-employee director of theCompany, and entitled to receive an annual grant of Performance Units on theterms and conditions contained in this Agreement and the Plan.  In this Agreement, the term “Restricted StockUnits” will be used to refer to the Performance Units granted to the Directorpursuant 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 aRestricted Stock Unit award (the “Award”) consisting of                                 Restricted Stock Units.  The RestrictedStock Units subject to this Award, together with all other Restricted StockUnits 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 ofthis Agreement in shares of Common Stock. The number of Restricted Stock Units comprising this Award has beendetermined by dividing $30,000.00 by the Fair Market Value of a share of CommonStock as of the Date of Grant.  ThisAward is subject to the terms and conditions set forth in this Agreement and inthe Plan.  Each reference in thisAgreement to Restricted Stock Units subject to this Award will be deemed toinclude not only the number of Restricted Stock Units referenced above, butalso any additional Restricted Stock Units granted with respect theretopursuant to Sections 4.1 and 4.2, or other securities issued with respectthereto pursuant to Section 4.2.

 

**2.****                                     ****Settlement of Restricted StockUnits and Distribution of Shares.**

 

Subject to the provisions of Sections 3 and 5, assoon as administratively practicable following the date that is six monthsafter the date the Director’s service as a director of the Company ends, theCompany shall distribute to the Director, in full settlement of all RestrictedStock Units in the Director’s Account, one share of Common Stock for eachRestricted Stock Unit.  For purposes ofsuch settlement, the number of Restricted Stock Units will be rounded to thenearest whole Restricted Stock Unit, with any fractional Restricted Stock Unitless than 0.5 disregarded.  The number ofRestricted Stock Units with respect to which shares of Common Stock will bedistributed will include additional Restricted Stock Units granted pursuant to Section 4.1with respect to any cash dividend declared with a record date prior to the datethe Director’s service as a director of the Company ends.  If the Director dies before all 

 

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RestrictedStock Units credited to the Director’s Account have been settled in shares ofCommon Stock, all remaining Restricted Stock Units shall be settled and theunderlying shares of Common Stock shall be delivered to the beneficiarydesignated 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 ofthe Company ends for any reason other than death or Disability within sixmonths of the Date of Grant, the Restricted Stock Units subject to this Awardwill be forfeited and this Award will be of no further force or effect.

 

**3.2****                              ****Death or Disability**.  Ifthe Director’s service as a director of the Company ends because of theDirector’s death or Disability, the Restricted Stock Units subject to thisAward will immediately vest in full and be settled as soon as administrativelypracticable 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 arecord date for a cash dividend declared by the Company’s Board occurs prior tothe date the Director’s service as a director of the Company ends, the Directorwill be granted additional Restricted Stock Units pursuant to this Section 4.1.  As of the first day of each calendar quarterimmediately 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 theCompany ends), the Director will be granted that number of additionalRestricted Stock Units determined according to the following formula:

 

Cash dividend per share  x Number of Restricted Stock Units

 

Fair Market Value

 

For purposes of thisformula:

 

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

•                  “Number of Restricted Stock Units” means theaggregate number of Restricted Stock Units held by the Director as of thatrecord date; and

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

 

Anyadditional Restricted Stock Units granted under this Section 4.1 will besettled in the manner described in Section 2, and will otherwise besubject to the provisions of Section 3 and the other terms and conditionsof this Agreement and the Plan.

 

**4.2****                              ****Adjustments for OtherDistributions 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) orany other similar change in the corporate structure or shares of the Companyoccurs, the Committee (or, if the Company is not the surviving corporation inany such transaction, the board of directors of the surviving corporation), inorder to prevent dilution or enlargement of the rights of the Director, willmake appropriate adjustment (which

 

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

 

**5.****                                     ****Change in Control.**

 

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

 

**6.****                                     ****Beneficiary Designation.**

 

Director shall have the right, at any time, todesignate any person or persons as beneficiary or beneficiaries to receive theDirector’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 StockUnits will be made to such beneficiary or beneficiaries.  The Director shall have the right to changehis or her beneficiary designation at any time. Each beneficiary designation shall become effective only when filed inwriting with the Company during the Director’s life on a form prescribed by orapproved by the Company.  If the Directorfails to designate a beneficiary as provided above, or if all designatedbeneficiaries die before the Director, then the beneficiary shall be theDirector’s estate.

 

**7.****                                     ****Subject to the Plan.**

 

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

 

**8.****                                     ****Miscellaneous.**

 

**8.1****                              ****Binding Effect.**  ThisAgreement will be binding upon the heirs, executors, administrators andsuccessors of the parties hereto.

 

**8.2****                              ****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,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 tothe exclusive jurisdiction of the court for this purpose.

 

**8.3****                              ****Entire Agreement.**  ThisAgreement and the Plan set forth the entire agreement and understanding betweenthe parties hereto with respect to the grant of the Restricted Stock Unitshereunder and the administration of the Plan, and supersede all prioragreements, arrangements and understandings relating to the grant of theRestricted Stock Units hereunder and the administration of the Plan.

 

**8.4****                              ****Amendment and Waiver.**  Otherthan as provided in the Plan, this Agreement may be amended, waived, modifiedor canceled only by a written instrument executed by the parties hereto or, inthe case of a waiver, by the party waiving compliance.

 

The parties hereto have executed this Agreementeffective 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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