EX-10.2 3 sptn-ex102_86.htm EX-10.2

EXHIBIT 10.2

Restricted Stock Award - Fiscal Year Ending Dec e m ber 28, 2019

I am plea s ed to inform you that SpartanN a sh Compan y, a Michigan corporation, (“SpartanN ash” or the “Compan y”) has g r anted to you the number of restricted shares of SpartanNash Common S tock described above under the Compan y’s Stock Inc entive Plan of 2015 (the “P la n”). By a c cepting this grant, you a g r ee that the r estricted stock is subject to the terms and conditions of this lett er and the Plan (which a re incorporated into this l ett er by r efere n ce). If there is a ny conflict betw een the terms of the Plan and this letter, the terms of the Plan will control.

1. R e st r i c t e d S to c k G r a n t. SpartanNash grants to you shares of the Compan y’s Common Stock, no par v alue, all of which a re subject to r estrictions imposed under this letter and the Plan (the “R e st r i c t e d S to c k”). This grant of R estricted Stock shall not confer a ny ri ght to you to be g r anted Restrict ed Stock or other a w ards in the future under the Plan.

2. R e st r i c tion s. The Re stricted Stock is subject to the following tr ansfer and forfeiture conditions (“R e st r ic t io ns”), which will lapse, if at all, as d escribed in the “L apse of Restrictions” section below. The period during which Restrict ed Stock is subject to the Restrictions imposed by the Plan and under this letter is referr ed to in this lett er as the “R e st r i c t e d P e r io d.”

(a) Until the Restrictions lapse as set forth in para gra phs (a), (b), (c) or (d) under Lapse of Restrictions below, the Restricted Stock generally is not transferable by you except by will or according to the laws of descent and distribution. All ri ghts with respect to the Restricted Stock are exercisable during your lifetime only by y ou, your guardian, or y our legal re presentative.

(b) Any shares of Restricted Stock for which the Restrictions have not lapsed will automatically be forfeited without consideration upon the termination of your service as a director of SpartanNash for a ny reason, except as otherwise provided in this letter.

(c) If you enter into Competition (as defined in the Plan) with SpartanNash, all shares of Restricted Stock still subject to Restrictions will automatically be forfeited without consideration. The Committee (as defined in the Plan) or officers desig n ated by the Committee have absolute discreti on to determine whether you have entered into Competition with SpartanNash.

3.La p se of R e st r ic t io n s.

(a) Except as otherwise provided in this letter, and so long as you continue as a director of SpartanNash, the Restrictions imposed on the Restricted Stock shall lapse on March 1,

2020.

(b) Notwithstanding a n y th i n g to t h e c ont r a r y in th i s lette r, upon t e rm i n a t i on of y o ur s e rvi c e a s a dir e c tor of S p a rt a n N a sh due to y o ur d ea th or disabili t y, the R e strictions a ppl i ca ble to a n y sh a r e s of R e strict e d S tock will lapse a ut o matic a l l y a nd the R e stri c ted S tock will v e st a nd no lon g e r b e subj ec t to f o r fe i t ur e. F or pur p o s e s of th i s letter y ou would be d ee med to be “di s a bled” if, b y re a son of a c c ident, p h y sic a l i l lness or ment a l i l lness, y ou a re un a ble to ful f i l l y our norm a l r e spons i bi l i t ies a s a dir e c tor of S p a rt a n N a sh for a c ont i nuous p e riod of 180 d a y s.

(c) Notwithstanding a n ythi ng to the contra ry in this letter, the Restrictions imposed on the Restricted Stock will lapse, and the Restricted Stock will vest and no long er be subject to forfeiture, if during the Restricted P eriod, you have b een a dire ctor for at least ten y e ars, and you no longer continue as a director with SpartanNash for a ny rea son e x cept removal for C ause.

(d) Notwithstanding an ythi ng to the contrary in this letter or the Plan, if you cease to be a director of SpartanNash for any reason other than removal for Cause following a Change in Control (as d efined in the Plan), then the Restrictions imposed on the Restricted Stock will lapse, and the Restricted Stock will vest and no longer be subject to forfeiture in accordance with the terms of the Plan.

4. Sh a re h ol d e r Rig h t s. During the Restricted P eriod, you shall ha ve a ll voting, dividend, liquidation, and other rights with r espe ct to the Restricted Stock held of re c ord by you as if you held unr estricted Common Stock; pro v i d e d, how eve r, that the unvested portion of a ny Restricted Stock a w ard shall be subject to a ny r e strictions on transferability or risks of for f eiture imposed pursuant to this letter or the Plan. Any non-cash dividends or distributions paid with respect to unvested Restricted Stock shall be subj ect to the same restri ctions as those re l ating to the Restricted Stock g r a nted to you under this letter a g r eement. After the Restrictions appli cable to the Restricted Stock lapse, you shall ha ve all shareholder ri ghts, including the ri ght to transfer the shares, subject to such conditions as SpartanNa sh may re ason ably spe cify to ensure compliance with fede r al and state securities laws.

5. Unc er ti f ica te d Sh a re s. Your shares of Restricted Stock are being issued without a paper c ertificate. The Restricted Stock will be registered in your name in SpartanNash’s books and records and refle cted on the account stat ements issued to you by Morgan Stanley (or oth er financial int ermedia r y). The Company is formed under the laws of the State of Michi g an. The Company will furnish to y ou upon r equest and without cha rge a full st a t ement of the desi gnation, relative rights, prefe r enc es, and limitations of the shares of each class authoriz ed to be issued, the designation, relative ri ghts, pre f ere n ces, and limitations of e ach s eries so far as the s ame h ave b een prescribed, and the authority of the SpartanNash’s Board of Directors to designate and pre s cribe the relative ri ghts, prefe r ences, a nd limitations of other seri es. If you ha ve a ny questions, plea se contact the Compan y’s Director of B e n efits.

6. C er ti f ica t io ns. You r e present and wa rrant that y ou are acquiring the Restricted Stock for your own a ccount and investment a nd without a ny int e nt to resell or distribute the Restricted Stock. You sh all not resell or distribute the Restricted Stock after a ny Restricted P eriod e x cept in compliance with such conditions as SpartanNash may r eason ably spe cify to ensure compliance with fe d e r al and state sec urities laws.

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7. With h ol d i n g. B e c ause y ou are a non-empl o y ee director, SpartanN ash will not make a ny provision for the withholding of f ede r al, state, or loc al tax es in connection with the g r ant or vesting of the Restricted Stock. SpartanNash will provide you with a completed IRS Form 1099 reporting non-empl o y ee compensation and c erta in other p a yments made to you by SpartanNash for your service as a dire ctor, including pa yments in connection with the Restricted Stock. You are r esponsible for your t ax obli g ations in connec tion with the grant and vesting of the Restricted Stock, and SpartanNash r ecomm ends that you consult with your tax advisor.

8. Bi nd i n g E f f ec t; A m e nd me n t. This letter and the Plan shall be binding upon, and shall inure to the b enefit of, the parties hereto and their resp ective h eirs, suc cessors and permitt ed assi gns. This letter a greement shall not be modified e x cept in a writing e x ecuted by you and SpartanNash.

9. P r o h i b ition on Hedg i n g or P l e d gi n g. This award is subject to the Compan y’s policy prohibiting pl e d ging of the Compan y’s stock and tr ansa ctions that are desi gned to h e d ge or offset declines in the m a rket value of the Compan y’s stock.

10.M isc e l l a n e o u s.

(a) This letter and your rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the ri ght to impose such restrictions on any shares acquired pursuant to this letter, as it may deem advisable, includin g, without limitation, restrictions under applicable federal securities laws, und er the requirements of any stock exchange or mark et upon which such shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such shares. It is expressly understood that the Committee is authori zed to administer, construe, and make all determinations necessa ry or appropriate to the administration of the Plan and this letter, all of which shall be binding upon you.

(b) The Board may terminate, amend, or modify the Plan in accorda nce with the terms of the Plan.

(c) You agree to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercisi ng your ri ghts under this letter. This letter shall be subject to all applicable laws, rules, and regulations, Nasdaq Marketplace Rules, and to such approvals by any governmental a gencies, The Nasdaq Stock Market or any other national securities exchan ges as may be required.

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(d)To the e x tent not pr e e mp t e d b y f e d e r a l la w, th i s letter sh a ll be g ov e r n e d b y, a nd c onstru e d in a cc or da n c e with, t he la w s of t h e state of Mi c higan.

Ve ry truly yours,

/S/ David M. Staples

David M. Staples

President & Chief Ex ec utive Officer

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