EX-10.3 4 sptn-ex103_87.htm EX-10.3

EXHIBIT 10.3

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’s Common Sto ck described above under the Compan y’s S tock I n centive Plan of

2015 (the “P la n”). By a ccepti ng this grant, you agree that the r estricted stock is subject to the terms and conditions of this letter and the Plan (which are incorpor a t ed into this letter by referenc e). 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 Gran t. SpartanNash grants to you shares of Company Common Stock, no par valu e, all of which are subje ct to re stricti ons imposed under this letter and the Plan (the “R e st r i c t e d S to c k”). This grant of Restricted Stock shall not conf er a ny ri ght to you to be g r anted Restricted 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 subje ct 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 Re stric t ed Stock is subject to the Restrictions imposed by the Plan a nd 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 g uardian, or y our legal re presentative.

b. Any shares of Restricted Stock for which the Restrictions have not lapsed will autom ati cally be forfeit ed without consid era tion upon the termination of your empl o yment with SpartanNash for a ny re ason other than death, Disability or Retir ement. Upon the termination of your empl o yment with SpartanNash due to your death, Disability or Retirement, the Restrictions appli cable to a ny shares of Restricted Stock will lapse in a ccord ance with the appli cable provisions set forth in p aragraphs (2) or (3) und er L apse of Restrictions below. Notwithstanding the for e goin g, the Committee (as defined in the Plan) reserv es the ri ght, in its sole discretion, to waive the Restrictions remaining on a ny or all such sh ares of Restricted Stock at the time of termination of empl o yment.

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 a ted 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 re main continuously empl o yed by SpartanNash, 25% of the shares of Restricted Stock will vest and the Restrictions will lapse with respect to such shares of Restricted Stock on the Vesting Day set forth above in each of the next four years.

b. Notwithstanding a n ythi ng to t he contr a ry in this letter, upon termination of y our empl o yment with SpartanNash due to your d eath or Disability (as defined in the Plan) during the Restricted P eriod, the Restrictions applic able to a ny sh a r es of Restri cted Stock will lapse autom ati cally and the Restricted Stock will vest and no long er be subject to forfeitur e.

c. Notwithstanding an ythi ng to t he contrary in this letter, upon termination of y our empl o y ment with SpartanNash due to your Retirement (as defined in the Plan) during the Restricted Period, if y ou continue to comply with your non-competition obli gations under parag raph 2(c) above, the Restrictions applicable to any shares of Restricted Stock will lapse and the shares will continue to vest in accordance with the terms of the Plan and this letter.

d. Notwithstanding a n ythi ng to the contra ry in this letter or a ny a g r eement between you and the Compan y, if a Change in Control (as defined in the Pl an) occurs at a ny time during the Restricted P eriod and prior to your ter mination of empl o y m ent, the Restrictions will be treated in a ccord ance with S ection 9 of the Pl a n.

4. Sh a re h ol d e r Rig h t s. During the Restricted P eriod, you will have all voting, dividend, liquidation, and other rights with r espe ct to the Restricted Stock held of re c ord by you as if you h eld unr estrict ed Common Stock. 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 will have all shareholder ri ghts, including the right to tr ansfer 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, and 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 repr esent and warr ant that you are acquiring the Restricted

Stock for your own account and investment a nd without a ny intent to resell or distribute the

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R e strict e d S tock. You w i l l not r e s e ll or dis t ribu t e the R e strict e d S tock a ft e r a n y R e str i c ted P e riod e x ce pt in c omp l ian c e w i t h su c h c ondi t ions a s S p a rt a nN a sh m a y r ea so n a b l y sp e c i f y to e nsure c omp l ian c e with f e d e r a l and st a te s ec u rities la w s.

7. With h ol d i n g. SpartanNash is entitl ed to: (1) withhold and dedu ct from your future wa g es (or from other amounts that may be due and owing to you from SpartanNash), or make other a rra ngements for the coll ection of, all legally required amounts ne cess a ry to satisfy a ny and all fe d eral, st ate, loc al and fore i gn withholding and empl o yment-re l ated tax requir ements attributable to the a w ard of Restricted Stock, or (2) require you promptly to remit the amount of such withholding to SpartanNash b efore taking a ny action with r esp ect to the Restricted Stock. Upon your written authoriz ation, withholding may be satisfied by withholding Common Stock to be rele ased upon v esting of and lapse of restri ctions with respect to shares of the Restricted Stock or by d elive ry to Sparta nNash of pr eviously own ed Common Stock.

8. Bi nd i n g E f f ec t; A m e nd me nt. 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. Cla w b a c k. This award is subject to the Compan y’s “claw b ac k” poli cy providing for the re cov e ry of incentive compensation that the Compan y, or as may be required und er appli cable law, rule or re gulation.

10. P r o h i b ition on Hedg i n g or P l e d gi ng. 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.

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

a. Your award is 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 right to impose such restrictions on any shares acquired pursuant to this letter, as it may deem advisable. The Committee is authoriz ed to administer, interpret, and make all determinations necessary or appropriate to the administration of the Plan and this letter, all of which shall be binding upon you. The B oard may terminate, amend, or modi fy the Plan in accorda nce with the terms of the Plan. To the extent not preempted by fe deral law, this letter shall be governed b y, and construed in accordance with, the laws of the state of Michi gan.

b. Morgan Stanley is the third party stock option administrator for the SpartanNash plan. If you are a new participant, a user ID, password and tr ading P IN will be sent to your home address via regul ar mail directly from Morg an Stanle y. You will be able to access information re g arding y our grants, including v esting status, online trading and more.

c. If you have any questions about your award, or need a copy of the Plan, please send an email request to R yan De B oer (r y a n.d e bo e r@sp a rt a n n a sh.c o m).

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12. A cce p tan c e; Ag r e e me n t. By ac c epting this award, you a g r ee to be bound by all of the terms and conditions of the Compan y’s Long Term Incentive Plan (“L T I P”), including the Post-Emplo yment Comp etition Ag r eement set for th on Exhibit A to the L TIP. A copy of the L T I P, including a copy of the Post-Emplo yment Comp etition Ag r eement, has b een made avail able to y ou throu gh HR S elf-Service.

Ve ry truly yours,

/s/ David M. Staples

David M. Staples

President & Chief Ex ec utive Officer

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