Form of Restricted Stock Award to Interim CEO

Grant of Restricted Stock.  SpartanNash hereby grants to you the number of Shares of Restricted Stock specified in the grant summary above for no cash consideration.  The Restricted Stock shall be subject to the terms and conditions in this Agreement and the Plan. You acknowledge receipt of a copy of the Plan Prospectus.  The date of grant shall be as specified on your individual grant summary above (“Grant Date”).

Vesting of Restricted Stock.  The Restricted Stock is subject to the following transfer and forfeiture conditions (the “Restrictions”), which will lapse, if at all, on November 5, 2020 or the earlier date described in Section 3 below.  Except as otherwise provided in the Plan or this Agreement, neither the Shares of Restricted Stock nor any dividends paid on such Shares of Restricted Stock, may be sold, assigned, hypothecated or transferred (including without limitation, transfer by gift or donation) until the applicable vesting date provided below (the “Restricted Period”). If the application of the vesting percentages below results in the vesting of a fractional Share of Restricted Stock, the number of Shares vested shall be rounded to the nearest whole number.

Accelerated Vesting.

Upon termination of your employment within the Restricted Period by reason of a Qualifying Termination (as defined below), the Restricted Stock shall vest on a prorata basis, and such vested Restricted Stock shall no longer be subject to forfeiture.  In such event, the Restricted Period shall end upon such termination of employment with respect to the vested Restricted Stock, and the unvested Restricted Stock shall be forfeited. The prorata vesting shall be determined by multiplying the number of shares of Restricted Stock by a fraction, the numerator of which is the number of days on and after the Grant Date through the date of termination, and the denominator of which is [28] [29] [30]¹ (but not to exceed 100% vesting).

A “Qualifying Termination” means a termination of employment before November 5, 2020 on account of (i) termination by the Company without Cause (as defined in the Employment Agreement), (ii) termination by you for Good Reason (as defined in the Employment Agreement), (iii) termination on the date that is 30 days following the date on which a new Chief Executive Officer of the Company commences employment with the Company, (iv) termination by the Company on account of your Disability (as defined in the Employment Agreement), or (iv) termination on account of your death.

In the event of a Change in Control (as defined in the Plan), if this Award Agreement is not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board, then the Shares of Restricted Stock shall immediately become fully vested and delivered to you.  

Non‑Compete Restrictions.  As a condition of and in consideration for receiving this Restricted Stock Award, you agree to comply with the restrictive covenants regarding non‑competition, non‑solicitation and other matters set forth in your Employment Agreement.

Miscellaneous.

You shall have the right to vote the Shares of Restricted Stock.  During the Restricted Period, you will accrue dividend equivalent amounts equal in value to the dividends you would have received in the absence of any Restrictions.  The dividend equivalents, and any other non‑cash dividends or distributions paid, with respect to a given Share of unvested Restricted Stock shall be subject to the same Restrictions as those relating to that Share of Restricted Stock granted under this Agreement.  After the Restricted Period ends with respect to that Share of Restricted Stock, you will receive cash equal to the value of the dividend equivalents that were accrued with respect to that Share, and you will have all shareholder rights, including the right to transfer the Share, subject to such conditions as SpartanNash may reasonably specify to ensure compliance with federal and state securities laws.  If and to the extent that the unvested Restricted Stock is forfeited, the related dividend equivalents will be forfeited.

Shares of Restricted Stock issued hereunder shall at all times remain subject to any SpartanNash recoupment or recovery policy, as well as any policy on hedging and pledging, as such policies may be amended from time to time.

Shares of Restricted Stock shall be evidenced by appropriate entry on the books of SpartanNash or a duly authorized transfer agent of SpartanNash (without a paper certificate).

Neither the Plan nor this Agreement shall (i) be deemed to give you a right to remain an employee of SpartanNash, (ii) restrict the right of SpartanNash to discharge you, with or without cause, or (iii) be deemed to be a written contract of employment.

In order to provide SpartanNash with the opportunity to claim the benefit of any income tax deduction which may be available to it and in order to comply with all applicable laws or regulations, SpartanNash may take such actions as it deems appropriate to ensure that, if necessary, all required federal, state, local or foreign payroll, employment, income or other withholding taxes are withheld or collected from you (“Tax‑Related Items”).  Unless the Committee determines otherwise, such withholding shall be accomplished by withholding of Shares that would otherwise be released upon vesting having a Fair Market Value equal to the Tax‑Related Items.

SpartanNash, in its sole discretion, may decide to deliver any documents related to the Restricted Stock or other awards granted to you under the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on‑line or electronic system established and maintained by SpartanNash or a third party designated by SpartanNash.  The third party administrator may send user ID, password and trading PIN information to new participants directly via regular mail.

This Restricted Stock grant shall be effective only after you agree to the terms and conditions of this Agreement.  You shall not disclose either the contents or any of the terms and conditions of the Restricted Stock to any other person and agrees that SpartanNash shall have the right, in its sole discretion, to immediately terminate the Restricted Stock in the event of such disclosure.

This Agreement shall be construed under and governed by the internal laws of the State of Michigan without regard to the application of any choice‑of‑law rules that would result in the application of another state’s laws.  In any action brought by SpartanNash under or relating to this Agreement, you consent to exclusive jurisdiction and venue in the federal and state courts in, at the election of SpartanNash, (i) the State of Michigan and (ii) any state and county in which SpartanNash contends that you have breached this Agreement.  In any action brought by you under or relating to this Agreement, SpartanNash consents to the exclusive jurisdiction and venue in the federal and state courts of the State of Michigan, County of Kent.

The invalidity or enforceability of any provision of the Plan or this Agreement will not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement will be severable and enforceable to the extent permitted by law.