-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, We9SBvV748b30LppLL3E6Saqa13zs+z+754+izsq5lHVtHftGqV8XOqFVvmoepxT F5SrL25qic5ttJgRT8jJEA== 0000905729-07-000212.txt : 20070521 0000905729-07-000212.hdr.sgml : 20070521 20070521170348 ACCESSION NUMBER: 0000905729-07-000212 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070518 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070521 DATE AS OF CHANGE: 20070521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPARTAN STORES INC CENTRAL INDEX KEY: 0000877422 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 380593940 STATE OF INCORPORATION: MI FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31127 FILM NUMBER: 07868568 BUSINESS ADDRESS: STREET 1: 850 76TH ST SW STREET 2: P O BOX 8700 CITY: GRAND RAPIDS STATE: MI ZIP: 49518 BUSINESS PHONE: 6168782000 MAIL ADDRESS: STREET 1: 850 76TH ST SW STREET 2: PO BOX 8700 CITY: GRAND RAPIDS STATE: MI ZIP: 49518 8-K 1 sptnst8k_052107.htm SPARTAN STORES, INC. FORM 8-K - 05-21-07 Spartan Stores Form 8-K - 05/21/07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 18, 2007

SPARTAN STORES, INC.
(Exact name of registrant as
specified in its charter)

 

Michigan
(State or other jurisdiction
of incorporation)

000-31127
(Commission
File Number)

38-0593940
(IRS Employer
Identification no.)

 



850 76th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan

(Address of principal executive offices)

 


49518-8700
(Zip Code)

 

Registrant's telephone number,
including area code:  (616) 878-2000


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).







Item 5.02

Compensatory Arrangements of Certain Officers

(e)          Executive Compensation.

          On May 18, 2007, the Board of Directors of the Company approved stock option grants and restricted stock awards to certain key employees under the Company's Stock Incentive Plan of 2005, including the following grants and awards to the Chief Executive Officer and other executive officers:

 


 


Number of
Restricted Shares Granted


Number of
Options Granted


 

 

 

 

 

 

 

Craig C. Sturken

37,000

29,000

 

 

 

 

 

 

 

Dennis Eidson

13,600

10,600

 

 

 

 

 

 

 

David M. Staples

9,600

7,500

 

 

 

 

 

 

 

Theodore C. Adornato

6,300

4,900

 

 

 

 

 

 

 

Alex J. DeYonker

6,300

4,900

 

 

 

 

 

 

 

Derek Jones

6,300

4,900

 

 

 

 

 

 

 

Thomas A. Van Hall

4,400

3,400

 

          The Stock Incentive Plan of 2005 permits the Company to grant options to participants pursuant to Stock Option Agreements and permits the Company to award restricted stock to participants pursuant to Restricted Stock Agreements, subject to the terms and conditions of the Plan. A form of Stock Option Grant and a form of Restricted Stock Award for Executive Officers are attached hereto as Exhibits 10.1 and 10.2 and are incorporated by reference herein.

          Restricted Stock Awards to Outside Directors.

          On May 18, 2007, the Board of Directors of the Company approved the award of 1,491 shares of restricted stock and 1,186 stock options to each outside director under the Company's Stock Incentive Plan of 2005. This award is part of the Company's previously disclosed annual compensation program for directors. A form of Stock Option Grant and Restricted Stock Award for outside directors are attached hereto as Exhibits 10.3 and 10.4 and are incorporated by reference herein.

          Total Awards to Employees and Outside Directors.

          Overall, on May 18 the Board of Directors approved awards of a total of 159,447 shares of restricted stock and 91,302 stock options to Company employees and outside directors



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(including the awards to executive officers and directors reported above) under the Company's Stock Incentive Plan of 2005. For employees, restricted shares vest ratably over a five-year period, and stock options vest ratably over a four-year period; for outside directors, shares and options vest ratably over a three-year period, all subject to the terms and conditions of the plan.


Item 9.01

Financial Statements and Exhibits.

 

 

 

(d)

Exhibits:

 

 

 

 

 

10.1

Form of Stock Option Grant to Officers.

 

 

 

 

 

 

10.2

Form of Restricted Stock Award to Officers.

 

 

 

 

 

 

10.3

Form of Stock Option Grant to Outside Directors.

 

 

 

 

 

 

10.4

Form of Restricted Stock Award to Outside Directors.








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SIGNATURES

                    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date:  May 18, 2007

SPARTAN STORES, INC.

 

 

 

 

 

 

 

By

/s/ David M. Staples


 

 

David M. Staples
Executive Vice President and Chief Financial
Officer






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EXHIBIT INDEX

Exhibit
Number

 


Document

 

 

 

10.1

 

Form of Stock Option Grant to Officers.

 

 

 

10.2

 

Form of Restricted Stock Award to Officers.

 

 

 

10.3

 

Form of Stock Option Grant to Outside Directors.

 

 

 

10.4

 

Form of Restricted Stock Award to Outside Directors.

EX-10.1 2 sptnstex101_052107.htm SPARTAN STORES, INC. EXHIBIT 10.1 TO FORM 8-K Spartan Stores, Inc. Exhibit 10.1 to Form 8-K - 05/21/07

Exhibit 10.1


Option No.:  NQ-______________________

Grantee:  _____________________

   

Grant Date:  May 18, 2007

Date First Exercisable:  May 18, 2008

   

Expiration Date:  May 18, 2017

Number of Shares:  ______________

   

Exercise Price Per Share:  $28.28



Dear ______________:

 

Re:

Stock Option Grant-2007


                    I am pleased to inform you that Spartan Stores, Inc., a Michigan corporation, ("Spartan") has granted to you under the Spartan Stores, Inc. Stock Incentive Plan of 2005 (the "Plan") the option to purchase the shares of Spartan's Common Stock described above (the "Option"). By accepting this grant, you agree that the Option and shares to be issued upon exercise of the Option are subject to the terms and conditions of this letter and the Plan (which are incorporated into this letter by reference). If there is any conflict between the terms of the Plan and this letter, the terms of the Plan will control.

                    Grant of Nonqualified Option. Spartan grants to you an option to purchase the number of shares of Spartan Common Stock set forth above. This Option is a non-qualified option and is not intended to be an incentive stock option as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended. This grant of an Option shall not confer any right to you to be granted an Option or other awards in the future under the Plan.

                    Term and Vesting. Your right to exercise the Option according to its terms shall commence on the "Date First Exercisable" shown above and shall terminate on the "Expiration Date" shown above, unless earlier terminated under this letter or the Plan. Your right to exercise the Option shall vest over a four-year period as follows: twenty-five percent (25%) of the shares covered by this Option under this grant shall vest on the "Date First Exercisable", and twenty-five percent (25%) of such shares shall vest on each of the first, second and third anniversaries of the "Date First Exercisable," in each case rounded to the nearest whole number of shares.

                    Purchase Price; Payment. The price per share of the shares of Common Stock to be purchased upon exercise of the Option shall be the "Exercise Price Per Share" set forth above, subject to adjustment as provided in the Plan. In exercising the Option, you shall pay the exercise price (1) in cash, (2) by check payable to the order of Spartan Stores, Inc., (3) if the Committee (as defined in the Plan) consents, in the form of tendering for surrender previously acquired shares of Spartan Common Stock you have owned for at least six months (such shares to be valued at their Market Value (as determined under the Plan) at the time of delivery to Spartan) that have an aggregate Market Value at the time of exercise equal to the total exercise price of the shares purchased or (4) any combination of the foregoing. For the avoidance of doubt, in the event you choose to pay the purchase price by tendering for sur render previously




owned shares, the number of shares issued to you upon the exercise of the Option shall be the net of the shares surrendered.

                    Exercise of Option. You may exercise the vested and exercisable portion of this Option, in whole or in part, by an executed notice of exercise, which shall be effective upon receipt by Spartan's Benefits Manager or his or her designee or successor at Spartan's main office, accompanied by full payment (as set forth above) of the option price; provided, however, that no exercise may occur subsequent to the close of business on the "Expiration Date". The notice shall be signed by you or your legal representative and shall set forth the number of shares to be purchased and shall indicate your instructions with respect to a reasonable time and place for delivery of certificates for the shares. Upon payment of the purchase price and any required withholding amount, unless the Board has authorized the issuance of shares without certificates, Spartan will deliver a certificate or certificates for such shares; < U>provided, however, that delivery may be postponed for such period as may be required for Spartan with reasonable diligence to comply with any registration requirements under any securities laws or any other laws or regulations applicable to the issuance, listing or transfer of such shares, or any agreements or rules of the Nasdaq Stock Market. If you fail to accept delivery of and pay for all or any of the shares specified in the notice upon tender or delivery of the shares, your right to exercise the Option with respect to such undelivered shares will terminate; however, your remaining Options not yet exercised or terminated shall continue in force.

                    Termination of Employment. If your employment with Spartan terminates, you may exercise the Option as set forth below; provided, however, that in no event may you exercise the Option beyond the Expiration Date set forth above:

                    (1)          Death or Disability. In the event of termination of your employment due to your death or Disability (as defined in the Plan), for a period of twelve months following the termination of employment, you (or the representative of your estate, in the case of death) may exercise any or all of the then-unexercised portion of the Option to the extent vested at the time of the termination. The unvested portion of the Option will be forfeited.

                    (2)          Retirement. In the event of your Retirement (as defined in the Plan), you may exercise any or all of the then unexercised portion of the Option to the extent vested at the time of the Retirement in accordance with the terms of this letter, and the unvested portion of the Option shall continue to vest and be exercisable in accordance with the terms of this letter.

                    (3)          Termination by Spartan. In the event of termination of your employment by Spartan for any reason, effective as of the date of the termination of employment: (a) you will have no further right to exercise the vested portion of the Option and (b) the unvested portion of the Option will be forfeited.

                    (4)          Termination by You. In the event of termination of your employment by you for any reason:  (a) for a period of three months following the termination of employment, you may exercise any or all of the then unexercised portion of the Option to the extent vested at the time of the termination and (b) the unvested portion of the Option will be forfeited.



- -2-


                    (5)          Change in Control. In the event of a Change in Control (as defined in the Plan), the Option shall vest and be exercisable in accordance with the terms of the Plan.

                    Non-transferability of Option. This Option or any rights therein shall not be sold, exchanged, assigned, or otherwise transferred or pledged or otherwise encumbered in whole or in part, except by will or the laws of descent or distribution, and is exercisable during your lifetime only by you or your guardian or legal representative. If any sale, exchange, assignment, transfer, pledge or encumbrance of this Option or any rights therein shall be made or attempted, or if any attachment, execution, garnishment or lien shall be issued against or placed upon this Option, this Option shall be void and of no further effect.

                    Certifications. You represent and warrant that (1) you are acquiring this Option for your own account and investment and without any intent to distribute any shares upon exercise of the Option and (2) you have been furnished and have read the most recent Annual Report to Shareholders of Spartan and the Plan Description relating to the Plan. You shall not resell or distribute the shares received upon exercise of the Option except in compliance with such conditions as Spartan may reasonably specify to ensure compliance with federal and state securities laws.

                    Beneficiary Designation. You may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this letter is to be paid in the case of your death prior to receipt of any or all of such benefit. Each such designation shall revoke all prior designations made by you, shall be in a form prescribed by the Committee, and will be effective only when filed by you in writing with the Vice President Human Resources of Spartan or his or her successor during your lifetime. In the absence of any such designation, benefits remaining unpaid at your death shall be paid to your estate.

                    Withholding. Spartan is entitled to:  (1) withhold and deduct from your future wages (or from other amounts that may be due and owing to you from Spartan), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, local and foreign withholding and employment-related tax requirements attributable to the Options, or (2) require you promptly to remit the amount of such withholding to Spartan before taking any action with respect to the Options. Withholding may be satisfied by withholding Common Stock to be delivered upon vesting and exercise of the Options or by delivery to Spartan of previously owned Common Stock.

                    Rights as a Shareholder. You shall have no rights as a shareholder of Spartan with respect to the shares subject to this letter until such time as the purchase price has been paid and the shares have been issued and delivered to you.

                    Binding Effect; Amendment. This letter agreement and the Plan shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs,



- -3-


successors and permitted assigns. This letter agreement shall not be modified except in a writing executed by you and Spartan.

                    Miscellaneous.

                    (1)          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 right to impose such restrictions on any shares acquired pursuant to this letter, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market 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 authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this letter, all of which shall be binding upon you.

                    (2)          The Board may terminate, amend, or modify the Plan in accordance with the terms of the Plan.

                    (3)          You agree to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising your rights under this letter. This letter shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies, the NASDAQ Stock Market or any other national securities exchanges as may be required.

                    (4)          To the extent not preempted by federal law, this letter shall be governed by, and construed in accordance with, the laws of the state of Michigan.


 

Very truly yours,

   
   
   
 

Craig C. Sturken

 

Chairman, President & CEO













- -4-

EX-10.2 3 sptnstex102_052107.htm SPARTAN STORES, INC. EXHIBIT 10.2 TO FORM 8-K Spartan Stores, Inc. Exhibit 10.2 to Form 8-K - 05/21/07

Exhibit 10.2


Grantee:  ___________________________

 

Grant Date:  May 18, 2007

     

Number of Shares:  ___________________

   




Dear ___________________:


 

Re:

Restricted Stock Award - 2007


                    I am pleased to inform you that Spartan Stores, Inc., a Michigan corporation, ("Spartan") has granted to you the number of restricted shares of Spartan's Common Stock described above under the Spartan Stores, Inc. Stock Incentive Plan of 2005 (the "Plan"). By accepting this grant, you agree that the restricted stock is subject to the terms and conditions of this letter and the Plan (which are incorporated into this letter by reference). If there is any conflict between the terms of the Plan and this letter, the terms of the Plan will control.

                    Restricted Stock Grant. Spartan grants to you the number of shares of Spartan Common Stock set forth above, all of which are subject to restrictions imposed under this letter and the Plan (the "Restricted Stock"). This grant of Restricted Stock shall not confer any right to you to be granted Restricted Stock or other awards in the future under the Plan.

                    Restrictions. The Restricted Stock is subject to the following transfer and forfeiture conditions ("Restrictions"), which will lapse, if at all, as described in the "Lapse of Restrictions" section below. The period during which Restricted Stock is subject to the Restrictions imposed by the Plan and under this letter is referred to in this letter as the "Restricted Period."

                    (1)          Until the Restrictions lapse as set forth in paragraphs (1), (2), (3) or (4) under Lapse of Restrictions below, the Plan provides that the Restricted Stock generally is not transferable by you except by will or according to the laws of descent and distribution. All rights with respect to the Restricted Stock are exercisable during your lifetime only by you, your guardian, or your legal representative.

                    (2)          Any shares of Restricted Stock for which the Restrictions have not lapsed will automatically be forfeited without consideration upon the termination of your employment with Spartan for any reason other than death, Disability or Retirement. Upon the termination of your employment with Spartan for your death, Disability or Retirement, the Restrictions applicable to any shares of Restricted Stock will lapse in accordance with the applicable provisions set forth in paragraphs (2) or (3) under Lapse of Restrictions below. Notwithstanding the foregoing, the Committee (as defined in the Plan) reserves the right, in its sole discretion, to waive the Restrictions remaining on any or all such shares of Restricted Stock at the time of termination of employment.





                    Lapse of Restrictions.

                    (1)          Except as otherwise provided in this letter, and so long as you remain continuously employed by Spartan, 20% of the shares of Restricted Stock will vest and the Restrictions will lapse with respect to such shares of Restricted Stock on each of the first, second, third, fourth and fifth anniversaries of the Grant Date set forth above.

                    (2)          Notwithstanding anything to the contrary in this letter, upon termination of your employment with Spartan due to your death or Disability (as defined in the Plan) during the Restricted Period, the Restrictions applicable to any shares of Restricted Stock will lapse automatically and the Restricted Stock will vest and no longer be subject to forfeiture.

                    (3)          Notwithstanding anything to the contrary in this letter, in the event of your Retirement (as defined in the Plan) during the Restricted Period, the Restrictions applicable to any remaining shares of Restricted Stock will terminate automatically with respect to that number of shares (rounded to the nearest whole number) equal to:  (a) the total number of shares of Restricted Stock granted to you under this letter agreement, multiplied by the number of full months that have elapsed since the Grant Date, divided by sixty (60), less (b) the number of shares of Restricted Stock vested as of the date of Retirement. All remaining shares will be forfeited and returned to the Company.

                    (4)          Notwithstanding anything to the contrary in this letter, if a Change in Control (as defined in the Plan) occurs at any time during the Restricted Period and prior to your termination of employment, the Restrictions with respect to all of the remaining shares of Restricted Stock that have been delivered to you will lapse automatically and such Restricted Stock will vest and no longer be subject to forfeiture.

                    Shareholder Rights. During the Restricted Period(s), you shall have all voting, dividend, liquidation, and other rights with respect to the Restricted Stock held of record by you as if you held unrestricted Common Stock; provided, however, that the unvested portion of any Restricted Stock award shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to this letter or the Plan. Any non-cash dividends or distributions paid with respect to unvested Restricted Stock shall be subject to the same restrictions as those relating to the Restricted Stock granted to you under this letter agreement. After the Restrictions applicable to the Restricted Stock lapse, you shall have all shareholder rights, including the right to transfer the shares, subject to such conditions as Spartan may reasonably specify to ensure compliance with federal and state securities laws.

                    Beneficiary Designation. You may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this letter is to be paid in case of your death prior to receipt of any or all of such benefit. Each such designation shall revoke all prior designations made by you, shall be in a form prescribed by the Committee, and will be effective only when filed by you in writing with the Vice President Human Resources of Spartan or his or her successor during your lifetime. In the absence of any such designation, benefits remaining unpaid at your death shall be paid to your estate.



2


                    Delivery of Certificates. Upon the lapse of Restrictions applicable to the Restricted Stock, unless the Board has authorized the issuance of shares without certificates, Spartan will deliver to you (or your executor or administrator) a certificate representing a number of shares of Common Stock equal to the number of shares of Restricted Stock for which such Restrictions have lapsed.

                    Certifications. You represent and warrant that you are acquiring the Restricted Stock for your own account and investment and without any intent to resell or distribute the Restricted Stock. You shall not resell or distribute the Restricted Stock after any Restricted Period except in compliance with such conditions as Spartan may reasonably specify to ensure compliance with federal and state securities laws.

                    Withholding. Spartan is entitled to: (1) withhold and deduct from your future wages (or from other amounts that may be due and owing to you from Spartan), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, local and foreign withholding and employment-related tax requirements attributable to the award of Restricted Stock, or (2) require you promptly to remit the amount of such withholding to Spartan before taking any action with respect to the Restricted Stock. Withholding may be satisfied by withholding Common Stock to be delivered upon vesting of and lapse of restrictions with respect to shares of the Restricted Stock or by delivery to Spartan of previously owned Common Stock.

                    Binding Effect; Amendment. This letter and the Plan shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, successors and permitted assigns. This letter agreement shall not be modified except in a writing executed by you and Spartan.

                    Miscellaneous.

                    (1)          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 right to impose such restrictions on any shares acquired pursuant to this letter, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market 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 authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this letter, all of which shall be binding upon you.

                    (2)          The Board may terminate, amend, or modify the Plan in accordance with the terms of the Plan.

                    (3)          You agree to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising your rights under this letter. This letter shall be subject to all applicable laws, rules, and regulations, and to such approvals by any


3


governmental agencies, the NASDAQ Stock Market or any other national securities exchanges as may be required.

                    (4)          To the extent not preempted by federal law, this letter shall be governed by, and construed in accordance with, the laws of the state of Michigan.


 

Very truly yours,

   
   
   
 

Craig C. Sturken

 

Chairman, President & CEO












4

EX-10.3 4 sptnstex103_052107.htm SPARTAN STORES, INC. EXHIBIT 10.3 TO FORM 8-K Spartan Stores Exhibit 10.3 to Form 8-K - 05/21/07

Exhibit 10.3

Option No.:  NQ-__________________________

Grantee:  _________________________

 

 

Grant Date:  May 18, 2017

Date First Exercisable:  May 18, 2008

 

 

Expiration Date:  May 18, 2017

Number of Shares:  1,186

 

 

Exercise Price Per Share:  $28.28

 


Dear ______________:

 

Re:

Stock Option Grant-2007

                    I am pleased to inform you that Spartan Stores, Inc., a Michigan corporation, ("Spartan") has granted to you under the Spartan Stores, Inc. Stock Incentive Plan of 2005 (the "Plan") the option to purchase the shares of Spartan's Common Stock described above (the "Option"). By accepting this grant, you agree that the Option and shares to be issued upon exercise of the Option are subject to the terms and conditions of this letter and the Plan (which are incorporated into this letter by reference). If there is any conflict between the terms of the Plan and this letter, the terms of the Plan will control.

                    Grant of Nonqualified Option. Spartan grants to you an option to purchase the number of shares of Spartan Common Stock set forth above. This Option is a non-qualified option and is not intended to be an incentive stock option as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended. This grant of an Option shall not confer any right to you to be granted an Option or other awards in the future under the Plan.

                    Term and Vesting. Your right to exercise the Option according to its terms shall commence on the "Date First Exercisable" shown above and shall terminate on the "Expiration Date" shown above, unless earlier terminated under this letter or the Plan. Your right to exercise the Option shall vest over a three-year period as follows: 33-1/3% of the shares covered by this Option will vest on the "Date First Exercisable," and an additional 33-1/3% of such shares shall vest on each of the first and second anniversaries of the "Date First Exercisable," in each case rounded to the nearest whole number of shares.

                    Purchase Price; Payment. The price per share of the shares of Common Stock to be purchased upon exercise of the Option shall be the "Exercise Price Per Share" set forth above, subject to adjustment as provided in the Plan. In exercising the Option, you shall pay the exercise price (1) in cash, (2) by check payable to the order of Spartan Stores, Inc., (3) if the Committee (as defined in the Plan) consents, in the form of tendering for surrender previously acquired shares of Spartan Common Stock you have owned for at least six months (such shares to be valued at their Market Value (as determined under the Plan) at the time of delivery to Spartan) that have an aggregate Market Value at the time of exercise equal to the total exercise price of the shares purchased or (4) any combination of the foregoing. For the avoidance of doubt, in the event you choose to pay the purchase price by tendering for surrender previ ously



owned shares, the number of shares issued to you upon the exercise of the Option shall be the net of the shares surrendered.

                    Exercise of Option. You may exercise the vested and exercisable portion of this Option, in whole or in part, by an executed notice of exercise, which shall be effective upon receipt by Spartan's Benefits Manager or his or her designee or successor at Spartan's main office, accompanied by full payment (as set forth above) of the option price; provided, however, that no exercise may occur subsequent to the close of business on the "Expiration Date". The notice shall be signed by you or your legal representative and shall set forth the number of shares to be purchased and shall indicate your instructions with respect to a reasonable time and place for delivery of certificates for the shares. Upon payment of the purchase price and any required withholding amount, unless the Board has authorized the issuance of shares without certificates, Spartan will deliver a certificate or certificates for such shares; provided, however, that delivery may be postponed for such period as may be required for Spartan with reasonable diligence to comply with any registration requirements under any securities laws or any other laws or regulations applicable to the issuance, listing or transfer of such shares, or any agreements or rules of the Nasdaq Stock Market. If you fail to accept delivery of and pay for all or any of the shares specified in the notice upon tender or delivery of the shares, your right to exercise the Option with respect to such undelivered shares will terminate; however, your remaining Options not yet exercised or terminated shall continue in force.

                    Termination of Director Status. If you cease to be a Director with Spartan, you may exercise the Option as set forth below; provided, however, that in no event may you exercise the Option beyond the Expiration Date set forth above:

                    (1)          Death or Disability. In the event you cease to be a Director of Spartan due to your death or Disability (as defined in the Plan), for a period of twelve months following the termination of your service as a Director of Spartan, you (or the representative of your estate, in the case of death) may exercise any or all of the then-unexercised portion of the Option to the extent vested at the time of the termination. The unvested portion of the Option will be forfeited.

                    (2)          Removal by Spartan For Cause. In the event you are removed as a Director by Spartan for Cause, effective as of the date of you are removed: (a) you will have no further right to exercise the vested portion of the Option and (b) the unvested portion of the Option will be forfeited.

                    (3)          Cessation of Directors Status. In the event you cease to be a Director with Spartan after you have competed the term of the directorship for which you shall have been most recently elected, you have been a Director for at least ten years, and you no longer continue as a director with Spartan, your right to exercise the Option shall become 100% vested and for a period of three months following the date you cease to be a Director, you may exercise any or all of the then unexercised portion of the Option.




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                    (4)          Change in Control. In the event of a Change in Control (as defined in the Plan), the Option shall vest and be exercisable in accordance with the terms of the Plan.

                    Non-transferability of Option. This Option or any rights therein shall not be sold, exchanged, assigned, or otherwise transferred or pledged or otherwise encumbered in whole or in part, except by will or the laws of descent or distribution, and is exercisable during your lifetime only by you or your guardian or legal representative. If any sale, exchange, assignment, transfer, pledge or encumbrance of this Option or any rights therein shall be made or attempted, or if any attachment, execution, garnishment or lien shall be issued against or placed upon this Option, this Option shall be void and of no further effect.

                    Certifications. You represent and warrant that (1) you are acquiring this Option for your own account and investment and without any intent to distribute any shares upon exercise of the Option and (2) you have been furnished and have read the most recent Annual Report to Shareholders of Spartan and the Plan Description relating to the Plan. You shall not resell or distribute the shares received upon exercise of the Option except in compliance with such conditions as Spartan may reasonably specify to ensure compliance with federal and state securities laws.

                    Beneficiary Designation. You may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this letter is to be paid in the case of your death prior to receipt of any or all of such benefit. Each such designation shall revoke all prior designations made by you, shall be in a form prescribed by the Committee, and will be effective only when filed by you in writing with the Vice President Human Resources of Spartan or his or her successor during your lifetime. In the absence of any such designation, benefits remaining unpaid at your death shall be paid to your estate.

                    Withholding. Spartan is entitled to:  (1) withhold and deduct from amounts that may be due and owing to you from Spartan, or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, local and foreign withholding and employment-related tax requirements attributable to the Options, or (2) require you promptly to remit the amount of such withholding to Spartan before taking any action with respect to the Options. Withholding may be satisfied by withholding Common Stock to be delivered upon vesting and exercise of the Options or by delivery to Spartan of previously owned Common Stock.

                    Rights as a Shareholder. You shall have no rights as a shareholder of Spartan with respect to the shares subject to this letter until such time as the purchase price has been paid and the shares have been issued and delivered to you.

                    Binding Effect; Amendment. This letter agreement and the Plan shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs,


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successors and permitted assigns. This letter agreement shall not be modified except in a writing executed by you and Spartan.

                    Miscellaneous.

                    (1)          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 right to impose such restrictions on any shares acquired pursuant to this letter, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market 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 authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this letter, all of which shall be binding upon you.

                    (2)          The Board may terminate, amend, or modify the Plan in accordance with the terms of the Plan.

                    (3)          You agree to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising your rights under this letter. This letter shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies, the NASDAQ Stock Market or any other national securities exchanges as may be required.

                    (4)          To the extent not preempted by federal law, this letter shall be governed by, and construed in accordance with, the laws of the state of Michigan.


 

Very truly yours,

 

 

 

 

 

 

 

Craig C. Sturken

 

Chairman, President & CEO





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EX-10.4 5 sptnstex104_052107.htm SPARTAN STORES, INC. EXHIBIT 10.4 TO FORM 8-K Spartan Stores, Inc. Exhibit 10.4 to Form 8-K - 05/21/07

Exhibit 10.4


Grantee:  ___________________________

 

Grant Date:  May 18, 2007

Number of Shares:  1,491

   


Dear __________________________:

 

Re:

Restricted Stock Award - 2007


                    I am pleased to inform you that Spartan Stores, Inc., a Michigan corporation, ("Spartan") has granted to you the number of restricted shares of Spartan's Common Stock described above under the Spartan Stores, Inc. Stock Incentive Plan of 2005 (the "Plan"). By accepting this grant, you agree that the restricted stock is subject to the terms and conditions of this letter and the Plan (which are incorporated into this letter by reference). If there is any conflict between the terms of the Plan and this letter, the terms of the Plan will control.

                    Restricted Stock Grant. Spartan grants to you the number of shares of Spartan Common Stock set forth above, all of which are subject to restrictions imposed under this letter and the Plan (the "Restricted Stock"). This grant of Restricted Stock shall not confer any right to you to be granted Restricted Stock or other awards in the future under the Plan.

                    Restrictions. The Restricted Stock is subject to the following transfer and forfeiture conditions ("Restrictions"), which will lapse, if at all, as described in the "Lapse of Restrictions" section below. The period during which Restricted Stock is subject to the Restrictions imposed by the Plan and under this letter is referred to in this letter as the "Restricted Period."

                    (1)          Until the Restrictions lapse as set forth in paragraphs (1), (2), (3) or (4) 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 rights with respect to the Restricted Stock are exercisable during your lifetime only by you, your guardian, or your legal representative.

                    (2)          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 Spartan for any reason, except as otherwise provided in this letter.

                    (3)          If you enter into Competition (as defined in the Plan) with Spartan, all shares of Restricted Stock still subject to Restrictions will automatically be forfeited without consideration. The Committee (as defined in the Plan) or officers designated by the Committee have absolute discretion to determine whether you have entered into Competition with Spartan.

                    Lapse of Restrictions.

                    (1)          Except as otherwise provided in this letter, and so long as you continue as a director of Spartan, the Restrictions imposed on the Restricted Stock shall lapse as follows: (i)  33-1/3% (rounded to the nearest whole share) of the shares of Restricted Stock will vest and




the Restrictions will lapse with respect to such shares of Restricted Stock one year from the date of this letter; (ii) an additional 33-1/3% (rounded to the nearest whole share) of the shares of Restricted Stock will vest and the Restrictions will lapse with respect to such shares of Restricted Stock two years from the date of this letter; and (iii) the remaining shares of Restricted Stock will vest and the Restrictions will lapse with respect to such shares of Restricted Stock three years from the date of this letter.

                    (2)          Notwithstanding anything to the contrary in this letter, upon termination of your service as a director of Spartan due to your death or disability, the Restrictions applicable to any shares of Restricted Stock will lapse automatically and the Restricted Stock will vest and no longer be subject to forfeiture. For purposes of this letter you would be deemed to be "disabled" if, by reason of accident, physical illness or mental illness, you are unable to fulfill your normal responsibilities as a director of Spartan for a continuous period of 180 days.

                    (3)          Notwithstanding anything to the contrary in this letter, the Restrictions imposed on the Restricted Stock will lapse, and the Restricted Stock will vest and no longer be subject to forfeiture, if during the Restricted Period you shall have completed the term of the directorship for which you shall have been most recently elected, you have been a director for at least ten years, and you no longer continue as a director with Spartan.

                    (4)          Notwithstanding anything to the contrary in this letter, in the event of a Change in Control (as defined in the Plan), 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.

                    Shareholder Rights. During the Restricted Period(s), you shall have all voting, dividend, liquidation, and other rights with respect to the Restricted Stock held of record by you as if you held unrestricted Common Stock; provided, however, that the unvested portion of any Restricted Stock award shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to this letter or the Plan. Any noncash dividends or distributions paid with respect to unvested Restricted Stock shall be subject to the same restrictions as those relating to the Restricted Stock granted to you under this letter agreement. After the Restrictions applicable to the Restricted Stock lapse, you shall have all shareholder rights, including the right to transfer the shares, subject to such conditions as Spartan may reasonably specify to ensure compliance with federal and state securities laws.

                    Beneficiary Designation. You may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this letter is to be paid in case of your death prior to receipt of any or all of such benefit. Each such designation shall revoke all prior designations made by you, shall be in a form prescribed by the Committee, and will be effective only when filed by you in writing with the Vice President Human Resources of Spartan or his or her successor during your lifetime. In the absence of any such designation, benefits remaining unpaid at your death shall be paid to your estate.

                    Delivery of Certificates. Upon the lapse of Restrictions applicable to the Restricted Stock, unless the Board has authorized the issuance of shares without certificates, Spartan will deliver to you (or your executor or administrator) a certificate representing a number


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of shares of Common Stock equal to the number of shares of Restricted Stock for which such Restrictions have lapsed.

                    Certifications. You represent and warrant that you are acquiring the Restricted Stock for your own account and investment and without any intent to resell or distribute the Restricted Stock. You shall not resell or distribute the Restricted Stock after any Restricted Period except in compliance with such conditions as Spartan may reasonably specify to ensure compliance with federal and state securities laws.

                    Withholding. Spartan is entitled to: (1) withhold and deduct from amounts that may be due and owing to you from Spartan, or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, local and foreign withholding and employment-related tax requirements attributable to the award of Restricted Stock, or (2) require you promptly to remit the amount of such withholding to Spartan before taking any action with respect to the Restricted Stock. Withholding may be satisfied by withholding Common Stock to be delivered upon vesting of and lapse of restrictions with respect to shares of the Restricted Stock or by delivery to Spartan of previously owned Common Stock.

                    Binding Effect; Amendment. This letter and the Plan shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, successors and permitted assigns. This letter agreement shall not be modified except in a writing executed by you and Spartan.

                    Miscellaneous.

                    (1)          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 right to impose such restrictions on any shares acquired pursuant to this letter, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market 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 authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this letter, all of which shall be binding upon you.

                    (2)          The Board may terminate, amend, or modify the Plan in accordance with the terms of the Plan.

                    (3)          You agree to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising your rights under this letter. This letter shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies, the NASDAQ Stock Market or any other national securities exchanges as may be required.



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                    (4)          To the extent not preempted by federal law, this letter shall be governed by, and construed in accordance with, the laws of the state of Michigan.


 

Very truly yours,

   
   
   
 

Craig C. Sturken

 

Chairman, President & CEO














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