Award Recipient:

Grant Date: February 25, 2015

a)

Metrics. The amount of the Long-Term Cash Incentive Award paid to you will be determined by SpartanNash’s performance with respect to three performance measurements: Earnings Per Share (“EPS”), net sales, and consolidated Adjusted EBITDA. Forty percent (40%) of your Long-Term Cash Incentive Award will be based on SpartanNash’s EPS performance, twenty percent (20%) will be based on SpartanNash’s net sales and forty percent (40%) will be based on consolidated Adjusted EBITDA.

b)

Performance Measurement. For each of the metrics listed in paragraph (a) above, performance will be measured as of the fiscal year ending December 30, 2017 (“FYE 12/30/17”). As used in this letter, “Performance Period” means the period beginning on January 4, 2015 and ending on December 30, 2017.  

c)

Summary. The award is summarized on the following table:

Performance

Measurement

Percentage of Long-Term Cash
Incentive Award

EPS¹

40

% 

Net Sales²

20

% 

Consolidated Adjusted EBITDA³

40

% 

¹ 

EPS means Diluted Earnings per Share on a Consolidated Net Earnings (adjusted for items not representative of ongoing operations) basis.

² 

Net sales will be calculated based on the GAAP financial statements of the Company. In making this calculation, however, fuel sales will be adjusted using a pre-determined sales price per gallon sold.

³

Consolidated adjusted EBITDA is a non-GAAP operating financial measure that is defined as net earnings from continuing operations plus depreciation and amortization, and other non-cash items including imputed interest, deferred (stock) compensation, the LIFO provision, as well as adjustments for unusual items that do not reflect the ongoing operating activities of SpartanNash and costs associated with the closing of operational locations, interest expense and the provision for income taxes to the extent deducted in the computation of net earnings.  

Performance

Payout

Level

% of EPS Goal

% of Target

—  

<80.0

% 

0.0

% 

Threshold

80.0

% 

10.0

% 

—  

85.0

% 

32.5

% 

—  

90.0

% 

55.0

% 

—  

95.0

% 

77.5

% 

Target

100.0

% 

100.0

% 

—  

104.0

% 

124.5

% 

—  

108.0

% 

149.1

% 

—  

112.0

% 

173.6

% 

Maximum

≥116.3

% 

200.0

% 

Performance

Payout

Level

% of Net Sales Goal

% of Target

—  

<90.0

% 

0.0

% 

Threshold

90.0

% 

50.0

% 

—  

92.5

% 

62.5

% 

—  

95.0

% 

75.0

% 

—  

97.5

% 

87.5

% 

Target

100.0

% 

100.0

% 

—  

101.5

% 

125.0

% 

—  

103.0

% 

150.0

% 

104.5

% 

175.0

% 

Maximum

≥106.0

% 

200.0

% 

Performance

Level

% of Consolidated Adjusted EBITDA

Goal

Payout

% of Target

—  

<90.0

% 

0.0

% 

Threshold

90.0

% 

50.0

% 

—  

92.5

% 

62.5

% 

—  

95.0

% 

75.0

% 

—  

97.5

% 

87.5

% 

Target

100.0

% 

100.0

% 

—  

101.3

% 

125.0

% 

—  

102.5

% 

150.0

% 

—  

103.8

% 

175.0

% 

Maximum

≥105.0

% 

200.0

% 

Timing of Termination

Reason for
Termination

More than 12 Months Remaining until the end of
the Performance Period

12 Months or Less Remaining until the end of the
Performance Period

After Performance Period but before payment
date

Death or Total Disability

Your Target Award will be paid on a pro-rata basis based on the number of full weeks you were employed during the Performance Period. The Incentive Award will be paid no later than the 15^th day of the third month following the date of your death or total disability.

Following the completion of the Performance Period, any earned Long-Term Cash Incentive Award will be paid based on actual performance results on a pro-rata basis based on the number of full weeks you were employed during the Performance Period. The Incentive Award will be paid no later than the 15^th day of the third month following the date of the end of the Performance Period.

Any earned Long-Term Cash Incentive Award will be paid in full no later than the 15^th day of the third month following the date of your death or total disability.

Retirement

Your Long-Term Cash Incentive Award, if any, will be the amount you would have earned had you remained employed with SpartanNash until the end of the Performance Period based on actual performance results, paid on a pro-rated basis for the number of full weeks you were employed during the Performance Period. The Incentive Award will be paid no later than the 15^th day of the third month following the date of the end of the Performance Period.

Your Long-Term Cash Incentive Award, if any, will be the amount you would have earned had you remained employed with SpartanNash until the end of the Performance Period based on actual performance results, paid on a pro-rated basis for the number of full weeks you were employed during the Performance Period. The Incentive Award will be paid no later than the 15^th day of the third month following the date of the end of the Performance Period.

Any earned Long-Term Cash Incentive Award will be paid in full no later than the 15^th day of the third month following the date of your retirement.

a)

Before the end of the Performance Period. Upon a Change in Control of SpartanNash (as defined in the Plan) before the end of the Performance Period, provided that you are employed by SpartanNash on the effective date of the Change in Control, you will earn an Incentive Award equal to the greater of the Target Award or the projected Incentive Award (with the projected Incentive Award to be calculated by estimating the Company’s expected performance with respect to EPS, net sales and consolidated Adjusted EBITDA for the Performance Period based on the Company’s performance in the then-current fiscal year as of the date of the Change in Control projected out through the end of the Performance Period), to be paid on a pro-rata basis for the number of full weeks completed in the Performance Period prior to the Change in Control. The Incentive Award will be paid no later than the 15^th day of the third month following the Change in Control.

b)

After Performance Period. Upon a Change in Control following the Performance Period, any earned Incentive Award will be payable in full upon the earliest to occur of the termination of your employment for any reason, or the date that is the 15^th day of the third month following the Change in Control.

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. 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.

b)

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

c)

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 SpartanNash.

d)

This letter shall be governed by, and construed in accordance with, the laws of the state of Michigan.

Name

Date