SpartanNash Co (Form: 10-Q, Received: 05/26/2016 16:04:11)

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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 23, 2016.

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 000-31127

SPARTANNASH COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Michigan		38-0593940
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

850 76 ^th Street, S.W. P.O. Box 8700 Grand Rapids, Michigan		49518
(Address of Principal Executive Offices)		(Zip Code)

(616) 878-2000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller Reporting Company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act) Yes ¨ No x

As of May 24, 2016, the registrant had 37,471,675 outstanding shares of common stock, no par value.

FORWARD-LOOKING STATEMENTS

The matters discussed in this Quarterly Report on Form 10-Q, in the Company’s press releases and in the Company’s website-accessible conference calls with analysts and investor presentations include “forward-looking statements” about the plans, strategies, objectives, goals or expectations of SpartanNash Company and subsidiaries (“SpartanNash” or “the Company”). These forward-looking statements include statements regarding the expected benefits of the merger and statements preceded by, followed by or that otherwise include the words "introduce," "anticipates," "continue," "expects," or similar expressions or that an event or trend "will" occur, or is "beginning." Accounting estimates, such as those described under the heading “Critical Accounting Policies” in Part I, Item 2 of this Quarterly Report on Form 10-Q, are inherently forward-looking. The Company’s asset impairment and restructuring cost provisions are estimates and actual costs may be more or less than these estimates and differences may be material. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of the Quarterly Report, other report, release, presentation, or statement.

In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q, SpartanNash’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016 (in particular, refer to the discussion of “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K) and other periodic reports filed with the Securities and Exchange Commission (“SEC”), there are many important factors that could cause actual results to differ materially.

The Company’s ability to achieve sales and earnings expectations; improve operating results; continue to realize benefits of the merger; maintain or grow sales; respond successfully to competitors; effectively address food cost or price inflation or deflation; realize growth opportunities; maintain or expand its customer base; reduce operating costs; continue to meet the terms of the Company’s debt covenants; continue to pay dividends; and successfully implement and realize the expected benefits of plans, priorities, strategies, or expectations described in this Quarterly Report, the Company’s other reports, press releases and public comments will be affected by changes in economic conditions generally and in the geographic areas that the Company serves, adverse changes in our industries, adverse changes in government funded consumer assistance programs, possible changes in the military commissary system, and other factors.

This section is intended to provide meaningful cautionary statements for purposes of the safe harbor provision of the Private Securities Litigation Reform Act of 1995. This should not be construed as a complete list of all of the economic, competitive, governmental, technological and other factors that could adversely affect the Company’s expected consolidated financial position, results of operations or liquidity. Additional risks and uncertainties not currently known to SpartanNash or that SpartanNash currently believes are immaterial also may impair its business, operations, liquidity, financial condition and prospects. The Company undertakes no obligation to update or revise its forward-looking statements to reflect developments that occur or information obtained after the date of this Quarterly Report.

PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	April 23, 2016			January 2, 2016
Assets
Current assets
Cash and cash equivalents	$	28,687		$	22,719
Accounts and notes receivable, net		304,754			317,183
Inventories, net		533,074			521,164
Prepaid expenses and other current assets		29,517			22,521
Total current assets		896,032			883,587

Property and equipment, net		573,397			583,698
Goodwill		322,686			322,902
Other assets, net		128,669			127,076

Total assets	$	1,920,784		$	1,917,263

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	333,440		$	353,688
Accrued payroll and benefits		62,808			71,973
Other accrued expenses		35,446			42,660
Current maturities of long-term debt and capital lease obligations		19,083			19,003
Total current liabilities		450,777			487,324

Long-term liabilities
Deferred income taxes		119,417			116,600
Postretirement benefits		16,493			16,008
Other long-term liabilities		46,501			38,759
Long-term debt and capital lease obligations		496,114			467,793
Total long-term liabilities		678,525			639,160

Commitments and contingencies (Note 8)

Shareholders’ equity
Common stock, voting, no par value; 100,000 shares authorized; 37,514 and 37,600 shares outstanding		518,181			521,698
Preferred stock, no par value, 10,000 shares authorized; no shares outstanding		—			—
Accumulated other comprehensive loss		(11,446	)		(11,447	)
Retained earnings		284,747			280,528
Total shareholders’ equity		791,482			790,779

Total liabilities and shareholders’ equity	$	1,920,784		$	1,917,263

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)

	16 Weeks Ended
	April 23,				April 25,
	2016				2015
Net sales	$	2,278,770			$	2,312,683
Cost of sales		1,944,528				1,976,437
Gross profit		334,242				336,246

Operating expenses
Selling, general and administrative		296,381				302,371
Merger integration and acquisition		897				2,684
Restructuring charges and asset impairment		15,304				7,338
Total operating expenses		312,582				312,393

Operating earnings		21,660				23,853

Other (income) and expenses
Interest expense		5,823				6,750
Other, net		(150	)			(28	)
Total other expenses, net		5,673				6,722

Earnings before income taxes and discontinued operations		15,987				17,131
Income taxes		6,027				6,684
Earnings from continuing operations		9,960				10,447

Loss from discontinued operations, net of taxes		(109	)			(120	)
Net earnings	$	9,851			$	10,327

Basic earnings per share:
Earnings from continuing operations	$	0.27			$	0.28
Loss from discontinued operations		(0.01	)	*		(0.01	)	*
Net earnings	$	0.26			$	0.27

Diluted earnings per share:
Earnings from continuing operations	$	0.27			$	0.28
Loss from discontinued operations		(0.01	)	*		(0.01	)	*
Net earnings	$	0.26			$	0.27

See accompanying notes to condensed consolidated financial statements.

*	Includes rounding

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	16 Weeks Ended
	April 23,			April 25,
	2016			2015
Net earnings	$	9,851		$	10,327

Other comprehensive income, before tax
Pension and postretirement liability adjustment		2			272
Total other comprehensive income, before tax		2			272

Income tax expense related to items of other comprehensive income		(1	)		(103	)

Total other comprehensive income, after tax		1			169
Comprehensive income	$	9,852		$	10,496

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)

							Accumulated
							Other
	Shares			Common			Comprehensive			Retained
	Outstanding			Stock			Income (Loss)			Earnings			Total
Balance at January 2, 2016		37,600		$	521,698		$	(11,447	)	$	280,528		$	790,779
Net earnings		—			—			—			9,851			9,851
Other comprehensive income		—			—			1			—			1
Dividends - $0.15 per share		—			—			—			(5,632	)		(5,632	)
Share repurchase		(396	)		(9,000	)		—			—			(9,000	)
Stock-based employee compensation		—			5,024			—			—			5,024
Issuances of common stock and related tax benefit on stock option exercises and stock bonus plan		75			1,739			—			—			1,739
Issuances of restricted stock and related income tax benefits		297			22			—			—			22
Cancellations of restricted stock		(62	)		(1,302	)		—			—			(1,302	)
Balance at April 23, 2016		37,514		$	518,181		$	(11,446	)	$	284,747		$	791,482

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	16 Weeks Ended
	April 23,			April 25,
	2016			2015
Cash flows from operating activities
Net earnings	$	9,851		$	10,327
Loss from discontinued operations, net of tax		109			120
Earnings from continuing operations		9,960			10,447
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash restructuring, asset impairment and other charges		14,662			5,864
Depreciation and amortization		23,895			26,168
LIFO expense		1,412			1,723
Postretirement benefits expense		112			476
Deferred taxes on income		2,816			4,023
Stock-based compensation expense		5,024			4,753
Excess tax benefit on stock compensation		(122	)		(174	)
Other, net		(53	)		123
Changes in operating assets and liabilities:
Accounts receivable		15,494			(30,205	)
Inventories		(14,009	)		12,495
Prepaid expenses and other assets		(8,356	)		5,195
Accounts payable		(13,386	)		31,346
Accrued payroll and benefits		(12,804	)		(13,812	)
Postretirement benefit payments		(77	)		(650	)
Other accrued expenses and other liabilities		(16,015	)		(8,831	)
Net cash provided by operating activities		8,553			48,941
Cash flows from investing activities
Purchases of property and equipment		(18,090	)		(12,724	)
Net proceeds from the sale of assets		4,739			9,670
Loans to customers		—			(1,435	)
Payments from customers on loans		522			500
Other		(97	)		(534	)
Net cash used in investing activities		(12,926	)		(4,523	)
Cash flows from financing activities
Proceeds from revolving credit facility		428,755			269,916
Payments on revolving credit facility		(401,737	)		(301,949	)
Share repurchase		(9,000	)		(2,526	)
Repayment of other long-term debt		(2,841	)		(2,979	)
Financing fees paid		(98	)		(1,845	)
Excess tax benefit on stock compensation		122			174
Proceeds from exercise of stock options		936			2,010
Dividends paid		(5,632	)		(5,092	)
Net cash provided by (used in) financing activities		10,505			(42,291	)
Cash flows from discontinued operations
Net cash used in operating activities		(164	)		(95	)
Net cash used in discontinued operations		(164	)		(95	)
Net increase in cash and cash equivalents		5,968			2,032
Cash and cash equivalents at beginning of period		22,719			6,443
Cash and cash equivalents at end of period	$	28,687		$	8,475

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Summary of Significant Accounting Policies and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “financial statements”) are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of SpartanNash Company and its subsidiaries (“SpartanNash” or “the Company”). All significant intercompany accounts and transactions have been eliminated. For further information, refer to the consolidated financial statements and footnotes included in the Annual Report on Form 10-K for the year ended January 2, 2016.

In the opinion of management, the accompanying financial statements, taken as a whole, contain all adjustments, which are of a normal recurring nature, necessary to present fairly the financial position of SpartanNash as of April 23, 2016, and the results of its operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

Note 2 – Recently Issued Accounting Standards

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Compensation – Stock Compensation Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 provides for simplification of several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The new guidance is effective for the Company in the first quarter of its fiscal year ending December 30, 2017. The Company is currently in the process of evaluating the impact of adoption of this standard on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-04, “Liabilities – Extinguishment of Liabilities: Recognition of Breakage for Certain Prepaid Stored-Value Products.” ASU 2016-04 amends the guidance on extinguishing financial liabilities for certain prepaid stored-value products. The new guidance requires entities that sell prepaid stored-value products redeemable for goods, services or cash at third-party merchants to recognize breakage for those liabilities consistent with the breakage guidance outlined in ASU 2014-09, “Revenue from Contracts with Customers.” The new guidance is effective for the Company in the first quarter of its fiscal year ending December 29, 2018. The Company is currently in the process of evaluating the impact of adoption of this standard on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which provides guidance for lease accounting. The new guidance contained in the ASU stipulates that lessees will need to recognize a right-of-use asset and a lease liability for substantially all leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. Treatment in the consolidated statements of earnings will be similar to the current treatment of operating and capital leases. The new guidance is effective on a modified retrospective basis for the Company in the first quarter of its fiscal year ending December 28, 2019. The Company is currently in the process of evaluating the impact of adoption of this standard on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “ Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs . ” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” ASU 2015-15 supplements the requirements of ASU 2015-03 by allowing an entity to defer and present debt issuance costs related to a line of credit arrangement as an asset and subsequently amortize the deferred costs ratably over the term of the line of credit arrangement. The Company adopted the new standard in the first quarter of fiscal 2016 on a retrospective basis for all periods presented. Adoption of the standard resulted in an $8.2 million reduction of Other assets and Long-term debt related to unamortized debt issuance costs on the consolidated balance sheet as of January 2, 2016.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The new guidance contained in the ASU affects any reporting organization that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, “Deferral of the Effective Date,” which results in the guidance being effective for the Company in the first quarter of its fiscal year ending December 29, 2018. Adoption is allowed by either the full retrospective or modified retrospective approach. The Company is currently in the process of evaluating the impact of adoption of this standard on its consolidated financial statements.

Note 3 – Acquisitions

On June 16, 2015, SpartanNash acquired certain assets and assumed certain liabilities of Dan’s Super Market, Inc. (“Dan’s”) for a total purchase price of $32.6 million. Dan’s is a six-store chain serving Bismarck and Mandan, North Dakota, and was not a customer of the SpartanNash Food Distribution segment prior to the acquisition. SpartanNash acquired the Dan’s stores to strengthen its offering in this region from both a retail and distribution perspective. The acquired assets and assumed liabilities were recorded at their estimated fair values as of the acquisition date and were based on preliminary estimates that may be subject to further adjustments within the measurement period, which will end in June 2016. As of April 23, 2016, the Company has not recorded any material adjustments within the measurement period related to the acquisition.

Note 4 – Goodwill

Changes in the carrying amount of goodwill were as follows:

(In thousands)	Retail			Food Distribution		Total
Balance at January 2, 2016:
Goodwill	$	277,135		$	132,367	$	409,502
Accumulated impairment charges		(86,600	)		—		(86,600	)
Goodwill, net		190,535			132,367		322,902

Other (Note 5)		(216	)		—		(216	)

Balance at April 23, 2016:
Goodwill		276,919			132,367		409,286
Accumulated impairment charges		(86,600	)		—		(86,600	)
Goodwill, net	$	190,319		$	132,367	$	322,686

Note 5 – Restructuring Charges and Asset Impairment

The following table provides the activity of reserves for closed properties for the 16 weeks ended April 23, 2016. Reserves for closed properties recorded in the condensed consolidated balance sheets are included in “Other accrued expenses” in Current liabilities and “Other long-term liabilities” in Long-term liabilities based on when the obligations are expected to be paid.

	Lease and
(In thousands)	Ancillary Costs			Severance			Total
Balance at January 2, 2016	$	14,448		$	—		$	14,448
Provision for closing charges		12,453			—			12,453		(a)
Provision for severance		—			895			895		(b)
Changes in estimates		(96	)		—			(96	)	(c)
Accretion expense		186			—			186
Payments		(1,156	)		(354	)		(1,510	)
Balance at April 23, 2016	$	25,835		$	541		$	26,376

(a)	The provision for closing charges represents initial costs estimated to be incurred for lease and related ancillary costs, net of sublease income, related to store closings in the Retail segment.

(b)	The provision for severance relates to distribution center closings in the Food Distribution segment.

(c)	As a result of changes in estimates, goodwill was reduced by $0.2 million as the initial charges for certain stores were adjusted related to previous acquisitions. The remaining change in estimates relates to revised estimates of lease costs associated with a previously closed property.

Included in the liability are lease obligations recorded at the present value of future minimum lease payments, calculated using a risk-free interest rate, and related ancillary costs from the date of closure to the end of the remaining lease term, net of estimated sublease income.

Restructuring and asset impairment charges included in the condensed consolidated statements of earnings consisted of the following:

	16 Weeks Ended
	April 23,			April 25,
(In thousands)	2016			2015
Asset impairment charges (a)	$	—		$	2,353
Provision for closing charges (b)		12,453			6,760
Loss (gain) on sales of assets related to closed facilities (c)		367			(1,540	)
Provision for severance (d)		895			304
Other costs associated with distribution center and store closings (e)		1,769			1,493
Changes in estimates (f)		120			(287	)
Lease termination adjustment (g)		(300	)		(1,745	)
	$	15,304		$	7,338

(a)	In 2015, asset impairment charges were incurred in the Retail segment due to the economic and competitive environment of certain stores.

(b)	The provision for closing charges represents initial costs estimated to be incurred for lease and related ancillary costs, net of sublease income, related to store closings in the Retail segment.

(c)	The net loss on sales of assets in the 16 weeks ended April 23, 2016, resulted from the sale of a previously closed retail store and food distribution center. The gain on sale of assets in the 16 weeks ended April 25, 2015, resulted from the sale of a closed food distribution center.

(d)	The provision for severance relates to distribution center closings in the Food Distribution segment.

(e)	Other closing costs associated with distribution center and store closings represent additional costs incurred in connection with winding down operations at the Food Distribution and Retail segments.

(f)	The changes in estimates relate to revised estimates of lease and ancillary costs associated with previously closed facilities. The Food Distribution segment realized $120 in the 16 weeks ended April 23, 2016. The Retail segment realized $(287) in the 16 weeks ended April 25, 2015.

(g)	The lease termination adjustments represent the benefits recognized in connection with lease buyouts on previously closed stores.

Note 6 – Long-Term Debt

Long-term debt consists of the following:

(In thousands)	April 23, 2016			January 2, 2016
Senior secured revolving credit facility, due January 2020	$	424,841		$	394,982
Senior secured term loan, due January 2020		32,002			34,842
Capital lease obligations		59,688			58,599
Other, 2.61% - 9.25%, due 2016 - 2020		6,277			6,558
Total debt - Principal		522,808			494,981
Unamortized debt issuance costs		(7,611	)		(8,185	)
Total debt		515,197			486,796
Less current portion		19,083			19,003
Total long-term debt	$	496,114		$	467,793

Note 7 – Fair Value Measurements

Financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, accounts and notes receivable, and accounts payable approximate fair value because of the short-term maturities of these financial instruments. At April 23, 2016 and January 2, 2016 the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:

	April 23,		January 2,
(In thousands)	2016		2016
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and capital lease obligations	$	19,083	$	19,003
Long-term debt and capital lease obligations		503,725		475,978
Total book value of debt instruments		522,808		494,981
Fair value of debt instruments, excluding debt financing costs		525,217		497,116
Excess of fair value over book value	$	2,409	$	2,135

The estimated fair value of debt is based on market quotes for instruments with similar terms and remaining maturities (Level 2 inputs and valuation techniques).

ASC 820 prioritizes the inputs to valuation techniques used to measure fair value into the following hierarchy:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability, reflecting the reporting entity’s own assumptions about the assumptions that market participants would use in pricing.

Long-lived assets are measured at fair value on a nonrecurring basis using Level 3 inputs as defined in the fair value hierarchy. Assets with a book value of $5.6 million were measured at a fair value of $3.2 million, resulting in an impairment charge of $2.4 million, in the 16 weeks ended April 25, 2015. The Company’s accounting and finance team management, who report to the Chief Financial Officer (“CFO”), determines the Company’s valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting and finance team management and are approved by the CFO. Fair value of long-lived assets is determined by estimating the amount and timing of net future cash flows, discounted using a risk-adjusted rate of interest. The Company estimates future cash flows based on experience and knowledge of the geographic area in which the assets are located, and when necessary, uses real estate brokers. See Note 5 for discussion of long-lived asset impairment charges.

Note 8 – Commitments and Contingencies

The Company is engaged from time-to-time in routine legal proceedings incidental to its business. The Company does not believe that these routine legal proceedings, taken as a whole, will have a material impact on its business or financial condition. While the ultimate effect of such actions cannot be predicted with certainty, management believes that their outcome will not result in an adverse effect on the Company’s consolidated financial position, operating results or liquidity.

The Company contributes to the Central States Southeast and Southwest Pension Fund (“Central States Plan” or “the Plan”), a multi-employer pens ion plan based on obligations arising from its collective bargaining agreements in Bellefontaine, Ohio; Lima, Ohio; and Grand Rapids, Michigan covering its distribution center union associates at those locations. This plan provides retirement benefits to p articipants based on their service to contributing employers. The benefits are paid from assets held in trust for that purpose. Trustees are appointed by contributing employers and unions; however, SpartanNash is not a trustee. The trustees typically are r esponsible for determining the level of benefits to be provided to participants, as well as for such matters as the investment of the assets and the administration of the Plan. The Company currently contributes to the Central States Plan under the terms ou tlined in the “Primary Schedule” of Central States’ Rehabilitation Plan. This schedule requires varying increases in employer contributions over the previous year’s contribution. Increases are set within the collective bargaining agreement and vary by loca tion. On December 13, 2014, Congress passed the Multi-employer Pension Reform Act of 2014 (“MPRA”). The MPRA is intended to address funding shortfalls in both multi-employer pension plans and the Pension Benefit Guaranty Corporation. Because the MPRA is a complex piece of legislation, its effects on the Plan and potential implications for the Company are not known at this time. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably determin ed.

On September 25, 2015, the Plan submitted a Rescue Plan to the United States Department of Treasury (“Department of Treasury”) as permitted under the provisions of the MPRA relating to plans in “critical and declining status.” Under the Rescue Plan, Trustees sought to suspend the pension benefits of retirees and actives in order to save the pension plan from future financial failure. On May 6, 2016, the Department of Treasury notified the Central States Plan that its Rescue Plan application for suspension of benefits had been denied. The Central States Plan Trustees subsequently announced that further action would not be taken regarding the Rescue Plan. The Company is currently unable to reasonably estimate the potential impact of these events on its withdrawal liability.

Based on the most recent information available to the Company, management believes that the present value of actuarial accrued liabilities in this multi-employer plan significantly exceeds the value of the assets held in trust to pay benefits. Because SpartanNash is one of a number of employers contributing to this plan, it is difficult to ascertain what the exact amount of the underfunding would be, although management anticipates that the Company’s contributions to this plan will increase each year. Management is not aware of any significant change in funding levels since April 23, 2016. To reduce this underfunding, management expects meaningful increases in expense as a result of required incremental multi-employer pension plan contributions in future years. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably determined.

The collective bargaining agreement covering associates at the Company’s Westville, Indiana facility was terminated on April 11, 2016 and a Closing Agreement was executed in its place. The collective bargaining agreement covering associates at the Company’s Norfolk, Virginia facility expired on April 23, 2016. The Company and the union representing the covered associates are currently operating under a Contract Extension that will expire on June 26, 2016. The Company and the union representing the covered associates have reached a unanimous and fully recommended tentative agreement that the union intends to vote on or before June 26, 2016. The Agreement, if ratified, will be a three year labor agreement and will run from April 23, 2016 to April 27, 2019.

Note 9 – Associate Retirement Plans

The following table provides the components of net periodic pension and postretirement benefit costs for the 16 weeks ended April 23, 2016 and April 25, 2015:

	SpartanNash Company Pension Plan						SpartanNash Medical Plan
	April 23,			April 25,			April 23,			April 25,
(In thousands)	2016			2015			2016			2015
16 Weeks Ended
Service cost	$	—		$	—		$	58		$	71
Interest cost		753			1,023			106			125
Amortization of prior service cost		—			—			(49	)		(49	)
Expected return on plan assets		(1,324	)		(1,515	)		—			—
Recognized actuarial net loss		34			255			13			53
Net periodic benefit	$	(537	)	$	(237	)	$	128		$	200
Settlement expense		213			175			—			—
Total expense (income)	$	(324	)	$	(62	)	$	128		$	200

The Company did not make any contributions to the SpartanNash Company Pension Plan during the 16 weeks ended April 23, 2016, and because there are no required payments, does not expect to make any contributions for the fiscal year ending December 31, 2016.

In addition to the plans listed above , the Company participates in the Central States Southeast and Southwest Pension Fund (EIN 7456500), the Michigan Conference of Teamsters and Ohio Conference of Teamsters Health and Welfare plans (collectively referred to as “multi-employer plans”), and ot her company-sponsored defined contribution plans for most associates covered by collective bargaining agreements.

With respect to the Company’s participation in the Central States Plan, expense is recognized as contributions are funded. The Company’s contributions for the 16 weeks ended April 23, 2016 and April 25, 2015 were $4.2 million in each period. See Note 8 for further information regarding the Company’s participation in the Central States Plan.

Note 10 – Accumulated Other Comprehensive Income or Loss

Accumulated other comprehensive income or loss (“AOCI”) represents the cumulative balance of other comprehensive income (loss), net of tax, as of the end of the reporting period and relates to pension and other postretirement benefits obligation adjustments. Changes in AOCI are as follows:

	16 Weeks Ended
	April 23,			April 25,
(In thousands)	2016			2015
Balance at beginning of the fiscal year, net of tax	$	(11,447	)	$	(11,655	)
Amortization of amounts included in net periodic benefit cost (1)		2			272
Income tax expense (2)		(1	)		(103	)
Amounts reclassified out of AOCI, net of tax		1			169
Other comprehensive income (loss), net of tax		1			169
Balance at end of the period, net of tax	$	(11,446	)	$	(11,486	)

(1)

Reclassified from AOCI into Selling, general and administrative expense. Amortization of amounts included in net periodic benefit cost includes amortization of prior service cost and amortization of net actuarial loss .

(2)

Reclassified from AOCI into Income tax expense.

Note 11 – Income Taxes

The effective income tax rate was 37.7% and 39.0% for the 16 weeks ended April 23, 2016 and April 25, 2015, respectively. The differences from the federal statutory rate are due to states taxes and tax credits in the current year and state taxes in the prior year.

Note 12 – Stock-Based Compensation

The Company has a shareholder-approved stock incentive plan that provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, and other stock-based and stock-related awards to directors, officers and other key associates.

Stock-based compensation expense (net of tax) recognized and included in “Selling, general and administrative expenses” and “Income taxes” in the condensed consolidated statements of earnings was $3.1 million ($0.08 per diluted share) and $2.9 million ($0.08 per diluted share) for the 16 weeks ended April 23, 2016 and April 25, 2015, respectively.

The following table summarizes activity in the stock-based compensation plans for the 16 weeks ended April 23, 2016:

									Weighted
	Shares			Weighted		Restricted			Average
	Under			Average		Stock			Grant-Date
	Options			Exercise Price		Awards			Fair Value
Outstanding at January 2, 2016		308,793		$	21.15		637,555		$	24.75
Granted		—			—		296,672			28.30
Exercised/Vested		(45,038	)		20.78		(169,058	)		24.95
Cancelled/Forfeited		—			—		(8,338	)		24.65
Outstanding at April 23, 2016		263,755		$	21.21		756,831		$	26.10
Vested and expected to vest in the future at April 23, 2016		263,755		$	21.21
Exercisable at April 23, 2016		263,755		$	21.21

The Company has not issued any stock options since 2009 and all outstanding options are vested.

As of April 23, 2016, total unrecognized compensation costs related to non-vested share-based awards granted under the Company’s stock incentive plans were $8.9 million for restricted stock, and are expected to be recognized over a weighted average period of 2.6 years. All compensation costs related to stock options have been recognized.

Note 13 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share from continuing operations:

	16 Weeks Ended
	April 23,			April 25,
(In thousands, except per share amounts)	2016			2015
Numerator:
Earnings from continuing operations	$	9,960		$	10,447
Adjustment for earnings attributable to participating securities		(178	)		(189	)
Earnings from continuing operations used in calculating earnings per share	$	9,782		$	10,258
Denominator:
Weighted average shares outstanding, including participating securities		37,488			37,689
Adjustment for participating securities		(669	)		(682	)
Shares used in calculating basic earnings per share		36,819			37,007
Effect of dilutive stock options		56			113
Shares used in calculating diluted earnings per share		36,875			37,120
Basic earnings per share from continuing operations	$	0.27		$	0.28
Diluted earnings per share from continuing operations	$	0.27		$	0.28

Note 14 – Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

	16 Weeks Ended
	April 23,		April 25,
(In thousands)	2016		2015
Non-cash financing activities:
Issuance of restricted stock to associates and directors	$	8,396	$	8,274
Capital lease obligations		3,651		—
Non-cash investing activities:
Capital expenditures included in accounts payable		2,644		2,038
Capital lease asset additions		3,651		—
Other supplemental cash flow information:
Cash paid for interest		4,479		3,964

Note 15 – Reporting Segment Information

The following tables set forth information about the Company by reporting segment:

(In thousands)	Military		Food Distribution		Retail			Total
16 Weeks Ended April 23, 2016
Net sales to external customers	$	674,523	$	991,137	$	613,110		$	2,278,770
Inter-segment sales		—		277,003		—			277,003
Merger integration and acquisition expenses		1		468		428			897
Depreciation and amortization		3,475		6,470		13,424			23,369
Operating earnings (loss)		3,433		25,856		(7,629	)		21,660
Capital expenditures		2,335		5,522		10,233			18,090

16 Weeks Ended April 25, 2015
Net sales to external customers	$	699,394	$	986,435	$	626,854		$	2,312,683
Inter-segment sales		—		281,275		—			281,275
Merger integration and acquisition expenses		—		2,187		497			2,684
Depreciation and amortization		3,733		8,536		13,516			25,785
Operating earnings (loss)		6,158		20,249		(2,554	)		23,853
Capital expenditures		584		3,553		8,587			12,724

(In thousands)	April 23, 2016		January 2, 2016
Total Assets
Military	$	410,675	$	415,140
Food Distribution		777,273		750,277
Retail		729,358		747,359
Discontinued operations		3,478		4,487
Total	$	1,920,784	$	1,917,263

The Company offers a wide variety of grocery products, general merchandise and health and beauty care, pharmacy, fuel, and other items and services. The following table presents sales by type of similar product and services:

	16 Weeks Ended
(in thousands, except percentages)	April 23, 2016				April 25, 2015
Non-perishables ⁽¹⁾	$	1,452,576	63.7	%	$	1,472,711	63.7	%
Perishables ⁽²⁾		694,450	30.5	%		713,034	30.8	%
Pharmacy		104,590	4.6	%		92,039	4.0	%
Fuel		27,154	1.2	%		34,899	1.5	%
Consolidated net sales	$	2,278,770	100.0	%	$	2,312,683	100.0	%

⁽¹⁾	Consists primarily of general merchandise, grocery, beverages, snacks, tobacco products and frozen foods.

⁽²⁾	Consists primarily of produce, dairy, meat, bakery, deli, floral and seafood.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q, the information contained under the caption “Forward-Looking Statements,” which appears at the beginning of this report, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016.

Overview

SpartanNash is headquartered in Grand Rapids, Michigan and is a leading multi-regional grocery distributor and grocery retailer and the largest distributor, by revenue, of grocery products to military commissaries in the United States. The Company operates three reportable business segments: Military, Food Distribution and Retail.

The Company’s Military segment contracts with manufacturers to distribute a wide variety of grocery products primarily to military commissaries and exchanges located in the United States, the District of Columbia, Europe, Cuba, Puerto Rico, Bahrain and Egypt. The Company has over 40 years of experience acting as a distributor to U.S. military commissaries and exchanges.

The Company’s Food Distribution segment provides a wide variety of nationally branded and private label grocery products and perishable food products, including dry groceries, produce, dairy products, meat, delicatessen items, bakery goods, frozen food, seafood, floral products, general merchandise, beverages, tobacco products, health and beauty care products and pharmacy to approximately 2,100 independently-owned supermarkets and 160 Company-owned retail stores. The Food Distribution segment currently conducts business in 47 states, primarily in the Midwest, Great Lakes, and Southeast regions of the United States. The Company also services a large national retailer, Dollar General, through its Food Distribution segment. Sales are made to more than 13,000 retail locations for this customer.

The Company’s Retail segment operates 160 supermarkets in the Midwest and Great Lakes regions primarily under the banners of Family Fare Supermarkets, Family Fresh Markets, D&W Fresh Markets, and Sun Mart. Company-owned retail stores offer nationally branded and private label grocery products and perishable food products, including dry groceries, produce, dairy products, meat, delicatessen items, bakery goods, frozen food, seafood, floral products, general merchandise, beverages, tobacco products and health and beauty care products. The Company offers pharmacy services in 91 of its supermarkets and also operates 29 fuel centers. The retail supermarkets have a “neighborhood market” focus to distinguish them from supercenters and limited assortment stores.

All fiscal quarters are 12 weeks, except for the Company’s first quarter, which is 16 weeks and will generally include the Easter holiday. The fourth quarter includes the Thanksgiving and Christmas holidays.

During the first quarter of fiscal 2016, the Company continued to execute on its strategic initiatives, enhance its merchandising, pricing and promotional programs, and explore supply chain solutions to grow its business in the Food Distribution and Military segments. The Company continued to benefit from improvements in its overall operations and expense leverage through its supply chain optimization and merger integration efforts. In spite of the challenging operating environment, the Company maintained its disciplined focus on its key strategic initiatives relating to driving new business, improving operational efficiencies and maximizing its merger synergies.

First quarter fiscal 2016 operational highlights include:

The Company began distributing private brand products to its newest independent customer Gordy's Market, the largest locally owned and operated grocer in Western Wisconsin, in February and was fully servicing the account as its primary distributor by the end of the first quarter.

In the Military segment, the Company continued to roll out the distribution of fresh products to commissaries and is encouraged by the potential opportunity to secure new volume to the ongoing business.

The Company continued to integrate its supply chain organization to further optimize the network and increase asset utilization. The Company consolidated its Westville, Indiana warehouse, which was underutilized, into its Lima, Ohio facility. The Company also announced its plans to combine its warehouse in Statesboro, Georgia with its facility in Columbus, Georgia in the second quarter. The Company expects that the merger of these facilities will lead to lower costs over time for its customers, as well as enhanced product freshness and selection. Additionally, the Company anticipates improved efficiency across its Food Distribution and Military channels as a result.

The Company completed four remodels in Michigan and began remodeling activities on eight stores in Omaha while closing three as part of its rebranding and marketing strategy. The Company plans to re-launch the entire Omaha region as Family Fare while completing the rollout of its customer loyalty program to that region.

The Company continued to invest in analytical capabilities to provide helpful data and insights that enable the Company to make greater inr oads into the areas of targeted and personalized marketing, and more relevant product and assortment selections. The Company completed a new set of customer segmentation to help it better understand its customers in each of the regions in which it operates ; allowing the Company to drive greater engagement and build its share of the customer’s wallet by offering the products and value they desire.

Introduced Open Acres, a new private brand for fresh products. This new brand will be rolled out during the upcoming year featuring items in meat, deli, bakery and produce. The introduction of the brand closes a gap in the private brands portfolio that existed in the non-Michigan footprint. These products will deliver national brand or better quality at a significant savings to consumers in both Company-owned and independent store locations.

The Company also continues to expand its private brand program and living well offering for both its independent customers and Company-owned stores. This expanded offering includes the Company’s natural and organic Full Circle private brand line as well as a significant increase in SKUs across organic produce and healthier specialty items.

Results of Operations

The following table sets forth items from the condensed consolidated statements of earnings as a percentage of net sales and the year-to-year percentage change in the dollar amounts:

									Percentage
	Percentage of Net Sales								Change
									16 Weeks
	16 Weeks Ended								Ended
	April 23,				April 25,				April 23,
	2016				2015				2016
Net sales		100.0				100.0				(1.5	)
Gross profit		14.7				14.5				(0.6	)
Merger integration and acquisition		0.0				0.1				(66.6	)
Selling, general and administrative expenses		13.0				13.1				(2.0	)
Restructuring charges and asset impairment		0.7				0.3				108.6
Operating earnings		1.0				1.0				(9.2	)
Other income and expenses		0.3		*		0.3				(15.6	)
Earnings before income taxes and discontinued operations		0.7				0.7				(6.7	)
Income taxes		0.3				0.2		*		(9.8	)
Earnings from continuing operations		0.4				0.5				(4.7	)
Loss from discontinued operations, net of taxes		(0.0	)			(0.1	)	*		(9.5	)
Net earnings		0.4				0.4				(4.6	)

*	Difference due to rounding

Adjusted Operating Earnings

Adjusted operating earnings is a non-GAAP operating financial measure that the Company defines as operating earnings plus or minus adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

The Company believes that adjusted operating earnings provide a meaningful representation of its operating performance for the Company as a whole and for its operating segments. The Company considers adjusted operating earnings as an additional way to measure operating performance on an ongoing basis. Adjusted operating earnings is meant to reflect the ongoing operating performance of all of its distribution and retail operations; consequently, it excludes the impact of items that could be considered “non-operating” or “non-core” in nature, and also excludes the contributions of activities classified as discontinued operations. Because adjusted operating earnings and adjusted operating earnings by segment are performance measures that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in adjusted operating earnings format.

Adjusted operating earnings is not a measure of performance under accounting principles generally accepted in the United States of America, and should not be considered as a substitute for operating earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definition of adjusted operating earnings may not be identical to similarly titled measures reported by other companies.

Following is a reconciliation of operating earnings to adjusted operating earnings for the 16 weeks ended April 23, 2016 and April 25, 2015.

	16 Weeks Ended
(In thousands)	April 23, 2016			April 25, 2015
Operating earnings		21,660			23,853
Adjustments:
Merger integration and acquisition		897			2,684
Restructuring charges and asset impairment		15,304			7,338
Severance associated with cost reduction initiatives		679			—
Adjusted operating earnings	$	38,540		$	33,875
Reconciliation of operating earnings to adjusted operating earnings by segment:
Military:
Operating earnings	$	3,433		$	6,158
Adjustments:
Merger integration and acquisition		1			—
Restructuring charges and asset impairment		32			—
Severance associated with cost reduction initiatives		222			—
Adjusted operating earnings	$	3,688		$	6,158
Food Distribution:
Operating earnings	$	25,856		$	20,249
Adjustments:
Merger integration and acquisition		468			2,187
Restructuring charges (gains) and asset impairment		2,233			(281	)
Severance associated with cost reduction initiatives		206			—
Adjusted operating earnings	$	28,763		$	22,155
Retail:
Operating loss	$	(7,629	)	$	(2,554	)
Adjustments:
Merger integration and acquisition		428			497
Restructuring charges and asset impairment		13,039			7,619
Severance associated with cost reduction initiatives		251			—
Adjusted operating earnings	$	6,089		$	5,562

Adjusted Earnings from Continuing Operations

Adjusted earnings from continuing operations is a non-GAAP operating financial measure that the Company defines as earnings from continuing operations plus or minus adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

The Company believes that adjusted earnings from continuing operations provide a meaningful representation of its operating performance for the Company. The Company considers adjusted earnings from continuing operations as an additional way to measure operating performance on an ongoing basis. Adjusted earnings from continuing operations is meant to reflect the ongoing operating performance of all of its distribution and retail operations; consequently, it excludes the impact of items that could be considered “non-operating” or “non-core” in nature, and also excludes the contributions of activities classified as discontinued operations. Because adjusted earnings from continuing operations is a performance measure that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in adjusted earnings from continuing operations format.

Adjusted earnings from continuing operations is not a measure of performance under accounting principles generally accepted in the United States of America, and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definition of adjusted earnings from continuing operations may not be identical to similarly titled measures reported by other companies.

Following is a reconciliation of earnings from continuing operations to adjusted earnings from continuing operations for the 16 weeks ended April 23, 2016 and April 25, 2015.

	16 Weeks Ended
	April 23, 2016					April 25, 2015
				Earnings from					Earnings from
	Earnings			continuing		Earnings			continuing
	from			operations		from			operations
	continuing			per diluted		continuing			per diluted
(In thousands, except per share data)	operations			share		operations			share
Earnings from continuing operations	$	9,960		$	0.27	$	10,447		$	0.28
Adjustments:
Merger integration and acquisition		897					2,684
Restructuring charges and asset impairment		15,304					7,338
Severance associated with cost reduction initiatives		679					—
Total adjustments		16,880					10,022
Income tax effect on adjustments		(6,428	)				(3,906	)
Total adjustments, net of taxes		10,452			0.27		6,116			0.16
Adjusted earnings from continuing operations	$	20,412		$	0.54	$	16,563		$	0.44

* Includes rounding

Adjusted EBITDA

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is a non-GAAP operating financial measure that the Company defines as operating earnings plus depreciation and amortization, and other non-cash items including deferred (stock) compensation, the LIFO provision, as well as adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

The Company believes that adjusted EBITDA provides a meaningful representation of its operating performance for the Company as a whole and for its operating segments. The Company considers adjusted EBITDA as an additional way to measure operating performance on an ongoing basis. Adjusted EBITDA is meant to reflect the ongoing operating performance of all of its distribution and retail operations; consequently, it excludes the impact of items that could be considered “non-operating” or “non-core” in nature, and also excludes the contributions of activities classified as discontinued operations. Because adjusted EBITDA and adjusted EBITDA by segment are performance measures that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in adjusted EBITDA format.

Adjusted EBITDA is not a measure of performance under accounting principles generally accepted in the United States of America, and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definition of adjusted EBITDA may not be identical to similarly titled measures reported by other companies.

Following is a reconciliation of net earnings to adjusted EBITDA for the 16 weeks end ed April 23, 2016 and April 25, 2015.

	16 Weeks Ended
(In thousands)	April 23, 2016			April 25, 2015
Net earnings	$	9,851		$	10,327
Loss from discontinued operations, net of tax		109			120
Income taxes		6,027			6,684
Other expenses, net		5,673			6,722
Operating earnings	$	21,660		$	23,853
Adjustments:
LIFO expense		1,412			1,723
Depreciation and amortization		23,369			25,785
Merger integration and acquisition		897			2,684
Restructuring charges and asset impairment		15,304			7,338
Stock-based compensation		5,024			4,753
Other non-cash charges (gains)		371			(247	)
Adjusted EBITDA	$	68,037		$	65,889
Reconciliation of operating earnings to adjusted EBITDA by segment:
Military:
Operating earnings	$	3,433		$	6,158
Adjustments:
LIFO expense		311			388
Depreciation and amortization		3,475			3,733
Merger integration and acquisition		1			—
Restructuring charges and asset impairment		32			—
Stock-based compensation		781			704
Other non-cash charges		208			97
Adjusted EBITDA	$	8,241		$	11,080
Food Distribution:
Operating earnings	$	25,856		$	20,249
Adjustments:
LIFO expense		737			890
Depreciation and amortization		6,470			8,536
Merger integration and acquisition		468			2,187
Restructuring charges (gains) and asset impairment		2,233			(281	)
Stock-based compensation		2,312			2,230
Other non-cash charges		176			35
Adjusted EBITDA	$	38,252		$	33,846
Retail:
Operating loss	$	(7,629	)	$	(2,554	)
Adjustments:
LIFO expense		364			445
Depreciation and amortization		13,424			13,516
Merger integration and acquisition		428			497
Restructuring charges and asset impairment		13,039			7,619
Stock-based compensation		1,931			1,819
Other non-cash gains		(13	)		(379	)
Adjusted EBITDA	$	21,544		$	20,963

Net Sales – Net sales for the quarter ended April 23, 2016 (“first quarter”) decreased $33.9 million, or 1.5%, from $2.31 billion in the quarter ended April 25, 2015 (“prior year quarter”) to $2.28 billion as increases in the Food Distribution segment were offset by lower sales in the Military and Retail segments.

Net sales for the first quarter in the Military segment decreased $24.9 million, or 3.6%, from $699.4 million in the prior year quarter to $674.5 million. The decrease was primarily due to lower sales at the Defense Commissary Agency (“DeCA”) operated commissaries and an unusually strong first quarter in the prior year, partially offset by new business gains associated with the distribution of new fresh products.

Net sales for the first quarter in the Food Distribution segment increased $4.7 million, or 0.5%, from $986.4 million in the prior year quarter to $991.1 million primarily due to new business gains.

Net sales for the first quarter in the Retail segment decreased $13.8 million, or 2.2%, from $626.9 million in the prior year quarter to $613.1 million. The decrease was primarily due to a 3.4% decrease in comparable store sales, excluding fuel, $14.0 million in lower sales resulting from the closure of retail stores and fuel centers, and $6.2 million due to significantly lower fuel prices compared to the prior year, partially offset by contributions from the Dan’s stores acquired in the second quarter of last year. Comparable store sales reflect the challenging economic headwinds in certain regions, a deflationary environment, competitive new store openings, and the impact of unseasonably warm weather in the northern geographies. The Company defines a retail store as comparable when it is in operation for 14 accounting periods (a period is four weeks), with remodeled, expanded and relocated stores included in comparable stores.

Gross Profit – Gross profit represents net sales less cost of sales, which include purchase costs, freight, physical inventory adjustments, markdowns and promotional allowances. Vendor allowances that relate to the buying and merchandising activities consist primarily of promotional allowances, which are generally allowances on purchased quantities and, to a lesser extent, slotting allowances, which are billed to vendors for the Company’s merchandising costs, such as setting up warehouse infrastructure. Vendor allowances associated with product cost are recognized as a reduction in cost of sales when the product is sold. Lump sum payments received for multi-year contracts are amortized over the life of the contracts based on contractual terms.

Gross profit for the first quarter decreased $2.0 million, or 0.6%, from $336.2 million in the prior year quarter to $334.2 million. As a percent of net sales, gross profit for the first quarter increased to 14.7% from 14.5% in the prior year quarter. The gross profit rate increase is primarily attributable to certain favorable rebate programs and the mix of business operations.

Selling, General and Administrative Expenses – Selling, general and administrative (“SG&A”) expenses consist primarily of salaries and wages, employee benefits, warehousing costs, store occupancy costs, shipping and handling, utilities, equipment rental, depreciation and other administrative costs.

SG&A expenses for the first quarter decreased $6.0 million, or 2.0%, from $302.4 million in the prior year quarter to $296.4 million, and were 13.0% of net sales compared to 13.1% in the prior year quarter. The decrease was primarily due to ongoing benefits from merger synergies, operational efficiencies, lower utilities and depreciation expense associated with fully depreciated assets, and the impact of store closures. The decrease in the rate to net sales was primarily due to lower utilities, depreciation, and operating costs resulting from productivity and efficiency initiatives.

Merger Integration and Acquisition – Merger integration and acquisition expenses for the first quarter decreased $1.8 million from $2.7 million in the prior year quarter to $0.9 million. The decrease was primarily due to the completion of certain merger integration projects.

Restructuring Charges and Asset Impairment – First quarter restructuring charges and asset impairment consisted primarily of charges related to the closure of three retail stores and a food distribution center as a result of the Company’s retail store and warehouse rationalization plan. The prior year quarter consisted primarily of charges related to asset impairments associated with underperforming retail stores and costs related to the closure of retail stores and a distribution center, partially offset by the gain on sale of assets related to a previously closed food distribution center and favorable settlements of lease terminations of previously closed stores.

Interest Expense – Interest expense for the first quarter decreased $1.0 million, or 13.7%, from $6.8 million in the prior year quarter to $5.8 million, representing 0.3% of net sales in both years. The decrease in interest expense was primarily due to decreased borrowings and lower interest resulting from the senior note redemption in December 2015.

Income Taxes – The effective income tax rates were 37.7% and 39.0% for the first quarter and prior year quarter, respectively. The differences from the federal statutory rate are due to state taxes and tax credits in the current year and state taxes in the prior year.

Liquidity and Capital Resources

Cash Flow Information

The following table summarizes the Company’s consolidated statements of cash flows:

	16 Weeks Ended
(In thousands)	April 23, 2016			April 25, 2015
Cash flows from operating activities
Net cash provided by operating activities	$	8,553		$	48,941
Net cash used in investing activities		(12,926	)		(4,523	)
Net cash provided by (used in) financing activities		10,505			(42,291	)
Net cash used in discontinued operations		(164	)		(95	)
Net increase in cash and cash equivalents		5,968			2,032
Cash and cash equivalents at beginning of period		22,719			6,443
Cash and cash equivalents at end of period	$	28,687		$	8,475

Net cash provided by operating activities. Net cash provided by operating activities decreased from the prior year first quarter by approximately $40.4 million primarily due to changes in working capital requirements, particularly around the timing of vendor and income tax payments, and inventory requirements for new business.

Net cash used in investing activities. Net cash used in investing activities during the first quarter increased $8.4 million to $12.9 million from $4.5 million in the prior year quarter primarily due to an increase in capital expenditures and a decrease in proceeds on the sale of assets of previously closed facilities.

The Military, Food Distribution and Retail segments utilized 12.9% , 30.5% and 56.6% of capital expenditures, respectively, in fiscal 2016.

Net cash provided by (used in) financing activities. Net cash provided by financing activities during the first quarter was $10.5 million compared to $42.3 million used in the prior year quarter, primarily resulting from changes in net cash flows related to the revolving credit facility, partially offset by an increase in share repurchases of $6.5 million.

Net cash used in discontinued operations. Net cash used in discontinued operations contains the net cash flows of the Company’s Retail and Food Distribution discontinued operations as well as other facility maintenance expenditures.

Debt Management

Total debt, including capital lease obligations and current maturities, was $515.2 million and $486.8 million as of April 23, 2016 and January 2, 2016, respectively. The increase in total debt was driven by drawdowns on the credit facility to finance the Company’s working capital changes.

Liquidity

The Company’s principal sources of liquidity are cash flows generated from operations and its senior secured credit facility which has maximum available credit of $1.0 billion. As of April 23, 2016, the senior secured revolving credit facility and senior secured term loan collectively had outstanding borrowings of $456.8 million. Additional available borrowings under the Company’s $1.0 billion credit facility are based on stipulated advance rates on eligible assets, as defined in the Credit Agreement. The Credit Agreement requires that the Company maintain excess availability of 10% of the borrowing base as such term is defined in the Credit Agreement. The Company had excess availability after the 10% covenant of $279.5 million at April 23, 2016. Payment of dividends and repurchases of outstanding shares are permitted, provided that certain levels of excess availability are maintained. The credit facility provides for the issuance of letters of credit, of which $10.0 million were outstanding as of April 23, 2016. The revolving credit facility matures January 2020, and is secured by substantially all of the Company’s assets. The Company believes that cash generated from operating activities and available borrowings under the credit facility will be sufficient to meet anticipated requirements for working capital, capital expenditures, dividend payments, and debt service obligations for the foreseeable future. However, there can be no assurance that the business will continue to generate cash flow at or above current levels or that the Company will maintain its ability to borrow under the credit facility.

The Company’s current ratio was 1.99:1.00 at April 23, 2016 compared to 1.81:1.00 at January 2, 2016 and its investment in working capital was $445.3 million at April 23, 2016 compared to $396.3 m illion at January 2, 2016. Net debt to total capital ratio was 0.38:1.00 at April 23, 2016 compared to 0.37:1.00 at January 2, 2016.

Total net debt is a non-GAAP financial measure that is defined as long-term debt and capital lease obligations plus current maturities of long-term debt and capital lease obligations less cash and cash equivalents. The Company believes investors find the information useful because it reflects the amount of long-term debt obligations that are not covered by available cash and temporary investments.

Following is a reconciliation of long-term debt and capital lease obligations to total net long-term debt and capital lease obligations as of April 23, 2016 and January 2, 2016.


(In thousands)	April 23, 2016			January 2, 2016
Current maturities of long-term debt and capital lease obligations	$	19,083		$	19,003
Long-term debt and capital lease obligations		496,114			467,793
Total debt		515,197			486,796
Cash and cash equivalents		(28,687	)		(22,719	)
Total net long-term debt	$	486,510		$	464,077

For information on contractual obligations, see the Company’s Form 10-K for the fiscal year ended January 2, 2016. At April 23, 2016, there have been no material changes to the Company’s significant contractual obligations outside the ordinary course of business.

Cash Dividends

An 11.1% increase in the quarterly dividend rate from $0.135 per share to $0.15 per share was approved by the Board of Directors and announced on March 2, 2016. Although the Company expects to continue to pay a quarterly cash dividend, adoption of a dividend policy does not commit the Board of Directors to declare future dividends. Each future dividend will be considered and declared by the Board of Directors at its discretion. Whether the Board of Directors continues to declare dividends depends on a number of factors, including the Company’s future financial condition, anticipated profitability and cash flows and compliance with the terms of its credit facilities.

Under the senior revolving credit facility, the Company is generally permitted to pay dividends in any fiscal year up to an amount such that all cash dividends, together with any cash distributions, prepayment of the senior note and share repurchases, do not exceed $25.0 million. Additionally, the Company is generally permitted to pay cash dividends in excess of $25.0 million in any fiscal year so long as its Excess Availability, as defined in the senior revolving credit facility, is in excess of 10% of the Total Borrowing Base before and after giving effect to the prepayments, repurchases and dividends.

Share Repurchase Plan

During the first quarter of fiscal 2016, the Company repurchased 396,030 shares of its common stock for a total of $9.0 million under its existing $50.0 million repurchase program, leaving $3.3 million available for future share repurchases as of April 23, 2016. During the first quarter of fiscal 2016, the SpartanNash Board of Directors authorized a new five-year share repurchase program for an additional $50.0 million of its outstanding common stock. The new share repurchase program replaces the existing program, which expired on May 17, 2016. As of April 23, 2016, the Company had not made any repurchases under its new share repurchase plan.

Off-Balance Sheet Arrangements

The Company has also made certain commercial commitments that extend beyond April 23, 2016. These commitments consist primarily of standby letters of credit of $10.0 million as of April 23, 2016.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to bad debts, inventories, intangible assets, assets held for sale, long-lived assets, income taxes, self-insurance reserves, restructuring costs, retirement benefits, stock-based compensation, contingencies and litigation. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Based on the Company’s ongoing review, the Company makes adjustments it considers appropriate under the facts and circumstances. This discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements. The Company believes these accounting policies and others set forth in Item 8, Note 1 to the consolidated financial statements in the Company’s Form 10-K for the fiscal year ended January 2, 2016 should be reviewed as they are integral to the understanding the Company’s financial condition and results of operations. The Company has discussed the development, selection and disclosure of these accounting policies with the Audit Committee of the Board of Directors. The accompanying financial statements are prepared using the same critical accounting policies discussed in the Company’s Form 10-K for the fiscal year ended January 2, 2016.

Recently Issued Accounting Standards

Refer to Note 2 in the notes to the condensed consolidated financial statements for further information.

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk

There have been no material changes in market risk of SpartanNash from the information provided under Part II, Item 7A, “Quantitative and Qualitative Disclosure About Market Risk,” of the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016.

ITEM 4. Controls and Procedures

An evaluation of the effectiveness of the design and operation of SpartanNash Company’s disclosure controls and procedures (as currently defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was performed as of April 23, 2016 (the “Evaluation Date”). This evaluation was performed under the supervision and with the participation of SpartanNash Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). As of the Evaluation Date, SpartanNash Company’s management, including the CEO and CFO, concluded that SpartanNash’s disclosure controls and procedures were effective as of the Evaluation Date to ensure that material information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities and Exchange Act of 1934 is accumulated and communicated to management, including its principal executive and principal financial officers as appropriate to allow for timely decisions regarding required disclosure. During the first quarter there was no change in SpartanNash’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, SpartanNash’s internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information regarding SpartanNash’s purchases of its own common stock during the 16 week period ended April 23, 2016. On March 2, 2016, the Board of Directors approved a new five-year share repurchase program for up to $50.0 million of SpartanNash’s common stock to replace the prior authorization, which expired May 17, 2016. As of April 23, 2016, the Company had not made any repurchases under this new plan. All employee transactions are under associate stock compensation plans. These may include: (1) shares of SpartanNash common stock delivered in satisfaction of the exercise price and/or tax withholding obligations by holders of employee stock options who exercised options, and (2) shares submitted for cancellation to satisfy tax withholding obligations that occur upon the vesting of the restricted shares. The value of the shares delivered or withheld is determined by the applicable stock compensation plan.

	Total
	Number		Average
	of Shares		Price Paid
Period	Purchased		per Share
January 3 – January 30, 2016
Employee Transactions		—	$	—
Repurchase Program		121,700	$	19.53
January 31 – February 27, 2016
Employee Transactions		28,507	$	20.57
Repurchase Program		139,900	$	20.22
February 28 – March 26, 2016
Employee Transactions		25,592	$	27.97
Repurchase Program		101,384	$	27.85
March 27 – April 23, 2016
Employee Transactions		—	$	—
Repurchase Program		33,046	$	29.12
Total for Quarter ended April 23, 2016
Employee Transactions		54,099	$	24.07
Repurchase Program		396,030	$	22.71

ITEM 6. Exhibits

The following documents are filed as exhibits to this Quarterly Report on Form 10-Q:

Exhibit Number		Document

2.1		Agreement and Plan of Merger dated July 21, 2013. Previously filed as an exhibit to the Company’s Current Report on Form 8-K on July 22, 2013. Here incorporated by reference.

3.1		Restated Articles of Incorporation of SpartanNash Company, as amended. Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 18, 2015. Here incorporated by reference.

3.2		Bylaws of SpartanNash Company, as amended. Previously filed as an exhibit to Spartan Stores’ Quarterly Report on Form 10-Q for the quarter ended September 10, 2011, filed on November 10, 2011. Here incorporated by reference.

10.1		Form of Restricted Stock Award to Non-Employee Directors.

10.2		Form of Restricted Stock Award to Executive Officers.

10.3		Form of 2016 Long-Term Executive Cash Incentive Award.

10.4		Form of Executive Employment Agreement with certain executive officers.

10.5		Form of Executive Severance Agreement with Christopher P. Meyers.

10.6		Form of Indemnification Agreement. Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended January 2, 2016. Here incorporated by reference.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

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.

SPARTANNASH COMPANY

(Registrant)

Date: May 26, 2016

/s/ Christopher P. Meyers

Christopher P. Meyers

Executive Vice President and Chief Financial Officer

Exhibit 10.1

Grantee: Grant Date: March 2, 2016

Number of Shares: Vesting Day: April 1, 2017

Dear :

Re: Restricted Stock Award - Fiscal Year Ending December 31, 2016

I am pleased to inform you that SpartanNash Company, a Michigan corporation, (“SpartanNash” or the “Company”) has granted to you the number of restricted shares of SpartanNash Common Stock described above under the Company’s Stock Incentive Plan of 2015 (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.

1. Restricted Stock Grant . SpartanNash grants to you shares of the Company’s Common Stock, no par value, 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.

2. 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 .”

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

(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 any 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 designated by the Committee

have absolute discretion to determine whether you have entered into Competition with SpartanNash .

3. Lapse of Restrictions.

(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 April 1, 2017.

( b) Notwithstanding anything to the contrary in this letter, upon termination of your service as a director of SpartanNash 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 SpartanNash for a continuous period of 180 days.

(c)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 have been a director for at least ten years, and you no longer continue as a director with SpartanNash for any reason except removal for Cause.

( d) Notwithstanding anything 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 defined 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. Shareholder Rights . During the Restricted Period, 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 SpartanNash may reasonably specify to ensure compliance with federal and state securities laws.

5. Uncertificated Shares . Your shares of Restricted Stock are being issued without a paper certificate. The Restricted Stock will be registered in your name in SpartanNash’s books and records and reflected on the account statements issued to you by Morgan Stanley Smith Barney (or other financial intermediary). The Company is formed under the laws of the State of Michigan. The Company will furnish to you upon request and without charge a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized

to be issued, the designation, relative rights, preferences, and limitations of each series so far as the same have been prescribed, and the authority of the SpartanNash ’s Board of Directors to designate and prescribe the relative rights, preferences, and limitations of other series. If you have any questions, please contact the Company’s Director of Benefits.

6. 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 SpartanNash may reasonably specify to ensure compliance with federal and state securities laws.

7. Withholding . Because you are a non-employee director, SpartanNash will not make any provision for the withholding of federal, state, or local taxes in connection with the grant or vesting of the Restricted Stock. SpartanNash will provide you with a completed IRS Form 1099 reporting non-employee compensation and certain other payments made to you by SpartanNash for your service as a director, including payments in connection with the Restricted Stock. You are responsible for your tax obligations in connection with the grant and vesting of the Restricted Stock, and SpartanNash recommends that you consult with your tax advisor.

8. 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 SpartanNash.

9. Prohibition on Hedging or Pledging . This award is subject to the Company’s policy prohibiting pledging of the Company’s stock and transactions that are designed to hedge or offset declines in the market value of the Company’s stock.

10. Miscellaneous .

(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 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.

( b) The Board may terminate, amend, or modify the Plan in accordance 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 exercising your rights 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 agencies, The Nasdaq Stock Market or any other national securities exchanges as may be required.

(d)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,



	Dennis Eidson
	President & Chief Executive Officer

Exhibit 10.2

Grantee: Grant Date: March 2, 2016

Number of Shares: Vesting Day: April 1

Dear :

Re: Restricted Stock Award - Fiscal Year Ending December 31, 2016

I am pleased to inform you that SpartanNash Company, a Michigan corporation, (“SpartanNash” or the “Company”) has granted to you the number of restricted shares of SpartanNash’s Common Stock described above under the Company’s Stock Incentive Plan of 2015 (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.

1. Restricted Stock Grant . SpartanNash grants to you shares of Company Common Stock, no par value, 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.

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

b. 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 SpartanNash for any reason other than death, Disability or Retirement. Upon the termination of your employment with SpartanNash due to 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.

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 designated by the Committee have absolute discretion to determine whether you have entered into Competition with SpartanNash.

3. Lapse of Restrictions .

a. Except as otherwise provided in this letter, and so long as you remain continuously employed 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 anything to the contrary in this letter, upon termination of your employment with SpartanNash 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.

c. Notwithstanding anything to the contrary in this letter, upon termination of your employment with SpartanNash due to your Retirement (as defined in the Plan) during the Restricted Period, if you continue to comply with your non-competition obligations under paragraph 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 anything to the contrary in this letter or any agreement between you and the Company, 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 will be treated in accordance with Section 9 of the Plan.

4. Shareholder Rights . During the Restricted Period, 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 SpartanNash may reasonably specify to ensure compliance with federal and state securities laws.

Barney (or other financial intermediary). The Company is formed under the laws of the State of Michigan. The Company will furnish to you upon request and without charge a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued, the designation, relative rights, preferences, and limitations of each series so far as the same have been prescribed, and the authority of the SpartanNash ’s Board of Directors to designate and prescribe the relative rights, preferences, and limitations of other series. If you have any questions, please contact the Company’s Director of Benefits.

7. Withholding . SpartanNash is entitled to: (1) withhold and deduct from your future wages (or from other amounts that may be due and owing to you from SpartanNash), 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 SpartanNash before taking any action with respect to the Restricted Stock. Upon your written authorization, withholding may be satisfied by withholding Common Stock to be released upon vesting of and lapse of restrictions with respect to shares of the Restricted Stock or by delivery to SpartanNash of previously owned Common Stock.

9. Clawback . This award is subject to the Company’s “clawback” policy providing for the recovery of incentive compensation that the Company, or as may be required under applicable law, rule or regulation.

10. Prohibition on Hedging or Pledging . This award is subject to the Company’s policy prohibiting pledging of the Company’s stock and transactions that are designed to hedge or offset declines in the market value of the Company’s stock.

11. Miscellaneous .

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 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.

b. The Board may terminate, amend, or modify the Plan in accordance 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 exercising your rights 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 agencies, The Nasdaq Stock Market or any other national securities exchanges as may be required.

d. 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,



	Dennis Eidson
	President & Chief Executive Officer

Exhibit 10.3


Award Recipient:		Grant Date: March 2, 2016

Dear :

Re: Long-Term Executive Cash Incentive Award 2016

I am pleased to inform you that SpartanNash Company (“ SpartanNash ” or the “ Company ”) has awarded to you the opportunity to earn multi-year cash incentive compensation under the Company’s Executive Cash Incentive Plan of 2015 (the “ Plan ”) ¹ as described in this letter. By accepting this award, you agree that the award 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. Capitalized terms not defined in this letter have the meanings given to them in the Plan.

1. Target Award Amount . Your threshold, target and maximum Long-Term Cash Incentive Award opportunity will be communicated to you separately. As discussed in more detail below, your Long-Term Cash Incentive Award, if any, will be paid with respect to each of the performance measurements described below if SpartanNash achieves at least the threshold level of performance specified by the Compensation Committee in the Performance Period for that performance measurement, and you satisfy the other requirements discussed in this letter.

2. Performance Measurements and Performance Period .

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 ”), consolidated Adjusted EBITDA, and ROIC (as defined below). Forty percent (40%) of your Long-Term Cash Incentive Award will be based on SpartanNash’s EPS performance, forty percent (40%) will be based on consolidated Adjusted EBITDA, and twenty percent (20%) will be based on ROIC.

Performance Measurement . For each of the metrics listed in paragraph (a) above, performance will be measured as of the fiscal year ending December 29, 2018 (“ fiscal 2018 ”). As used in this letter, “ Performance Period ” means the period beginning on January 3, 2016 and ending on December 29, 2018.

Summary . The award is summarized on the following table:

¹	For SVPs, this should be the Cash Incentive Plan of 2010.


Performance Measurement	Percentage of Long-Term Cash Incentive Award
EPS ¹		40	%
Consolidated Adjusted EBITDA ²		20	%
ROIC ³		40	%

¹	EPS means Diluted Earnings per Share on a Consolidated Net Earnings (adjusted for items not representative of ongoing operations) basis.

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.

ROIC is calculated by dividing the tax affected operating profit adjusted for income and expenses consistently with the annual incentive plan for the last year of the measurement period and LIFO expense by a 5 quarter average of total invested capital (total assets plus LIFO reserve less cash and non-interest bearing current liabilities), calculated using the last 5 quarters of the measurement period.

3. Performance Goals and Payouts. Your Long-Term Cash Incentive Award will be determined according to the matrices presented below. The levels of performance for EPS, consolidated Adjusted EBITDA, and ROIC have been established and will be communicated to you separately. No Long-Term Cash Incentive Award will be paid with respect to a performance measurement unless SpartanNash achieves the threshold level of performance for that performance measurement.

EPS


	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	%

Consolidated Adjusted EBITDA


	Performance			Payout
Level	% of Consolidated Adjusted EBITDA 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	%
—		101.3	%		125.0	%
—		102.5	%		150.0	%
—		103.8	%		175.0	%
Maximum		≥105.0	%		200.0	%

ROIC


	Performance			Payout
Level	% of ROIC Goal			% of Target
—		<92.0	%		0.0	%
Threshold		92.0	%		10.0	%
—		94.0	%		32.5	%
—		96.0	%		55.0	%
—		98.0	%		77.5	%
Target		100.0	%		100.0	%
—		103.8	%		125.0	%
—		107.5	%		150.0	%
		111.3	%		175.0	%
Maximum		≥115.0	%		200.0	%

If SpartanNash’s actual performance achieved for EPS, consolidated Adjusted EBITDA, or ROIC exceeds the threshold level and falls between specified levels, then the percentage of the Target Award that will be paid will be determined by interpolation. The evaluation of these metrics will exclude the events or their effects set forth in Section 10.2 of the Plan. ²

4. No Additional Vesting Period. Your Long-Term Cash Incentive Award is earned based on the value of EPS, ROIC and consolidated Adjusted EBITDA as measured at fiscal 2018. Each component of your Long-Term Cash Incentive Award earned according to the matrices above, if any, will not be subject to any additional vesting period following the Performance Period.

²	For awards under the 2010 Plan, this sentence should read “The evaluation of these metrics will exclude the events or their effects set forth in Section 10.2 of the Company’s Executive Cash Incentive Plan of 2015.”

5. Effect of Termination of Employment . Except as provided in this Section 5 and Section 6 below, if your employment with SpartanNash is terminated for any reason before the end of the Performance Period, you will forfeit any unearned Long-Term Cash Incentive Award. If your employment with SpartanNash terminates for retirement, death or total disability, your eligibility for a Long-Term Cash Incentive Award will be determined in accordance with the following table:

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.

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.

Change in Control.

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, ROIC 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.

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.

7. Executive Severance Agreement. The Long-Term Cash Incentive Award opportunity described in this letter is not subject to the provisions of your Executive Severance Agreement with the Company. In the event of a Change in Control, your right to receive any portion of the Long-Term Cash Incentive Award described in this letter will be governed exclusively by the terms and conditions of this letter, and you will not receive any additional payment for the Long-Term Cash Incentive Award under your Executive Severance Agreement.

8. Annual Incentive Award . You will be separately notified of your eligibility to earn an annual incentive award for 2016.

9. Compensation Committee Authority and Discretion . The Plan is administered and interpreted by the Compensation Committee of the Board of Directors. Although the Committee has authority to exercise reasonable discretion to interpret the Plan and the performance goals, it generally may not amend or waive any performance goal after the 90th day of the fiscal year. The Committee has no authority or discretion to increase any Long-Term Cash Incentive Award.

10. Withholding. SpartanNash is entitled to withhold and deduct from your future wages (or from other amounts that may be due and owing to you from SpartanNash), 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 a Long-Term Cash Incentive Award.

11. Clawback. This award is subject to the Company’s “clawback” policy providing for the recovery of incentive compensation.

12. Miscellaneous .

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.

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

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.

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

Very truly yours,

Dennis Eidson

President and Chief Executive Officer

Accepted and Agreed to:

Name

Date

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “ Agreement ”) is made by SPARTANNASH COMPANY, a Michigan corporation (the “ Company ”), and Christopher Meyers (“ Executive ”). The parties agree as follows:

1. Effective Date and Term . This Agreement will take effect as of April 11, 2016 (“ Effective Date ”), and will remain in effect during Executive’s Employment (as defined in Section 2) and thereafter as to those provisions that expressly state that they will remain in effect after termination of Executive’s employment.

2. Employment . Executive will serve as the Company’s Executive Vice President Chief Financial Officer, or in such other management positions with the Company or an Affiliate as may be assigned by the Company (the “ Employment ”). Executive will perform the duties assigned from time to time to Executive’s position. The Employment will be full time and Executive’s entire business time and efforts will be devoted to the Employment, except as otherwise provided by written Company policy. Executive agrees to comply with Company policies, including but not limited to any applicable Company policy requiring Executive to own shares of common stock in the Company. As used in this Agreement, the term “ Affiliate ” includes any organization controlling, controlled by or under common control with the Company.

3. Term of Employment . The term of the Employment will be indefinite and will continue until terminated pursuant to this Agreement.

4. Compensation . Executive will be compensated during the Employment as follows:

(a) Salary . The Executive’s salary as of the Effective Date is $450,000 per year (or a pro -rated weekly amount for any partial year), subject to normal payroll deductions and payable in accordance with the Company’s normal payroll practices. Executive’s salary will be reviewed annually by the Company and subject to the limitations in Section 5(b)(i) may be adjusted to reflect Company determinations of Executive’s performance, Company performance, or business or economic conditions.

(b) Bonus . Executive will be eligible to participate in any incentive bonus programs designated by the Company from time to time for executives occupying positions at the same level as Executive’s position, in accordance with the terms of such programs, which are subject to change from time to time in the Company’s discretion.

(c) Benefits . Executive will be eligible to participate in fringe benefit programs covering the Company’s salaried employees as a group, and in any programs

applicable under Company policy to executives occupying positions at the same level as Executive’s position. The terms of applicable insurance policies and benefit plans in effect from time to time will govern with regard to specific issues of coverage and benefit eligibility. All benefit programs are subject to change from time to time in the Company’s discretion.

(d) Relocation Assistance . Executive agrees to relocate to the Grand Rapids, Michigan area. Executive will receive Company-paid relocation assistance pursuant to the Company’s relocation assistance policy and the Company’s offer letter to Executive. Executive agrees that if Executive resigns other than for Good Reason during the first twelve (12) months of Executive’s relocation to the Grand Rapids, Michigan area, Executive will repay the Company for all relocation expenses paid by the Company in connection with Executive’s relocation

(e) Business Expenses . The Company will reimburse Executive for reasonable, ordinary and necessary business expenses that are specifically authorized or authorized by Company policy, subject to Executive’s prompt submission of proper documentation for tax and accounting purposes . Such expenses shall be reimbursed within thirty (30) days after Executive requests reimbursement, but in no event later than two and one-half (2 ½) months after the end of the year in which the expense is incurred.

5. Termination of Employment .

(a) Termination Without Severance Pay . Executive shall not be entitled to any further compensation from the Company or any Affiliate after termination of the Employment as permitted by this Section 5(a), except (A) unpaid salary installments through the end of the week in which the Employment terminates, and (B) any vested benefits accrued before the termination of Employment under the terms of any written Company policy or benefit program.

i. Death . The Employment will terminate automatically upon Executive’s death.

ii. Disability . If Executive is unable to perform Executive’s duties under this Agreement due to physical or mental disability for a continuous period of one hundred eighty (180) days or longer and Executive is eligible for benefits under the Company’s long-term disability insurance policy (“long-term disability benefits”), the Company may terminate the Employment under this Section 5 (a)(ii). If the Company terminates the Employment as the result of Executive’s inability to perform Executive’s duties for less than one hundred eighty (180) days due to a disability, the termination of Employment will be deemed to be pursuant to Section 5(b)(ii) below.

iii. Termination by Company for Cause . The Company may terminate the Employment for “ Cause ,” defined as Executive’s: (A) breach of any provision of Sections 7, 8, or 9 of this Agreement; (B) willful continued failure to

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perform or willful poor performance of duties (other than due to disability) after warning and reasonable opportunity to meet reasonable required performance standards; (C) gross negligence causing or placing the Company at risk of significant damage or harm; (D) misappropriation of or intentional damage to Company property; (E) conviction of a felony (other than negligent vehicular homicide); or (F) intentional act or omission that Executive knows or should know is significantly detrimental to the interests of the Company.

If the Company becomes aware after termination of the Employment other than for Cause that Executive engaged before the termination of Employment in willful misconduct constituting Cause, the Company may recharacterize Executive’s termination as having been for Cause.

iv. Discretionary Termination by Executive . Executive may terminate the Employment at will, with at least thirty (30) days advance written notice. If Executive gives such notice of termination, the Company may (but need not) relieve Executive of some or all of Executive’s responsibilities for part or all of such notice period, provided that Executive’s pay and benefits are continued for the lesser of thirty (30) days or the remaining period of the Employment.

(b) Termination With Severance Pay . Executive shall not be entitled to any further compensation from the Company or any Affiliate after termination of the Employment as permitted by this Section 5(b), except (A) unpaid salary installments through the end of the week in which the Employment terminates, (B) any vested benefits accrued before the termination of Employment under the terms of any written Company policy or benefit progra m, and (C) any Severance Pay to which Executive is entitled under this Section 5(b).

i. Termination by Executive for Good Reason . Executive may terminate the Employment for “ Good Reason ” if and only if the Company materially breaches the Company’s obligations to Executive under this Agreement, or materially reduces Executive’s salary other than an economic or business motivated reduction accompanied by proportionate reductions in the salaries of all other similarly situated executives . Executive may not resign for Good Reason unless ( A) Executive notifies the Company’s Chief Executive Officer in writing, within thirty (30) days after the act or omission in question, asserting that the act or omission in question constitutes Good Reason and explaining why , ( B) the Company fails, within thirty ( 30) days after the notification, to take all reasonable steps to cure the breach, and ( C) Executive resigns by written notice within thirty (30) days after expiration of the thirty ( 30) day period under Section 5 (b)(i)(B). If Executive terminates the Employment for Good Reason, Executive will be entitled to Severance Pay as provided in and subject to Section 6. Executive’s failure to object to a material breach as provided above will not waive Executive’s right to resign with Good Reason after following the above procedure with regard to any subsequent material breach.

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ii. Discretionary Termination by Company . The Company may terminate the Employment at will, but if the Company does so Executive will be entitled to Severance Pay as provided in and subject to Section 6. Any termination of Executive’s Employment by the Company under Section 5(a) that is found not to meet the standards of such Section will be considered to have been a termination under Section 5 ( b)(ii ).

6. Severance Pay . The Company will pay and provide Executive with the payments and benefit continuation provided in this Section 6 (“ Severance Pay ”) upon Executive’s “separation from service” as that term is defined by Section 409A of the Internal Revenue Code (the “Code”), i f Executive’s Employment is terminated as provided in Section 5(b) and the Executive contemporaneously or subsequently experiences a separation from service.

(a) Amount and Duration of Severance Pay . Subject to the other provisions of this Section, Severance Pay will consist of:

i. Cash Payment . A lump sum cash payment equal to fifty-two (52) weeks of Executive’s salary as of the date on which Executive’s separation from service occurs , payable as provided in Section 6(b). The lump sum cash payment will be considered wages allocated equally to each of the weeks covered by the payment for purposes of any applicable unemployment compensation or workers compensation laws, and any applicable disability insurance program, but will not be considered to extend Executive’s employment beyond the date of Executive’s separation from service under any Company qualified retirement plan or other Company benefit plan or program.

ii. Health Coverage Reimbursement . Reimbursement to Executive by the Company of the COBRA continuation coverage premiums incurred and paid by Executive to continue Executive’s then current employee and dependent health, dental, and prescription drug coverage for fifty-two (52) weeks after the date of termination of the Employment, provided that (A) Executive elects and remains eligible for COBRA continuation coverage, (B) Executive continues to pay the normal employee contribution for such coverage, and (C) that the Company’s obligation to provide coverage will end if Executive becomes eligible for comparable coverage from a new employer. Reimbursement for each monthly premium paid by Executive will be made not later than thirty (30) days after Executive requests reimbursement, but in no event later than the end of the second year after that in which the Executive’s separation from service occurs. Reimbursements under this Section 6(a)(ii) will be reported as part of Executive's W-2 compensation and will be subject to Federal income tax withholding.

iii. Outplacement Assistance . Up to six (6) months of outplacement assistance from an outplacement assistance firm approved by the Company. All costs under this Section 6(a)(iii) must be incurred during the period beginning with the date of Executive’s separation from service and ending not later than the last day of the year following that in which the Executive’s separation from

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service occurs, and will be paid not later than sixty (60) days after the expense is incurred and billed to the Company .

(b) Payment Terms . The lump sum cash payment under Section 6(a)(i) will be made on the Company’s first normal pay date after the release provided for in Section 6(c)(iii) becomes effective and any revocation period provided for in the release has expired. In no event will the latest date for (A) signing of the release, and (B) expiration of any revocation period in the release, and (C) the completion of payments under Section 6(a)(i), be deferred beyond the fifteenth (15 ^th ) day of the third (3 ^rd ) month after the end of the year in which Executive’s separation from service occurs.

The Executive will receive the payments called for by Section 6(a)(i) notwithstanding any other earnings that Executive may have, and subject to offset only as provided in Section 6( d). If Executive dies before all payments under Section 6(a) have been made, the lump sum cash payment will be paid to Executive’s designated beneficiary (or Executive’s estate if Executive fails to designate a beneficiary) , and health coverage continuation under Section 6(a)(ii) will continue for Executive’s eligible depende nts for the remainder of the fifty-two (52) week period subject to the conditions in Sections 6( a )(ii)(A) and (B) . I f Executive becomes eligible for long-term disability benefits, no further payments will be made under Section 6(a)(i) after the date that Executive is eligible to begin receiving such disability benefits.

(c) Conditions to Severance Pay . To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not claim unemployment compensation for any week for which Executive receives payment under Section 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a release, in form acceptable to the Company, of any and all claims arising out of or relating to Executive’s Employment or its termination and that Executive might otherwise have against the Company, the Company’s Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s right to any payments due under this Section or Section 5, or any right of Executive to liability insurance coverage under any liability insurance policy or to indemnification under the Company’s Articles of Incorporation or Bylaws or any written indemnification agreement; (iv) Executive must reaffirm in writing upon request by Company Executive’s obligations under Sections 7, 8 and 9 of this Agreement; (v) Executive must resign upon written request by Company from all positions with or representing the Company or any Affiliate, including but not limited to membership on boards of directors; and (vi) Executive must provide the Company for a period of ninety (90) days after the Employment termination date with consulting services regarding matters within the scope of Executive’s former duties , upon request by the Company’s Chief Executive Officer; Executive will only be required to provide those services by telephone at Executive’s reasonable convenience and without substantial interference with Executive’s other activities or commitments.

( d ) Offsets to Severance Pay . The Severance Pay due to Executive under Section 6(a)(i) will be reduced (but not below 0) by: (i) any disability benefits to which

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Executive will be entitled for any portion of the fifty ‑two (52) week period covered by Section 6(a)(i) under any disability insurance policy or program of the Company or any Affiliate (including but not limited to worker’s disability compensation); (ii) any severance pay payable to Executive under any other agreement or Company policy; (iii) any payment due to Executive under the Federal Worker Adjustment and Retraining Notification Act or any comparable state statute or local ordinance; and (iv) any amount owing by Executive to the Company that the Company is legally entitled to set off against the Severance Pay under applicable law.

7. Loyalty and Confidentiality; Certain Property and Information .

(a) Loyalty and Confidentiality . Executive will be loyal to the Company during the Employment and will forever hold in strictest confidence, and not use or disclose, any information regarding techniques, processes, developmental or experimental work, trade secrets, customer or prospect names or information, or proprietary or confidential information relating to the current or planned products, services, sales, pricing, costs, employees or business of the Company or any Affiliate, except as disclosure or use may be required in connection with Executive’s work for the Company or any Affiliate or as may be compelled pursuant to court order or subpoena. Executive will also keep the terms of this Agreement confidential. The Executive’s commitment not to use or disclose information does not apply to information that becomes publicly known without any breach of this Agreement by Executive.

(b) Certain Property and Information . Upon termination of the Employment, Executive will deliver to the Company any and all property owned or leased by the Company or any Affiliate and any and all materials and information (in whatever form) relating to the business of the Company or any Affiliate, including without limitation all customer lists and information, financial information, business notes, business plans, documents, keys, credit cards and other Company -provided equipment. All Company property will be returned promptly and in good condition except for normal wear.

Executive’s commitments in this Section will continue in effect after termination of the Employment. The parties agree that any breach of Executive’s covenants in this Section would cause the Company irreparable harm, and that injunctive relief would be appropriate.

8. Ideas, Concepts, Inventions and Other Intellectual Property . All business ideas and concepts and all inventions, improvements, developments and other intellectual property made or conceived by Executive, either solely or in collaboration with others, during the Employment, whether or not during working hours, and relating to the business or any aspect of the business of the Company or any Affiliate or to any business or product the Company or any Affiliate is actively planning to enter or develop, shall become and remain the exclusive property of the Company, and the Company’s successors and assigns. Executive shall disclose promptly in writing to the Company all such inventions, improvements, developments and other intellectual property, and will cooperate in confirming, protecting, and obtaining legal protection of the Company’s ownership rights. Executive’s commitments in this Section will continue in effect after termination of the Employment as to ideas, concepts, inventions, improvements and

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developments and other intellectual property made or conceived in whole or in part before the date the Employment terminates. The parties agree that any breach of Executive’s covenants in this Section would cause the Company irreparable harm, and that injunctive relief would be appropriate.

Executive represents and warrants that there are no ideas, concepts, inventions, improvements, developments or other intellectual property that Executive invented or conceived before becoming employed by the Company to which Executive, or any assignee of Executive, now claims title, and that would be covered by this Section if made or conceived by Employee during the Employment .

9. Covenant Not to Compete .

(a) Executive’s Commitments . During the Employment Executive will not do or prepare to do, and for twelve (12) months after any termination of the Employment Executive will not do, any of the following:

i. directly or indirectly compete with the Company or any Affiliate; or

ii. be employed by, perform services for, advise or assist, own any interest in or loan or otherwise provide funds to, any other business that is engaged (or seeking Executive’s services with a view to becoming engaged) in any Competitive Business (as defined below); or

iii. solicit or suggest, or provide assistance to anyone else seeking to solicit or suggest, that any person having or contemplating a Covered Relationship (as defined below) with the Company or an Affiliate refrain from entering into or terminate the Covered Relationship, or enter into any similar relationship with anyone else instead of the Company or the Affiliate.

This Section 9 does not prohibit Executive from owning not more than two percent (2%) of any class of securities of a publicly traded entity, provided that Executive does not engage in other activity prohibited by this Section 9.

Executive’s commitments in this Section will continue in effect after termination of the Employment for the twelve (12) month period set forth above. The parties agree that any breach of Executive’s commitments in this Section would cause the Company irreparable harm, and that injunctive relief would be appropriate.

(b) Definitions . As used in this Section 9:

i.“ Competitive Business ” means a business that:

(A) owns, operates or sells or supplies products similar to or that substitute for products supplied by the Company or an Affiliate to any Covered Operation (as defined below) that is located within

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fifteen (15) miles of any Covered Operation that the Company or an Affiliate owns or operates, or to which the Company or an Affil iate sells or supplies products ; or

(B) provides food or other grocery products to any military commissary or exchange, within or outside the U.S., directly or under a subcontract.

ii. “ Covered Operation ” means any grocery store, grocery superstore, mass merchandiser, wholesale club, supermarket, limited assortment store, convenience store, drug store, pharmacy or any other store that offers grocery or food products separate or in combination with pharmaceutical products, general merchandise or other nonfood products, or any grocery or convenience store product distribution facility.

iii. “ Covered Relationship ” means a customer relationship, a vendor relationship, an employment relationship, or any other contractual or independent contractor relationship.

10. Amendment and Waiver . No provisions of this Agreement may be amended, modified, waived or discharged unless the waiver, modification, or discharge is authorized by the Company’s Board of Directors, or a committee of the Board of Directors, and is agreed to in a writing signed by Executive and by the Chief Executive Officer of the Company. No waiver by either party at any time of any breach or non-performance of this Agreement by the other party shall be deemed a waiver of any prior or subsequent breach or non-performance.

11. Severability . The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. If a court of competent jurisdiction ever determines that any provision of this Agreement (including, but not limited to, all or any part of the non-competition covenant in this Agreement) is unenforceable as written, the parties intend that the provision shall be deemed narrowed or revised in that jurisdiction (as to geographic scope, duration, or any other matter) to the extent necessary to allow enforcement of the provision. The revision shall thereafter govern in that jurisdiction, subject only to any allowable appeals of that court decision.

12. Entire Agreement . No agreements or representations, oral or otherwise, express or implied, with respect to Executive’s Employment with the Company or any of the subjects covered by this Agreement have been made by either party that are not set forth expressly in this Agreement and the Executive Severance Agreement between Executive and the Company (“ Executive Severance Agreement ”), and this Agreement supersedes any pre-existing employment agreements and any other agreements on the subjects covered by this Agreement, except the Executive Severance Agreement.

13. Non-Contravention . Executive represents and warrants that:

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(a) No Restrictive Agreement . Executive is not a party to or bound by any agreement that purports to prevent or restrict Executive from: ( A ) engaging in the Employment that Executive has been offered by the Company; ( B ) inducing any person to become an employee of the Company; ( C ) using any information and expertise that Executive possesses (other than information constituting a trade secret of another person under applicable law) for the benefit of the Company ; or (D) performing any obligation under this Agreement.

(b) No Abuse of Confidential Information or Trade Secrets . Executive will not use in the course of Executive’s Employment with the Company, or disclose to the Company or its personnel, any information belonging to any other person that is subject to any confidentiality agreement with or constitutes a trade secret of another person.

14. Dispute Resolution .

(a) Arbitration . The Company and Executive agree that except as provided in Section 14(b) the sole and exclusive method for resolving any dispute between them arising out of or relating to this Agreement shall be arbitration under the procedures set forth in this Section, except that nothing in this Section prohibits a party from seeking preliminary or permanent judicial injunctive relief, or from seeking judicial enforcement of the arbitration award. The arbitrator shall be selected pursuant to the Rules for Commercial Arbitration of the American Arbitration Association. The arbitrator shall hold a hearing at which both parties may appear, with or without counsel, and present evidence and argument. Pre-hearing discovery shall be allowed in the discretion of and to the extent deemed appropriate by the arbitrator, and the arbitrator shall have subpoena power. The procedural rules for an arbitration hearing under this Section shall be the rules of the American Arbitration Association for Commercial Arbitration hearings and any rules as the arbitrator may determine. The hearing shall be completed within ninety (90) days after the arbitrator has been selected and the arbitrator shall issue a written decision within sixty (60) days after the close of the hearing. The hearing shall be held in Grand Rapids, Michigan. The award of the arbitrator shall be final and binding and may be enforced by and certified as a judgment of the Circuit Court for Kent County, Michigan or any other court of competent jurisdiction. One-half of the fees and expenses of the arbitrator shall be paid by the Company and one-half by Executive. The attorney fees and expenses incurred by the parties shall be paid by each party. Notwithstanding the foregoing, however, the Company will reimburse the Executive for Executive’s portion of the arbitrator’s fees and expenses, and the Executive’s reasonable attorney fees and expenses incurred in connection with the arbitration proceeding, if the Executive substantially prevails in the arbitration proceeding or, if the Executive prevails in part, then the Company will reimburse a proportionate part of such fees and expenses, with such proportion to represent the approximate portion of such fees and expenses relating to the issues on which the Executive prevailed. The decision as to whether the Executive has substantially prevailed, or prevailed in part, and on the amount to be reimbursed to the Executive under the standards in this Section, will be made by the arbitrator. Reimbursement of attorney fees and expenses called for by this Section must be made within sixty (60) days after receipt by the Company of the arbitrator’s award, but in no

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event after the last day of the year following that in which the expense being reimbursed was incurred.

(b) Section 14 (a) shall be inapplicable to a dispute arising out of or relating to Sections 7, 8 or 9 of this Agreement.

15. Assignability . This Agreement contemplates personal services by Executive, and Executive may not transfer or assign Executive’s rights or obligations under this Agreement, except that Executive may designate beneficiaries for Severance Pay in the event of Executive’s death, and may designate beneficiaries for benefits as allowed by the Company’s benefit programs. This Agreement may be assigned by the Company to any subsidiary or parent corporation or a division of that corporation, but the Company shall remain liable for any Severance Pay due under this Agreement and not paid by any assignee. The Company is not required to assign this Agreement but if the Agreement is assigned as provided above, Executive will be given notice and this Agreement will continue in effect.

16. Notices . Notices to a party under this Agreement must be personally delivered or sent by certified mail (return receipt requested) and will be deemed given upon post office delivery or attempted delivery to the recipient’s last known address. Notices to the Company must be sent to the attention of the Company’s Chief Executive Officer.

17. Governing Law . The validity, interpretation, and construction of this Agreement are to be governed by Michigan laws, without regard to choice of law rules. The parties agree that any judicial action involving a dispute arising under this Agreement will be filed, heard and decided in either Kent County Circuit Court or the U.S. District Court for the Western District of Michigan. The parties agree that they will subject themselves to the personal jurisdiction and venue of either court, regardless of where Executive or the Company may be located at the time any action may be commenced. The parties agree that Kent County is a mutually convenient forum and that each of the parties conducts business in Kent County.

18. Counterparts . This Agreement may be signed in original or by fax in counterparts, each of which shall be deemed an original, and together the counterparts shall constitute one complete document.

19. Section 409A . This Agreement is intended to be exempt from Section 409A of the Code partially as a short-term deferral as that term is understood under Treasury Regulations Section 1.409A-1(b)(4) and partially as an involuntary separation pay plan as that term is understood under Treasury Regulation 1.409A-1(b)(9) and shall be interpreted and operated consistently with those intentions. Notwithstanding any other provision to the contrary, the total payments under this Agreement, other than the lump sum cash payment under Section 6(a)(i), are limited to the 409A Limit to avoid the application of Section 409A of the Code to this Agreement. “ 409A Limit ” means the lesser of (1) two times Executive’s annualized compensation as determined under Section 409A of the Code; or (2) two times the maximum amount that may be taken into account under a qualified retirement plan under Section 401(a)(17) of the Code for the year in which Executive experiences a separation from service. If the benefits under this Agreement are required to be limited by the Section 409A Limit, the first benefit to be limited will be reimbursements otherwise called for by Section 14. If further

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limitation is required, the remaining benefits under this Agreement, disregarding the lump sum cash payment under Section 6(a)(i), shall be limited pro rata until the benefits payable under the Agreement do not exceed the 409A Limit.

20. Coordination of Severance Pay Under This Agreement and Severance Benefits Under Executive Severance Agreement . If Executive receives Severance Benefits under Section 3 of the Executive Severance Agreement, Executive will not be entitled to Severance Pay under this Agreement. If Executive becomes entitled to receive Severance Benefits under Section 3 of the Executive Severance Agreement after receiving Severance Pay under this Agreement, the amount of Severance Benefits to which Executive is entitled under Section 3 of the Executive Severance Agreement will be reduced by the amount of Severance Pay received by Executive under this Agreement.

The parties have signed this Employment Agreement to become effective as of the Effective Date in Section 1.

SPARTANNASH COMPANY

By: /s/ Dennis Eidson /s/ Christopher Meyers

Dennis Eidson Christopher Meyers

Its: President and Chief Executive Officer

“Company” “Executive”

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Exhibit 10.5

EXECUTIVE SEVERANCE AGREEMENT

THIS AGREEMENT is entered into as of the 11 ^th day of April, 2016 (the “ Effective Date ” ), by and between SPARTANNASH COMPANY, a Michigan corporation (“ SpartanNash ”), and Christopher Meyers (“ Executive ”).

W I T N E S S E T H:

WHEREAS, Executive currently serves as a key employee of SpartanNash and/or its subsidiaries (the “ Company ”) and his services and knowledge are valuable to the Company in connection with the management of one or more of the Company’s principal operating facilities, divisions, or subsidiaries; and

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders; and

WHEREAS, the Board has determined that it is in the best interests of the Company and its shareholders to secure Executive’s continued services and to ensure Executive’s continued dedication and objectivity in the event of any threat or occurrence of, or negotiation or other action that could lead to, or create the possibility of, a Change in Control (as hereafter defined) of the Company, without concern as to whether Executive might be hindered or distracted by personal uncertainties and risks created by any such possible Change in Control, and to encourage Executive’s full attention and dedication to the Company and/or its subsidiaries, the Board has authorized the Company to enter into this Agreement.

NOW, THEREFORE, THE COMPANY AND EXECUTIVE AGREE AS FOLLOWS:

Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

(a) “ Board ” means the Board of Directors of the Company.

(b) “ Cause ” means (1) the willful and continued failure by Executive to substantially perform his duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental injury or illness, or any such actual or anticipated failure resulting from Executive’s termination for Good Reason) after a demand for substantial performance is delivered to Executive by the Board (which demand shall specifically identify the manner in which the Board believes that Executive has not substantially performed Executive’s d uties); or (2) the willful engaging by Executive in gross misconduct materially and demonstrably injurious to the

Company. For purposes of this Section, no act or failure to act on the part of Executive shall be considered “willful” unless done or omitted to be done by Executive not in good faith and without reasonable belief that his action(s) or omission(s) was in the best interests of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until the Company provides Executive with a copy of a resolution adopted by an affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive, with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive has been guilty of conduct set forth in subsections (1) or (2) above, setting forth the particulars in detail. A determination for Cause by the Board shall not be binding upon or entitled to deference by any finder of fact in the event of a dispute, it being the intent of the parties that such finder of fact shall make an independent determination of whether the termination was for “Cause” as defined in (1) or (2) above.

(c)

“ Change in Control ” means:

(1) the acquisition by any individual, entity, or group (a “ Person ”), including any “person” within the meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “ Outstanding Company Common Stock ”) or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Securities ”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, (B) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any Person controlled by the Company, (C) any acquisition by any corporation pursuant to a reorganization, merger, or consolidation involving the Company, if, immediately after such reorganization, merger, or consolidation, each of the conditions described in clauses (i), (ii), and (iii) of subsection (c)(3) shall be satisfied, or (D) any acquisition by the Executive or any group of persons including the Executive; and provided further that, for purposes of clause (A), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of 20% or more of the Outstanding Company Common Stock or 20% or more of the Outstanding Company Voting Securities by reason of an acquisition by the Company and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Company Common Stock or any additional Outstanding Company Voting Securities, such additional beneficial ownership shall constitute a Change in Control;

(2) individuals who, as of the date hereof, constitute the Board (the “ I ncumbent Board ”) cease for any reason to constitute at least a majority of such Board; provided, however, that any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election by the shareholders of the Company , was approved by the vote of at least two-thirds of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be deemed to have been a member of the Incumbent Board; and provided further, that no individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board, shall be deemed to have been a member of the Incumbent Board;

(3) the effective time and consummation of a reorganization, merger, or consolidation approved by the shareholders of the Company unless, in any such case, immediately after such reorganization, merger, or consolidation, (i) more than 50% of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, or consolidation and more than 50% of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such reorganization, merger, or consolidation and in substantially the same proportions relative to each other as their ownership, immediately prior to such reorganization, merger, or consolidation, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (other than (A) the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or the corporation resulting from such reorganization, merger, or consolidation (or any corporation controlled by the Company), or (B) any Person which beneficially owned, immediately prior to such reorganization, merger, or consolidation, directly or indirectly, 20% or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of such corporation or 20% or more of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger, or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such reorganization, merger, or consolidation; or

(4) the effective time and consummation of (i) a plan of complete liquidation or dissolution of the Company as approved by the shareholders of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company as approved by the shareholders of the Company other than to a corporation with respect to which, immediately after such sale or other disposition, (A) more than 50% of the then outstanding shares of common stock thereof and more than 50% of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such sale or other disposition and in substantially the same proportions relative to each other as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or such corporation (or any corporation controlled by the Company), or any Person which beneficially owned, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock thereof or 20% or more of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors thereof were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition.

Notwithstanding anything contained in this Agreement to the contrary, if Executive’s employment is terminated prior to a Change in Control and Executive reasonably demonstrates that such termination was at the request of or in response to a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a “ Third Party ”), and who subsequently effectuates a Change in Control, then for all purposes of this Agreement, the date of a Change in Control shall mean the date immediately prior to the date of such termination of Executive’s employment.

(d) “ Code ” means the Internal Revenue Code of 1986, as amended.

(e) “ Common Stock ” means the common stock of the Company, no par value per share.

(f) “ Date of Termination ” means the effective date on which Executive’s employment by the Company terminates as specified in a Notice of Termination by the Company or Executive, as the case may be , in a manner that constitutes a “separation from service” as that term is defined by Section 409A of the Code. Notwithstanding the

previous sentence, (i) if the Executive’s employment is terminated for Disability, as defined in Section 1( g), then such Date of Termination shall be no earlier than thirty (30) days following the date on which a Notice of Termination is received, and (ii) if the Executive’s employment is terminated by the Company other than for Cause, then such Date of Termination shall be no earlier than thirty (30) days following the date on which a Notice of Termination is received.

( g) “ Disability ” means Executive’s failure to be available to substantially perform his duties with the Company on a full-time basis for at least one hundred eighty (180) consecutive days as a result of Executive’s incapacity due to mental or physical illness.

( h ) “ Good Reason ” means, without Executive’s express written consent, the occurrence of any of the following events after or in connection with a Change in Control:

(1) (i) the assignment to Executive of any duties inconsistent in any material adverse respect with Executive’s position(s), duties, responsibilities, or status with the Company immediately prior to such Change in Control, (ii) a material adverse change in Executive’s positions, reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change in Control, (iii) any removal or involuntary termination of Executive by the Company otherwise than as expressly permitted by this Agreement (including any purported termination of employment which is not effected by a Notice of Termination), or (iv) any failure to re-elect Executive to any position with the Company held by Executive immediately prior to such Change in Control;

(2) a reduction by the Company in Executive’s rate of annual base salary as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter;

(3) any requirement of the Company that Executive (i) be based anywhere other than the facility where Executive is located at the time of the Change in Control or reasonably equivalent facilities within Kent County, Michigan or (ii) engage in business travel to an extent substantially more burdensome than the travel obligations of Executive immediately prior to such Change in Control;

(4) the failure of the Company to continue the Company’s executive incentive plans or bonus plans in which Executive is participating immediately prior to such Change in Control or a reduction of the Executive’s target incentive award opportunity under any such bonus plan, unless Executive is permitted to participate in other plans providing Executive with substantially comparable benefits or receives compensation as a substitute for such plans providing Executive with a substantially equivalent economic benefit;

(5) the failure of the Company to (i) continue in effect any employee benefit plan or compensation plan in which Executive is participating immediately prior to such Change in Control, unless Executive is permitted to participate in other plans providing Executive with substantially comparable benefits or receives compensation as a substitute for such plans providing Executive with a substantially equivalent after-tax economic benefit, or the taking of any action by the Company which would adversely affect Executive’s participation in or materially reduce Executive’s benefits under any such plan, (ii) provide Executive and Executive’s dependents with welfare benefits (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) in accordance with the most favorable plans, practices, programs, and policies of the Company in effect for Executive immediately prior to such Change in Control, (iii) provide other fringe benefits in accordance with the most favorable plans, practices, programs, and policies of the Company in effect for Executive immediately prior to such Change in Control, or (iv) provide Executive with paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company as in effect for Executive immediately prior to such Change in Control;

(6) the failure of the Company to pay any amounts owed Executive as salary, bonus, deferred compensation or other compensation;

(7) the failure of the Company to obtain any assumption agreement contemplated in Section 9( b);

(8) any purported termination of Executive’s employment which is not effected pursuant to a Notice of Termination which satisfies the requirements of a Notice of Termination; or

(9) any other material breach by the Company of its obligations under this Agreement.

For purposes of this Agreement, any good faith determination of Good Reason made by Executive shall be conclusive on the parties; except that an isolated and insubstantial action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Executive shall not constitute Good Reason. Any event or condition described in this Section 1( h ) which occurs prior to a Change in Control, but which Executive reasonably demonstrates was at the request of or in response to a Third Party who effectuates a Change in Control or who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, shall constitute Good Reason following a Change in Control for purposes of this Agreement notwithstanding that it occurred prior to the Change in Control.

Executive may not terminate the employment for Good Reason unless:

(i) Executive notifies the Board in writing, within sixty (60) days after Executive becomes aware of the act or omission constituting Good Reason that the act or omission in question constitutes Good Reason and explaining why the Executive considers it to constitute Good Reason;

(ii) the Company fails, within ten (10) days after notice from Executive under (i) above, to revoke the action or correct the omission and make the Executive whole; and

(iii) Executive gives notice of termination within thirty (30) days after expiration of the ten (10) day period under (ii) above.

Executive’s failure to give notice as provided in (i) above will not waive Executive’s right to resign with Good Reason, provided that he follows the above procedure, with regard to any subsequent act or omission constituting Good Reason.

Executive need not fulfill the above conditions a second time if the Company repeats the act or omission constituting Good Reason.

(i) “ Mandatory Retirement ” means Executive’s involuntary retirement as required by a lawful Company policy requiring Executive to retire at or after age sixty‑five (65), but only if such policy is adopted by the Company before a Change in Control and only if such policy was not adopted by the Company at the request of or in response to a Third Party who subsequently effectuates a Change in Control.

(j) “ Nonqualifying Termination ” means a termination of Executive’s employment (1) by the Company for Cause, (2) by Executive for any reason (including a voluntary retirement) other than for Good Reason with Notice of Termination, (3) as a result of Executive’s death, ( 4) by the Company due to Executive’s Disability, unless within thirty (30) days after Notice of Termination is provided to Executive, Executive shall have returned (or offered to return, if not permitted by the Company to do so) to substantial performance of Executive’s duties on a full-time basis, or (5) as a result of Executive’s Mandatory Retirement.

( k) “ Notice of Termination ” means a written notice by the Company or Executive, as the case may be, to the other, which (1) indicates the specific reason for Executive’s termination, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment, and (3) specifies the Date of Termination. The failure by Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

(l) “ Termination Period ” means the period of time beginning with a Change in Control and ending two (2) years following the Change in Control.

Term of Agreement. This Agreement shall commence on the Effective Date and shall continue in effect until the Company has fulfilled all of its obligations under this Agreement following any termination of Executive’s employment with the Company.

Severance Benefits. If the employment of Executive with the Company shall terminate during the Termination Period in a manner that constitutes a “separation from service” as that term is defined by Section 409A of the Code, other than by reason of a Nonqualifying Termination, then Executive shall receive the following severance benefits as compensation for services rendered:

(a) Lump Sum Cash Payment. On the tenth ( 10th) business day after the Date of Termination, Executive shall receive a lump sum cash payment in an amount equal to the sum of the following:

(1) Executive’s unpaid base salary from the Company through the Date of Termination at the rate in effect (without taking into account any reduction of base salary constituting Good Reason), just prior to the time a Notice of Termination is given plus any benefit awards (including both the cash and stock components) and bonus payments which pursuant to the terms of any plans have been earned and become payable , to the extent not theretofore paid.

(2) A bonus will be paid under the Company’s Annual Incentive Plan or any successor plan (“ Annual Plan ”) for the time Executive was employed by the Company in the fiscal year of termination, in an amount equal to the product of (i) the number of days Executive was employed by the Company prior to the Date of Termination in the year of termination divided by the number of days in the year, multiplied by (ii) 100% of the Executive’s current year target bonus (with such calculations to be made as though the target level has been achieved for each Performance Goal (as defined in the Annual Plan)).

(3) An amount equal to two (2) times the sum of (i) the higher of the Executive’s annual rate of base salary from the Company in effect on the Date of Termination or in effect on the day before the Change in Control; and (ii) the higher of (A) the Executive’s current year target bonus under the Annual Plan (with such calculations to be made as though the target level has been achieved for each performance goal (as defined in the Annual Plan)), or (B) the current ‑year forecasted bonus under the Annual Plan as of the Date of Termination.

(4) If Executive’s target bonus under the Annual Plan for the fiscal year in which the Date of Termination occurs has not been established by the Date of Termination, then the bonus amount under Section 3(a)(2)(ii) and the bonus amount under Section 3(a)(3)(ii) shall be the Executive’s target bonus under the Annual Plan for the fiscal year immediately preceding that in which the Date of Termination occurs (with such calculations to be made as though the

target level has been achieved for each Performance Goal (as defined in the Annual Plan)).

(b) Benefits. The Company shall provide Executive with the benefits, payments and reimbursements set forth in subsections (1) to (3) below. The benefits provided for in this section are subject to the reimbursement or in-kind benefit conditions provided in Section 8 below.

(1) For the period beginning on the Date of Termination and ending on the earlier of (A) the end of the twenty-fourth (24th) month after the Date of Termination or (B) the date on which Executive receives a substantially equal benefit from a new employer, the Company will reimburse Executive for 100% of Executive’s cost to obtain health, dental and prescription drug benefits equal to those provided by the Company for the Executive and eligible dependents immediately before the Date of Termination. Such reimbursement shall consist of the COBRA continuation cost for any portion of the above period that Executive is entitled to elect COBRA continuation coverage. For any portion of the above period that Executive is not entitled to elect COBRA continuation coverage, such reimbursement shall be in the amount of the Executive’s cost to obtain equivalent coverage from another source. Reimbursements under this Section 3(b)(1) will be made no later than thirty (30) days after Executive requests reimbursement, but in no event after the year following that in which the Executive incurs such expense. Reimbursements under this Section 3(b)(1) will be reported as part of Executive's W-2 compensation and will be subject to Federal income tax withholding.

(2) For the period beginning on the Date of Termination and ending on the earlier of (A) the end of the twelfth (12 th) month after the Date of Termination or ( B) the date on which Executive receives a substantially equal benefit from a new employer , the Company will continue the Executive’ s tax and financial planning benefit , with reimbursement of any costs incurred by Executive to obtain such benefits to be made to the Executive within thirty (30) days after Executive requests reimbursement, but in no event after the end of the year following that in which the Executive incurs such costs .

(3) For the period beginning on the Date of Termination and ending on the earlier of (A) the end of the twenty-fourth (24th) month after the Date of Termination or (B) the date on which Executive receives a substantially equal benefit from a new employer, the Company will continue all of the Executive’ s Company funded life insurance coverage, or, if the Company’s life insurance program does not permit such continued coverage, the Company will pay the Executive’s cost to replace such coverage, with reimbursement of any costs incurred by Executive to replace such coverage to be made to the Executive within thirty (30) days after Executive requests reimbursement, but in no event after the end of the year following that in which the Executive incurs such costs.

In addition to the payments called for by Section 3(b)(1), (2) and (3) the Company shall make payments to Executive in the amount necessary to eliminate the income tax cost to Executive resulting from any conversion of such benefits from non ‑taxable employee benefits to taxable benefits, payments or reimbursements. Such additional payments shall be made at the same time that the Company reimburses the Executive under this Section 3(b).

(c) Outplacement Services. The Company will provide the Executive with outplacement services through an outplacement services firm selected by the Company with the Executive’s approval, which shall not be withheld if the firm selected is reputable , at a cost not to exceed an amount equal to $25,000. The timing of outplacement services to be received shall be determined by the Executive, provided that all costs under this subsection must be incurred, and all applicable payments to the outplacement firm made, not later than the last day of the second year following that in which the Date of Termination occurred.

(d) Certain Reductions Disregarded . In computing the payments under subsections (a) through ( c) above, any reduction in Executive’s base salary, bonus or fringe benefits shall be disregarded if such reduction constituted Good Reason as defined in Section 1(h) of this Agreement including the text before and in subsections (1) through (9) and the paragraph immediately following subsection (9), but excluding the remaining text of Section 1(h).

5 .

Delay in Payment to a Specified Employee. Notwithstanding any other timing provision in this Agreement, if, at the time the payments would commence, Executive is a “Specified Employee” as defined by Section 409A of the Code, then no payment under this Agreement may be paid before the date that is six (6) months after Executive’s separation from service, except for payment of current compensation under Section 3(a)(1) and the acceleration of vesting under Section 4. Payments to which Executive would otherwise have been entitled during that six (6) months will be accumulated and paid on the first day after six (6) months following the date of Executive’s separation from service. All payments that would otherwise be made more than six (6) months following the date of Executive’s separation from service will be made in accordance with the general timing provisions described above. If the six (6) month delay in payment to a Specified Employee applies and Executive dies before the end of the six (6) month period, the delay shall cease and payments shall begin upon Executive’s death. Payments to which Executive would otherwise have been entitled during the delay shall be accumulated and paid on the tenth business day after Executive’s death.

6 .

Parachute Payment Restrictions . Notwithstanding any other provisions of this Agreement, if any payments or distributions by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (“ Payments ”)) (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 6, would trigger application of the excise tax imposed by Section 4999 of the Code, or any successor Code provision (such excise tax, together with any interest and penalties, are hereinafter

collectively referred to as the “ E xcise Tax ”) , then Executive’s Payments shall be payable as provided in (a) below.

(a) Executive’s Payments shall be payable (i) in full (with Executive paying any excise taxes due), or (ii) in such lesser amount that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive, on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999 of the Code.

(b) If Executive’s Payments a re to be reduced under Section 6(a)(ii), the Payments shall be reduced in the amount necessary to eliminate the Excise Tax in the following order: (i) the benefit under Section 3(c), (ii) the benefit under Section 3(b)(2), (iii) the payment under Section 3(a)(3), (iv) elimination of accelerated vesting under Section 4 (to be applied pro rata to all of Executive’s outstanding equity awards), and (v) the benefit under Section 3(b)(1).

(c)A ll determinations required to be made under this Section 6, including whether and when a reduction in the Payments is required under Section 6(a) and the amount of such reduction and the assumptions to be utilized in arriving at such determination, shall be made by the public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the “ Accounting Firm ”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of a request from the Company or Executive (collectively, the “ Determination ”). In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the Determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. The Determination by the Accounting Firm shall be binding upon the Company and Executive; however, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Executive will have received amounts that should not have been paid (the “ Overpayments ”) or amounts were reduced that should have been paid (the “ Underpayments ”) under Section 6(a). If the Accounting Firm determines, based on an Internal Revenue Service assertion that the Accounting Firm believes has a high probability of success, that an Overpayment has been made, any such Overpayment shall be deemed for all purposes to be a loan to Executive made on the date that Executive received the Overpayment and Executive shall repay the Overpayment to the Company on demand (but not less than ten days after Executive receives a written demand for payment from the Company) together with interest on the Overpayment at the applicable federal rate prescribed pursuant to Section 1274(d)(1)(A) of the Code (the “ Applicable Federal Rate ”) from the date of Executive’s receipt of the Overpayment until the date the Overpayment is repaid. If the Accounting Firm, based on controlling precedent or substantial authority, determines that an Underpayment has been made, the

Company will pay Executive an amount equal to the Underpayment in a lump sum within ten days of such determination together with interest on the Underpayment at the Applicable Federal Rate from the date such amount would have been paid to Executive until the date the Underpayment is paid.

7 .

Withholding Taxes. The Company may withhold from all payments due to Executive (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local, or other law, the Company is required to withhold therefrom.

8 .

Reimbursement of Expenses. If any contest or dispute shall arise under or related to this Agreement involving termination of Executive’s employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall reimburse Executive, on a current basis, for all reasonable legal fees and expenses, if any, incurred by Executive in connection with such contest or dispute regardless of the result thereof. The reimbursement of an eligible amount must be made within thirty (30) days after Executive requests reimbursement, but in no event after the end of the year following that in which the Executive incurs such expense. Any reimbursement or in-kind benefit provided for under this Agreement shall comply with the conditions on such payments required by Treasury Regulation § 1.409A-3(i)(1)(iv) as follows:

(a) The expenses eligible for reimbursement, or the provision of the in-kind benefits, shall be provided on an objectively determinable nondiscretionary basis.

(b) The reimbursement of expenses incurred, or the provision of the in-kind benefits, shall be provided during an objectively and s pecifically prescribed period.

(c) The amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Expenses eligible for reimbursement or the provision of in-kind benefit s shall be provided pro rata monthly over the period of the benefits and may not be prepaid or delayed in any way that would affect the benefits provided in any other taxable year.

(d) The reimbursement of an eligible expense shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred.

(e) The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

9 .

Successors; Binding Agreement.

(a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation, or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

(b) The Company agrees that concurrently with any merger, consolidation or transfer of assets referred to in this Section 9, it will cause any successor or transferee unconditionally to assume, by written instrument delivered to Executive (or his beneficiary or estate), all of the obligations of the Company hereunder. Failure of the Company to obtain such assumption prior to the effectiveness of any such merger, consolidation, or transfer of assets shall be a breach of this Agreement and shall constitute Good Reason hereunder and shall entitle Executive to compensation and other benefits from the Company in the same amount and on the same terms as Executive would be entitled hereunder if Executive’s employment were terminated following a Change in Control other than by reason of a Nonqualifying Termination. For purposes of implementing the foregoing, the date on which any such merger, consolidation, or transfer becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination if requested by Executive.

(c) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive’s estate.

1 0 .

Notice. For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or received by facsimile transmission or five (5) days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

Christopher Meyers

[Address]

[City, State, Zip]

If to the Company :

SpartanNash Company

850 76th Street, S.W.

P. O. Box 8700

Grand Rapids, Michigan 49518 -8700

Attention: Chief Legal Officer

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

1 1 .

Full Settlement; Resolution of Disputes.

(a) The Company’s obligation to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment.

(b) If there shall be any dispute between the Company and Executive in the event of any termination of Executive’s employment then, until there is a final, nonappealable, determination pursuant to arbitration declaring that such termination was for Cause, that the determination by Executive of the existence of Good Reason was not made in good faith, or that the Company is not otherwise obligated to pay any amount or provide any benefit to Executive and his dependents or other beneficiaries, as the case may be, under Section 3, the Company shall pay all amounts, and provide all benefits, to Executive and his dependents or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 3 as though such termination were by the Company without Cause or by Ex ecutive with Good Reason; except that the Company shall not be required to pay any disputed amounts pursuant to this Section 11 except upon receipt of an undertaking by or on behalf of Executive to repay all such amounts to which Executive is ultimately determined by the arbitrator not to be entitled.

(c) Arbitration. Any dispute or controversy under this Agreement shall be settled exclusively by arbitration in Grand Rapids, Michigan, in accordance with the rules of the American Arbitration Association then in effect, except that Executive shall be entitled to seek specific performance of his right to be paid pursuant to Section 11 (b) during a dispute. Judgment may be entered on the arbitration award in any court having jurisdiction. The Company shall reimburse Executive for all reasonable costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 11 (c). The reimbursement of an eligible amount must be made within thirty (30) days

after Executive requests reimbursement, but in no event after the end of the year following that in which the Executive incurred the expense .

12 .

Governing Law; Validity. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Michigan without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which other provisions shall remain in full force and effect.

1 3 .

Establishment of Trust. Upon written request by Executive and except as provided below, immediately prior to a Change in Control, the Company shall establish and maintain a Trust in the form attached as Exhibit A. Upon the occurrence of a Change in Control the Company shall pay into the Trust the amounts called for under Exhibit A (to be determined as of the Change in Control), and shall thereafter make such additional payments as called for under Exhibit A. No payment to the Trust by the Company shall reduce the Company’s obligations to make payments to Executive under this Agreement. Notwithstanding the above, the Company shall not set aside, reserve or restrict (directly or indirectly) any assets to informally fund the Agreement, including, but not limited to, the Company’s obligation to establish and make payments to the Trust (but not the Company’s obligation to make payment to Executive when called for by this Agreement), if such action would result in inclusion of any amount in Executive’s taxable income under Section 409A(b) of the Code before such funds are paid to Executive

1 4 .

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

15 .

Miscellaneous. No provision of this Agreement may be modified or waived unless such modification is agreed to in writing and signed by Executive and by a duly authorized officer of the Company, or such waiver is signed by the waiving party. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or the Company may have hereunder, including without limitation, the right of Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. The rights of, and benefits payable to, Executive, his estate, or his beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, Executive, his estate, or his beneficiaries under any other employee benefit plan or compensation program of the Company, except that no benefits pursuant to any other employee plan or compensation program that become payable or are paid in accordance with this Agreement shall be duplicated by operation of this Agreement. No agreements or

representations, oral or otherwise, express or implied, with regard to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

1 6 .

409A Compliance . This Agreement is intended to comply with Section 409A and the regulations and guidance promulgated thereunder and shall be interpreted and operated consistently with those intentions. The time and schedule of payment under this Agreement may not be accelerated or delayed for any reason except as permitted by Section 409A. In addition to any other restriction in the Agreement, the Agreement may not be amended or terminated except in compliance with Section 409A.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company. Executive has executed this Agreement as of the day and year first written above.


/s/ Christopher Meyers Christopher Meyers “Executive”	SPARTANNASH COMPANY By: /s/ Dennis Eidson Dennis Eidson Its President and Chief Executive Officer “Company”

Exhibit A

SPARTANNASH COMPANY

EXECUTIVE SEVERANCE AGREEMENT

EXHIBIT A

EXECUTIVE BENEFIT TRUST

Dated: __________, 20__

TABLE OF CONTENTS

Page

SECTION 1

Establishment of the Trust2

1.1

Trust; Sub-Trusts2

1.2

Company Contributions2

1.3

Irrevocable3

1.4

Grantor Trust3

1.5

Limited Rights of Executive3

1.6

Acceptance by Trustee4

1.7

Committee; Absence of Committee or the Company4

1.8

Trust Funding Restrictions4

(a)

Covered Employees4

(b)

Offshore Trust5

(c)

The Company's Financial Health5

SECTION 2

Payments to Executives5

2.1

Payment Schedule5

2.2

Right To Payment5

2.3

Direct Payment by the Company6

2.4

Default Payment By Trustee6

2.5

Payment Deductions7

2.6

Limit On Payments; Company Obligation7

2.7

Missing Persons7

2.8

Documentation and Information for Trustee8

SECTION 3

Insolvency; Administration8

3.1

Insolvency8

3.2

Claims of General Creditors8

(a)

Duty to Inform; Notice8

(b)

Duty to Inquire8

(c)

Payments9

(d)

Resumption9

(e)

Omitted Payments9

SECTION 4

Payments to the Company9

4.1

General Limitation9

4.2

Trust Income10

SECTION 5

Administration of Trust10

5.1

In General10

5.2

Duties and Powers of Trustee10

(a)

Control, Manage, and Invest Assets10

(b)

Records; Reports10

(c)

Payments10

(d)

Acquire and Dispose of Assets11

(e)

Extend Due Dates11

(f)

Voting Rights11

(g)

Exercise Other Rights11

(h)

Employ Agents and Advisors11

(i)

Insure Assets11

(j)

Custodian 11

(k)

Collection11

(l)

Registration and Holding of Trust Assets12

(m)

Claims12

(n)

Execute Documents12

(o)

Other Acts12

5.3

Limitation on Duties and Powers of the Trustee12

(a)

Custody and Protection13

(b)

Acquisitions13

(c)

Dispositions13

(d)

Accountings13

(e)

Authorized Actions13

(f)

Ministerial and Custodial Tasks13

5.4

Accounting by Trustee14

(a)

Records and Accounting14

(b)

Objection; Settlement14

(c)

Revision14

(d)

Sub-Trust Accounting15

(e)

Compensation and Expenses15

5.5

Carrying on a Business15

5.6

Fiduciary Duty of Trustee16

SECTION 6

Investment and Investment Managers16

6.1

Investment of Trust Assets16

(a)

SERP and Severance Agreement Sub-Trust Investment Authority16

(b)

SESP Sub-Trust Investment Authority16

(c)

Other Sub-Trust Investment Authority17

(d)

Short Term Investment Authority17

6.2

Investment Discretion17

SECTION 7

Resignation and Removal of Trustee18

7.1

Resignation of Trustee18

7.2

Removal of Trustee18

7.3

Appointment of Successor18

7.4

Duties of Predecessor Trustee and Successor Trustee18

7.5

Expenses19

SECTION 8

Amendment or Termination19

8.1

Amendment19

(a)

In General19

(b)

Trustee; Investment Manager19

8.2

Termination19

(a)

Timing20

(b)

Continuing Powers20

(c)

Assets20

(d)

Trust21

SECTION 9

Liability and Indemnification21

9.1

Liabilities Mutually Exclusive21

9.2

Indemnification21

SECTION 10

General Provisions22

10.1

Successor to the Company22

10.2

Merger of Trustee 22

10.3

Nonalienation22

10.4

Severability22

10.5

Governing Law22

10.6

Notices23

10.7

Counterparts23

10.8

Gender and Number23

10.9

Scope of this Agreement23

10.10

Statutory References23

10.11

Headings23

10.12

Section 409A24

iii

SPARTANNASH COMPANY

EXECUTIVE SEVERANCE AGREEMENT

EXHIBIT A

EXECUTIVE BENEFIT TRUST

This Agreement (the “Trust Agreement”) is made this ____ day of ________, 20__, by and between SpartanNash Company (the “Company”), a Michigan corporation, and _____________ (“Trustee”).

The Company has entered into an Agreement dated ____________, 20__ (the “Agreement”) with _____________________________.

The Company has established and maintains a Supplemental Executive Retirement Plan (“SERP”) and a Supplemental Executive Savings Plan (“SESP”) for a number of key executives, including the executives identified in Appendix A. The Company has entered into Executive Severance Agreements (each a “Severance Agreement” and collectively the “Severance Agreements”) with a number of key executives, including the executives identified in Appendix A. The SERP, the SESP and each Severance Agreement, together with each other designated plan, agreement or program providing for deferred compensation that is in effect as to any key executive identified in Appendix A at the time this Trust is created or funded, is an “Executive Compensation Plan” and collectively they are the “Executive Compensation Plans”. Each executive identified in Appendix A is an “Executive” and collectively they are the “Executives”.

Appendix A shall be deemed amended from time to time to reflect the addition of each new plan, agreement or program designated by the Company as an Executive Compensation Plan for purposes of this Trust Agreement, the removal of any existing or new Executive Compensation Plan that is terminated in accordance with its terms by the Company, the addition of a new executive designated by the Company as an Executive with respect to one or more Executive Compensation Plans and the removal of an individual as an Executive with respect to one or more Executive Compensation Plans upon the full satisfaction of all liabilities to that Executive under that plan.

The Executive Compensation Plans are maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, and are provided only to a select group of management and highly compensated employees. The Company has incurred and expects in the future to incur liability under the Executive Compensation Plans with respect to one or more of the Executives or a beneficiary (“Beneficiary”) of a deceased Executive. Each Executive Compensation Plan provides for the creation of a trust to hold assets relating to that liability. The Company intends to establish this Trust (“Trust”) to satisfy its obligations to create a trust for the Executives and to facilitate meeting its obligations to the Executives under the respective Executive Compensation Plans. However, because this Trust does not extend to key executives other than the Executives identified in Appendix A, the creation of this Trust does not fulfill its obligations to those other key executives under the Executive Compensation Plans as they may apply to those other executives.

In connection with the Agreement, the Company wishes to establish this Trust and to contribute to the Trust assets to be held in the Trust, subject to the claims of the Company ’ s creditors in the event of the Company ’ s Insolvency, as defined in Section 3, until paid to the Executives or their beneficiaries in such manner and at such times as specified in the Executive Compensation Plans or otherwise disposed of as provided in this Trust Agreement.

The parties intend that this Trust shall constitute an unfunded arrangement that shall not affect the unfunded status of the Executive Compensation Plans. It is the intention of the Company to make contributions to this Trust to provide itself with a source of funds to assist it in meeting its liabilities under the Executive Compensation Plans, but the existence of this Trust will not in any way eliminate or decrease the Company’s liabilities to the Executives or Beneficiaries under the respective Executive Compensation Plans except to the extent assets of the Trust are actually used to pay benefits due to Executives.

Therefore, by this Trust Agreement the parties establish the Trust and agree that the Trust shall be comprised of the assets contributed to it and described in this Trust Agreement and shall be held, administered and disposed of as follows:

SECTION 1

Establishment of the Trust

1.1 Trust; Sub-Trusts .

Notwithstanding this creation of a single trust for the Executive Compensation Plans, the Trustee at all times shall maintain separate sub-trusts for each Executive or Beneficiary with respect to each of the Executive Compensation Plans under which the Executive or Beneficiary has rights (each a “Sub-Trust” and collectively the “Sub-Trusts”). The three Sub-Trusts for each current Executive based on the SERP, the SESP and the respective Severance Agreements are identified in Appendix A. Additional sub-trusts will be created as necessary as additional Executives acquire rights under an Executive Compensation Plan and as new Executive Compensation Plans are created.

Notwithstanding any other provision in this Trust Agreement, except as otherwise expressly specified in this Trust Agreement, the provisions of this Trust Agreement shall apply separately to each Sub-Trust maintained for each Executive or Beneficiary with respect to each Executive Compensation Plan, including but not limited to the accounting provisions of Section 5.4. Further, except as provided in Section 8.2(c), no assets of any Sub-Trust may be used for the benefit of any Executive or Beneficiary other than the Executive or Beneficiary with respect to whom the Sub-Trust is designated in Appendix A.

1.2 Company Contributions .

No later than the effective time of a “Change in Control” of the Company, as defined in the Executive Severance Agreements (the “Effective Time”), or as soon thereafter as permitted by Section 1.8, the Company will make an initial irrevocable contribution to each Sub-Trust as specified in Appendix A that equals a reasonable, good faith estimate of 100% of the amount necessary to pay the Executive to whom the Sub-Trust relates the total amount due and

potentially due to the Executive under the Executive Compensation Plan to which the Sub-Trust relates. The Company shall make the contributions in cash.

In the event the value of the assets in a Sub-Trust, determined as of the last day of each Plan Year of the Executive Compensation Plan to which the Sub-Trust relates pursuant to the accounting procedures set forth in this Trust Agreement, is less than 100% of the amount necessary to pay the applicable Executive the amount the Executive could be entitled to under the applicable Executive Compensation Plan, determined as of such date by the Trustee, the Company shall deposit additional funds into each applicable Sub-Trust sufficient to bring the value of the assets in each Sub-Trust to that 100% threshold within 30 days after receiving notice from the Trustee that additional contributions are needed to attain the 100% level of funding for each Sub-Trust or as soon thereafter as permitted by Section 1.8.

The Company, in its sole discretion but subject to Section 1.8, at any time and from time to time, may make additional deposits in excess of the amounts provided above to one or more Sub‑Trusts of cash or other property acceptable to the Trustee to augment the principal and to be held, administered, and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Executive or Beneficiary shall have any right to compel such additional deposits.

1.3 Irrevocable .

Prior to the Effective Time, the Trust shall be revocable by the Company. On and after the Effective Time, the Trust shall be irrevocable, except that each Sub-Trust shall be revocable with the written consent of the Company and the Executive for whom the Sub-Trust was created, and each Sub-Trust is subject to Sections 2.7 and 8.2(c).

1.4 Grantor Trust .

The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be construed accordingly.

1.5 Limited Rights of Executive .

The principal and earnings of each Sub-Trust shall be held separate and apart from other funds of the Company and each other Sub-Trust and except as provided herein shall be used exclusively for the uses and purposes of the applicable Executive, Beneficiary and general creditors and for the payment of related fees and expenses as set forth herein. No Executive or Beneficiary shall have a preferred claim on, or a beneficial ownership interest in, any assets of the Trust or any Sub-Trust. The rights created under the Executive Compensation Plans and this Trust Agreement shall be mere unsecured contractual rights of each Executive and Beneficiary against the Company. Assets held in the Trust or Sub-Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3.1.

1.6 Acceptance by Trustee .

The Trustee accepts its duties and obligations as Trustee under this Trust Agreement, agrees to accept funds delivered to it by the Company, and agrees to hold, manage, administer, and apply all Trust assets in accordance with the terms and conditions of this Trust Agreement.

1.7 Committee; Absence of Committee or the Company .

The Compensation Committee (“Committee”) of the Board of Directors of the Company, or another committee designated by the Board of Directors, shall have the powers, rights, and duties of the Committee described in this Trust Agreement. The highest ranking human resources officer of the Company will certify to the Trustee from time to time the names of the members of the Committee. The Trustee may rely on the most recent certificate without further inquiry or verification. The Trustee also may rely on minutes and other written communications, certified by the secretary or acting secretary of the Committee or the highest ranking human resources officer of the Company, as accurately setting forth any action or decision by the Committee.

If for any period there are no members of the Committee, or the Committee is unable to exercise its powers and duties under this Trust Agreement, the Board of Directors of the Company shall act on behalf of, and shall have all of the powers, rights, and duties otherwise reserved to, the Committee. The Company warrants that all directions and authorizations by the Committee, or by the Board of Directors, whether for the payment of money or otherwise, will comply with the provisions of each Executive Compensation Plan and this Trust Agreement.

In the event that the Company no longer exists and there is no successor to the Company, the Trustee shall have all of the powers and duties (other than any contribution requirement) of the Company and the Committee under this Trust Agreement and, in its sole discretion, shall determine and make all payments from Trust assets due Executives and Beneficiaries under the Executive Compensation Plans or due general creditors under Section 3.

1.8 Trust Funding Restrictions .

Notwithstanding the general rules of this Trust Agreement, including but not limited to the funding obligations of Section 1.2, the Company’s obligation to establish and make payments to the Trust (but not the Company’s obligations to make payment to an Executive or Beneficiary when called for by an Executive Compensation Plan) is subject to the restrictions of Section 409A(b) of the Code as follows:

(a) Covered Employees .

The Trust will not be established or funded for a Covered Employee during a Restricted Period. This restriction shall not apply to funds contributed to the Trust before a Restricted Period.

(i) Covered Employee Defined . A “Covered Employee” means an “Applicable Covered Employee” as defined by Section 409A(b)(3)(D)(i) of the Code.

(ii) Restricted Period Defined . “Restricted Period” has the meaning provided in Section 409A(b)(3)(B) of the Code.

(b) Offshore Trust .

Notwithstanding anything else in this Trust Agreement, the Trust, including any assets of the Trust, may not be located or transferred outside the United States unless substantially all of the services to which the payments under the applicable Executive Compensation Plan relate are performed in such jurisdiction.

Notwithstanding anything else in this Trust Agreement, the Trust may not be established or funded if such establishment or funding will result in inclusion of trust funds in Executive’s taxable income under Section 409A(b)(2) of the Code before such funds are paid to Executive.

SECTION 2

Payments to Executives

2.1 Payment Schedule .

The Company shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Executive (and his or her Beneficiaries) or a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Executive Compensation Plans), and the time of commencement for payment of such amounts. Except as otherwise provided in this Trust Agreement, the Trustee shall make payments to the Executives and their Beneficiaries in accordance with the Payment Schedule, formula or payment instructions. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Executive Compensation Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company.

2.2 Right To Payment .

The entitlement of an Executive or Beneficiary to benefits under the applicable Executive Compensation Plan shall be determined by the Company or such party as it shall designate under the Executive Compensation Plans (other than any Executive or Beneficiary), and any claim for benefits shall be considered and reviewed under the procedures set forth in the applicable Executive Compensation Plan. However, notwithstanding that general rule, after the Effective Time, the dispute resolution procedure and arbitration provisions of the Executive’s Severance Agreement shall be substituted for the claims procedure set forth in each of the Executive Compensation Plans, subject to the limitations of Section 3. Further, in the event of a dispute between an Executive and the Company after the Effective Time involving any of the Executive Compensation Plans, the determinations of the Company (or any plan administrator) shall not be entitled to deference, it being the intent of the parties that there shall be independent determinations of any disputed fact or issue through the dispute resolution and arbitration procedures.

2.3 Direct Payment by the Company .

The Company may make direct payments to each eligible Executive or Beneficiary as benefits become due under the terms of the applicable Executive Compensation Plan. The Company shall notify the Trustee in writing of its decision to make such payments directly prior to the time amounts are payable to Executives or their Beneficiaries. Subject to Section 3, the Company may direct the Trustee in writing to reimburse the Company from the Trust, and debit the applicable Sub-Trust of the applicable Executive, for amounts the Company paid directly to the Executive or Beneficiary on or after the date the funding obligations of Section 1.2 have been met. Subject to Section 3, the Trustee shall reimburse the Company for such payments promptly after the Trustee receives satisfactory written evidence that the Company has made the direct payments. In addition, if the principal of the Trust (including any Sub-Trust), and any earnings thereon, are not sufficient to pay any portion of any benefit in accordance with the terms of the Executive Compensation Plans, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient.

2.4 Default Payment By Trustee .

Upon receipt of a written notice from an Executive or Beneficiary that a payment is due with respect to the Executive under an Executive Compensation Plan and that amounts due have not been paid, the Trustee shall notify the Company in writing that an Executive or Beneficiary has made a claim for benefits. The Company shall have ten (10) days from the receipt of such notice in which to provide the Trustee a written notice disputing the right to payment from the Trust. If the Company does not respond within the time specified in the preceding sentence and no Insolvency has occurred or any Insolvency is no longer continuing, the Trustee shall make the payment or payments due each Executive or Beneficiary in the required amount as due, subject to Section 2.6 below.

If the Company disputes the Executive’s or Beneficiary’s right to payment from the Trust, the Trustee, the Executive or the Company may initiate proceedings to settle the dispute. Notwithstanding the claims procedures governing the applicable Executive Compensation Plan, any such dispute under this Trust Agreement shall be settled exclusively by arbitration in Grand Rapids, Michigan, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction.

The Company shall reimburse the Executive and the Trustee for all reasonable costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 2.4. The reimbursement of an eligible amount must be made within thirty (30) days after the Executive or the Trustee requests reimbursement, but in the case of an Executive in no event after the end of the year following that in which the Executive incurred the expense.

In the event of such a dispute involving a Severance Agreement, subject to the limitations of Section 3, until there is a final, nonappealable, determination pursuant to arbitration regarding the Executive’s or Beneficiary’s right to payment the Trustee shall pay all such disputed amounts and provide all benefits under the Severance Agreement to Executive or the Beneficiary; provided, however, the Trustee shall not make any such payments except upon receipt of an undertaking by or on behalf of Executive to repay all such amounts to which Executive or

Beneficiary is ultimately determined by the arbitrator (or other final determination) not to be entitled.

The Company waives all rights to contest any payment by the Trustee pursuant to this Section 2.4 except in the event of intentional misconduct by the Trustee or a violation of Section 3. Nothing in this Section 2.4 shall require the Trustee to undertake an independent determination or payment.

2.5 Payment Deductions .

Except as otherwise provided in this Trust Agreement, the Trustee shall make the payment or payments to each eligible Executive or Beneficiary and shall debit each payment from the applicable Sub-Trust.

2.6 Limit On Payments; Company Obligation .

In no event shall a payment from the Trust to or with respect to an Executive under an Executive Compensation Plan exceed the amount allocated to the applicable Sub-Trust at the time of the payment. The Company shall be solely responsible for, and shall make as due, all required payments to or with respect to an Executive under the applicable Executive Compensation Plan that are not made from the Trust.

2.7 Missing Persons .

If the recipient entitled to any payment to be made by the Trustee from the Trust cannot be located directly by the Trustee through reasonable efforts, the Trustee shall notify the Committee of that fact. The Trustee shall then determine whether to continue to issue payments to or on behalf of the recipient, to discontinue payments pending the receipt of further information, or to terminate the Sub‑Trust with regard to that recipient. The Trustee shall use reasonable efforts to determine the status of the recipient and may, but shall not be required to, seek a judicial determination of the recipient’s status or the action to be taken by the Trustee under this Section 2.7. The Trustee thereafter shall have no obligation to search for or ascertain the whereabouts of any payee under this Trust Agreement.

2.8 Documentation and Information for Trustee .

The Company at all times shall provide the Trustee with current copies of all Executive Compensation Plans for which the Trust is established and maintained from time to time, including amendments, and shall notify the Trustee when any Executive Compensation Plan is modified or terminated or a new Executive Compensation Plan is created. At least annually, the Company also shall provide the Trustee with updated information concerning the amounts payable with respect to each Executive under each Executive Compensation Plan and the underlying information necessary for calculating the amounts due.

SECTION 3

Insolvency; Administration

3.1 Insolvency .

Notwithstanding any other provision of this Trust Agreement, the Trustee shall cease payment of benefits from the Trust to any Executive or Beneficiary, and shall cease any reimbursements to the Company, if the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if the Company is (a) unable to pay its debts as they become due, (b) subject to a pending proceeding as a debtor under the United States Bankruptcy Code or (c) determined to be insolvent by a governing federal or state regulatory agency.

3.2 Claims of General Creditors .

At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.

(a) Duty to Inform; Notice .

The Board of Directors and the highest ranking officer of the Company shall have the duty to inform the Trustee in writing of the Company’s Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payments from the Trust to Executives and Beneficiaries and shall discontinue reimbursements to the Company.

(b) Duty to Inquire .

Unless the Trustee has actual knowledge of the Company’s Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency.

If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Executives and Beneficiaries, shall discontinue reimbursements or Sub-Trust termination payments to the Company, and shall hold the assets of the Trust for the benefit of the Company’s general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of any Executive or Beneficiary to pursue rights as a general creditor of the Company with respect to benefits due under the applicable Executive Compensation Plan or otherwise. Any assets of the Trust used for the benefit of creditors as provided above shall be debited from each Sub-Trust in proportion to the assets of Sub-Trust relative to the assets of the Trust as a whole.

(d) Resumption .

The Trustee shall resume payments from the Trust to Executives and Beneficiaries and reimbursements to the Company in accordance with Section 2

of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent or is no longer Insolvent.

(e) Omitted Payments .

Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section 3.2 and subsequently resumes such payments, the first payments following such discontinuance shall include the aggregate amount of all payments due to Executives and Beneficiaries under the terms of the Executive Compensation Plans for the period of such discontinuance, plus interest at the applicable federal rate as published by the IRS for the applicable period, less the aggregate amount of any payments made by the Company in lieu of the payments provided for under this Trust Agreement during the period of discontinuance.

SECTION 4

Payments to the Company

4.1 General Limitation .

Except as otherwise provided in this Trust Agreement, after the Trust has become irrevocable, the Company shall not have any right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before payment of all benefits has been made to the Executives and Beneficiaries pursuant to the terms of this Trust Agreement and the applicable Executive Compensation Plans.

4.2 Trust Income .

During the term of this Trust, except to the extent explicitly provided otherwise in this Trust Agreement, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

SECTION 5

Administration of Trust

5.1 In General .

The Trust and all Trust assets shall be administered by the Trustee pursuant to all of the express and implied duties and powers and subject to all express and implied conditions and limitations contained in or derived from the provisions of this Trust Agreement and conferred and imposed by applicable law. All rights associated with administration of the Trust and with Trust assets shall be exercised by the Trustee, the Committee, or the Company or a person designated by the Trustee, the Committee, or the Company, as provided in this Trust Agreement, and in no event shall such rights be exercisable by or rest with any Executive or Beneficiary, except to the extent that approval of an amendment of the Trust Agreement or removal of the Trustee and appointment of a successor Trustee is reserved to the Executive.

5.2 Duties and Powers of Trustee .

In addition to the duties and powers set forth in other provisions of this Trust Agreement, and subject to all applicable conditions and limitations, the Trustee shall have the following duties and powers with respect to the Trust:

(a) Control, Manage, and Invest Assets .

To the extent necessary to carry out the investment responsibilities in Section 6, to hold, manage, improve, repair, control and invest all assets forming part of the Trust;

(b) Records; Reports .

To maintain records and to prepare and file reports required by law to be filed by the Trustee or required by agreement with the Company or by this Trust Agreement;

To make payments and distributions from the fund as provided in this Trust Agreement, including benefits that have become payable under the applicable Executive Compensation Plan pursuant to Section 2 or that are required to be made to the general creditors of the Company as set forth in Section 3;

(d) Acquire and Dispose of Assets .

To the extent necessary to carry out the investment responsibilities in Section 6, to purchase, sell, convey, exchange, lease, convert, transfer, divide, repair, partition, consent to partition, or otherwise acquire or dispose of any property at any time held in trust under this Trust Agreement by public or private transaction, for the consideration and upon the terms and conditions determined by the Trustee;

(e) Extend Due Dates .

To the extent necessary to carry out the investment responsibilities in Section 6, to extend the time of payment of any investment obligation held by it;

(f) Voting Rights .

To exercise all voting rights with respect to property held in the Trust directly or by proxy, with or without the power of substitution, and to delegate the Trustee’s powers and discretions with respect to such property to any such proxy;

(g) Exercise Other Rights .

To the extent necessary to carry out the investment responsibilities in Section 6, to exchange securities, to sell or exercise subscription, conversion, and other rights and options, and make payments from the Trust in connection with that action, with respect to any property held in the Trust;

(h) Employ Agents and Advisors .

To engage as reasonably necessary agents, attorneys, accountants, and other persons (who also may be employed by the Company or the Committee), to delegate duties and discretionary powers to such persons, and to reasonably rely upon information and advice furnished by such persons; provided that each delegation and acceptance of duties and powers shall be in writing; and provided further that the Trustee may not delegate its responsibilities for the management and control of the assets of the Trust;

(i) Insure Assets .

To insure Trust assets when appropriate (as determined by the Trustee in its discretion) through a policy or contract of casualty insurance;

(j) Custodian .

To keep on deposit with a custodian in the United States any part of the Trust;

(k) Collection .

To demand, collect, and receive the principal, dividends, interest, other income and all other money or property due the Trust;

(l) Registration and Holding of Trust Assets .

To register investments in its own name or in the name of a nominee; to hold any investment in bearer form; and to combine certificates representing securities with certificates of the same issue held by it in other fiduciary capacities; to deposit or to arrange for the deposit of such securities with any depository or other securities clearing entity, even though, when so deposited, such securities may be held in the name of the nominee of such depository with other securities deposited therewith by other persons; or to deposit or to arrange for the deposit of any securities issued or guaranteed by the United States government, or any agency or instrumentality thereof, including securities evidenced by book entries rather than by certificates, with the United States Department of the Treasury or a Federal Reserve Bank, even though, when so deposited, such securities may not be held separate from securities deposited therein by other persons; provided, however, that no securities held in the Trust shall be deposited with the United States Department of the Treasury or a Federal Reserve Bank or other depository in the same account as any individual property of the Trustee, and provided, further, that the books and records of the Trustee shall at all times show that all such securities are part of the Trust;

(m) Claims .

To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust, to commence or defend suits or legal proceedings to protect any interest of the Trust, and to represent the Trust in all suits or legal proceedings in any court or before any other body or tribunal; provided, however, that the Trustee shall not be required to take any such action unless it shall have been indemnified by the Company to its reasonable satisfaction against liability or expenses it may incur;

(n) Execute Documents .

To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers granted in this Trust Agreement; and

(o) Other Acts .

To perform all other acts the Trustee deems necessary, suitable, or desirable for the control and management of the Trust and discharge of its duties.

Notwithstanding the foregoing, the Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein.

5.3 Limitation on Duties and Powers of the Trustee .

Unless expressly provided for in this Trust Agreement or otherwise properly delegated and assumed by agreement of the Trustee, the Trustee shall not be required to exercise a duty or power of the Company, the Committee, or any other fiduciary under this instrument.

If the Trustee appoints an investment manager to manage and invest some or all of the Trust assets (an “Investment Manager”), the Investment Manager shall have, and the Trustee shall not have, the express and implied duties and powers under this Trust Agreement with

respect to investment of Trust assets subject to the Investment Manager’s control. The Trustee shall have no obligation or power to exercise discretionary authority or control with respect to investment of the assets managed by the Investment Manager, or to render advice regarding the investment of such assets. The Trustee shall not be liable for the investment performance of the assets managed by the Investment Manager, other than as provided in Section 6.2. The powers and duties of the Trustee with respect to such Trust assets shall be limited to the following:

(a) Custody and Protection .

To act as custodian of the Trust assets not transferred to the custody of the Investment Manager or another custodian, and to protect the assets in its custody from loss by theft, fire, or other cause;

(b) Acquisitions .

To acquire additional assets for the Trust in accordance with the direction of the Investment Manager;

To sell or otherwise dispose of Trust assets in accordance with the direction of the Investment Manager;

(d) Accountings .

To account for and render accountings with respect to the Trust, except for assets held by another custodian;

(e) Authorized Actions .

To take authorized actions for and on behalf of the Trust in accordance with the direction of the Investment Manager; and

(f) Ministerial and Custodial Tasks .

To perform other ministerial and custodial tasks in accordance with the direction of the Investment Manager.

If Trust assets are transferred to another custodian, that custodian shall have, and the Trustee shall not have, the duties and powers set forth under Section 5.2 with respect to those assets.

Except as provided in Section 6.2, the Trustee shall have no liability or responsibility for any loss resulting to the Trust by reason of the sale or purchase of any investment directed by an Investment Manager or by reason of the failure to take any action with respect to any investment that was acquired pursuant to any such direction in the absence of further directions of such Investment Manager. The Trustee may rely upon any order, certificate, notice, direction or other documentary confirmation purporting to have been issued by the Investment Manager which the Trustee believes to be genuine and to have been issued by the Investment Manager.

5.4 Accounting by Trustee .

(a) Records and Accounting .

The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and Trustee. As soon as reasonably practicable following the close of each calendar year and each other valuation date agreed by the Company and the Trustee, and after the removal or resignation of the Trustee, the Trustee shall deliver to the Committee an account of its administration of the Trust during such year, or during the period from the close of the last valuation period to the date of the removal or resignation, setting forth all investments, receipts,

disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or valuation period, or as of the date of such removal or resignation, as the case may be.

(b) Objection; Settlement .

The Committee may object to an accounting within 180 days after it is furnished and require that it be settled by an audit by a qualified, independent certified public accountant. The auditor shall be chosen by the Trustee from a list of at least three such accountants furnished by the Committee at the time the audit is requested. Either the Committee or the Trustee may require that the account be settled by a court of competent jurisdiction, in lieu of or in conjunction with the audit. All expenses of any audit or court proceedings, including reasonable attorney fees, shall be allowed as administrative expenses of the Trust and paid by the Company.

If the Committee does not object to an accounting within the time provided, the account shall be deemed settled and final for the period covered by it. Notwithstanding the preceding sentence, the Trustee agrees it will, at reasonable cost, revise any accounting if determined by the Company to be necessary due to a latent error or omission and will do so at no cost to the extent the error or omission was the fault of the Trustee.

(d) Sub-Trust Accounting .

The Trustee shall maintain a recordkeeping account for each Sub-Trust that, pursuant to rules established by the Trustee, will reflect with respect to each Sub-Trust:

(i) Deposits . Deposits made by the Company to the Sub-Trust pursuant to Section 1 of this Trust Agreement;

(ii) Income . Income, losses, and appreciation or depreciation in the value of Sub‑Trust assets resulting from investment of the assets;

(iii) Payments . Payments made from the Sub-Trust to the Executive or Beneficiary and to the Company; and

(iv) Other . Any other amounts charged to the Sub-Trust, including administrative and investment expenses as described in this Trust Agreement.

The accounting provisions of this Section 5.4 shall be applied separately to each Sub‑Trust maintained for each Executive under each applicable Executive Compensation Plan.

(e) Compensation and Expenses .

The Company shall pay directly reasonable compensation of the Trustee and all expenses reasonably incurred by the Trustee and the Committee in the administration of this Trust, including compensation of agents, actuaries, attorneys, accountants, and other persons employed by the Trustee or the Committee, and including indemnification costs described in Section 9.2, and including any other amounts owed to Trustee or expenses of the Trust under this Trust Agreement other than as provided in the following sentence. Expenses solely attributable to investment of the Trust assets, such as investment manager fees, load or other commission fees, brokerage, postage, express or

insurance charges, and stock transfer stamps expense, shall be paid from the Trust to the extent not paid directly by the Company and shall be charged to each Sub-Trust in proportion to the assets in the Sub-Trust.

To the extent such compensation and expenses remain unpaid forty-five (45) days after mailing of an invoice for the same by the Trustee to the Company, the Trustee may notify the Company of its intent to pay the amounts due from the Trust. If any amount remains unpaid thirty (30) days after mailing of the notice of intent to pay from the Trust, the Trustee may pay such compensation and expenses from the Trust. Expenses paid from the Trust shall be charged to each Sub-Trust in proportion to the assets in the Sub-Trust.

5.5 Carrying on a Business .

Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains from that business within the meaning of Section 301.7701-2 of the Treasury Regulations promulgated pursuant to the Code.

5.6 Fiduciary Duty of Trustee .

The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

SECTION 6

Investment and Investment Managers

6.1 Investment of Trust Assets .

(a) SERP and Severance Agreement Sub-Trust Investment Authority .

The Trustee may only invest SERP and Severance Agreement Sub-Trust assets in investment grade debt securities as provided in this Section 6.1(a) and shall invest those assets with the goal of preserving principal and maintaining liquidity. SERP and Severance Agreement Sub-Trust assets may be invested and reinvested in any readily marketable investment grade debt securities, such as preferred stocks; corporate bonds; municipal bonds; notes; debentures; certificates of deposit or demand or time deposits, including any such deposits with the Trustee; and obligations of the United States. Notwithstanding these general rules, the Trustee shall not invest SERP or Severance Agreement Sub-Trust assets in any security (including stock or rights to acquire stock) issued by the Company or any affiliate other than a de minimis amount held in a mutual fund.

(b) SESP Sub-Trust Investment Authority . The "Investment Results” (as such term is defined in Section 2.19 of the SESP) of the SESP Accounts shall be determined in accordance with Section 4.5 of the SESP and amounts credited to an Executive's SESP Sub-Trust shall be determined in accordance with those Investment Results. Notwithstanding the foregoing, and notwithstanding Sections 2.19 and 4.5 of the SESP, after the Effective Time the Plan Administrator of the SESP (as defined in Section 2.24 of the SESP) may determine that

some or all of the investment funds will no longer be available to Executives participating in the SESP for purposes of determining the Investment Results to be credited to an Executive's SESP Sub-Trust. If the SESP Plan Administrator makes such a determination, an Executive may choose among the remaining investment funds made periodically available by the SESP Plan Administrator for the purpose of determining the Investment Results credited to that Executive's SESP Sub-Trust. N otwithstanding these general rules, after the Effective Time the Trustee shall not invest in any security (including stock or rights to acquire stock) or obligations issued by the Company or any affiliate other than a de minimis amount held in a mutual fund.

Notwithstanding anything to the contrary contained in this Section 6.1(b), however, the Trustee shall be under no obligation to make actual investments that correspond to the Executive's investment elections, even though the Executive's elections are used to determine the Investment Results on the Executive's SESP Sub-Trust.

If at any time no investment funds are made available, the Trustee shall invest the SESP Sub-Trust assets as provided in Section 6.1(a), above, and the Investment Results of the SESP Accounts shall be determined based on the actual investment experience of the Trustee with respect to those SESP Sub-Trust assets.

The provisions of this Section 6.1(b) constitute an amendment of Sections 2.19 and 4.5 of the SESP in accordance with Section 8.2 of the SESP, effective at the Effective Time.

(c) Other Sub-Trust Investment Authority . Any additional sub-trusts created in accordance with Section 1.1 shall be invested as provided in Section 6.1(a).

(d) Short Term Investment Authority .

Trust assets may be held uninvested only for such reasonable periods as are necessary to invest new assets deposited in Trust or to clear investment transactions and reinvest the proceeds. The Trustee may hold reasonable amounts of assets invested only in an appropriate daily or other short-term investment alternative for a reasonable period of time pending payment of benefits, payment of expenses or other distributions, or pending availability of other investments.

6.2 Investment Discretion .

Except as provided in Section 6.1, the Trustee shall have sole and absolute discretion in the management and investment of the fund and in exercising investment responsibility shall have all the duties and powers set forth under Section 5.2. The Company and the Committee shall not have any of the express or implied duties and powers contained in this Trust Agreement with respect to the control, management and investment of Trust assets and shall not have any power to approve or withhold approval of any action by the Trustee with respect to the control, management and investment of the Trust. The Trustee shall have the sole right to retain or discharge Investment Managers and related custodians, and to determine the terms of the engagement of any Investment Manager and related custodian.

The Trustee shall have the right, in its sole discretion, to delegate its investment responsibility to an Investment Manager, which may be an affiliate of the Trustee. In the event the Trustee appoints an affiliated Investment Manager, the Trustee shall remain, at all times,

responsible for the acts of the affiliated Investment Manager. In all cases, the Trustee may not appoint an Investment Manager if the appointment will increase the cost or expense to be paid by the Company unless the Company consents to the appointment.

SECTION 7

Resignation and Removal of Trustee

7.1 Resignation of Trustee .

The Trustee may resign at any time by written notice to the Company, which shall be effective 60 days after receipt of such notice unless the Company and the Trustee agree otherwise.

7.2 Removal of Trustee .

The Trustee may be removed by the Company only with the consent of a majority of the total number of Executives and Beneficiaries of deceased Executives who remain entitled to benefits under the Executive Compensation Plans at such time.

7.3 Appointment of Successor .

Subject to Sections 7.1 and 7.2 of this Trust Agreement, if the Trustee resigns or is removed, a successor that is independent of the Company shall be appointed by the Company as provided in this Section 7.3. If a Trustee desires to resign or is removed, a successor Trustee, which shall be the trust department of a bank or trust company ranked among the 50 largest banks in size of total assets in the United States, shall be appointed by the Company with the consent of a majority of the total number of Executives and Beneficiaries of deceased Executives who remain entitled to benefits under the Executive Compensation Plans at such time. In the event the Company does not appoint a successor Trustee, the Trustee may apply to a court of competent jurisdiction for appointment of a successor Trustee or for instructions. The appointment of the successor shall be effective when accepted in writing by the new Trustee or as of such later date or dates when Trust assets are delivered to the successor Trustee.

7.4 Duties of Predecessor Trustee and Successor Trustee .

Upon the resignation or removal of the Trustee and appointment of a successor Trustee, the resigning or removed Trustee shall transfer and deliver the assets of the Trust to such successor after reserving such reasonable amounts as it shall deem necessary to provide for any expenses, fees, or taxes then or thereafter chargeable against the Trust. The transfer shall be completed within 10 days after receipt of notice of resignation or removal, unless the Company extends the time limit. A Trustee that resigns or is removed shall promptly furnish to the Committee and the successor Trustee a final account of its administration of the Trust. A successor Trustee shall succeed to all rights in and ownership of the predecessor Trustee in the assets of the Trust and the predecessor Trustee shall deliver the property comprising the Trust to the successor Trustee together with any instruments of transfer, conveyance, assignment, and further assurances as the successor Trustee may reasonably require. Each successor Trustee shall have all the powers, rights, and duties conferred by this Trust Agreement as if named the initial

Trustee. Subject to applicable law, no Trustee shall be personally liable for any act or failure to act of a predecessor or successor Trustee.

7.5 Expenses .

All reasonable expenses of any resigning or removed Trustee, including the reasonable cost of any court proceeding deemed necessary by the resigning or removed Trustee, shall be administrative expenses paid by the Company.

SECTION 8

Amendment or Termination

8.1 Amendment .

(a) In General .

This Trust Agreement as a whole or its provisions governing a particular Sub-Trust may be amended by a written instrument executed by the Trustee and the Company. If an amendment to the Trust Agreement as a whole could reasonably be anticipated to have an adverse impact on an Executive or Beneficiary (including but not limited to an impact on the amount, likelihood or timing of payment of any amount due or that may become due under an Executive Compensation Plan) or to affect an Executive’s or Beneficiary’s voting rights, then the amendment shall also require the written consent of the majority of the total number of Executives and Beneficiaries of deceased Executives who remain entitled to benefits under the Executive Compensation Plans at such time who could reasonably be anticipated to be adversely impacted by the amendment.

If the amendment to a particular Sub-Trust could reasonably be anticipated to have an adverse impact on the Executive or Beneficiary as to whom the Sub-Trust relates (including but not limited to an impact on the amount, likelihood or timing of payment of any amount due or that may become due under an Executive Compensation Plan) or to affect an Executive’s or Beneficiary’s voting rights, then the amendment to the Sub-Trust shall also require the written consent of the Executive or Beneficiary to whom the Sub-Trust relates.

Notwithstanding the foregoing, no such amendment shall conflict with the terms of an Executive Compensation Plan or shall make the Trust revocable after it has become irrevocable in accordance with Section 1.2 of this Trust Agreement.

(b) Trustee; Investment Manager .

The powers, duties and liabilities of the Trustee and any Investment Manager under this Trust Agreement cannot be changed without their mutual written consent.

8.2 Termination .

(a) Timing .

Subject to the allocation of assets provided in Section 8.2(c), below, each Sub-Trust shall automatically terminate when an Executive and/or Beneficiary is no longer entitled to benefits pursuant to the terms of the applicable Executive Compensation Plan; provided, however, that if any Executive or Beneficiary has an outstanding claim against the

Company regarding his or her benefits under an Executive Compensation Plan, the Sub-Trust shall not terminate until the claim has been finally resolved, until all assets held in the Sub-Trust have been properly distributed, or until the Executive agrees in writing to the termination. A Sub-Trust may also terminate with the written consent of the affected Executive or Beneficiary, as provided in Section 1.3. The entire Trust shall terminate upon the termination of all Sub-Trusts. Except as provided above, the Trust and each Sub-Trust shall not terminate with respect to an Executive or Beneficiary until the date on which such Executive and/or Beneficiary is no longer entitled to any benefits pursuant to the terms of any of the Executive Compensation Plans.

(b) Continuing Powers .

Upon termination of this Trust or any Sub-Trust, the Trustee shall continue to have such of the powers provided in this Trust Agreement as are necessary or desirable for the orderly liquidation and distribution of the Trust or Sub-Trust assets.

Upon termination of a Sub-Trust, all assets remaining in the Sub-Trust shall be allocated as provided in this Section 8.2(c). The Trustee shall not make any transfer to another Sub-Trust or pay any funds to the Company under this Section 8.2 prior to satisfaction of all benefit obligations to which the applicable Sub-Trust relates.

(i) Direct Assets to Executive’s Sub-Trusts . The Trustee shall transfer the assets from any terminated Sub-Trust to the other Sub-Trusts relating to the affected Executive, and allocate the assets among the Executive’s other Sub-Trusts proportionately based on the assets in the other Sub-Trusts, until such assets are fully allocated or such Sub-Trusts reach 100% of the amount necessary to pay the Executive the amount the Executive could be entitled to under the applicable Executive Compensation Plan. If assets remain after the application of the immediately preceding sentence, such assets shall be allocated pursuant to Section 8.2(c)(ii) below.

(ii) Direct Assets to Other Sub-Trusts. If there are assets remaining after the allocation provided for in Section 8.2(c)(i), above, the Trustee shall transfer the remaining assets from that Sub-Trust to the Sub-Trusts for all other Executives, and allocate the assets among the other Sub‑Trusts proportionately based on the assets in the other Sub-Trusts, until such assets are fully allocated or such Sub-Trusts reach 100% of the amount necessary to pay the Executive the amount the Executive could be entitled to under the applicable Executive Compensation Plan.

(iii) Return to the Company. If assets remain after the application of Sections 8.2(c)(i) and (c)(ii), to the extent permitted by Section 3, such assets shall be returned to the Company .

(d) Trust . Upon termination of the entire Trust, all assets remaining in the Trust shall be returned to the Company.

SECTION 9

Liability and Indemnification

9.1 Liabilities Mutually Exclusive .

Except as otherwise provided in this Trust Agreement or by applicable law, the Company, the Trustee, the Committee, the Board of Directors, and each member thereof and each Investment Manager shall be responsible only for its or their own acts or omissions.

9.2 Indemnification .

The Company hereby agrees to indemnify and hold harmless the Trustee and its directors, officers, employees and agents from and against all losses, damages, liabilities, claims, costs, and expenses, including reasonable attorneys’ fees, that the Trustee or its directors, officers, employees and agents may incur by reason of the negligence or willful misconduct of the Company or the Committee. In making any distributions and taking any other action under this Trust Agreement, the Trustee may rely upon and shall be fully protected in relying upon, any notice, certificate, or other paper or written document provided by the Company or the Committee that is reasonably believed to be genuine and consistent with this Trust Agreement and the Executive Compensation Plans.

All duties and responsibilities of the Trustee shall be exercised in its sole and absolute discretion and, except as provided below, the Trustee and its directors, officers, employees and agents shall be protected from any loss or liability in the good faith exercise of that discretion. The Company agrees that it will indemnify and hold harmless the Trustee and its directors, officers, employees and agents from and against all losses, damages, liabilities, claims, costs and expenses, including reasonable attorneys’ fees, that the Trustee may incur by reason of its good faith acts or omissions in the exercise of its discretion. However, indemnification shall not apply to grossly negligent acts or omissions, acts or omissions in bad faith or to willful misconduct.

The indemnification obligation described in this Section 9.2 shall survive and continue after the termination of the Trust or any Sub-Trust and may not be altered or amended with respect to any current or former Trustee without its written consent.

SECTION 10

General Provisions

10.1 Successor to the Company .

In the event the Company is succeeded by another entity, references to the Company in this Trust Agreement shall refer to the successor.

10.2 Merger of Trustee .

If the Trustee is merged or consolidated with, or shall sell or transfer all or substantially all of its assets and business to another entity, or shall be in any manner reorganized or

reincorporated, then the successor corporation or other entity shall continue to be the Trustee pending subsequent resignation or removal as provided in Section 7.

10.3 Nonalienation .

Benefits payable to Executives and their Beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process. An interest in an amount promised shall not provide collateral or security for a debt of an Executive or Beneficiary or be subject to garnishment, execution, assignment, levy, or to another form of judicial or administrative process or to the claim of a creditor of an Executive or Beneficiary, through legal process or otherwise. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, or to otherwise dispose of benefits payable, before actual receipt of the benefits, or a right to receive benefits, shall be void and shall not be recognized.

10.4 Severability .

Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

10.5 Governing Law .

This Trust Agreement shall be governed by and construed in accordance with the laws of the state of Michigan, to the extent not preempted by federal law.

10.6 Notices .

Notices pursuant to this Trust Agreement shall be given by first class or priority U.S. mail or by commercial express delivery and shall be addressed to:

Company:

SpartanNash Company

Attn : General Counsel

850 76th Street S.W.

P.O. Box 8700

Grand Rapids, Michigan 49518

Trustee:

Attn :

10.7 Counterparts .

This Trust Agreement and any amendment hereto may be executed in two or more counterparts.

10.8 Gender and Number .

Except when otherwise indicated by the context, words denoting the masculine gender shall include the feminine, the singular shall include the plural, and the plural shall include the singular.

10.9 Scope of this Agreement .

This Trust Agreement will be binding on the Executives and all other persons entitled to any benefits hereunder and their respective heirs and legal representatives, and upon the Company, the Committee, the Trustee, and any Investment Managers, and their successors and assigns.

10.10 Statutory References .

Any references in this Trust Agreement to a section of the Code or any other statute or regulation shall include any comparable section or sections that amends, supplements, or supersedes that section.

10.11 Headings .

The headings contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge, or describe the scope or intent of the Trust Agreement or the construction of any provision thereof.

10.12 Section 409A .

This Trust is intended to comply with the trust funding restrictions of Section 409A(b) of the Code and shall be interpreted and operated consistently with those intentions.

IN WITNESS WHEREOF, this Trust Agreement is executed on behalf of the Company, and the Trustee by their respective authorized officers, as of the day and year set forth above.

SPARTANNASH COMPANY

Its

[TRUSTEE]

Its

Exhibit 31.1

CERTIFICATION

I, Dennis Eidson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SpartanNash Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 26, 2016

/s/ Dennis Eidson

Dennis Eidson

President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Christopher P. Meyers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SpartanNash Company;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 26, 2016

/s/ Christopher P. Meyers

Christopher P. Meyers

Executive Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION

Pursuant to 18 U.S.C. § 1350, each of the undersigned hereby certifies in his capacity as an officer of SpartanNash Company (the “Company”) that the Quarterly Report of the Company on Form 10-Q for the accounting period ended April 23, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period.

This Certificate is given pursuant to 18 U.S.C. § 1350 and for no other purpose.

Dated: May 26, 2016		/s/ Dennis Eidson
		Dennis Eidson President and Chief Executive Officer
Dated: May 26, 2016		/s/ Christopher P. Meyers
		Christopher P. Meyers Executive Vice President and Chief Financial Officer

A signed original of this written statement has been provided to SpartanNash Company and will be retained by SpartanNash Company and furnished to the Securities and Exchange Commission or its staff upon request.