SPTN SpartanNash Company

ITE M 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 15, 2019, SpartanNash Company (the “Company”) and Dennis Eidson, Interim President and Chief Executive Officer of the Company, agreed to the terms of his compensation. Mr. Eidson was appointed Interim President and Chief Executive Officer of the Company on August 9, 2019, and such compensation is effective as of such appointment and continues until the termination of his appointment, which shall occur upon the earlier of August 8, 2020 or 30 days following the commencement date of a new chief executive officer (the “Termination Date”), if not terminated earlier by the Company or Mr. Eidson.

Mr. Eidson will receive an annual base salary of $1,400,000 and a sign-on cash bonus of $600,000. He will be eligible to receive an aggregate cash bonus of up to $800,000, divided into four bonus opportunities of $200,000 for each three month period following the commencement of his employment (the “Quarterly Periods”), the actual amount to be determined based upon the achievement of certain performance targets. Mr. Eidson will be entitled to receive a pro-rata portion of such bonus payable for the applicable Quarterly Period if his employment is terminated by the Company without cause, by Mr. Eidson with good reason, upon Mr. Eidson’s death or disability, or due to the commencement of employment by the Company of a new chief executive officer, with such termination to occur 30 days following the commencement of employment of a new chief executive officer (each, a “Qualifying Termination”).

Mr. Eidson also will receive an award of restricted stock or phantom stock units with respect to 101,010.10 shares of common stock. In addition, Mr. Eidson is eligible to receive restricted stock or phantom stock units with an aggregate value of $430,000 per Quarterly Period, with the number of shares of restricted stock or shares of common stock underlying such phantom stock units to be determined based upon the closing price of the common stock on the trading day immediately prior to the last day of the Quarterly Period. If the awards are denominated in phantom stock units, then such phantom stock units shall not represent the right to receive shares of common stock, but shall represent the right to receive the economic benefits thereof, including dividend equivalent rights and the right to receive the value of the appreciation of the underlying shares upon cash settlement of the phantom stock units. Mr. Eidson will be entitled to receive a pro-rata portion of the restricted stock or phantom stock units for the applicable Quarterly Period upon a Qualifying Termination. All outstanding shares of restricted stock or phantom stock units will vest upon the earlier of a Qualifying Termination or the Termination Date.

The terms of Mr. Eidson’s compensation do not provide for severance upon termination of employment. He will be eligible to participate in the Company’s 401(k) plan, health insurance plan and other benefit programs offered to its employees.

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