0000950137-09-000750 Sample Contracts

STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Right Agreement • February 3rd, 2009 • Nash Finch Co • Wholesale-groceries & related products • Minnesota

THIS STOCK APPRECIATION RIGHT AGREEMENT UNDER THE NASH-FINCH COMPANY 2000 STOCK INCENTIVE PLAN is entered into and effective as of December 17, 2008 (the “Date of Grant”), by and between Nash-Finch Company (the “Company”) and [ ] (the “Executive”).

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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 3rd, 2009 • Nash Finch Co • Wholesale-groceries & related products

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “First Amendment”), dated as of January 31, 2009 (the “Amendment Date”), is made by and between GSC Enterprises, Inc., a Texas corporation (“Seller”) and Nash Finch Company, a Delaware corporation (“Parent”). Capitalized terms used herein without definition shall have the meanings specified in the Asset Purchase Agreement (as defined below).

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