0001193125-05-145560 Sample Contracts

Re: Consulting Agreement
Smart & Final Inc/De • July 20th, 2005 • Wholesale-groceries & related products

This will serve as a Consulting Agreement whereby you agree to provide consulting services to me and Smart & Final during this same term for up to a maximum of 50 days during the term subject to the conditions set forth herein. For these services, you will receive a per diem of $2,500 per day up to the maximum number of days set forth above. You, or your designee, will invoice the Company monthly for these services together with actual out of pocket expenses. These services will be at my direction and include, but not be limited to, representing me or the Company at industry and charitable functions (including the Coast Guard Foundation on our behalf), advising me and the Company on current business, industry and corporate governance affairs, and, as directed by me, representing me or joining me in appearances or meetings with the investment community. Of course, the Company will also reimburse you or your designee reasonable and customary actual out of pocket expenses on a per diem ba

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Nonqualified Stock Option Award Agreement Smart & Final Inc. Long-Term Equity Compensation Plan For Non-Employee Directors
Nonqualified Stock Option Award Agreement • July 20th, 2005 • Smart & Final Inc/De • Wholesale-groceries & related products

«FirstName» «LastName» has been awarded nonqualified stock options (“Options”) as set forth below under the Smart & Final Inc. Long-Term Equity Compensation Plan for Non-Employee Directors (the “Plan”). This agreement provides a brief summary of your rights under the Plan, although reference is made to the Plan for the details of all of your rights under the Plan and this Agreement, as well as all of the conditions and limitations affecting such rights. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. Capitalized terms used are not defined herein shall have the meaning ascribed to them in the Plan. The Options granted to you under this Agreement are Nonqualified Stock Options as defined in the Plan.

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