Form 8-K UNITED NATURAL FOODS For: Nov 05

November 8, 2018 6:06 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2018

UNITED NATURAL FOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-21531		05-0376157
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

313 Iron Horse Way, Providence, RI		02908
(Address of principal executive offices)		(Zip Code)

(401) 528-8634

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.05 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the completion of the acquisition of SUPERVALU INC. (“Supervalu”) by United Natural Foods, Inc. (the “Company”), which occurred on October 22, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of the Company reviewed its compensation arrangements and took the actions described herein effective as of the dates set forth hereinbelow.

Amended and Restated Employment Agreement with Steven L. Spinner

On November 5, 2018, the Company amended and restated its employment agreement (the “Amended and Restated Employment Agreement”) with Steven L. Spinner, the Company’s Chief Executive Officer and the Chairman of the Company’s Board, with compensation arrangements described therein effective as of October 22, 2018.

The initial term of the Amended and Restated Employment Agreement is through December 31, 2020 and may be renewed for one year by mutual consent of the parties. Under the agreement, Mr. Spinner will receive an annual base salary of $1,200,000 and will be eligible to participate in the Company’s annual cash and long-term incentive plans with a target annual bonus opportunity of 150% of his annual base salary and target annual equity opportunity of 425% of his annual base salary, respectively.

Upon a termination by the Company without Cause (as defined in the Amended and Restated Employment Agreement), resignation by Mr. Spinner for Good Reason (as defined in the Amended and Restated Employment Agreement) or if the Company does not offer to renew the initial term and Mr. Spinner’s employment terminates thereafter for any reason (except for Cause), subject to the effectiveness of a release in favor of the Company, Mr. Spinner will receive the previously disclosed severance payments and benefits provided in his Employment Agreement filed by the Company as Exhibit 10.1 to the Current Report on Form 8-K on November 2, 2016 (the “Non-CIC Severance”).

If Mr. Spinner’s employment is terminated without Cause or Mr. Spinner voluntarily terminates his employment for Good Reason during the two-year period following a Change in Control (as defined in the Amended and Restated Employment Agreement), in lieu of the Non-CIC Severance, and subject to the effectiveness of a release in favor of the Company, Mr. Spinner will receive the previously disclosed Change in Control severance payments and benefits provided in his Employment Agreement filed by the Company as Exhibit 10.1 to the Current Report on Form 8-K on November 2, 2016, provided that the cash severance will be equal to 2.99 times (as opposed to 3.0 times) the sum of his base salary and target annual bonus.

Upon a termination of employment due to Retirement (defined as a voluntary termination of employment on or after the date the Employee has attained fifty-nine (59) years of age and has provided ten (10) years of service to the Company), Mr. Spinner’s outstanding equity awards will vest in full with performance determined, as applicable for performance-based awards, based on actual performance for the year of termination; provided, however, that awards granted in the year of retirement will be prorated to reflect Mr. Spinner’s service period prior to Retirement.

The description above is qualified in its entirety by reference to the Amended and Restated Employment Agreement, which is included herewith as Exhibit 10.1, and is incorporated into this Item 5.02 by reference.

Employment Agreement with Sean F. Griffin

On November 5, 2018, the Company entered into an employment agreement with Sean F. Griffin (the “Griffin Employment Agreement”), pursuant to which Mr. Griffin will serve as Chief Executive Officer of Supervalu, a subsidiary of the Company, with the compensation arrangements described therein effective as of October 22, 2018.

The initial term of the Griffin Employment Agreement is through October 22, 2021 and automatically renews for one-year periods thereafter unless either party gives proper notice of nonrenewal. Under the agreement, Mr. Griffin will receive an annual base salary of $930,000 and will be eligible to participate in the Company’s annual cash and long-term incentive plans with a target annual bonus opportunity of 125% of his annual base salary and a target annual equity opportunity of 250% of his annual base salary, respectively.

Upon a termination by the Company without Cause (as defined in the Griffin Employment Agreement) or resignation by Mr. Griffin for Good Reason (as defined in the Griffin Employment Agreement), and subject to the effectiveness of a release in favor of the Company, Mr. Griffin will receive: (a) 1.0 times the sum of (i) base salary and (ii) target annual bonus; (b) a pro-rated annual cash bonus for the year of termination based on actual performance; (c) a cash payment of $35,000 for medical benefits; and (d) one additional year of vesting for all outstanding equity awards, with performance determined, as applicable for performance-based awards, based on the greater of target and actual performance for the fiscal year in which the termination takes place.

If such a termination without Cause or resignation for Good Reason takes place during the two-year period following a Change in Control (as defined in the Griffin Employment Agreement), in lieu of the severance described above, and subject to the effectiveness of a release in favor of the Company, Mr. Griffin will receive: (a) 2.50 times, (as opposed to 2.99 times) the sum of (i) base salary and (ii) target annual bonus; (b) a pro-rated annual cash bonus for the year of termination based on actual performance; (c) a cash payment of $105,000 for medical benefits; and (d) full vesting of all outstanding awards with performance determined, as applicable, based on target performance.

Upon a termination of employment due to Retirement (defined as a voluntary termination of employment on or after the date the Employee has attained fifty-nine (59) years of age and has provided ten (10) years of service to the Company), Mr. Griffin’s outstanding equity awards will vest in full with performance determined, as applicable for performance-based awards, based on actual performance for the year of termination; provided, however, that awards granted in the year of retirement will be prorated to reflect Mr. Griffin’s service period prior to Retirement.

The description above is qualified in its entirety by reference to the Griffin Employment Agreement, which is included herewith as Exhibit 10.2, and is incorporated into this Item 5.02 by reference.

Executive Severance and Change in Control Agreements

Effective as of November 5, 2018, the Company entered into amended and restated severance agreements (the “Severance Agreements”) and amended and restated change in control agreements (the “Change in Control Agreements”) with each of the Company’s officers who were identified as “Named Executive Officers” in the Company’s proxy statement filed with the Securities and Exchange Commission on November 3, 2017 (other than Steven L. Spinner and Sean F. Griffin, each of whom entered into employment agreements with the Company on November 5, 2018, as described above), as well as the Company’s other Executive Officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended), and certain other officers of the Company who had preexisting arrangements in place or were previously offered severance and change in control arrangements.

Each of the Severance Agreements provides that if the Company terminates the executive’s employment without Cause (as defined in the Severance Agreement) or such executive resigns for Good Reason (as defined in the Severance Agreement), in either case, other than in connection with or during the two-year period following a Change in Control, and subject to the effectiveness of a release in favor of the Company, the executive will continue to receive his or her base salary for one year and receive a lump sum cash payment of $35,000 for medical benefits. The Severance Agreements expire on the third anniversary of the effective date of the agreements. The prior severance agreements had no expiration date.

Each of the Change in Control Agreements provides that if the Company terminates the executive’s employment without Cause (as defined in the Change in Control Agreement) or such executive resigns for Good Reason (as defined in the Change in Control Agreement), in either case, within the two-year period following a Change in Control (as defined in the Change in Control Agreement), and subject to the effectiveness of a release in favor of the Company, the executive will receive: (a) a multiple (2.50, in the case of Michael P. Zechmeister, and 2.0, in the case of Eric Dorne and Paul Green and the other Executive Officers) times the sum of (i) base salary and (ii) target annual bonus; (b) a pro-rated annual cash bonus for the year of termination based on actual performance and any annual cash bonus earned as of the date of termination for the fiscal year preceding the year of termination which has not yet been paid; (c) a cash payment of $105,000 for medical benefits; and (d) all outstanding equity awards will vest in full with performance determined, as applicable, based on target performance.

The description above is qualified in its entirety by reference to the form of Severance Agreement and form of Change in Control Agreement, which are included herewith as Exhibit 10.3 and Exhibit 10.4, respectively, and are incorporated into this Item 5.02 by reference.

Retirement Vesting and Form of Award Agreements

In connection with the completion of the Supervalu acquisition and related compensation considerations, the Committee reviewed the age and service based requirements for retirement vesting of equity awards as maintained by industry peers and approved “retirement” vesting for all equity awards outstanding under the Company’s Second Amended and Restated 2012 Equity Incentive Plan and the Amended and Restated 2012 Equity Incentive Plan (collectively, the “Company Stock Plans”). The Committee determined that “Retirement” for such purposes shall be defined as an employee’s voluntary termination of employment on or after the date the employee has attained fifty-nine (59) years of age and has provided ten (10) years of service to the Company. On a termination due to Retirement, unless different treatment is set forth in an employee agreement between the Company and the employee, the employee’s outstanding awards will continue to vest in accordance with their terms and conditions set forth in the award agreement without regard to any continuous service requirements.

The Committee also approved a form of restricted share units to employees award agreement (the “Form RSU”) and form of performance-based vesting restricted share unit award agreement (the “Form PSU”), each of which will be used for awards granted under the Company’s Second Amended and Restated 2012 Equity Incentive Plan.

The description above is qualified in its entirety by reference to the Form RSU and Form PSU, which are included herewith as Exhibit 10.5 and Exhibit 10.6, respectively, and are incorporated into this Item 5.02 by reference.

Revised Recoupment (Clawback) Policy and Stock Ownership Guidelines

The Committee also reviewed and approved enhancements to the Company’s policy for recoupment of incentive compensation and stock ownership guidelines. These changes coincide with and support the decision to implement retirement vesting by subjecting more equity awards to stronger recoupment provisions and requiring greater alignment via share ownership during employment and up to retirement. The updated recoupment policy covers both financial statement restatements and other inaccuracies in performance metrics, removes time limits on compensation subject to clawback, permits clawback for conduct that results in a material inaccuracy in the Company’s financial statements or performance metrics and causes damage to the Company and provides more guidance to the Board concerning factors to be considered in determining whether to seek recoupment. The new stock ownership guidelines prohibit directors and officers from entering into any hedging transactions and have been expanded to cover senior officers not previously covered by the policy, who must hold stock at a level equal to one times their base salary.

Indemnification Agreements

The Board also approved an amended and restated form of indemnification agreement to be entered into with all of the Company’s Executive Officers and certain of the Company’s other current officers and directors and others from time-to-time hereafter to be determined (the “Indemnification Agreement”). The Indemnification Agreement continues to provide for, among other things, indemnification against liabilities relating to their service as directors and/or officers of the Company to the fullest extent permitted by law and the mandatory advancement of reasonable expenses incurred by indemnitees.

The description above is qualified in its entirety by reference to the Indemnification Agreement, which is attached hereto as Exhibit 10.7 and is incorporated into this Item 5.02 by reference.

Item 9.01 Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		Amended and Restated Employment Agreement dated as of November 5, 2018, between the Company and Steven L. Spinner

10.2		Employment Agreement dated as of November 5, 2018, between the Company and Sean F. Griffin

10.3		Form of Second Amended and Restated Severance Agreement

10.4		Form of Second Amended and Restated Change in Control Agreement

10.5		Form of Restricted Share Unit Agreement

10.6		Form of Performance Restricted Share Unit Agreement

10.7		Form of Amended and Restated Indemnification Agreement

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 hereunto duly authorized.

	UNITED NATURAL FOODS, INC.

	By:	/s/ Jill E. Sutton
	Name:	Jill E. Sutton
	Title:	Chief Legal Officer, General Counsel and Corporate Secretary

Date: November 7, 2018

Exhibit 10.1

EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of November 5, 2018 and effective as of October 22, 2018 (the “Effective Date”), is by and among United Natural Foods, Inc., a Delaware corporation (the “Company”) and Steven L. Spinner (the “Employee”).

W I T N E S S E T H:

WHEREAS, the Company desires to continue to retain Employee to act as its Chief Executive Officer and as the Chairman of the Company’s Board of Directors, upon the terms and conditions contained in this Agreement;

WHEREAS, Employee desires to continue to serve in such capacities, upon the terms and conditions contained in the Agreement;

WHEREAS, Employee entered into that certain employment agreement with the Company, dated October 28, 2016 (the “Prior Employment Agreement”); and

WHEREAS, the Company and Employee desire to amend and restate the Prior Employment Agreement to reflect the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises and covenants set forth below and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Employee do hereby agree as follows:

1. Employment; Position; Duties; Full-Time Status.

1.1 Position. The Company hereby agrees to continue to employ the Employee as its Chief Executive Officer, upon the terms and subject to the conditions set forth herein. In addition, the Company will continue to use its reasonable best efforts to cause the Employee to continue to be a member and Chairman of the Company’s Board of Directors.

1.2 Duties. The Employee shall perform and discharge faithfully the duties and responsibilities which may be assigned to the Employee from time to time in connection with the conduct of the Company’s business. The Employee shall report to the Company’s Board of Directors.

1.3 Full-Time Status. In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 1.2 hereof, the Employee shall:

(a) subject to Section 1.4, devote substantially all of his time, energy and skill during regular business hours to the performance of the duties of his employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;

(b) diligently follow and implement all lawful management policies and decisions communicated to the Employee by the Board of Directors of the Company; and

(c) timely prepare and forward to the Board of Directors of the Company all reports and accountings as may be requested of the Employee.

1.4 Permitted Activities. The Employee shall devote substantially all of his entire business time, attention and energies to the business of the Company and its Affiliates and shall not during the Term be engaged (whether or not during normal business hours) in any other significant business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, but as long as the following activities do not interfere with the Employee’s obligations to the Company, this shall not be construed as preventing the Employee from:

(a) investing his personal assets in any manner which will not require any services on the part of the Employee in the operation or affairs of the entity and in which the Employee’s participation is solely that of an investor; provided that such investment activity following the date hereof shall not result in his owning beneficially at any time any equity securities of any business that is materially competitive with the business of the Company as determined from time to time by the Nominating and Governance Committee of the Company’s Board of Directors; or

(b) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books, teaching or serving on the board of directors of no more than one other entity approved by the Company’s Board of Directors and that is not engaged in business that is competitive with the business of the Company so long as any such activity does not interfere with the ability of the Employee to effectively discharge his duties hereunder; provided further, that the Board of Directors of the Company may direct the Employee in writing to resign from any such organization and/or cease such activities should the Board of Directors of the Company reasonably conclude that continued membership and/or activities of the type identified would not be in the best interests of the Company. It is agreed that the activities that the Employee is conducting at the time of this Agreement, and any substitute activities that are similar in scope and extent, are permitted for purposes of this Section 1.4.

2. Term. Subject to the provisions of termination as hereinafter provided, the initial term of the Employee’s employment under this Agreement (as herein amended and restated) shall terminate on the currently scheduled end of the Company’s 2020 fiscal year (the “Initial Term”). Before expiration of the initial Term, the term of the Employee’s employment under this Agreement may be renewed until the end of the Company’s 2021 fiscal year by mutual agreement of the parties (such additional one-fiscal-year period, the “Renewal Term”, and, together the Initial Term and the Renewal Term, if any, the “Term”).

3. Compensation.

3.1 Base Salary. Until termination of the Employee’s employment with the Company pursuant to this Agreement, the Company shall pay the Employee a base salary (“Base Salary”) of at least One Million Two Hundred Thousand Dollars ($1,200,000) per annum, which shall be payable to the Employee in regular installments in accordance with the Company’s general payroll policies and practices. The Company’s Board of Directors, or the Compensation Committee thereof (the “Committee”), shall review the Employee’s Base Salary annually during the period of employment hereunder and, in its sole discretion, may increase, but not decrease, such Base Salary from time to time.

3.2 2019 Performance-Based Criteria. The Employee’s Restricted Stock Unit Awards granted October 27, 2016 and September 15, 2017, with respect to awards with performance periods covering the Company’s 2019 fiscal year beginning on July 29, 2018 and ending on August 3, 2019, including any multi-year awards and any additional awards covering such fiscal year, shall be adjusted to reflect the Company’s acquisition of SuperValu as determined by the Board and the Committee in their discretion.

3.3 Incentive Compensation. The Employee shall be entitled to participate in all compensation plans or programs for which any salaried employees of the Company with similar titles or levels of responsibilities are eligible under any existing or future plan or program established by the Company for salaried employees. Without limiting the generality of the foregoing, during the Term, the Employee will be eligible to participate in the Annual Cash Incentive Plan (“AIP”) and Long-term Incentive Plan (“LTIP”) offered by the Company to its senior management with potential incentive opportunities no less favorable than those available to other senior executive officers. The Employee shall be eligible to receive cash incentive compensation annually pursuant to the AIP based upon the achievement of performance criteria established by the Committee, with the actual amount of any such compensation paid to be determined in the sole discretion of the Committee as determined in accordance with the applicable plan. The amount of the cash incentive compensation the Employee shall be eligible to receive pursuant to the AIP or a successor plan at target level of performance shall be established annually by the Committee and shall not be less than one-hundred-fifty percent (150%) of the Employee’s Base Salary paid to the Employee during the applicable performance period. The amount of the annual equity grants the Employee shall be eligible to receive pursuant to the LTIP or a successor plan at target level of performance shall be established annually by the Committee and shall not be less than four-hundred-twenty-five percent (425%) of the Employee’s Base Salary paid to the Employee during the applicable performance period. Nothing in this Agreement shall preclude the Company from amending or terminating any of the plans or programs applicable to salaried employees as long as such amendment or termination is applicable to all salaried employees.

3.4 Benefit Plans. During the Term, the Employee shall be entitled to participate in all employee benefit plans or programs (including deferred compensation and equity plans and programs, but excluding any severance or change in control severance plans or programs) for which any similarly situated salaried employees of the Company are eligible under any existing or future plan or program established by the Company for salaried employees. The Employee will participate to the extent permissible under the terms and provisions of such plans or programs in accordance with program provisions. Nothing in this Agreement shall preclude the Company from amending or terminating any of the plans or programs applicable to salaried employees as long as such amendment or termination is applicable to all salaried employees.

3.5 Paid Leave. The Employee shall be entitled to paid leave in accordance with the Company’s policies in effect from time to time; provided that Employee shall be entitled to at least four weeks of paid leave per fiscal year. The use of the Employee’s paid leave shall be determined in accordance with the Company’s paid leave policy as in effect from time to time.

3.6 Expenses Incurred in Performance of Duties. The Company shall pay or promptly reimburse the Employee for all reasonable travel and other business expenses incurred by the Employee in the performance of the Employee’s duties under this Agreement in accordance with the Company’s policies in effect from time to time with respect to business expenses. All expenses eligible for reimbursements described in this Agreement must be incurred by the Employee during the Term of this Agreement to be eligible for reimbursement. The Employee shall, as a condition of any such reimbursement, submit verification of the nature and amount of such expenses in accordance with the Company’s reimbursement policies.

3.7 Withholdings. All compensation payable hereunder shall be subject to all applicable withholding for federal income taxes, FICA and all other applicable federal, state and local withholding requirements.

3.8 Recoupment of Incentive Compensation. In the event that the Company’s Board of Directors determines (in its sole discretion but acting in good faith) that (i) the Employee has violated any portions of Section 5, (ii) any of the Company’s financial statements are required to be restated resulting from fraud attributable to the Employee or (iii) any amount of compensation was based upon financial results later found to be materially inaccurate, then (a) the Company may recover or refuse to pay any bonus or incentive compensation paid or granted to the Employee (including, without limitation, amounts paid in respect thereof pursuant to Section 4.4), and (b) the Company may prohibit the Employee from exercising all options with respect to stock of the Company, or may recover all or any portion of the gain realized by the Employee from (1) such options exercised, (2) the vesting of any equity award received from the Company or (3) the sale of any equity award received from the Company, in each case in the twelve (12) month period immediately preceding any violation of Section 5 or any restatement of financial statements, or in the periods following the date of any such violation or restatement. In addition, the Company may pursue any remedies available pursuant to any policy of recoupment of incentive compensation that may be adopted by the Company’s Board of Directors from time to time. Unless otherwise provided in any such policy of recoupment, the amount to be recovered shall be equal to the excess of the amount paid out (on a pre-tax basis) over the amount that would have been paid out had such financial results or performance metrics been fairly stated at the time the payout was made. The payment shall be made in such manner and on such terms and conditions as may be required by the Company. If the Employee fails to return such compensation promptly, the Employee agrees that the amount of such compensation may be deducted from any and all other compensation owed to the Employee by the Company, to the extent permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable. The Employee acknowledges that the Company may engage in any legal or equitable action or proceeding in order to enforce the provisions of this Section 3.8. The provisions of this Section 3.8 shall be modified to the extent, and remain in effect for the period, required by applicable law, and shall be modified without consent of the Employee to become consistent with applicable law, including, without limitation, any rules or regulations adopted implementing the clawback or recoupment requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any policy of the Company adopted by its Board of Directors relating to recoupment or clawback of compensation, whether adopted before or after the date hereof. The Company shall be entitled, at its election, to set off against the amount of any such payment any amounts otherwise owed to the Employee by the Company.

4. Termination of Agreement.

4.1 General. During the Term of this Agreement, the Company may, at any time and in its sole discretion, terminate the Employee’s employment and this Agreement with Cause, subject to any prior notice requirements of Section 4.2 of this Agreement or, upon thirty (30) days prior written notice from the Board of Directors of the Company, without Cause, and the Employee may, at any time and in his sole discretion, resign from his employment with the Company and terminate this Agreement, subject to any prior notice requirements of Section 4.3 of this Agreement, if applicable (any such date of termination, the “Termination Date”).

incentive compensation, the “Accrued Amounts”), and the Company shall not have any further obligations to the Employee under this Agreement except those required to be provided by law. For purposes of this Agreement, “Cause” shall mean termination of the Employee’s employment with the Company due to (1) conviction of the Employee under applicable law of any felony or any misdemeanor involving moral turpitude, (2) unauthorized acts intended to result in the Employee’s personal enrichment at the material expense of the Company or its reputation, (3) any violation of the Employee’s duties or responsibilities to the Company which constitutes willful misconduct or dereliction of duty or (4) material breach of Sections 1.4 and 5.1 of this Agreement by the Employee, provided however, that in the case of circumstances described in this Section 4.2, the nature of the circumstances shall be set forth with reasonable particularity in a written notice to the Employee approved by a majority of the membership of the Board of Directors of the Company. The Employee shall have twenty (20) business days following delivery of such written notice to cure such alleged breach, provided that such breach is, in the reasonable discretion of the Board of Directors of the Company, susceptible to a cure and provided further that delivery of such written notice shall have been approved by a majority of the members of the Board of Directors of the Company.

4.3 Resignation by the Employee. If the Employee resigns without Good Reason the Company shall pay to the Employee the Accrued Amounts in a cash lump sum within ten (10) days of the Termination Date and the Company shall not have any further obligations to the Employee under this Agreement except those required to be provided by applicable law. For purposes of this Agreement, “Good Reason” shall mean without the Employee’s express written consent, the occurrence of any one or more of the following: (1) the assignment of the Employee to duties materially adversely inconsistent with his duties as of the date hereof; (2) a material reduction in the Employee’s title, executive authority or reporting status, including failure of the Company to appoint Employee as the Company’s Chief Executive Officer; (3) a relocation more than 50 miles from the Employee’s then current place of employment; (4) a reduction by the Company in the Employee’s Base Salary, or a failure of the Company to pay or cause to be paid any compensation or benefits when due or under the terms of any plan established by the Company and failure to restore such Base Salary or make such payments within five (5) days of receipt of notice from the Employee, (5) failure to include the Employee in any new employee benefit plans proposed by the Company or a material reduction in the Employee’s level of participation in any benefit plans of the Company; provided that a Company-wide reduction or elimination of such plans shall not give rise to a “Good Reason” termination; (6) a material breach of this Agreement by the Company; or (7) the failure of the Company to obtain a satisfactory agreement from any successor to the Company with respect to the ownership of substantially all the stock or assets of the Company to assume and agree to perform the terms of this Agreement, provided that, in each case, (A) within sixty (60) days of the initial occurrence of the specified event the Employee has given the Company written notice giving the Company at least thirty (30) days to cure the Good Reason, (B) the Company has not cured the Good Reason within the (30) thirty day period and (C) the Employee resigns within ninety (90) days from the initial occurrence of the event giving rise to the Good Reason.

4.4 Effect of Termination without Cause or Resignation for Good Reason; Non-Renewal.

(a) If the Employee’s employment with the Company is terminated by the Company without Cause or if the Employee resigns for Good Reason, or, if the Company does not offer to enter into the Renewal Term and the Employee’s employment with the Company terminates for any reason (other than for Cause) following the Initial Term: (i) the Company shall pay to the Employee the Accrued Amounts in a cash lump sum within ten (10) days of the Termination Date; and (ii) so long as the Employee complies with Sections 4.4(b), 5.1 and 5.2 of this Agreement, the Company shall (A) pay to the Employee an amount equal to two (2) times (x) the greater of the Employee’s Base Salary as stated in Section 3.1, or the Employee’s Base Salary, as in effect on the Termination Date, and (y) the Employee’s

annual cash incentive bonus at target levels of performance under the applicable annual cash incentive plan approved by the Committee for the fiscal year in which the Termination Date occurs, payable in pro rata installments over a period of two years following the Termination Date (the “Severance Payment Period”), commencing on the first payroll period (the “Initial Payment”) occurring on or after the 60th day (but no later than the earlier of March 15th of the calendar year, or the 90th day) following the Termination Date (the “Severance Delay Period”), (B) pay to the Employee a pro rata annual cash incentive bonus based on the number of full calendar months elapsed in the fiscal year of termination and the Company’s actual performance for such fiscal year, paid at such time as it would have been paid if the Employee had not been terminated and (C) cause (I) stock options awarded to the Employee under any Equity Plan not previously exercisable and vested which would otherwise become exercisable by the next anniversary date following the Termination Date to become fully vested and exercisable and (II) restricted stock (including, for purposes of clarification, restricted stock units settled in shares of common stock) and performance-based vesting equity awards (including, for purposes of clarification, performance-based restricted stock units settled in shares of common stock) granted to Employee under any Equity Plan which is still subject to restrictions that would have otherwise vested or had restrictions thereon removed by the next anniversary date following the Termination Date to become vested, payable and/or have any restrictions thereon removed, as the case may be, with respect to any performance-based vesting equity awards based on performance at the greater of target or actual levels of performance for the fiscal year in which the Employee’s employment is terminated, however, with respect to awards granted prior to the date of this Agreement, only if the Committee shall determine that any performance metric applicable to the award for purposes of the rules and regulations adopted under Section 162(m) of the Code (such metric, the “Performance Award Gateway Metric”) shall have been met with respect to such fiscal year, which performance-based vesting equity awards shall be paid or settled to the Employee upon the later to occur of (y) the third business day following the last day of the Severance Delay Period and (z) the third business day following the date the Committee determines that the applicable performance criteria has been achieved (such later date, the “Performance Award Severance Payment Date”). The Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of the Severance Payment Period and on the same terms and with the same frequency as the Employee’s Base Salary was paid prior to such termination. Payments pursuant to this Section 4.4 shall be in lieu of any other severance benefits that the Employee may be eligible to receive under the Company’s or any of the Company’s Affiliates’ benefit plans or programs. For the avoidance of doubt, settlement of any restricted stock units (including any performance units), the vesting of which is accelerated pursuant to this Section 4.4(a), shall occur upon vesting pursuant to this Section 4.4(a), subject to any previous legally binding deferral election regarding such units. In addition, if the Employee’s employment with the Company is terminated by the Company without Cause or if the Employee resigns for Good Reason or, if the Company does not offer to enter into the Renewal Term and the Employee’s employment with the Company terminates for any reason (other than for Cause) following the Initial Term, the Company will pay the Employee a lump sum amount equal to $35,000 (the “COBRA Amount”) that the Employee may use to procure group health plan coverage for himself and his eligible dependents or otherwise. If the Employee desires to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), it shall be the sole responsibility of the Employee (and/or other family members who are qualified beneficiaries, as described in the COBRA election notice, and who desire COBRA continuation coverage) to timely elect COBRA continuation coverage and timely make all applicable premium payments therefore. The Employee acknowledges that the COBRA Amount is taxable to the Employee and that the payment of the COBRA Amount shall only be made to the extent that the payment of the COBRA Amount would not result in any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010 as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) (collectively, such laws, the “PPACA”). Should the Company be unable to pay the COBRA Amount

without triggering an excise tax under the PPACA, the Company and the Employee shall use reasonable efforts to provide a benefit to the Employee which represents the economic equivalent of the COBRA Amount and which does not result in an excise tax on the Company under the PPACA, which benefit shall be paid in a lump sum.

(b) As a condition to receiving the payments provided for in clause (ii) of Section 4.4(a) and clauses (ii), (iii) and (iv) of Section 4.4(c), the Employee agrees to sign and deliver to the Company a release in form and substance reasonably satisfactory to the Company and the Employee and delivered to the Employee within five (5) business days of the Termination Date, which must become effective within sixty (60) days following the Termination Date. Notwithstanding the foregoing, the Employee shall not be required to release (i) any rights the Employee has under this Agreement, (ii) any rights that Employee has pursuant to any plan, program or agreement subject to the Employee Retirement Security Act of 1974, as amended, (iii) any rights pursuant to any incentive or compensation plans of the Company or its Affiliates, any Equity Plan or any rights pursuant to any award agreements issued pursuant to any incentive or compensation plan of the Company or its Affiliates or any Equity Plan, (iv) any rights the Employee and his beneficiaries may have to continued medical coverage under the continuation coverage provisions of the Code, the Employee Retirement Income Security Act of 1974 or applicable state law or (v) any rights the Employee may have to indemnification under state or other law or the Certificate of Incorporation or by-laws of the Company and its Affiliated companies, or under any indemnification agreement with the Company or under any insurance policy providing directors’ and officers’ coverage for any lawsuit or claim relating to the period when the Employee was a director or officer of the Company or any Affiliated company.

Control Date, then, in lieu of the COBRA Amount, and subject to any limitation imposed under applicable law and Sections 4.4(b) and 4.4(e) of this Agreement, the Company will pay the Employee a lump sum amount equal to $105,000 (the “Change in Control COBRA Amount”) that the Employee may use to procure group health plan coverage for himself and his eligible dependents or otherwise. If the Employee desires to elect COBRA continuation coverage, it shall be the sole responsibility of the Employee (and/or other family members who are qualified beneficiaries, as described in the COBRA election notice, and who desire COBRA continuation coverage) to timely elect COBRA continuation coverage and timely make all applicable premium payments therefore. The Employee acknowledges that the Change in Control COBRA Amount is taxable to the Employee and that the payment of the Change in Control COBRA Amount shall only be made to the extent that the payment of the Change in Control COBRA Amount would not result in any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the PPACA. Should the Company be unable to pay the Change in Control COBRA Amount without triggering an excise tax under the PPACA, the Company and the Employee shall use reasonable efforts to provide a benefit to the Employee which represents the economic equivalent of the Change in Control COBRA Amount and which does not result in an excise tax on the Company under the PPACA, which benefit shall be paid in a lump sum.

(d) The following terms shall have the following definitions:

(i) The term “Change in Control” means the happening of any of the following:

(1) any “person”, including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”), but excluding the Company, any of its Affiliates, or any employee benefit plan of the Company or any of its Affiliates) is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities;

(2) the stockholders of the Company shall approve a definitive agreement and a transaction is consummated (1) for the merger or other business combination of the Company with or into another corporation if (A) a majority of the directors of the surviving corporation were not directors of the Company immediately prior to the effective date of such merger or (B) the stockholders of the Company immediately prior to the effective date of such merger own less than 60% of the combined voting power in the then outstanding securities in such surviving corporation or (2) for the sale or other disposition of all or substantially all of the assets of the Company; or

(3) the purchase of 30% or more of the combined voting power of the Company’s then outstanding securities pursuant to any tender or exchange offer made by any “person”, including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Act), other than the Company, any of its Affiliates, or any employee benefit plan of the Company or any of its Affiliates.

(ii) The term “Change in Control Date” means the date on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs, and if the Employee’s employment with the Company is terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Employee that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in

connection with or in anticipation of a Change in Control, then for all purposes of this Agreement, the “Change of Control Date” shall mean the date immediately prior to the date of such termination of employment.

(iii) The term “Equity Plan” shall mean the Company’s Second Amended and Restated 2012 Equity Incentive Plan, as amended from time to time, and any other prior, current or future plan, program or arrangement of the Company or its Affiliates pursuant to which stock options, restricted stock, restricted stock units, performance units or other equity awards are made or outstanding.

(e) In the event any payments or benefits otherwise payable to the Employee, whether or not pursuant to this Agreement, (1) constitute “parachute payments” within the meaning of Section 280G of the Code, and (2) but for this Section 4.4(e), would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4.4(e) will be made in writing by a nationally-recognized accounting firm selected by the Employee (the “Accountants”), whose determination will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4.4(e), the Accountants (i) may make reasonable assumptions and approximations concerning applicable taxes, (ii) may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and (iii) shall take into account a “reasonable compensation” (within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code) analysis of the value of services provided or to be provided by the Employee, including any agreement by the Employee (if applicable) to refrain from performing services pursuant to a covenant not to compete or similar covenant applicable to the Employee that may then be in effect (including, without limitation, those contemplated by Section 5.1 of this Agreement). The Company and the Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. To the extent such aggregate parachute payment amounts are required to be so reduced, the parachute payment amounts due to the Employee (but no non-parachute payment amounts) shall be reduced in the following order: (i) the parachute payments that are payable in cash shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity, valued at full value (rather than accelerated value) (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall be reduced in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time; and (iii) all other non-cash benefits not otherwise described in clause (ii) of this Section 4.4(e) reduced last. In applying these principles, any reduction or elimination of the Payments shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

4.5 Section 409A.

(a) It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Section 409A (“Section 409A”) of the Code, and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary herein, if (i) on the date of the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), the Employee is deemed to be a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company, as determined in accordance with the Company’s “specified employee” determination procedures, and (ii) any payments to be provided to the Employee pursuant to this Agreement which constitute “deferred compensation” for purposes of Section 409A and are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of the Employee’s death. Any payments delayed pursuant to this Section 4.5(a) shall be made in a lump sum on the first day of the seventh month following the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of the Employee’s death. In addition to the foregoing provisions of this Section 4.5(a), in the event that the Change in Control that triggers payments and benefits under Section 4.4(c) does not constitute a “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A, the payment of two years of base salary and annual cash incentive bonus under Sections 4.4(c)(ii)(x) and (y) shall be paid in pro rata installments over a two-year period in accordance with the normal payroll practices of the Company rather than as a single lump sum and the remainder shall be paid as a lump sum in accordance with the requirements of Section 4.4(c) and this Section 4.5.

(b) Notwithstanding any other provision herein to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Section 409A and the Treasury Regulations promulgated thereunder) upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Section 409A and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service.

(c) Notwithstanding any other provision herein to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code.

other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit may not be subject to liquidation or exchange for another benefit.

(e) For the avoidance of doubt, any payment due under this Agreement within a period following the Employee’s termination of employment, death, disability or other event, shall be made on a date during such period as determined by the Company in its sole discretion.

(f) This Agreement shall be interpreted in accordance with, and the Company and the Employee will use their best efforts to achieve timely compliance with, Section 409A and the Treasury Regulations and other interpretive guidance promulgated thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. By accepting this Agreement, the Employee hereby agrees and acknowledges that the Company does not make any representations with respect to the application of Section 409A to any tax, economic or legal consequences of any payments payable to the Employee hereunder. Further, by the acceptance of this Agreement, the Employee acknowledges that (i) the Employee has obtained independent tax advice regarding the application of Section 409A to the payments due to the Employee hereunder, (ii) the Employee retains full responsibility for the potential application of Section 409A to the tax and legal consequences of payments payable to the Employee hereunder and (iii) the Company shall not indemnify or otherwise compensate the Employee for any violation of Section 409A that my occur in connection with this Agreement. The parties agree to cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Section 409A of the Code.

4.6 Retirement. In addition to the benefits provided in Sections 4.3 and 4.4, if the Employee is eligible for Retirement as of the Termination Date, the Company shall cause (1) stock options awarded to the Employee under any Equity Plan not previously exercisable and vested to become fully vested and exercisable (and shall remain exercisable for the remainder of their scheduled term) and (2) restricted stock (including, for purposes of clarification, restricted stock units settled in shares of common stock) and performance-based vesting equity awards (including, for purposes of clarification, performance-based restricted stock units settled in shares of common stock) granted to Employee under any Equity Plan which is still subject to restrictions to become vested, payable and/or have any restrictions thereon removed, as the case may be, with respect to any performance-based vesting equity awards based on actual levels of performance for the fiscal year in which the Employee’s employment is terminated (however, with respect to awards granted before the date of this Agreement, only if the Committee shall determine that any Performance Award Gateway Metric shall have been met with respect to such fiscal year), which performance-based vesting equity awards shall be paid or settled to the Employee on the Performance Award Severance Payment Date; provided that with respect to each annual equity award granted to the Employee in the fiscal year of the Employee’s Retirement, the Employee shall be granted a prorated annual equity award (whether such awards be in the form of options, restricted stock, restricted stock units, performance restricted stock units or some other form) equal to the product of (x) the total compensation intended to be delivered to the Employee in respect of such award and (y) a fraction, the numerator of which shall equal the number of days beginning on the grant date and ending on the date of the Employee’s Retirement, and denominator of which shall equal 365. In the event the Company did not have advance notice of the Employee’s Retirement in an applicable fiscal year before granting annual equity awards to the Employee for such fiscal year, the Company shall prorate and adjust the grant amount of each such award in accordance with the foregoing after receiving such notice. For purposes of this Agreement, the term “Retirement” shall mean a voluntary termination of employment on or after the

date the Employee has attained fifty-nine (59) years of age and has provided ten (10) years of service to the Company.

5. Non-Competition, Non-Solicitation, Confidentiality and Non-Disclosure.

5.1 Non-Competition and Non-Solicitation. Except with the prior written consent of the Company or as directed by the Board of Directors of the Company, or in the performance of Employee’s duties to the Company in accordance with the terms hereof, Employee covenants and agrees that during the period commencing on the Effective Date and ending on the first anniversary of the Termination Date, or upon a termination of employment by the Company for Cause or resignation by the Employee without Good Reason, ending on the second anniversary of the Termination Date (the “Restricted Period”), Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with any company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: KeHe Distributors, LLC, DPI Specialty Foods, Lopari Foods, C&S Wholesale Grocers, Inc., Sysco Corporation, Performance Food Group Company and US Foods Holding Corp (or any subsidiary or Affiliated entity of the foregoing companies) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such Restricted Period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company.

5.2 Confidential Information; Ownership of Intellectual Property.

(a) Obligation to Maintain Confidentiality. The Employee shall not disclose or reveal to any unauthorized person or knowingly use for the Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and the Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is (i) generally available in the industry, (ii) disclosed through no fault of the Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). The Employee agrees that the Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement prohibits the Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation. Employee does not need the prior authorization of the Company to make any such reports or disclosures, and Employee is not required to notify the Company that Employee has

made such reports or disclosure. Employee is hereby notified that the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), provides:

(i) IMMUNITY. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(ii) USE OF TRADE SECRET INFORMATION IN ANTI-RETALIATION LAWSUIT. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

(b) Ownership of Intellectual Property. If the Employee creates, invents, designs, develops, contributes to or improves any works of authorship, inventions, materials, documents or other work product or other intellectual property, either alone or in conjunction with third parties, at any time during the time that the Employee is employed by the Company (“Works”), to the extent that such Works were created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of such employment (collectively, the “Company Works”), the Employee shall promptly and fully disclose such Company Works to the Company. Any copyrightable work falling within the definition of Company Works shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. § 101. The Employee hereby (i) irrevocably assigns, transfers and conveys, to the extent permitted by applicable law, all right, title and interest in and to the Company Works on a worldwide basis (including, without limitation, rights under patent, copyright, trademark, trade secret, unfair competition and related laws) to the Company or such other entity as the Company shall designate, to the extent ownership of any such rights does not automatically vest in the Company under applicable law, and (ii) waives any moral rights therein to the fullest extent permitted under applicable law. The Employee agrees not to use any Company Works for the Employee’s personal benefit, the benefit of a competitor, or for the benefit of any person or entity other than the Company or its Affiliates. The Employee agrees to execute any further documents and take any further reasonable actions requested by the Company to assist it in validating, effectuating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of its rights hereunder, all at the Company’s sole expense.

all Inventions and any and all patents, copyrights and other proprietary rights related thereto. If the Employee has any right or rights to Inventions that cannot be assigned to the Company or waived by the Employee, the Employee unconditionally grants to the Company during the term of such rights, a non-exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicenses, to use, reproduce, publish, create derivative works of, market, advertise, distribute, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions.

(d) Disclosure of Inventions; Patents. The Employee agrees that in connection with any Invention: (i) the Employee will disclose such Invention promptly in writing to the Employee’s immediate supervisor at the Company, with a copy to the Company’s then acting General Counsel in order to permit the Company to claim rights to which they may be entitled under this Agreement, and such disclosure shall be received in confidence by the Company; and (ii) the Employee will, at the Company’s request, promptly execute a written assignment of title to the Company for any Invention required to be assigned as set forth above (“Assignable Invention”) and the Employee will preserve any such Assignable Invention as confidential information of the Company.

(e) Prior Inventions. It is understood that all Inventions, if any, patented or unpatented, which are made by the Employee prior to the Employee’s employment by the Company, are excluded from the scope of this Agreement.

(f) Further Cooperation. The Employee shall, upon request of the Company, but at no expense to the Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to in this Section 5.2, including applying for, obtaining and enforcing patents or copyrights thereon in any and all countries.

5.3 Enforcement. The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5.1 and 5.2 of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5.1 and 5.2, and that in the event of a breach or threatened breach of Sections 5.1 or 5.2, the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5.1 or 5.2. The terms of this Section 5.3 shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in Sections 5.1 and 5.2.

5.4 Investigations. During the Restricted Period, upon reasonable request of the Company, the Employee shall cooperate in any internal or external investigation, litigation or any dispute relating to any matter in which he or she was involved during his or her employment with the Company; provided, however, that the Employee shall not be obligated to spend time and/or travel in connection with such cooperation to the extent that it would unreasonably interfere with the Employee’s other commitments

and obligations. The Company shall reimburse the Employee for all expenses the Employee reasonably incurs in so cooperating.

5.5 Notice of New Employment. Before accepting employment with any other person, organization or entity while employed by the Company and during the Restricted Period, the Employee will inform such person, organization or entity of the restrictions contained in this Section 5. The Employee further consents to notification by the Company to Employee’s subsequent employer or other third party of Employee’s obligations under this Agreement.

6. Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile with confirmation of transmission by the transmitting equipment, (c) received by the addressee, if sent by certified mail, return receipt requested, or (d) received by the addressee, if sent by a nationally recognized overnight delivery service, return receipt requested, in the case of Employee, to the address or facsimile number set forth on the signature page hereto, and in the case of the Company, to the address or facsimile number set forth below (or in either case to such other addresses or facsimile numbers as a party may designate by notice to the other parties):

If to the Company, to:

United Natural Foods, Inc.
313 Iron Horse Way
Providence, Rhode Island 02908
Attention: Board of Directors
Fax No.: (401) 278-1896

with a copy to:

United Natural Foods, Inc.
313 Iron Horse Way
Providence, Rhode Island 02908
Attention: Jill E. Sutton, General Counsel and Corporate Secretary

If to the Employee, to:

To his address on record with the Company

with a copy to:

Sullivan & Cromwell, LLP
125 Broad Street
New York, NY 10004
Attention: Marc Trevino
Fax No.: (212) 291-9157

7. Waiver of Breach. The waiver by any party of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any other party. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by any party hereto to assert any rights hereunder on any occasion or series of occasions.

8. Assignment. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon their successors and assigns. The Company may assign its rights and obligations under this Agreement to any Affiliate of the Company. “Affiliate” shall mean any entity which controls, is controlled by, or is under common control with another entity. The Employee acknowledges that the services to be rendered by him are unique and personal, and the Employee may not assign any of his rights or delegate any of his duties or obligations under this Agreement.

9. Entire Agreement; Amendment. This Agreement contains the entire agreement of the parties relating to the subject matter herein and supersedes in full and in all respects any prior oral or written agreement, arrangement or understanding between the parties with respect to Employee’s employment with the Company, including without limitation, the Prior Employment Agreement. This Agreement may not be amended or changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

10. Controlling Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

11. Waiver of Jury Trial. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

12. No Set-Off by the Employee. The existence of any claim, demand, action or cause of action by the Employee against the Company whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of its rights hereunder.

13. Survival. The obligations of the parties pursuant to Sections 4.2, 4.3, 4.4, 4.5, 5.1, 5.2, 5.3, 6, 8, 9, 10, 11, 13, 14 and 15, as applicable, shall survive the termination of the Employee’s employment hereunder for the period designated under each of those respective sections.

14. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances will be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, will not be affected thereby, and each provision hereof will be validated and will be enforced to the fullest extent permitted by law.

15. Headings. The sections, subjects and headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

[signature page to follow]

IN WITNESS WHEREOF, the parties have hereto executed this Agreement as of the day and year first written above.

EMPLOYEE:

/s/ Steven L. Spinner

Steven L. Spinner

Address and Facsimile Number for Notice:

313 Iron Horse Way
Providence, RI
02908
Fax No.:

COMPANY:

UNITED NATURAL FOODS, INC.

By:	/s/ Jill E. Sutton
	Name:	Jill E. Sutton
	Title:	Chief Legal Officer & Corporate Secretary

[Signature Page to Employment Agreement]

Exhibit 10.2

EXECUTION VERSION

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of November 5, 2018 and effective as of October 22, 2018 (the “Effective Date”), is by and among United Natural Foods, Inc., a Delaware corporation (the “Company”) and Sean F. Griffin (the “Employee”).

W I T N E S S E T H:

WHEREAS, the Company desires to appoint Employee to act as the Chief Executive Officer of SuperValu, Inc., a subsidiary of the Company (“SuperValu”), upon the terms and conditions contained in this Agreement; and

WHEREAS, Employee desires to serve in such capacity, upon the terms and conditions contained in the Agreement;

1. Employment; Position; Duties; Full-Time Status.

1.1 Position. The Company hereby agrees to employ the Employee as the Chief Executive Officer of SuperValu, upon the terms and subject to the conditions set forth herein.

1.3 Full-Time Status. In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 1.2 hereof, the Employee shall:

(b) diligently follow and implement all lawful management policies and decisions communicated to the Employee by the Company Chief Executive Officer; and

(c) timely prepare and forward to the Company Chief Executive Officer all reports and accountings as may be requested of the Employee.

(a) investing his personal assets in any manner which will not require any services on the part of the Employee in the operation or affairs of the entity and in which the Employee’s

participation is solely that of an investor; provided that such investment activity following the date hereof shall not result in his owning beneficially at any time any equity securities of any business that is materially competitive with the business of the Company as determined from time to time by the Nominating and Governance Committee of the Company’s Board of Directors; or

2. Term. Subject to the provisions of termination as hereinafter provided, the initial term of the Employee’s employment under this Agreement shall begin on the Effective Date and shall continue for three years thereafter (the “Initial Period”). Following the Initial Period, the term will automatically renew for one year periods unless either party notifies the other party of nonrenewal at least 90 days prior to the end of the Initial Period or such one year period (the Initial Period and any subsequent renewal periods, the “Term”).

3. Compensation.

3.1 Base Salary. Until termination of the Employee’s employment with the Company pursuant to this Agreement, the Company shall pay the Employee a base salary (“Base Salary”) of at least Nine Hundred Thirty Thousand Dollars ($930,000) per annum, which shall be payable to the Employee in regular installments in accordance with the Company’s general payroll policies and practices. The Board of Directors, or the Compensation Committee thereof (the “Committee”), shall review the Employee’s Base Salary annually during the period of employment hereunder and, in its sole discretion, may increase, but not decrease, such Base Salary from time to time.

3.2 2019 Performance-Based Criteria. The Employee’s outstanding performance stock units with performance periods covering the Company’s 2019 fiscal year beginning on July 29, 2018 and ending on August 3, 2019, including any multi-year awards, shall be adjusted to reflect the Company’s acquisition of SuperValu as determined by the Committee in its discretion.

annually by the Committee and shall not be less than one-hundred-twenty-five percent (125%) of the Employee’s Base Salary paid to the Employee during the applicable performance period. The amount of the annual equity grants the Employee shall be eligible to receive pursuant to the LTIP or a successor plan at target level of performance shall be established annually by the Committee and shall not be less than two-hundred-fifty percent (250%) of the Employee’s Base Salary paid to the Employee during the applicable performance period. Nothing in this Agreement shall preclude the Company from amending or terminating any of the plans or programs applicable to salaried employees as long as such amendment or termination is applicable to all salaried employees.

otherwise provided in any such policy of recoupment, the amount to be recovered shall be equal to the excess of the amount paid out (on a pre-tax basis) over the amount that would have been paid out had such financial results or performance metrics been fairly stated at the time the payout was made. The payment shall be made in such manner and on such terms and conditions as may be required by the Company. If the Employee fails to return such compensation promptly, the Employee agrees that the amount of such compensation may be deducted from any and all other compensation owed to the Employee by the Company, to the extent permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable. The Employee acknowledges that the Company may engage in any legal or equitable action or proceeding in order to enforce the provisions of this Section 3.8. The provisions of this Section 3.8 shall be modified to the extent, and remain in effect for the period, required by applicable law, and shall be modified without consent of the Employee to become consistent with applicable law, including, without limitation, any rules or regulations adopted implementing the clawback or recoupment requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any policy of the Company adopted by its Board of Directors relating to recoupment or clawback of compensation, whether adopted before or after the date hereof. The Company shall be entitled, at its election, to set off against the amount of any such payment any amounts otherwise owed to the Employee by the Company.

4. Termination of Agreement.

4.2 Effect of Termination with Cause. If the Employee’s employment with the Company shall be terminated by the Company with Cause during the Term of this Agreement the Company shall pay in a cash lump sum within ten (10) days of the Termination Date to the Employee (i) the Base Salary earned through the Termination Date, (ii) accrued and unpaid vacation as of the Termination Date, (iii) reimbursement for any amounts due to the Employee pursuant to Section 3.6 and (iv) at such time as it would have been paid if the Employee had not been terminated, any cash incentive compensation earned as of the Termination Date in respect of the prior fiscal year which has not been paid as of the Termination Date (collectively such unpaid Base Salary, reimbursements, accrued vacation and earned incentive compensation, the “Accrued Amounts”), and the Company shall not have any further obligations to the Employee under this Agreement except those required to be provided by law. For purposes of this Agreement, “Cause” shall mean termination of the Employee’s employment with the Company due to (1) conviction of the Employee under applicable law of any felony or any misdemeanor involving moral turpitude, (2) unauthorized acts intended to result in the Employee’s personal enrichment at the material expense of the Company or its reputation, (3) any violation of the Employee’s duties or responsibilities to the Company which constitutes willful misconduct or dereliction of duty or (4) material breach of Sections 1.4 and 5.1 of this Agreement by the Employee, provided however, that in the case of circumstances described in this Section 4.2, the nature of the circumstances shall be set forth with reasonable particularity in a written notice to the Employee approved by a majority of the membership of the Board of Directors of the Company. The Employee shall have twenty (20) business days following delivery of such written notice to cure such alleged breach, provided that such breach is, in the reasonable discretion of the Board of Directors of the Company, susceptible to a cure and provided further that delivery of such written notice shall have been approved by a majority of the members of the Board of Directors of the Company.

4.3 Resignation by the Employee. If the Employee resigns without Good Reason the Company shall pay to the Employee the Accrued Amounts in a cash lump sum within ten (10) days of the Termination Date and the Company shall not have any further obligations to the Employee under this Agreement except those required to be provided by applicable law. For purposes of this Agreement, “Good Reason” shall mean without the Employee’s express written consent, the occurrence of any one or more of the following: (1) the assignment of the Employee to duties materially adversely inconsistent with his duties as of the date hereof; (2) a material reduction in the Employee’s title, executive authority or reporting status, including failure of the Company to appoint Employee as the Company’s Chief Executive Officer; (3) a relocation more than 50 miles from the Employee’s then current place of employment, which principle place of employment as of the date hereof shall include Providence, Rhode Island and Minneapolis, Minnesota; (4) a reduction by the Company in the Employee’s Base Salary, or a failure of the Company to pay or cause to be paid any compensation or benefits when due or under the terms of any plan established by the Company and failure to restore such Base Salary or make such payments within five (5) days of receipt of notice from the Employee, (5) failure to include the Employee in any new employee benefit plans proposed by the Company or a material reduction in the Employee’s level of participation in any benefit plans of the Company; provided that a Company-wide reduction or elimination of such plans shall not give rise to a “Good Reason” termination; (6) a material breach of this Agreement by the Company; or (7) the failure of the Company to obtain a satisfactory agreement from any successor to the Company with respect to the ownership of substantially all the stock or assets of the Company to assume and agree to perform the terms of this Agreement, provided that, in each case, (A) within sixty (60) days of the initial occurrence of the specified event the Employee has given the Company written notice giving the Company at least thirty (30) days to cure the Good Reason, (B) the Company has not cured the Good Reason within the (30) thirty day period and (C) the Employee resigns within ninety (90) days from the initial occurrence of the event giving rise to the Good Reason and provided further that the Employee’s compensation and benefits may be provided by the Company or SuperValu, as determined by the Company in its discretion.

4.4 Effect of Termination without Cause or Resignation for Good Reason.

(a) If the Employee’s employment with the Company is terminated by the Company without Cause or if the Employee resigns for Good Reason: (i) the Company shall pay to the Employee the Accrued Amounts in a cash lump sum within ten (10) days of the Termination Date; and (ii) so long as the Employee complies with Sections 4.4(b), 5.1 and 5.2 of this Agreement, the Company shall (A) pay to the Employee an amount equal to one (1) times (x) the greater of the Employee’s Base Salary as stated in Section 3.1, or the Employee’s Base Salary, as in effect on the Termination Date, and (y) the Employee’s annual cash incentive bonus at target levels of performance under the applicable annual cash incentive plan approved by the Committee for the fiscal year in which the Termination Date occurs, payable in pro rata installments over a period of two years following the Termination Date (the “Severance Payment Period”), commencing on the first payroll period (the “Initial Payment”) occurring on or after the 60th day (but no later than the earlier of March 15th of the calendar year, or the 90th day) following the Termination Date (the “Severance Delay Period”), (B) pay to the Employee a pro rata annual cash incentive bonus based on the number of full calendar months elapsed in the fiscal year of termination and the Company’s actual performance for such fiscal year, paid at such time as it would have been paid if the Employee had not been terminated and (C) cause (I) stock options awarded to the Employee under any Equity Plan not previously exercisable and vested which would otherwise become exercisable by the next anniversary date following the Termination Date to become fully vested and exercisable and (II) restricted stock (including, for purposes of clarification, restricted stock units settled in shares of common stock) and performance-based vesting equity awards (including, for purposes of clarification, performance-based restricted stock units settled in shares of common stock) granted to Employee under any Equity Plan which is still subject to restrictions that would have otherwise vested or had restrictions thereon removed by the next anniversary date following the Termination Date to become

vested, payable and/or have any restrictions thereon removed, as the case may be, with respect to any performance-based vesting equity awards based on performance at the greater of target or actual levels of performance for the fiscal year in which the Employee’s employment is terminated, however, with respect to awards granted prior to the date of this Agreement, only if the Committee shall determine that any performance metric applicable to the award for purposes of the rules and regulations adopted under Section 162(m) of the Code (such metric, the “Performance Award Gateway Metric”) shall have been met with respect to such fiscal year, which performance-based vesting equity awards shall be paid or settled to the Employee upon the later to occur of (y) the third business day following the last day of the Severance Delay Period and (z) the third business day following the date the Committee determines that the applicable performance criteria has been achieved (such later date, the “Performance Award Severance Payment Date”). The Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of the Severance Payment Period and on the same terms and with the same frequency as the Employee’s Base Salary was paid prior to such termination. Payments pursuant to this Section 4.4 shall be in lieu of any other severance benefits that the Employee may be eligible to receive under the Company’s or any of the Company’s Affiliates’ benefit plans or programs. For the avoidance of doubt, settlement of any restricted stock units (including any performance units), the vesting of which is accelerated pursuant to this Section 4.4(a), shall occur upon vesting pursuant to this Section 4.4(a), subject to any previous legally binding deferral election regarding such units. In addition, if the Employee’s employment with the Company is terminated by the Company without Cause or if the Employee resigns for Good Reason, the Company will pay the Employee a lump sum amount equal to $35,000 (the “COBRA Amount”) that the Employee may use to procure group health plan coverage for himself and his eligible dependents or otherwise. If the Employee desires to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), it shall be the sole responsibility of the Employee (and/or other family members who are qualified beneficiaries, as described in the COBRA election notice, and who desire COBRA continuation coverage) to timely elect COBRA continuation coverage and timely make all applicable premium payments therefore. The Employee acknowledges that the COBRA Amount is taxable to the Employee and that the payment of the COBRA Amount shall only be made to the extent that the payment of the COBRA Amount would not result in any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010 as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) (collectively, such laws, the “PPACA”). Should the Company be unable to pay the COBRA Amount without triggering an excise tax under the PPACA, the Company and the Employee shall use reasonable efforts to provide a benefit to the Employee which represents the economic equivalent of the COBRA Amount and which does not result in an excise tax on the Company under the PPACA, which benefit shall be paid in a lump sum.

indemnification agreement with the Company or under any insurance policy providing directors’ and officers’ coverage for any lawsuit or claim relating to the period when the Employee was a director or officer of the Company or any Affiliated company.

(c) If the Employee’s employment with the Company is terminated by the Company without Cause or if the Employee resigns for Good Reason, and such termination or resignation takes place on or within two (2) years after the Change in Control Date, then, in lieu of the compensation and benefits set forth in Section 4.4(a) hereof, and subject to any limitation imposed under applicable law and Sections 4.4(b) and 4.4(e) of this Agreement, so long as the Employee complies with Sections 4.4(b), 5.1 and 5.2 of this Agreement, (i) the Company shall pay to the Employee the Accrued Amounts in a cash lump sum within ten (10) days of the Termination Date; (ii) the Company shall pay to the Employee a lump sum payment equal to (x) 2.5 times the greater of the Employee’s Base Salary as stated in Section 3.1 or the Employee’s Base Salary as in effect on the Termination Date, plus (y) an amount equal to 2.5 times the Employee’s annual cash incentive payment payable to the Employee based on performance at target levels of performance for the fiscal year in which the Employee’s employment is terminated, which shall be paid within sixty (60) days of such termination or resignation; (iii) the Company shall pay to the Employee a pro rata annual cash incentive bonus based on the number of full calendar months elapsed in the fiscal year of termination and actual performance for such fiscal year, which shall be paid at such time as it would have been paid if the Employee had not been terminated, and (iv) any and all unvested and unexercised stock options, restricted stock, restricted stock units and performance-based vesting equity awards awarded to the Employee under any Equity Plan as of the Termination Date shall be treated in accordance with the applicable award agreement evidencing such equity-based awards and any applicable election forms related thereto, which such award agreements (including existing and any future equity-based award agreements, and notwithstanding any shorter period of time set forth in existing award agreements) shall provide, at a minimum, that such awards will become fully vested and exercisable as of the Termination Date following a Change in Control (with all performance-based criteria deemed met at target levels of performance) in the event that the Employee’s employment during the Term is terminated by the Company without Cause or if the Employee resigns for Good Reason and such termination takes place on or within two years after the Change in Control Date. In addition, if the Employee’s employment with the Company is terminated by the Company without Cause or if the Employee resigns for Good Reason, and such termination or resignation takes place on or within two (2) years after the Change in Control Date, then, in lieu of the COBRA Amount, and subject to any limitation imposed under applicable law and Sections 4.4(b) and 4.4(e) of this Agreement, the Company will pay the Employee a lump sum amount equal to $105,000 (the “Change in Control COBRA Amount”) that the Employee may use to procure group health plan coverage for himself and his eligible dependents or otherwise. If the Employee desires to elect COBRA continuation coverage, it shall be the sole responsibility of the Employee (and/or other family members who are qualified beneficiaries, as described in the COBRA election notice, and who desire COBRA continuation coverage) to timely elect COBRA continuation coverage and timely make all applicable premium payments therefore. The Employee acknowledges that the Change in Control COBRA Amount is taxable to the Employee and that the payment of the Change in Control COBRA Amount shall only be made to the extent that the payment of the Change in Control COBRA Amount would not result in any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the PPACA. Should the Company be unable to pay the Change in Control COBRA Amount without triggering an excise tax under the PPACA, the Company and the Employee shall use reasonable efforts to provide a benefit to the Employee which represents the economic equivalent of the Change in Control COBRA Amount and which does not result in an excise tax on the Company under the PPACA, which benefit shall be paid in a lump sum.

(d) The following terms shall have the following definitions:

(i) The term “Change in Control” means the happening of any of the following:

“Accountants”), whose determination will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4.4(e), the Accountants (i) may make reasonable assumptions and approximations concerning applicable taxes, (ii) may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and (iii) shall take into account a “reasonable compensation” (within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code) analysis of the value of services provided or to be provided by the Employee, including any agreement by the Employee (if applicable) to refrain from performing services pursuant to a covenant not to compete or similar covenant applicable to the Employee that may then be in effect (including, without limitation, those contemplated by Section 5.1 of this Agreement). The Company and the Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. To the extent such aggregate parachute payment amounts are required to be so reduced, the parachute payment amounts due to the Employee (but no non-parachute payment amounts) shall be reduced in the following order: (i) the parachute payments that are payable in cash shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity, valued at full value (rather than accelerated value) (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall be reduced in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time; and (iii) all other non-cash benefits not otherwise described in clause (ii) of this Section 4.4(e) reduced last. In applying these principles, any reduction or elimination of the Payments shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

4.5 Section 409A.

Company rather than as a single lump sum and the remainder shall be paid as a lump sum in accordance with the requirements of Section 4.4(c) and this Section 4.5.

(d) Notwithstanding any other provision herein to the contrary, to the extent that any reimbursement (including expense reimbursements), fringe benefit or other, similar plan or arrangement in which the Employee participates during the Term or thereafter provides for a “deferral of compensation” within the meaning of Section 409A and the Treasury Regulations promulgated thereunder, then such reimbursements shall be made in accordance with Treasury Regulations 1.409A-3(i)(1)(iv) including; (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit may not be subject to liquidation or exchange for another benefit.

5. Non-Competition, Non-Solicitation, Confidentiality and Non-Disclosure.

5.2 Confidential Information; Ownership of Intellectual Property.

to the extent ownership of any such rights does not automatically vest in the Company under applicable law, and (ii) waives any moral rights therein to the fullest extent permitted under applicable law. The Employee agrees not to use any Company Works for the Employee’s personal benefit, the benefit of a competitor, or for the benefit of any person or entity other than the Company or its Affiliates. The Employee agrees to execute any further documents and take any further reasonable actions requested by the Company to assist it in validating, effectuating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of its rights hereunder, all at the Company’s sole expense.

(c) Assignment of Inventions. The Employee will and hereby does assign and transfer to the Company the Employee’s entire right, title and interest in and to all Inventions (defined to mean inventions, ideas, improvements, discoveries, trade secrets, processes, data, programs, knowledge, know-how, designs, techniques, formulas, test data, computer code, other works of authorship and designs whether or not patentable, copyrightable or otherwise protected by law, and whether or not reduced to practice, made, learned or conceived of or prepared by the Employee, either alone or jointly with others) during the period of the Employee’s employment with the Company which relate in any manner at the time of conception or reduction to practice to the business of the Company or actual or demonstrably anticipated research or development by the Company, or result from or are suggested by any task assigned to the Employee or any work performed by the Employee for or on behalf of the Company, or invented using Company materials, information, or any of the Company’s customers’ materials or information. The Employee agrees that all such Inventions shall be the sole and exclusive property of the Company and its assigns, and the Company and its assigns shall be the sole owners of all Inventions and any and all patents, copyrights and other proprietary rights related thereto. If the Employee has any right or rights to Inventions that cannot be assigned to the Company or waived by the Employee, the Employee unconditionally grants to the Company during the term of such rights, a non-exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicenses, to use, reproduce, publish, create derivative works of, market, advertise, distribute, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions.

and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5.1 and 5.2, and that in the event of a breach or threatened breach of Sections 5.1 or 5.2, the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5.1 or 5.2. The terms of this Section 5.3 shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in Sections 5.1 and 5.2.

If to the Company, to:

United Natural Foods, Inc.
313 Iron Horse Way
Providence, Rhode Island 02908
Attention: Board of Directors
Fax No.: (401) 278-1896

with a copy to:

United Natural Foods, Inc.
313 Iron Horse Way
Providence, Rhode Island 02908
Attention: Jill E. Sutton, General Counsel and Corporate Secretary

If to the Employee, to:

To his address on record with the Company

with a copy to:

Sullivan & Cromwell, LLP
125 Broad Street
New York, NY 10004
Attention: Marc Trevino
Fax No.: (212) 291-9157

9. Entire Agreement; Amendment. This Agreement contains the entire agreement of the parties relating to the subject matter herein and supersedes in full and in all respects any prior oral or written agreement, arrangement or understanding between the parties with respect to the Employee’s employment with the Company, including without limitation, the Amended and Restated Change in Control Agreement by and between the Company and the Employee, effective as of December 16, 2016, and the Amended and Restated Severance Agreement by and between the Company and the Employee, effective as of December 16, 2016. This Agreement may not be amended or changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

15. Headings. The sections, subjects and headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

[signature page to follow]

IN WITNESS WHEREOF, the parties have hereto executed this Agreement as of the day and year first written above.

EMPLOYEE:

/s/ Sean F. Griffin

Sean F. Griffin

Address and Facsimile Number for Notice:

313 Iron Horse Way
Providence, RI
02908
Fax No.:

COMPANY:

UNITED NATURAL FOODS, INC.

By:	/s/ Jill E. Sutton
	Name:	Jill E. Sutton
	Title:	Chief Legal Officer, General Counsel

[Signature Page to Employment Agreement]

Exhibit 10.3

SECOND AMENDED AND RESTATED SEVERANCE AGREEMENT

THIS SECOND AMENDED AND RESTATED SEVERANCE AGREEMENT (“Agreement”) is effective as of [·] (the “Effective Date”) and is made by and between United Natural Foods, Inc., a Delaware corporation (the “Company”), and (“Employee”). This Agreement amends and restates in its entirety that certain Amended and Restated Severance Agreement by and between the Company and the Employee dated as of [·] (the “Original Agreement”). From and after the date hereof, the Original Agreement shall be terminated and of no further force and effect.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including without limitation the Employee’s willingness to continue his or her employment with the Company and the other obligations of the parties hereunder, the parties hereby agree as follows:

1. Defined Terms. The following terms shall have the following definitions:

(a) the term “Affiliate” shall mean any corporation which is a subsidiary of the Company within the definition of “subsidiary corporation” under Section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”).

(b) the term “Cause” shall mean the termination of the Employee’s employment with the Company or any Affiliate due to (i) conviction of Employee under applicable law of (A) any felony or (B) any misdemeanor involving moral turpitude, (ii) unauthorized acts intended to result in Employee’s personal enrichment at the material expense of the Company or its reputation, or (iii) any violation of Employee’s duties or responsibilities to the Company which constitutes willful misconduct or dereliction of duty, or (iv) material breach of Sections 5(a) and (b) of this Agreement; provided however, that in the case of circumstances described in this definition, the nature of the circumstances shall be set forth with reasonable particularity in a written notice to the Employee approved by a majority of the membership of the Board of Directors of the Company, and the Employee shall have twenty (20) business days following delivery of such written notice to cure such alleged breach, provided that such breach is, in the reasonable discretion of the Board of Directors of the Company, susceptible to a cure and provided further that delivery of such written notice shall have been approved by a majority of the members of the Board of Directors of the Company.

(c) the term “Disability” shall have the meaning set forth in the then current Company-sponsored disability plan applicable to the Employee (the “Benefit Plan”), and no Disability shall be deemed to occur under the Benefit Plan until the Employee meets all applicable requirements to receive benefits under the long term disability provisions of such Benefit Plan; provided, however, in the event that the Benefit Plan does not provide long term disability insurance benefits then the Employee’s employment hereunder cannot be terminated for Disability and any termination of the Employee during such a period shall constitute a termination by the Company without Cause.

(d) the term “Good Reason” shall mean, without the Employee’s express written consent, the occurrence of any one or more of the following: (i) the assignment of Employee to duties materially

adversely inconsistent with the Employee’s duties as of the date hereof, and failure to rescind such assignment within thirty (30) days of receipt of notice from the Employee; (ii) a material reduction in the Employee’s title, executive authority or reporting status; (iii) the Company’s requirement that the Employee relocate more than fifty (50) miles from Employee’s then current place of employment; (iv) a reduction by the Company in the Employee’s base salary, or the failure of the Company to pay or cause to be paid any compensation or benefits hereunder when due or under the terms of any plan established by the Company, and failure to restore such base salary or make such payments within five (5) days of receipt of notice from the Employee; (v) failure to include the Employee in any new employee benefit plans proposed by the Company or a material reduction in the Employee’s level of participation in any benefit plans of the Company; provided that a Company-wide reduction or elimination of such plans shall not give rise to a “Good Reason” termination; or (vi) the failure of the Company to obtain a satisfactory agreement from any successor to the Company with respect to the ownership of substantially all the stock or assets of the Company to assume and agree to perform this Agreement; provided that, in each case, (A) within sixty (60) days of the initial occurrence of the specified event the Employee has given the Company written notice giving the Company at least thirty (30) days to cure the Good Reason, (B) the Company has not cured the Good Reason within the (30) thirty day period and (C) the Employee resigns within ninety (90) days from the initial occurrence of the event giving rise to the Good Reason.

2. Severance Benefit. If the Employee’s employment is terminated by the Company without Cause or the Employee resigns for Good Reason, then, subject to any limitation imposed under applicable law and subject to the conditions set forth in Section 6 below, and in addition to the payment of any unpaid base salary and accrued and unpaid vacation as of the date of such termination or resignation, the Company shall continue Employee’s base salary in effect as of the date of such termination or resignation for a period of one (1) year, subject to applicable withholding and deductions. If the Employee’s employment is terminated by the Company without Cause or the Employee resigns for Good Reason, the Company shall also pay the Employee, on or after the expiration of the Severance Delay Period (as defined in Section 6 below), a lump sum amount equal to $35,000 (the “COBRA Amount”) that the Employee may use to procure group health plan coverage for the Employee and his or her eligible dependents or otherwise. If the Employee desires to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), it shall be the sole responsibility of the Employee (and/or other family members who are qualified beneficiaries, as described in the COBRA election notice, and who desire COBRA continuation coverage) to timely elect COBRA continuation coverage and timely make all applicable premium payments therefore. The Employee acknowledges that the COBRA Amount is taxable to the Employee and that the payment of the COBRA Amount shall only be made to the extent that the payment of the COBRA Amount would not result in any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) (collectively, such laws, the “PPACA”). Should the Company be unable to pay the COBRA Amount without triggering an excise tax under the PPACA, the Company and the Employee shall use reasonable efforts to provide a benefit to the Employee which represents the economic equivalent of the COBRA Amount and which does not result in an excise tax on the Company under the PPACA, which benefit shall be paid in a lump sum.

3. No Other Obligations. In the event of termination for Cause, death or Disability, or resignation for other than Good Reason, the Company shall be under no obligation to make any payments to Employee under this Agreement other than to provide payment of any unpaid base salary and accrued and unpaid vacation as of the date of such termination or resignation; provided, however, that with respect to a termination for Cause, the Company may withhold any compensation due to Employee as a partial offset against any damages suffered by the Company as a result of Employee’s actions. In addition, regardless of the reason for termination of employment, the Employee agrees, upon demand by the Company, to return promptly to the Company any compensation or other benefits paid, or targeted to be paid, to the Employee under the circumstances set forth in Section 7 below.

4. Other Benefits. The availability, if any, of any other benefits shall be governed by the terms and conditions of the plans and/or agreements under which such benefits are granted. The benefits granted under this Agreement are in addition to, and not in limitation of, any other benefits granted to Employee under any policy, plan and/or agreement; provided, however, if severance is available under any agreement providing payments for severance to the Employee in connection with a change in control of the company, the terms of the change in control agreement shall control.

5. Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 5, “Company” shall include the Company and its subsidiaries and Affiliates):

(a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is (i) generally available in the industry or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement prohibits Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation. Employee does not need the prior authorization of the Company to make any such reports or disclosures, and Employee is not required to notify the Company that Employee has made such reports or disclosure.

Employee acknowledges and agrees that the Company has provided Employee with written notice below that the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), provides an immunity for the disclosure of a trade secret to report suspected violations of law and/or in an anti-retaliation lawsuit, as follows:

(1)IMMUNITY. — An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that —

(A) is made —

(i) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney; and

(ii) solely for the purpose of reporting or investigating a suspected violation of law; or

(B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(2) USE OF TRADE SECRET INFORMATION IN ANTI-RETALIATION LAWSUIT.—An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—

(A) files any document containing the trade secret under seal; and

(B) does not disclose the trade secret, except pursuant to court order.

(b) Except with the prior written consent of the Company’s Board of Directors, during the term of employment, and for a period of one year following termination of such employment for any reason or payment of any compensation, whichever occurs last (the “Restricted Period”), Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with any company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: KeHe Distributors, LLC, DPI Specialty Foods, Lopari Foods, C&S Wholesale Grocers, Inc., Sysco Corporation, Performance Food Group Company and US Foods Holding Corp (or any subsidiary or Affiliated entity of the foregoing companies) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during the Restricted Period, Employee shall not solicit or otherwise act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company.

after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties.

(d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries.

(e) During the Restricted Period, upon reasonable request of the Company, the Employee shall cooperate in any internal or external investigation, litigation or any dispute relating to any matter in which he or she was involved during his or her employment with the Company; provided, however, that the Employee shall not be obligated to spend time and/or travel in connection with such cooperation to the extent that it would unreasonably interfere with the Employee’s other commitments and obligations. The Company shall reimburse the Employee for all expenses the Employee reasonably incurs in so cooperating.

(f) Before accepting employment with any other person, organization or entity while employed by the Company and during the Restricted Period, the Employee will inform such person, organization or entity of the restrictions contained in this Section 5. The Employee further consents to notification by the Company to Employee’s subsequent employer or other third party of Employee’s obligations under this Agreement.

(g) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5(a) and (b), and that in the event of a breach or threatened breach of Sections 5(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5(a) and (b). The terms of this Section 5(g) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in Sections 5(a) and (b).

(h) Except with respect to any shorter term as expressly provided herein, this Section 5 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

6. Release. All payments and benefits under this Agreement are conditioned on the Employee’s executing and not revoking a release of claims against the Company, which release must be executed, not be revoked and have become irrevocable within sixty (60) days of the Employee’s termination or resignation (the “Severance Delay Period”). Such release shall be in the form provided in Exhibit A hereto, with such modifications as the Company may determine to be reasonably necessary in its discretion to account for legal requirements applicable to it from time to time. The Employee shall not be required to release: (i) any rights the Employee has under this Agreement; (ii) any rights that Employee has pursuant to any plan, program or agreement subject to the Employee Retirement Security Act of 1974, as amended (“ERISA”); (iii) any rights pursuant to any incentive or compensation plans of the Company or its Affiliates, any equity plan maintained by the Company or any rights pursuant to any award agreements issued pursuant to any incentive or compensation plan of the Company or its Affiliates or any equity plan maintained by the Company; (iv) any rights the Employee and his or her beneficiaries may have to continued medical coverage under the continuation coverage provisions of the Code, ERISA or applicable state law; (v) any rights the Employee may have to indemnification under state or other law or the Certificate of Incorporation or by-laws of the Company and its affiliated companies, under any indemnification agreement with the Company or under any insurance policy providing directors’ and officers’ coverage for any lawsuit or claim relating to the period when the Employee was a director or officer of the Company or any affiliated company; or (vi) any rights to make disclosures permitted under Section 5(a) above.

compensation owed to the Employee by the Company, to the extent permitted by Section 409A of the Code, if applicable. The Employee acknowledges that the Company may engage in any legal or equitable action or proceeding in order to enforce the provisions of this Section 7. The provisions of this Section 7 shall be modified to the extent, and remain in effect for the period, required by applicable law, and shall be modified without consent of the Employee to become consistent with any applicable law, including, without limitation, any rules or regulations adopted implementing the clawback or recoupment requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any policy of the Company adopted by its Board of Directors relative to recoupment or clawback of compensation, whether adopted before or after the date hereof. The Company shall be entitled, at its election, to set off against the amount of any such payment any amounts otherwise owed to the Employee by the Company.

8. Term. This Agreement shall expire on the third anniversary the Effective Date, unless it is renewed by mutual agreement in writing. If this Agreement expires without renewal prior to any termination of the Employee’s employment with the Company and prior to the Employee having given any notice of prospective termination of employment for Good Reason, then this Agreement shall be of no further effect, and no benefits shall be payable hereunder. The expiration of the term of this Agreement shall not affect the validity of its provisions with respect to any claim for compensation that has accrued prior to the expiration date.

9. Miscellaneous. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with law continue in force and effect. This Agreement has been executed and delivered in the State of Rhode Island, and its validity, interpretation, performance, and enforcement shall be governed by the laws of said State. This Agreement contains the entire understanding between the parties hereto and supersedes any and all prior agreements, oral or written, on the subject matter hereof between the Company and Employee, but it is not intended to, and does not, limit any prior, present or future obligations of the Employee with respect to confidentiality, ownership of intellectual property and/or non-competition which are greater than those set forth herein. This Agreement shall be binding upon any successor or assign of the Company.

10. Section 409A.

any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of the Employee’s death. Any payments delayed pursuant to this Section 10 (a) shall be made in a lump sum on the first day of the seventh month following the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of the Employee’s death.

(d) Notwithstanding any other provision herein to the contrary, to the extent that any reimbursement (including expense reimbursements), fringe benefit or other, similar plan or arrangement in which the Employee participates during the Employee’s employment with the Company or thereafter provides for a “deferral of compensation” within the meaning of Section 409A and the Treasury Regulations promulgated thereunder, then such reimbursements shall be made in accordance with Treasury Regulations 1.409A-3(i)(1)(iv) including; (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit may not be subject to liquidation or exchange for another benefit.

Employee hereby agrees and acknowledges that the Company does not make any representations with respect to the application of Section 409A to any tax, economic or legal consequences of any payments payable to the Employee hereunder. Further, by the acceptance of this Agreement, the Employee acknowledges that (i) the Employee has obtained independent tax advice regarding the application of Section 409A to the payments due to the Employee hereunder, (ii) the Employee retains full responsibility for the potential application of Section 409A to the tax and legal consequences of payments payable to the Employee hereunder and (iii) the Company shall not indemnify or otherwise compensate the Employee for any violation of Section 409A that may occur in connection with this Agreement. The parties agree to cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Section 409A of the Code.

(Next Page is Signature Page)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, intending the Agreement to become binding and effective as of the date and year first written above.

	UNITED NATURAL FOODS, INC.

	By:



	Title:


	By:



	Title:


	EMPLOYEE

	By:

[Second] Amended and Restated Severance Agreement

EXHIBIT A

FORM OF WAIVER AND RELEASE AGREEMENT

In consideration for the benefits to be provided to me under the terms of the [Second] Amended and Restated Severance Agreement by and between United Natural Foods, Inc. (the “Company”) and me, effective , , 20 (the “Agreement”), I hereby acknowledge, understand and agree under this Waiver and Release Agreement (the “Release”) to the following:

1. General Release. In consideration of the foregoing, including, without limitation, payment to me of the determined amounts under the Agreement, I unconditionally release the Company and all of its partners, affiliates, parents, predecessors, successors and assigns, and their respective officers, directors, trustees, employees, agents, administrators, representatives, attorneys, insurers or fiduciaries, past, present or future (collectively, the “Released Parties”) from any and all administrative claims, actions, suits, debts, demands, damages, claims, judgments, or liabilities of any nature, including costs and attorneys’ fees, whether known or unknown, including, but not limited to, all claims arising out of my employment with or separation from the Company and (by way of example only) any claims for bonus, severance, or other benefits apart from the benefits set forth in the Agreement; claims for breach of contract, wrongful discharge, tort claims (e.g., infliction of emotional distress, defamation, negligence, privacy, fraud, misrepresentation); claims under federal, state and local wage and hour laws and wage payment laws; claims for reimbursements; claims for commissions; or claims under the following, in each case, as amended: 1) Title VII of the Civil Rights Act of 1964 (race, color, religion, sex and national origin discrimination); 2) 42 U.S.C. § 1981 (discrimination); 3) the Equal Pay Act of 1963, 29 U.S.C. § 206(d) (1) (equal pay); 4) Executive Order 11246 (race, color, religion, sex and national origin discrimination); 5) Age Discrimination in Employment Act and Executive Order 11,141 (age discrimination); (6) the Americans with Disabilities Act of 1990 (“ADA”), 42 U.S.C. § 12101, et seq.; 7) the Family and Medical Leave Act; 8) the Immigration Reform and Control Act; 9) the Sarbanes-Oxley Act; 10) the Dodd-Frank Wall Street and Consumer Protection Act; 11) the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; 12) the Vietnam Era Veterans Readjustment Assistance Act; 13) §§ 503-504 of the Rehabilitation Act of 1973 (handicap discrimination); and 14) [applicable state employment laws] and all other state, federal, or local laws, statutes, regulations, common laws or claims at equity, relating to conduct or events occurring prior to the date of this Release.

2. General Release Exclusions. This Release shall not extend to or include the following: (a) any rights or obligations under applicable law which cannot be waived or released pursuant to an agreement, such as the right to file a charge with or participate in an investigation by a government agency such as the Equal Employment Opportunity Commission (although I waive any right to monetary recovery should any agency pursue any claims on my behalf, except that I may receive money properly awarded by the U.S. Securities and Exchange Commission as a securities whistleblower incentive); (b) any rights or claims that arise after the date of this Release; (c) any rights I have under this Agreement; (d) any rights I have pursuant to any plan, program or agreement subject to the Employee Retirement Security Act of 1974, as amended (“ERISA”); (e) any rights pursuant to any incentive or compensation plans of the Company or its affiliates, any equity plan maintained by the Company or any rights pursuant to any

award agreements issued pursuant to any incentive or compensation plan of the Company or any equity plan maintained by the Company; (f) any rights I or my beneficiaries may have to continued medical coverage under the continuation coverage provisions of the Code, ERISA or applicable state law; (v) any rights I may have to indemnification under state or other law or the Certificate of Incorporation or by-laws of the Company and its affiliated companies, under any indemnification agreement with the Company or under any insurance policy providing directors’ and officers’ coverage for any lawsuit or claim relating to the period when I was a director or officer of the Company or any affiliated company; or (vi) any rights to make disclosures permitted under Section 5(a) of the Agreement. I represent and warrant that, as of the Effective Date (as defined below) of this Release, I have not assigned or transferred any claims of any nature that I would otherwise have against the Company, its successors or assigns. I further agree to waive my rights under any other statute or regulation, state or federal, which provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known to him must have materially affected his settlement with the debtor.

3. Intent of Release; Covenant Not to Sue. I intend this Release to be binding on my successors, and I specifically agree not to file or continue any claim in respect of matters covered by this Release. I further agree never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to my employment with or my termination of employment from the Company and/or any other occurrences to the date of this Release, other than a claim challenging the validity of this Release under the ADEA.

4. Whistleblowing. I agree that (i) no one interfered with my ability to report within the Company possible violations of any law, and (ii) it was the Company’s policy throughout my period of employment to encourage such reporting.

5. Acknowledgments. I further acknowledge and agree that:

(A) My waiver of rights under this Release is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”);

(B) I understand the terms of this Release;

(C) The consideration offered by the Company under the Agreement in exchange for the signing of this Release represents consideration over and above that to which I would otherwise be entitled, and that the consideration would not have been provided had I not agreed to sign this Release and do not sign this Release;

(D) The Company is hereby advising me in writing to consult with an attorney prior to executing this Release;

(E) The Company is giving me a period of twenty-one (21) days within which to consider this Release;

(F) Following my execution of this Release, I have seven (7) days in which to revoke this Release by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective;

(G) This entire Release shall be void and of no force and effect if I choose to so revoke, and if I choose not to so revoke this Release shall then become effective and enforceable.

This Section does not waive rights or claims that may arise under the ADEA after the date I sign this Release. To the extent barred by the OWBPA, the covenant not to sue contained in Section 3 does not apply to claims under the ADEA that challenge the validity of this Release.

To revoke this Release, I must send a written statement of revocation to:

United Natural Foods, Inc.

313 Iron Horse Way

Providence, Rhode Island 02908

Attn: General Counsel

The revocation must be received no later than 5:00 p.m. on the seventh day following my execution of this Release. If I do not revoke, the eighth day following my acceptance will be the “Effective Date” of this Release.

I acknowledge that I remain bound by, and reaffirm my intention to comply with, continuing obligations under any agreements between myself and the Company, as presently in effect, including, but not limited to, my post-employment obligations set forth in the Agreement.

BY SIGNING THIS RELEASE, I ACKNOWLEDGE THAT: I HAVE READ THIS RELEASE AND UNDERSTAND ITS TERMS; I HAVE HAD THE OPPORTUNITY TO REVIEW THIS RELEASE WITH LEGAL OR OTHER PERSONAL ADVISORS OF MY OWN CHOICE; I UNDERSTAND THAT BY SIGNING THIS RELEASE I AM RELEASING THE RELEASED PARTIES OF ALL CLAIMS AGAINST THEM; I HAVE BEEN GIVEN TWENTY-ONE DAYS TO CONSIDER THE TERMS AND EFFECT OF THIS RELEASE AND I VOLUNTARILY AGREE TO ITS TERMS.

SIGNED this day of , 20 .

Exhibit 10.4

SECOND AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

THIS SECOND AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (“Agreement”) is effective as of [·], and is made by and between United Natural Foods, Inc., a Delaware corporation (the “Company”), and (“Employee”). This Agreement amends and restates in its entirety that certain Amended and Restated Change in Control Agreement by and between the Company and the Employee dated as of [·] (the “Original Agreement”). From and after the date hereof, the Original Agreement shall be terminated and of no further force and effect.

1. Defined Terms. The following terms shall have the following definitions:

(a) the term “Act” shall mean the Securities Exchange Act of 1934, as amended to date.

(b) the term “Affiliate” shall mean any corporation which is a subsidiary of the Company within the definition of “subsidiary corporation” under Section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”).

(c) the term “Cause” shall mean the termination of the Employee’s employment with the Company or any Affiliate due to (i) conviction of Employee under applicable law of (A) any felony or (B) any misdemeanor involving moral turpitude, (ii) unauthorized acts intended to result in Employee’s personal enrichment at the material expense of the Company or its reputation, or (iii) any violation of Employee’s duties or responsibilities to the Company which constitutes willful misconduct or dereliction of duty, or (iv) material breach of Sections 4(a) and (b) of this Agreement; provided however, that in the case of circumstances described in this definition, the nature of the circumstances shall be set forth with reasonable particularity in a written notice to the Employee approved by a majority of the membership of the Board of Directors of the Company, and the Employee shall have twenty (20) business days following delivery of such written notice to cure such alleged breach, provided that such breach is, in the reasonable discretion of the Board of Directors of the Company, susceptible to a cure and provided further that delivery of such written notice shall have been approved by a majority of the members of the Board of Directors of the Company.

(d) the term “Change in Control” means the happening of any of the following:

(i) any “person”, including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Act, but excluding the Company, any of its Affiliates, or any employee benefit plan of the Company or any of its Affiliates) is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities;

(ii) the stockholders of the Company shall approve a definitive agreement and a transaction is consummated (1) for the merger or other business combination of the Company with or into another corporation if (A) a majority of the directors of the surviving corporation

were not directors of the Company immediately prior to the effective date of such merger or (B) the stockholders of the Company immediately prior to the effective date of such merger own less than 60% of the combined voting power in the then outstanding securities in such surviving corporation or (2) for the sale or other disposition of all or substantially all of the assets of the Company; or

(iii) the purchase of 30% or more of the combined voting power of the Company’s then outstanding securities pursuant to any tender or exchange offer made by any “person”, including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Act), other than the Company, any of its Affiliates, or any employee benefit plan of the Company or any of its Affiliates.

(e) the term “Change in Control Date” means the date on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs, and if the Employee’s employment with the Company is terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Employee that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then for all purposes of this Agreement, the “Change of Control Date” shall mean the date immediately prior to the date of such termination of employment.

(f) the term “Disability” shall have the meaning set forth in the then current Company-sponsored disability plan applicable to the Employee (the “Benefit Plan”), and no Disability shall be deemed to occur under the Benefit Plan until the Employee meets all applicable requirements to receive benefits under the long term disability provisions of such Benefit Plan; provided, however, in the event that the Benefit Plan does not provide long term disability insurance benefits then the Employee’s employment hereunder cannot be terminated for Disability and any termination of the Employee during such a period shall constitute a termination by the Company without Cause.

(g) the term “Equity Plan” shall mean the Company’s 2002 Stock Incentive Plan, as amended from time to time and any other current or future plan, program or arrangement of the Company or its Affiliates pursuant to which stock options, restricted stock or other equity awards are made, including, but not limited to, the Company’s 2004 Equity Incentive Plan and the Company’s 2012 Equity Incentive Plan and the Company’s Amended and Restated 2012 Equity Incentive Plan.

(h) the term “Good Reason” shall mean, without the Employee’s express written consent, the occurrence of any one or more of the following: (i) the assignment of Employee to duties materially adversely inconsistent with the Employee’s duties as of the date hereof, and failure to rescind such assignment within thirty (30) days of receipt of notice from the Employee; (ii) a material reduction in the Employee’s title, executive authority or reporting status; (iii) the Company’s requirement that the Employee relocate more than fifty (50) miles from the Employee’s then current place of employment; (iv) a reduction by the Company in the Employee’s base salary, or the failure of the Company to pay or cause to be paid any compensation or benefits hereunder when due or under the terms of any plan established by the Company, and failure to restore such base salary or make such payments within five (5) days of receipt of notice from the Employee; (v) failure to include the Employee in any new employee benefit plans proposed by the Company or a material reduction in the Employee’s level of participation in any

benefit plans of the Company; provided that a Company-wide reduction or elimination of such plans shall not give rise to a “Good Reason” termination; or (vi) the failure of the Company to obtain a satisfactory agreement from any successor to the Company with respect to the ownership of substantially all the stock or assets of the Company to assume and agree to perform this Agreement; provided that, in each case, (A) within sixty (60) days of the initial occurrence of the specified event the Employee has given the Company written notice giving the Company at least thirty (30) days to cure the Good Reason, (B) the Company has not cured the Good Reason within the (30) thirty day period and (C) the Employee resigns within ninety (90) days from the initial occurrence of the event giving rise to the Good Reason.

2. Change in Control Benefits.

(a) If the Employee’s employment is terminated by the Company without Cause or, if the Employee resigns for Good Reason, and such termination or resignation takes place on or within two (2) years after the Change in Control Date, then, subject to any limitation imposed under applicable law and Sections 2(c) and 5 of this Agreement, so long as the Employee complies with his or her obligations pursuant to Sections 4(a) and (b) of this Agreement, the Company shall pay to the Employee:

(i) in a cash lump sum payment within ten (10) days of the date that the Employee’s employment is terminated (the “Termination Date”) the Employee’s (A) unpaid base salary earned through the Termination Date and (B) accrued and unpaid vacation as of the Termination Date;

(ii) in a cash lump sum payment at such time as it would have been paid if the Employee had not been terminated, any cash incentive compensation earned as of the Termination Date in respect of the prior fiscal year which has not been paid as of the Termination Date (collectively such unpaid base salary, accrued vacation and earned incentive compensation, the “Accrued Amounts”);

(iii) in a cash lump sum payment an amount equal to (A) [·](1) times the Employee’s base salary as in effect on the Termination Date; plus (B) an amount equal to [·](1) times the Employee’s annual cash incentive payment payable to the Employee based on performance at target levels of performance for the fiscal year in which the Employee’s employment is terminated, which payments pursuant to (iii)(A) and (iii)(B) shall be paid to the Employee on the first payroll period occurring on or after the expiration of the Severance Delay Period (as defined in Section 5 below); and

(iv) a pro rata annual cash incentive bonus based on the number of full calendar months elapsed in the fiscal year of termination and actual performance for such fiscal year, which amount shall be paid at such time as it would have been paid if the Employee had not been terminated.

In addition, if the Employee’s employment is terminated by the Company without Cause or if the Employee resigns for Good Reason, and such termination or resignation takes place on or within two (2) years after the Change in Control Date, then, subject to any limitations imposed under applicable law and Sections 2(c) and 5 of this Agreement (A) any and all unvested and unexercised stock options held by the

(1) The multiple is 2.5 for the CFO and 2.0 for all other named executive officers and executive officers, who are all covered by CIC Agreements.

Employee as of the Change in Control Date shall become fully vested and exercisable as of the Change in Control Date, (B) all restrictions shall lapse on, and Employee shall become fully vested in all rights to, restricted stock, restricted stock units and performance shares or units (at target level of performance unless a greater or lesser level of performance is provided for in the award agreement evidencing the award of such performance shares or units) granted to Employee under any Equity Plan as of the Change in Control Date, and (C) the Company shall pay the Employee, on first payroll period occurring on or after the expiration of the Severance Delay Period, a lump sum amount equal to $105,000 (the “Change in Control COBRA Amount”) that the Employee may use to procure group health plan coverage for the Employee and his or her eligible dependents or otherwise. If the Employee desires to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), it shall be the sole responsibility of the Employee (and/or other family members who are qualified beneficiaries, as described in the COBRA election notice, and who desire COBRA continuation coverage) to timely elect COBRA continuation coverage and timely make all applicable premium payments therefore. The Employee acknowledges that the Change in Control COBRA Amount is taxable to the Employee and that the payment of the Change in Control COBRA Amount shall only be made to the extent that the payment of the Change in Control COBRA Amount would not result in any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) (collectively, such laws, the “PPACA”). Should the Company be unable to pay the Change in Control COBRA Amount without triggering an excise tax under the PPACA, the Company and the Employee shall use reasonable efforts to provide a benefit to the Employee which represents the economic equivalent of the Change in Control COBRA Amount and which does not result in an excise tax on the Company under the PPACA, which benefit shall be paid in a lump sum. Notwithstanding the foregoing, the vesting of equity awards under this Section 2(a) shall not alter any previously elected payment schedule made by the Employee under a valid deferral election form, which election form shall continue to govern the payment of such award.

(b) In the event of termination for Cause, death or Disability, or resignation for other than Good Reason, the Company shall be under no obligation other than to provide the Accrued Amounts; provided, however, that with respect to a termination for Cause, the Company may withhold any compensation due to Employee as a partial offset against any damages suffered by the Company as a result of Employee’s actions. In addition, regardless of the reason for termination of employment, the Employee agrees, upon demand by the Company, to return promptly to the Company any portion of the Accrued Amounts, or other benefits paid, or targeted to be paid, to the Employee under the circumstances set forth in Section 7 below.

(c) In the event any payments or benefits otherwise payable to the Employee, whether or not pursuant to this Agreement, (1) constitute “parachute payments” within the meaning of Section 280G of the Code, and (2) but for this Section 2(c), would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments

and benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 2(c) will be made in good faith by the Company, whose determination will be conclusive and binding upon the Employee and the Company for all purposes absent manifest error, and the Company shall provide the Employee with the data and analysis supporting such determination. For purposes of making the calculations required by this paragraph, the Company (i) may make reasonable assumptions and approximations concerning applicable taxes, (ii) may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and (iii) shall take into account a “reasonable compensation” (within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code) analysis of the value of services provided or to be provided by the Employee, including any agreement by the Employee (if applicable) to refrain from performing services pursuant to a covenant not to compete or similar covenant applicable to the Employee that may then be in effect (including, without limitation, those contemplated by Section 4 of this Agreement). The Employee agrees to furnish to the Company such information and documents as the Company may reasonably request in order to make a determination under this provision. To the extent such aggregate parachute payment amounts are required to be so reduced, the parachute payment amounts due to the Employee (but no non-parachute payment amounts) shall be reduced in the following order: (i) the parachute payments that are payable in cash shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity, valued at full value (rather than accelerated value) (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall be reduced in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time; and (iii) all other non-cash benefits not otherwise described in clause (ii) of this Section 2(c) reduced last. In applying these principles, any reduction or elimination of the payments shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

3. Other Benefits; Reduction in Benefits. The availability, if any, of any other benefits shall be governed by the terms and conditions of the plans and/or agreements under which such benefits are granted. The benefits granted under this Agreement are in addition to, and not in limitation of, any other benefits granted to Employee under any policy, plan and/or agreement; provided, however, that any benefits paid to the Employee under this Agreement shall reduce any severance or similar benefits payable to the Employee under any Company benefit plan or arrangement, including any severance plan or agreement between the Company and the Employee providing benefits upon the termination of Employee’s employment with the Company similar to the benefits provided hereunder, which reduction shall be made strictly in accordance with Section 409A including the preservation of any applicable payment schedules. In the event of any conflict between this Agreement and the [Amended and Restated Severance Agreement between the Company and the Employee], the terms of this Agreement shall control.

4. Restrictive Covenants. Employee covenants with the Company as follows (as used in this Section 4, “Company” shall include the Company and its subsidiaries and Affiliates):

(a) Employee shall not disclose or reveal to any unauthorized person or knowingly use for the Employee’s own benefit, any trade secret or other confidential information relating to the Company, or to

any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is (i) generally available in the industry, or (ii) disclosed through no fault of Employee or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement prohibits Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation. Employee does not need the prior authorization of the Company to make any such reports or disclosures, and Employee is not required to notify the Company that Employee has made such reports or disclosure.

(1) IMMUNITY. — An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that —

(A) is made —

(i) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney; and

(ii) solely for the purpose of reporting or investigating a suspected violation of law; or

(B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(A) files any document containing the trade secret under seal; and

(B) does not disclose the trade secret, except pursuant to court order.

(b) Except with the prior written consent of the Board of Directors of the Company, Employee covenants and agrees that during the period commencing on the date hereof and ending on the second anniversary of the Termination Date (the “Restricted Period”), Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States, in any activities with any company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his or her service to the Company, which for purposes of this Agreement shall mean the following companies: KeHe Distributors, LLC, DPI Specialty Foods, Lopari Foods, C&S Wholesale Grocers, Inc., Sysco Corporation, Performance Food Group Company and US Foods Holding Corp (or any subsidiary or Affiliated entity of the foregoing companies) with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such Restricted Period, Employee shall not solicit or otherwise act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company.

(c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any confidential information protected under Section 4(a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s period of employment by the Company and within one (1) year after termination thereof. The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties.

(f) Before accepting employment with any other person, organization or entity while employed by the Company and during the Restricted Period, the Employee will inform such person, organization or entity of the restrictions contained in this Section 4. The Employee further consents to notification by the Company to Employee’s subsequent employer or other third party of Employee’s obligations under this Agreement.

(g) The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 4(a) and (b) of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 4(a) and (b), and that in the event of a breach or threatened breach of Sections 4(a) and (b), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 4(a) and (b). The terms of this Section 4(g) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in Sections 4(a) and (b).

(h) Except with respect to any shorter term as expressly provided herein, this Section 4 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

5. Release. All payments and benefits under this Agreement are conditioned on the Employee’s executing and not revoking a release of claims against the Company, which release must be executed, not be revoked and have become irrevocable within sixty (60) days of the Employee’s termination or resignation (the “Severance Delay Period”). Such release shall be in the form as the Company may determine to be reasonably necessary in its discretion to account for legal requirements applicable to it from time to time. The Employee shall not be required to release: (i) any rights the Employee has under this Agreement; (ii) any rights that Employee has pursuant to any plan, program or agreement subject to the Employee Retirement Security Act of 1974, as amended (“ERISA”); (iii) any rights pursuant to any incentive or compensation plans of the Company or its Affiliates, any Equity Plan or any rights pursuant to any award agreements issued pursuant to any incentive or compensation plan of the Company or its Affiliates or any Equity Plan; (iv) any rights the Employee and his or her beneficiaries may have to continued medical coverage under the continuation coverage provisions of the Code, ERISA or applicable state law; (v) any rights the Employee may have to indemnification under state or other law or the Certificate of Incorporation or by-laws of the Company and its affiliated companies, under any indemnification agreement with the Company or under any insurance policy providing directors’ and officers’ coverage for any lawsuit or claim relating to the period when the Employee was a director or officer of the Company or any affiliated company; or (vi) any rights to make disclosures permitted under Section 4(a) above.

6. No Obligation to Seek Alternative Employment. The Employee shall not be required to seek alternative employment during any period in which he or she receives payments or benefits under Section 2(a) of this Agreement, nor shall such payments or benefits be reduced to reflect any compensation or benefits received by Employee from any employment which does not violate Section 4 of this Agreement.

7. Clawback/Forfeiture of Benefits. In addition to the Company’s legal and equitable remedies (including injunctive relief), if the Company’s Board of Directors determines (in its sole discretion but acting in good faith) that (i) the Employee has violated any portions of Section 4, (ii) any of the Company’s financial statements are required to be restated resulting from fraud attributable to the Employee, or (iii) any amount of compensation was based upon financial results later found to be materially inaccurate, then (a) the Company may recover or refuse to pay any of the compensation or benefits that may be owed to the Employee under Section 2 of this Agreement, and (b) the Company may prohibit the Employee from exercising all or any options with respect to stock of the Company, or may recover all or any portion of the gain realized by the Employee from (1) such options exercised, (2) the vesting of any equity award received from the Company or (3) the sale of any equity award received from the Company, in each case in the twelve (12) month period immediately preceding any violation of Section 4 or any restatement of financial statements, or in the periods following the date of any such violation or restatement. In addition, the Company may pursue any remedies available pursuant to any policy of recoupment of incentive compensation that may be adopted by the Company’s Board of Directors from time to time. Unless otherwise provided in any such policy of recoupment, the amount to be recovered shall be equal to the excess of the amount paid out (on a pre-tax basis) over the amount that would have been paid out had such financial results or performance metrics been fairly stated at the time the payout was made. The payment shall be made in such manner and on such terms and conditions as may be required by the Company. If the Employee fails to return such compensation promptly, the Employee agrees that the amount of such compensation may be deducted from any and all other compensation owed to the Employee by the Company, to the extent permitted by Section 409A of the Code, if applicable. The Employee acknowledges that the Company may engage in any legal or equitable action or proceeding in order to enforce the provisions of this Section 7. The provisions of this Section 7 shall be modified to the extent, and remain in effect for the period, required by applicable law, and shall be modified without consent of the Employee to become consistent with applicable law, including, without limitation, any rules or regulations adopted implementing the clawback or recoupment requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any policy of the Company adopted by its Board of Directors relating to recoupment or clawback of compensation, whether adopted before or after the date hereof. The Company shall be entitled, at its election, to set off against the amount of any such payment any amounts otherwise owed to the Employee by the Company.

8. Term. This Agreement shall terminate if prior to the Change in Control Date (and not in anticipation of the Change in Control or at the request of an acquiring party), the Employee has ceased to serve as executive officer of the Company.

and enforcement shall be governed by the laws of said State. This Agreement contains the entire understanding between the parties hereto and supersedes any and all prior agreements, oral or written, on the subject matter hereof between the Company and Employee, but it is not intended to, and does not, limit any prior, present or future obligations of the Employee with respect to confidentiality, ownership of intellectual property and/or non-competition which are greater than those set forth herein. This Agreement shall be binding upon any successor or assign of the Company.

10. Section 409A

(a) It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Section 409A (“Section 409A”) of the Code, and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary herein, if (i) on the date of the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), the Employee is deemed to be a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company, as determined in accordance with the Company’s “specified employee” determination procedures, and (ii) any payments to be provided to the Employee pursuant to this Agreement which constitute “deferred compensation” for purposes of Section 409A and are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of the Employee’s death. Any payments delayed pursuant to this Section 8(a) shall be made in a lump sum on the first day of the seventh month following the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of the Employee’s death. In addition to the foregoing provisions of this Section 8(a), in the event that the Change in Control that triggers payments and benefits under Section 2(a) does not constitute a “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A or the lump sum payment of a portion of the amount in Section 2(a)(iii)(A) is prohibited by Section 409A, then the payment of one year of base salary under Section 2(a)(iii)(A) shall be paid in pro rata installments over a one year period in accordance with the normal payroll practices of the Company rather than as a single lump sum and the remainder shall be paid as a lump sum in accordance with the requirements of Section 2(a) and this Section 10 (a).

(d) Notwithstanding any other provision herein to the contrary, to the extent that any reimbursement (including expense reimbursements), fringe benefit or other, similar plan or arrangement in which the Employee participates during the Employee’s employment with the Company or thereafter provides for a “deferral of compensation” within the meaning of Section 409A and the Treasury Regulations promulgated thereunder, then such reimbursements shall be made in accordance with Treasury Regulations 1.409A-3(i)(1)(iv) including; (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit may not be subject to liquidation or exchange for another benefit.

(f) This Agreement shall be interpreted in accordance with, and the Company and the Employee will use their best efforts to achieve timely compliance with, Section 409A and the Treasury Regulations and other interpretive guidance promulgated thereunder, including without limitation any such regulations or other guidance that may be issued after the date of this Agreement. By accepting this Agreement, the Employee hereby agrees and acknowledges that the Company does not make any representations with respect to the application of Section 409A to any tax, economic or legal consequences of any payments payable to the Employee hereunder. Further, by the acceptance of this Agreement, the Employee acknowledges that (i) the Employee has obtained independent tax advice regarding the application of Section 409A to the payments due to the Employee hereunder, (ii) the Employee retains full responsibility for the potential application of Section 409A to the tax and legal consequences of payments payable to the Employee hereunder and (iii) the Company shall not indemnify or otherwise compensate the Employee for any violation of Section 409A that may occur in connection with this Agreement. The parties agree to cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Section 409A of the Code.

[signature block appears on the next page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, intending the Agreement to become binding and effective as of the date and year first written above.

	UNITED NATURAL FOODS, INC.


	By:



	Title:


	EMPLOYEE

	By:

Exhibit 10.5

UNITED NATURAL FOODS, INC.
Terms and Conditions of Grant of Restricted Share Units to Employee
Second Amended and Restated 2012 Equity Incentive Plan

These Terms and Conditions of Grant of Restricted Share Units to Employee (these “Terms and Conditions”), shall apply to the grant by United Natural Foods, Inc., a Delaware corporation (the “Company”), to the Participant of an award of Restricted Share Units, pursuant to the Company’s Second Amended and Restated 2012 Equity Incentive Plan (as amended from time to time, the “Plan”). Except in the preceding sentence and where the context otherwise requires, the term “Company” shall include the Company and all present and future Subsidiaries. All capitalized terms that are used in these Terms and Conditions without definition shall have the meanings set forth in the Plan.

1. Definitions.

(a) Award Agreement has the meaning set forth in Section 2 of these Terms and Conditions.

(b) Communication of Award means the communication delivered by an authorized representative of the Company to the Participant identifying that an Award has been granted together with the details of the Award (including the identity of the Participant, the Grant Date, and the number of Restricted Share Units that were awarded to the Participant) set forth in the award summary portion of the online award acceptance process used in connection with electronic administration of Awards under the Plan.

(c) Grant Date means the date on which the Restricted Share Units were granted as set forth in the Communication of Award.

(d) Participant, solely for purposes of the Award Agreement, means the individual identified in the Communication of Award.

(e) Restricted Share Unit means a right to receive any one Share of the Company’s common stock, par value $0.01 per share, from the Company following the expiration of the Restriction Period.

(f) Restriction Period with respect to the Restricted Share Units means the period commencing upon the Grant Date and ending on the dates provided under Section 3 of these Terms and Conditions.

2. Grant of Restricted Share Units. Effective on the Grant Date and subject to the provisions of the Plan and these Terms and Conditions, the Company has granted to the Participant the number of Restricted Share Units set forth in the Communication of Award. A Restricted Share Unit does not represent an equity interest in the Company and carries no voting or dividend rights. The information contained in the Communication of Award with respect to the Participant and the Restricted Share

Units is incorporated herein by reference and together with these Terms and Conditions shall constitute an Award Agreement (the “Award Agreement”) for purposes of the Plan. By accepting the award of Restricted Share Units and acknowledging these Terms and Conditions, the Participant agrees to be bound by the provisions of the Plan and these Terms and Conditions with respect to the Restricted Share Units. Acceptance of the award of Restricted Share Units and acknowledgment of these Terms and Conditions may be made in a writing signed by the Participant and delivered to the Company or through the online award acceptance process used in connection with electronic administration of awards under the Plan.

3. Restriction Period.

(a) The Restriction Period shall expire with respect to percent ( %) of the Restricted Share Units on the first anniversary of the Grant Date and with respect to an additional percent ( %) of such Restricted Share Units on each succeeding anniversary of the Grant Date so as to be expired with regard to all Restricted Share Units on the anniversary of the Grant Date, conditioned on each such date on the Participant maintaining continuous employment with (or other service-providing capacity with) the Company since the Grant Date (or if later, the date on which the Participant first became an employee or service provider). Notwithstanding the foregoing, the Restriction Period shall expire with respect to all Restricted Share Units upon the death or Disability of the Participant.

(b) The Restriction Period shall be deemed to expire for all Restricted Share Units if, within twelve months after a Change in Control has occurred, the Participant’s employment with or service to the Company or any Affiliate of the Company is terminated by the Company without Cause (as defined in the Plan) or the Participant resigns for Good Reason (as defined in the Plan).

(c) In the event of the Participant’s termination of employment on account of a Retirement before the end of the Restriction Period, unless different treatment is specified in an employment agreement between the Participant and the Company, the Restriction Period shall continue to expire in accordance with Section 3(a) without regard to any condition that the Participant maintain continuous employment with (or other service-providing capacity with) the Company. For purposes of the Agreement, “Retirement” shall be defined as the Participant’s voluntary termination of employment on or after the date the Participant has attained fifty-nine (59) years of age and has provided ten (10) years of service to the Company.

(d) If the Participant’s employment with or service to the Company or any Affiliate is terminated, or the Participant otherwise separates from service under circumstances not described in Sections 3(a), 3(b) or 3(c), all Restricted Share Units as to which the Restriction Period has not expired shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4. Payment. No later than 2½ months after the end of the calendar year in which the Restriction Period expires with respect to Restricted Share Units, the Company

shall issue to the Participant (or the Participant’s assignee or beneficiary if permitted by the Plan or the Committee) one Share for each Restricted Share Unit for which the Restriction Period expired.

5. Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares which may be issued upon expiration of the Restriction Period (including, without limitation, voting rights and any rights to receive dividends or non-cash distributions with respect to such Shares) unless and until the Restriction Period shall have expired. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Restriction Period shall have expired.

6. Withholding. The Company’s obligation to deliver the Shares upon the expiration of the Restriction Period shall be subject to the Participant’s satisfaction of any applicable federal, state, and foreign withholding obligations or withholding taxes (“Withholding Taxes”), including any employer minimum statutory withholding, and the Participant shall pay the amount of any such Withholding Taxes to the Company as set forth in this Section 6. The Participant may satisfy his or her obligation to pay the Withholding Taxes by (i) making a cash payment to the Company in an amount equal to the Withholding Taxes; (ii) having the Company withhold Shares otherwise deliverable to the Participant in connection with the expiration of the Restriction Period; or (iii) delivering to the Company shares of Common Stock already owned by the Participant; provided that in the case of (ii) or (iii) the amount of such Shares withheld or shares of Common Stock delivered shall not exceed the amount necessary to satisfy the Withholding Taxes. The Participant acknowledges and agrees that the Company has the right to deduct from compensation or other amounts owing to the Participant an amount not to exceed the Withholding Taxes.

7. No Guarantee of Employment. Nothing in the Award Agreement or in the Plan shall confer upon the Participant any right to continue in the employ of the Company, or shall interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without Cause.

8. Amendment. Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of or alter, suspend, discontinue, cancel or terminate, this Award Agreement and the Restricted Share Units, prospectively or retroactively in time (and in accordance with Section 409A of the Code with regard to awards subject thereto); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Participant or any holder or beneficiary of the Restricted Share Units shall not to that extent be effective without the consent of the Participant, holder or beneficiary. The Committee is authorized to make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, the Award Agreement and the Restricted Share Units as set forth in the Plan.

9. Determinations by Committee. Except as otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or the Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons.

10. Provisions of the Plan. The Participant hereby acknowledges receipt of a copy of the Plan with the Award Agreement and agrees to be bound by all the terms and provisions of the Plan. The Award Agreement is governed by the terms of the Plan, and in the case of any inconsistency between the Award Agreement and the terms of the Plan, the terms of the Plan shall govern.

11. Nontransferability of Restricted Share Units. Except as otherwise provided in the Plan, the Restricted Share Units and this Award Agreement shall not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Share Units otherwise than as permitted by the Plan and this Award Agreement shall, at the election of the Company, be null and void. Transfer of the Restricted Share Units for value is not permitted under the Plan or this Award Agreement.

12. Notices. Any notice required or permitted to be given to the Participant under the Award Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid. Any notice or communication required or permitted to be given to the Company under the Award Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

13. Waiver. The waiver by the Company of any provision of the Award Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of the Award Agreement at any subsequent time or for any other purpose.

14. Governing Law. The validity, construction and effect of the Award Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.

15. Successors. The Award Agreement shall inure to the benefit of and be binding upon any successor to the Company and shall inure to the benefit of the Participant’s legal representative. All obligations imposed upon the Participant and all rights granted to the Company under the Award Agreement shall be binding upon the Participant’s heirs, executors, administrator and successors.

16. Electronic Communication. The Company may, in its sole discretion, decide to deliver any document related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.

Exhibit 10.6

UNITED NATURAL FOODS, INC.
SECOND AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN

PERFORMANCE-BASED VESTING RESTRICTED SHARE UNIT AWARD AGREEMENT

This Performance-Based Vesting Restricted Share Unit Award Agreement (this “Agreement”) effective as of , between United Natural Foods, Inc. (the “Company”) and (the “Participant”), who is an employee of the Company, evidences a Performance Award denominated in Restricted Share Units to the Participant under the United Natural Foods, Inc. Second Amended and Restated 2012 Equity Incentive Plan (as amended from time to time, the “Plan”). Except in the preceding sentence and where the context otherwise requires, the term “Company” shall include the Company and all present and future Subsidiaries. All capitalized terms that are used in this Agreement without definition shall have the meanings set forth in the Plan.

1. Definitions.

(a) Participant, solely for purposes of this Agreement, means the employee designated above.

(b) Performance Criteria means the performance targets related to one or more performance goals specified in Section 4 of this Agreement.

(d) Restricted Share Unit means a right to receive a payment in the form of any one Share of the Company’s common stock, par value $0.01 per share, following the successful attainment of the Performance Criteria to the satisfaction of the Committee.

2. Grant of Restricted Share Units. In consideration of services rendered and agreed to be rendered, the Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, Restricted Share Units (the “Target Amount”) (subject to adjustment under Section 4.2 of the Plan), provided that, to the extent that the Participant vests in greater than one hundred percent (100%) of the Restricted Share Units (as provided in Section 4 of this Agreement), additional Restricted Share Units will be paid to the Participant. The maximum number of Restricted Share Units that may be earned under this Agreement is subject to the limitation in Section 11.3 of the Plan.

3. Vesting.

(a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(e) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any

portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met.

(b) In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability.

(c) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated by the Company without Cause (as defined in the Plan) or if the Participant resigns for Good Reason (as defined in the Plan), in each case within twelve months after a Change in Control has occurred, (and before the Restricted Share Units otherwise have become vested under Section 3(a), (b) or (d)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as of the date on which the Participant’s employment with or service to the Company is terminated.

(d) In the event of the Participant’s termination of employment on account of a Retirement before the end of the Performance Period, unless different treatment is specified in an employment agreement between the Participant and the Company, the Participant shall continue to vest in the number of Restricted Stock Units awarded under this Agreement in accordance with Section 3(a) without regard to any continuous employment requirements. For purposes of the Agreement, “Retirement” shall be defined as the Participant’s voluntary termination of employment on or after the date the Participant has attained fifty-nine (59) years of age and has provided ten (10) years of service to the Company.

(e) Except as provided in Section 3(b), (c) or (d) above or as otherwise provided in any written agreement by and between the Company and the Participant, if the Participant’s employment with the Company terminates for any reason prior to the expiration of the Performance Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the Participant.

4. Performance Criteria. The Performance Criteria are set forth in Exhibit A to this Agreement.

5. Payment. The Company shall issue to the Participant one Share for each Restricted Share Unit which has become vested with respect to the Performance Period pursuant to Section 3 of this Agreement. The payment of the Shares shall be made to the Participant (or the Participant’s assignee or beneficiary if permitted by the Plan or the Committee) no later than March 15th of the calendar year next following the calendar year in which the Performance Period ends and may be made as a book-entry confirmation or through the issuance of a certificate evidencing such Shares.

6. Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares which may be issued upon the vesting of the Restricted Share Units (including, without limitation, voting rights and any rights to receive dividends or non-cash distributions with respect to such Shares) unless and until the Shares have been issued to Participant. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares are issued.

7. Withholding. The Company’s obligation to make payment of vested Restricted Share Units shall be subject to the Participant’s satisfaction of any applicable federal, state, local and foreign withholding obligations or withholding taxes, including any employer minimum statutory withholding (“Withholding Taxes”), and the Participant shall pay the amount of any such Withholding Taxes to the Company as set forth in this Section 7. The Participant may satisfy his or her obligation to pay the Withholding Taxes by (i) making a cash payment to the Company in an amount equal to the Withholding Taxes; (ii) having the Company withhold Shares otherwise deliverable to the Participant pursuant to settlement of vested Restricted Share Units; or (iii) delivering, actually or by attestation, to the Company shares of Common Stock already owned by the Participant; provided that in the case of (ii) or (iii) the amount of such Shares withheld or shares of Common Stock delivered (with the value of such Shares being based on the Fair Market Value of a Share of the Company’s Common Stock as of the payment date as determined by the Committee) shall not exceed the amount necessary to satisfy the minimum amount of Withholding Taxes. The Participant acknowledges and agrees that the Company has the right to deduct from compensation or other amounts owing to the Participant an amount not to exceed the Withholding Taxes.

8. No Guarantee of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employ of the Company, or shall interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without Cause.

9. Amendment. Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of or alter, suspend, discontinue, cancel or terminate, this Agreement and the Restricted Share Units, prospectively or retroactively in time (and in accordance with Section 409A of the Code with regard to awards subject thereto); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination

that would materially and adversely affect the rights of the Participant or any holder or beneficiary of the Restricted Share Units shall not to that extent be effective without the consent of the Participant, holder or beneficiary; and provided further that no consent of the Participant or any holder or beneficiary shall be required for any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination to the extent necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations or rulings, including but not limited to the provisions of Section 409A of the Code necessary to avoid tax penalties to the Participant. The Committee is authorized to make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Agreement and the Restricted Share Units as set forth in the Plan.

10. Determinations by the Committee. Except as otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or this Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons.

11. Provisions of the Plan. The Participant hereby acknowledges receipt of a copy of the Plan with this Agreement and agrees to be bound by all the terms and provisions of the Plan. This Agreement is governed by the terms of the Plan, and in the case of any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern. This Agreement, read together with the Plan, represents the entire understanding and agreement between the Company and the Participant, and shall supersede any prior agreement and understanding between the parties with respect to the matters contained herein. This Agreement, and any payment of Shares in settlement of the Restricted Share Units, shall be subject to any policy of the Company regarding the recoupment or clawback of compensation as in effect at the date of this Agreement or hereafter adopted by the Board to conform to regulations related to recoupment or clawback of compensation adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

12. Nontransferability of Restricted Share Units. Except as otherwise provided in the Plan, the Restricted Share Units and this Agreement shall not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Share Units otherwise than as permitted by the Plan and this Agreement shall, at the election of the Company, be null and void. Transfer of the Restricted Share Units for value is not permitted under the Plan or this Agreement.

13. Notices. Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid. Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

14. Waiver. The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

15. Section 409A.

(a) For the avoidance of doubt, the Restricted Share Units granted under this Agreement are intended to be exempt from or otherwise comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant by Code Section 409A or damages for failing to comply with Code Section 409A.

(b) Notwithstanding any other payment schedule provided herein to the contrary, if the Participant is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then any payment due under this Agreement that is considered “deferred compensation” under Section 409A of the Code payable on account of a Participant’s “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Participant, and (B) the date of Participant’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 15(b) shall be paid to the Participant in a lump sum in accordance with the Agreement.

(c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Code Section 409A (and, more specifically, Treasury Regulation 1.409A-1(h)) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

(d) For the avoidance of doubt, any payment due under this Agreement within a period following the Participant’s termination of employment, death, Disability other event, shall be made on a date during such period as determined by the Company in its sole discretion.

16. Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.

17. Successors. This Agreement shall inure to the benefit of and be binding upon any successor to the Company and shall inure to the benefit of the Participant’s legal representative. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant’s heirs, executors, administrator and successors.

18. Electronic Communication. The Company may, in its sole discretion, decide to deliver any document related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.

[signature page follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

	UNITED NATURAL FOODS, INC.


	By:
	Name:
	Title:




	NAME

EXHIBIT A

PERFORMANCE CRITERIA

[To Be Determined]

A-1

Exhibit 10.7

AMENDED AND RESTATED
INDEMNIFICATION AGREEMENT

This Amended and Restated Indemnification Agreement, dated as of [·] (this “Agreement”), is made by and between United Natural Foods, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

RECITALS

A. In light of the responsibilities vested in directors and officers of a Delaware corporation, it is critically important to the Company and its stockholders that the Company be able to attract and retain highly experienced and reputable persons to serve as directors and officers of the Company.

B. In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers, and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.

C. The Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing corporate officials to resist unjustified lawsuits, and (2) encouraging capable women and men to serve as corporate directors and officers.

D. Indemnitee is, or will be, a director or officer of the Company and his or her willingness to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him or her in accordance with the principles reflected above, to the fullest extent permitted by the laws of the State of Delaware, and upon the other undertakings set forth in this Agreement.

E. Therefore, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s service or continued service as a director or officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents”), any change in the composition of the Company’s Board of Directors (the “Board”) or any change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

F. In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that this Agreement not diminish or abrogate any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the State of Delaware, any other contract or otherwise (collectively, “Other Indemnity Provisions”) or the Company’s directors’ and officers’ liability insurance policies, and

that the provisions of this Agreement be construed liberally, subject to their express terms, in order to maximize the protections to be provided to Indemnitee hereunder.

G. This Amended and Restated Indemnification Agreement replaces and supersedes the previous Indemnification Agreement between the Company and Indemnitee, dated [·] in its entirety and any other such prior indemnity agreement (“Prior Agreement(s)”). All such prior agreements are hereby terminated, and of no further force and effect.

AGREEMENT

NOW, THEREFORE, the parties hereby agree as follows:

1. Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a) “Change in Control” means the occurrence of one or more of the following events:

(i) any “person”, including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company, any of its Controlled Affiliates, or any employee benefit plan of the Company or any of its Controlled Affiliates) is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities;

(ii) the stockholders of the Company shall approve a definitive agreement (1) for the merger or other business combination of the Company with or into another corporation if (A) a majority of the directors of the surviving corporation were not directors of the Company immediately prior to the effective date of such merger or (B) the stockholders of the Company immediately prior to the effective date of such merger own less than 60% of the combined voting power in the then outstanding securities in such surviving corporation or (2) for the sale or other disposition of all or substantially all of the assets of the Company; or

(iii) the purchase of 30% or more of the combined voting power of the Company’s then outstanding securities pursuant to any tender or exchange offer made by any “person”, including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company, any of its Controlled Affiliates, or any employee benefit plan of the Company or any of its Controlled Affiliates.

(b) “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any inquiry or investigation, whether made, instituted or conducted, by the Company or any other Person, including without limitation any federal, state or

other governmental entity, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding. For the avoidance of doubt, the Company intends indemnity to be provided hereunder in respect of acts or failure to act prior to, on or after the date hereof.

(c) “Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 15 per cent or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(e) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.

(f) “Excluded Person” means (i) the Company, (ii) any of the Company’s Subsidiaries, (iii) any Holding Company, (iv) any employee benefit plan of the Company, any of its Subsidiaries or a Holding Company, or (v) any Person organized, appointed or established by the Company, any of its Subsidiaries or a Holding Company for or pursuant to the terms of any plan described in clause (iv).

(g) “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and expenses (including but not limited to court costs, transcript costs, costs of travel, duplicating and imaging costs, printing and binding costs, telephone charges, facsimile transmission charges, computerized legal research, postage and courier costs, fees and expenses of third-party vendors, and the premium, security for, and other costs associated with any bond (including supersedeas or appeal bonds, injunction bonds, costs bonds, appraisal bonds or their equivalents)) paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim.

(h) “Holding Company” means an entity that becomes a holding company for the Company or its businesses as part of any reorganization, merger, consolidation or other transaction, provided that the outstanding shares of common stock of such entity and the combined voting power of the then outstanding Voting Securities of such entity are, immediately after such reorganization, merger, consolidation or other transaction, beneficially owned, directly or indirectly, by all or substantially

all of the individuals and entities who were the beneficial owners, respectively, of the Voting Securities of the Company outstanding immediately prior to such reorganization, merger, consolidation or other transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or other transaction, of such outstanding Voting Securities of the Company.

(i) “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director or officer of the Company or, at the request of the Company, as a director, officer, employee, member, manager, fiduciary, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other organization or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity as a director or officer of the Company or, at the request of the Company, as a director, officer, employee, member, manager, trustee, fiduciary or agent of any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director or officer of the Company or, at the request of the Company, as a current or former director, officer, employee, member, manager, trustee, fiduciary or agent of any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served as a director or officer of the Company or, at the request of the Company, as a director, officer, employee, member, manager, agent, trustee or other fiduciary of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (A) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (B) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (C) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (other than as the Chief Executive Officer himself or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(j) “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim; provided, however, that Indemnifiable Losses shall not include Losses incurred by Indemnitee in respect of any Indemnifiable Claim (or any matter or issue therein) as to which Indemnitee shall have been adjudged liable to the Company, unless and only to the extent that the Delaware Court of Chancery or the court in which such Indemnifiable Claim was brought shall determine upon application that, despite the adjudication of liability

but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as the court shall deem proper.

(k) “Indemnification Eligibility Requirement” means that, in accordance with Section 145(a) or (b) of the Delaware General Corporation Law, the Indemnitee shall not be eligible for indemnification against Indemnifiable Losses relating to, arising out of or resulting from an Indemnifiable Claim, unless (i) the Indemnitee has acted in good faith and with a reasonable belief that his or her action was in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, that Indemnitee had no reasonable cause to believe that his or her conduct was unlawful, or (ii) the Indemnitee meets any other applicable standard of conduct that may hereafter be substituted under Section 145(a) or (b) of the Delaware General Corporation Law or any successor to such provision(s).

(l) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company (or any subsidiary of the Company) or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements) or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(m) “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other) and amounts paid or payable in settlement, including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

(n) “Person” means any individual or entity, including any two or more Persons deemed to be one “person” as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

(o) “Subsidiary” means an entity of which the Company directly or indirectly holds all or a majority of the value of the outstanding equity interests of such entity or a majority of the voting power with respect to the Voting Securities of such entity.

(p) “Voting Securities” means securities of a Person entitling the holder thereof to vote in the election of the members of the board of directors of such person or such governing body of such Person performing a similar principal governing function with respect to such Person.

2. Indemnification Obligation. Subject to Section 7 and to the proviso in this Section, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent

permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that, (i) except as provided in Sections 4 and 21 or in connection with such Indemnitee’s rights with respect to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or authorized the proceeding in connection with such Claim; and (ii) Indemnitee shall not be entitled to indemnification pursuant to this Agreement on any Claim determined by final judgment or other final adjudication to be a violation of federal or state securities laws if such indemnification is by final judgment or other final adjudication determined to be not permitted under then-applicable law; and, provided further, that the Company shall not be obligated to (x) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale of securities of the Company in violation of Section 16(b) of the Exchange Act, and (y) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including but not limited to any such reimbursement under Section 304 of the Sarbanes-Oxley Act of 2002 or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in connection with an accounting restatement of the Company or the payment of the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act). The Company acknowledges that the foregoing obligation may be substantially broader than that now provided by applicable law and the Company’s Constituent Documents and intends that it be interpreted consistently with this Section and the recitals to this Agreement.

3. Advancement of Expenses. Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee and as to which Indemnitee’s counsel provides supporting documentation. Without limiting the generality or effect of any other provision hereof, Indemnitee’s right to such advancement is not subject to the satisfaction of any Indemnification Eligibility Requirement. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee that is accompanied by supporting documentation for specific Expenses to be reimbursed or advanced, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, at the request of the Company, Indemnitee shall execute and deliver to the Company an undertaking, which need not be secured and shall be

accepted without reference to Indemnitee’s ability to repay the Expenses, by or on behalf of the Indemnitee, to repay any amounts paid, advanced or reimbursed by the Company in respect of Expenses relating to, arising out of or resulting from any Indemnifiable Claim in respect of which it shall have been determined, following the final disposition of such Indemnifiable Claim and in accordance with Section 7, that Indemnitee is not entitled to indemnification hereunder.

4. Indemnification for Additional Expenses. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific Expenses to be reimbursed or advanced, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.

5. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

6. Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers and, upon Indemnitee’s request, copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

7. Determination of Right to Indemnification.

(a) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Indemnification Eligibility Requirement Determination (as defined in Section 7(b)) shall be required.

(b) To the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied the applicable Indemnification Eligibility Requirement (an “Indemnification Eligibility Requirement Determination”) shall be made as follows: (i) if a Change in Control shall not have occurred, or if a Change in Control shall have occurred but Indemnitee shall have requested that the Indemnification Eligibility Requirement Determination be made pursuant to this clause (i), (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, even if less than a quorum or (C) if there are no such Disinterested Directors, or if a majority of the Disinterested Directors so direct, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred and Indemnitee shall not have requested that the Indemnification Eligibility Requirement Determination be made pursuant to clause (i), by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. Indemnitee shall cooperate with reasonable requests of the individual or firm making such Indemnification Eligibility Requirement Determination, including providing to such Person documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the Person making such Indemnification Eligibility Requirement Determination.

(c) The Company shall use its reasonable efforts to cause any Indemnification Eligibility Requirement Determination required under Section 7(b) to be made as promptly as practicable. If (i) the Person empowered or selected under Section 7 to make the Indemnification Eligibility Requirement Determination shall not have made a determination within 30 calendar days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final

disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the final selection of an Independent Counsel, if the Indemnification Eligibility Requirement Determination is to be made by Independent Counsel, in accordance with Section 7(b), and (ii) Indemnitee shall have fulfilled his or her obligations set forth in the second sentence of Section 7(b), then Indemnitee shall be deemed to have satisfied the applicable Indemnification Eligibility Requirement; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 calendar days, if the Person making such determination in good faith requires such additional time for the obtaining or evaluation of documentation and/or information relating thereto.

(d) If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 7(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 7(b) or (c) to have satisfied the applicable Indemnification Eligibility Requirement, then the Company shall pay to Indemnitee, within five business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses. Nothing herein is intended to mean or imply that the Company is intending to use Section 145(f) of the Delaware General Corporation Law to dispense with a requirement that Indemnitee meet the applicable standard of conduct where it is otherwise required by such statute.

(e) If an Indemnification Eligibility Requirement Determination is to be made by Independent Counsel pursuant to Section 7(b)(i), the Independent Counsel shall be selected in accordance with Section 7(b)(i), and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If an Indemnification Eligibility Requirement Determination is to be made by Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel shall be selected in accordance with Section 7(b)(ii), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five business days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(l), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such

objection is withdrawn or a court has determined that such objection is without merit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 7(e) to make the Indemnification Eligibility Requirement Determination shall have been selected within 30 calendar days after the Company gives its initial notice pursuant to the first sentence of this Section 7(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 7(e), as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the Court or by such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the actual and reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 7(b).

8. Presumption of Entitlement. Notwithstanding any other provision hereof, in making any Indemnification Eligibility Requirement Determination, the Person making such determination shall presume that Indemnitee has satisfied the applicable Indemnification Eligibility Requirement, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Indemnification Eligibility Requirement Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Court of Chancery of the State of Delaware. No determination by the Company (including by its Disinterested Directors, a committee thereof or any Independent Counsel) that Indemnitee has not satisfied any applicable Indemnification Eligibility Requirement shall be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable Indemnification Eligibility Requirement.

9. No Other Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable Indemnification Eligibility Requirement or that indemnification hereunder is otherwise not permitted.

10. Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to, and shall not diminish or abrogate, any other rights Indemnitee may have under any Other Indemnity Provisions ; provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will

without further action be deemed to have such greater right hereunder, and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. In the event that the Company adopts any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision, then notwithstanding such amendments, the Indemnitee will without further action be deemed to have the rights to indemnification that existed immediately prior to the adoption of such amendment and such amendments shall not be effective against Indemnitee.

11. Liability Insurance and Funding. For the duration of Indemnitee’s service as a director and/or officer of the Company and for not less than five years thereafter, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for Indemnitee that is at least as favorable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. Upon request, the Company shall provide Indemnitee or his or her counsel with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. Notwithstanding the foregoing, (i) the Company may, but shall not be required to, create a trust fund, grant a security interest or use other means, including without limitation a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement and (ii) in renewing or seeking to renew any insurance hereunder, the Company will not be required to expend more than 3.0 times the premium amount of the immediately preceding policy period (equitably adjusted if necessary to reflect differences in policy periods).

12. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other Persons (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(i). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).

13. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in

clause (i) of the definition of “Indemnifiable Claim” in Section 1(i)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

14. Defense of Claims. Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

15. Contribution. To the fullest extent permitted by law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason, subject to the proviso below, the Company, in lieu of indemnifying Indemnitee, shall contribute to the Indemnifiable Losses in such proportion as is deemed fair and reasonable in light of the circumstances of such Indemnifiable Claim in order to reflect (i) the relative benefits received by the Company and Indemnitee and/or loss suffered by the Indemnitee, as the case may be, as a result of the events or transactions giving rise to such action, suit or other proceeding; (ii) the relative fault of the Company (and its officers, directors, employees and agents) and Indemnitee in connection with such events or transactions; and (iii) any other relevant equitable considerations, including any losses of the Indemnitee, in connection with such events or transactions; provided, that, (x) Indemnitee has met the Indemnification Eligibility Requirement in accordance with Section 7 and (y) (i) except as provided in Sections 4 and 21 or in connection with such Indemnitee’s rights with respect to a Change in Control, the Indemnifiable Losses are not associated with a Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or authorized the proceeding in connection with such Claim.

16. Successors, Binding Agreement and Survival.

(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegable by the Company.

(b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 16(a) and 16(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 16(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

(d) For the avoidance of doubt, this Agreement shall survive and continue after any termination of Indemnitee’s service as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any Subsidiary or other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company.

(e) [For employees: This Agreement is not, and shall not be deemed as, an employment agreement between the Company (or any of its Subsidiaries or affiliates) and Indemnitee. Indemnitee specifically acknowledges that any employment with the Company or any of its Subsidiaries is at will and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment agreement between Indemnitee and the Company or its Subsidiary.]

17. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder must be in writing and shall be deemed to have been duly given when hand delivered or dispatched as a PDF by electronic transmission (with receipt confirmed), or

one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

18. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement, waive all procedural objections to suit in that jurisdiction, including without limitation objections as to venue or inconvenience, agree that service in any such action may be made by notice given in accordance with Section 17 and also agree that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.

19. Validity. If any provision of this Agreement or the application of any provision hereof to any Person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other Person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

20. Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto 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. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

21. Legal Fees and Expenses. It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should reasonably appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement or in the

event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to improperly deny, or to improperly recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of Indemnitee’s choice (so long as such counsel is not then serving as counsel to the Company or any of its Subsidiaries), at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other Person affiliated with the Company, in any jurisdiction. Without limiting the generality or effect of any other provision hereof or respect to whether Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses actually and reasonably incurred by Indemnitee in connection with any of the foregoing.

22. Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (1) “it” or “its” or words of any gender include each other gender, (2) words using the singular or plural number also include the plural or singular number, respectively, (3) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (4) the terms “Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, (5) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (6) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

23. Entire Agreement. This Agreement and the Constituent Documents constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter of this Agreement. Any prior agreements or understandings between the parties hereto with respect to indemnification are hereby terminated and of no further force or effect.

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

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.

	UNITED NATURAL FOODS, INC.


	By:




	Title:


	By:




	Title:


	INDEMNITEE

	By:

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Form 8-K UNITED NATURAL FOODS For: Nov 05

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