United Natural Foods


Senior Management Cash


Incentive Plan


 


Effective for FY2011


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



 


 


 



     

     

    

I.Administration of Incentive Plan


 


The Senior Management Cash Incentive Plan (the “Incentive Plan”)
is based on the 2011 fiscal year, August 1, 2010 – July 30, 2011 for United Natural Foods, Inc. (the “Company”).
This Inventive Plan shall be administered pursuant to the Company’s 2004 Equity Incentive Plan; it is the intention of the
Company that all awards hereunder to Covered Executives shall qualify for the “performance-based exception” to the
deduction limitation imposed by Section 162(m) of the Code. All provisions hereof shall be interpreted accordingly. Capitalized
terms not otherwise defined herein shall have the meaning set forth in the Company’s 2004 Equity Incentive Plan. All incentive
payouts will be calculated and paid by the Company on a date selected by the Company in its sole discretion that is not later than
the later of i) the 15th day of the third month following the end of the Company’s 2011 fiscal year; or (ii) March 15 of
the calendar year following the calendar year in which the bonus is earned; provided that no payment will be made prior to the
end of the Company’s 2011 fiscal year. All Incentive Plan payouts are subject to required local, state and federal taxes
deductions.


 


The Incentive Plan shall be administered by the Compensation Committee
of the Company’s Board of Directors (the “Compensation Committee”). The Compensation Committee may delegate to
certain associates the authority to manage the day-to-day administrative operations of the Incentive Plan as it may deem advisable.


 


The Compensation Committee reserves the right to amend, modify, or
terminate the Incentive Plan at any time in its sole discretion.


 


The Compensation Committee shall have
the authority to modify the terms of any award under the Incentive Plan that has been granted, to determine the time when awards
under the Incentive Plan will be made, the amount of any payments pursuant to such awards, and the performance period to which
they relate, to establish performance objectives in respect of such performance periods and to determine whether such performance
objectives were attained. The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations
relating to the Incentive Plan, and to make any other determinations that it deems necessary or desirable for the administration
of the Incentive Plan. The Compensation Committee may correct any defect or omission or reconcile any inconsistency in the Incentive
Plan in the manner and to the extent the Compensation Committee deems necessary or desirable. Any decision of the Compensation
Committee in the interpretation and administration of the Incentive Plan, as described herein, shall lie within its sole and absolute
discretion and shall be final, conclusive and binding on all parties concerned. Determinations made by the Compensation Committee
under the Incentive Plan need not be uniform and may be made selectively among participants in the Incentive Plan, whether or not
such participants are similarly situated. Any and all changes will be communicated to those
executives participating in the Incentive Plan that are affected by the changes. 


 


 


II.Incentive Plan Eligibility


 


The Compensation Committee shall determine the executive officers
and other members of the Company’s senior management eligible for participation in the Incentive Plan.


 


Participants in the Incentive Plan hired or promoted from August
1, 2010 through January 31, 2011 will be eligible for a prorated payout at the end of the fiscal year if he or she achieves the
required performance metrics of his or her individual program. Such prorated payout shall be made in accordance with the payment
provisions of Section I above. Participants in the Incentive Plan hired or promoted from February 1, 2011 through July 30, 2011
will not be eligible to participate in the Incentive Plan for the 2011 fiscal year. Additionally, if any participant receives a
change in base salary during the performance period, the bonus payout earned by the participant, if any, will be prorated accordingly.


 






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All Incentive Plan participants must accept the commitment and
responsibility to perform all duties in compliance with the Company’s Standards of Conduct. Any participant who
manipulates or attempts to manipulate the Incentive Plan for personal gain at the expense of customers, other associates, or
Company objectives will be subject to appropriate disciplinary actions.


 


Participants must not divulge to any outsider any non-public information
regarding this Incentive Plan or any specific performance metrics applicable to the participant.






     

    

Participation in the Incentive Plan does not constitute a contract
or promise of employment between the Company and any participant in the Incentive Plan. Any promise or representations, oral or
written, which are inconsistent with or different from the terms of the Incentive Plan are invalid.


 


III.Termination Provisions


 


Any participant whose employment is terminated for any reason (e.g.,
voluntary separation or termination due to misconduct) prior to the end of the 2011 fiscal year will not be eligible for distribution
of awards under the Incentive Plan. A participant whose employment is terminated for any reason following the end of the 2011 fiscal
year but prior to the payout of awards under the Incentive Plan shall remain entitled to receive the award earned by such participant.
If a participant becomes disabled during the 2011 fiscal year or is granted a leave of absence during that time, a pro rata share
of the participant’s award based on the period of actual participation may, in the Compensation Committee’s sole discretion,
be paid to the participant after the end of the performance period if it would have become earned and payable had the participant’s
employment status not changed.


 


IV.Performance Measures


 


Participants in the Incentive Plan may receive a cash award upon
the attainment of performance goals which may be corporate and/or individual goals. The percentage of any award payable pursuant
to the Incentive Plan shall be based on the weights assigned to the applicable performance goal. Each participant’s incentive
award is based on a designated percentage of the participant’s base pay and is established by the Compensation Committee.


 


Each participant in the Incentive Plan will be
eligible for a bonus payout conditioned on the achievement of performance measures outlined in an Incentive Plan Grid approved
by the Compensation Committee.


 


The Compensation Committee shall determine whether and to what extent
each performance goal has been met. In determining whether and to what extent a performance goal has been met for participants
other than the Chief Executive Officer of the Company, the Compensation Committee shall consider the recommendation of the Chief
Executive Officer and may consider such other matters as the Compensation Committee deems appropriate.


 


V.Miscellaneous Provisions


 


Notwithstanding anything to the contrary herein, the Compensation
Committee, in its sole discretion, may reduce any amounts otherwise payable to a participant hereunder in order to satisfy any
liabilities owed to the Company or any of its subsidiaries by the participant.


 


In the event of any material change in the business assets, liabilities
or prospects of the Company, any division or any subsidiary, the Compensation Committee in its sole discretion and without liability
to any person may make such adjustments, if any, as it deems to be equitable as to any affected terms of outstanding awards.


 


The Company is the sponsor and legal obligor under the Incentive
Plan and shall make all payments hereunder, other than any payments to be made by any of the subsidiaries (in which case payment
shall be made by such subsidiary, as appropriate). The Company shall not be required to establish any special or separate fund
or to make any other segregation of assets to ensure the payment of any amounts under the Incentive Plan, and the participant’s
rights to the payment hereunder shall be not greater than the rights of the Company’s (or subsidiary’s) unsecured creditors.
All expenses involved in administering the Incentive Plan shall be borne by the Company.


 
    







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The Incentive Plan shall be governed by and construed in accordance
with the laws of the State of Delaware applicable to contracts made and to be performed in the State of Delaware.


 


Each participant agrees to return to the Company, if the Company
shall so request, all or a portion of any incentive amounts paid to such participant pursuant to this Incentive Plan based upon
financial information or performance metrics later found to be materially inaccurate. The amount to be recovered shall be equal
to the excess amount paid out over the amount that would have been paid out had such financial information or performance metric
been fairly stated at the time the payout was made.


 


Notwithstanding anything herein to the contrary, the Compensation
Committee, in its sole discretion, may make payments (including pro rata payments) to participants who do not meet the eligibility
requirements of the Incentive Plan, including, but not limited to, the length of service requirements described in Section II above
if the Plan Committee determines that such payments are in the best interest of the Company.


 


 







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