ex10-45.htm


    Exhibit
10.45

    


    


    UNITED
NATURAL FOODS, INC.

     

    2004
EQUITY INCENTIVE PLAN

    


    RESTRICTED
UNIT AGREEMENT

    


    


    This
Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007,
between United Natural Foods, Inc. (the “Company”) and Mark Shamber
(“Participant”), who is an employee, consultant, or non-employee director of the
Company or a Subsidiary, evidences the award of Restricted Units to the
Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the
“Plan”).

     

    In
consideration of services rendered and agreed to be rendered, the Company makes
this Award of Restricted Units to the Participant named in the first sentence of
this Agreement.  This Agreement and the issuance or transfer of shares
of the Company’s common stock are conditioned on the following
terms:

     

    1.           Definitions.

     

    All
capitalized terms that are not otherwise defined in this Agreement shall have
the meanings set forth in the Plan.

    


    
      	
               
      

            	
              (a)

            	
              Grant Date means
      December 6, 2007.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Participant, solely for
      purposes of this Agreement, means the employee, consultant or non-employee
      director designated above.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Restricted Unit means a
      right to receive payment in Shares or cash (as determined by the
      Committee) following the expiration of the Restriction
    Period.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Restriction Period means
      the period commencing upon grant of Restricted Units in accordance with
      Section 2 of this Agreement and ending on the date provided under Section
      3 of this Agreement.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Shares means Shares, as
      defined in Section 2(w) of the Plan, issued pursuant to this
      Agreement.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Unvested Restricted
      Units means Restricted Units granted pursuant to Section 2 of this
      Agreement as to which the Restriction Period has not expired under Section
      3 of this Agreement.

            


    

     


    
      
         


      

      
         


         


      

      
         


      

    


    2.           Grant
of Restricted Units.

     

    The
Company hereby grants to the Participant, subject to the terms and conditions
set forth in this Agreement and in the Plan, 7,200 Restricted Units, with a cash
value equal to the Fair Market Value of an equivalent number of
Shares.  A Restricted Unit does not represent an equity interest in
the Company and carries no voting or dividend rights.

     

    3.           Restriction
Period.

     

    (a)           The
Restriction Period under this Agreement shall expire, with respect to the number
or percentage of Restricted Units designated in the schedule below, at the close
of business on the dates enumerated in the schedule below or, if earlier, upon
the death or disability (as defined in Section 14(a) of the Plan) of the
Participant.

     

    
      
        	 
      	 
      	 
      	
                Number
      or Percentage of Restricted

              
	 
      	 
      	 
      	
                Units
      As To Which Restrictions

              
	 
      	
                Date

              	 
      	
                Lapse on This
      Date

              


      

      


      
        	 
      	
                December
      6, 2008

              	
                1,800

              
	 
      	 
      	 
      
	 
      	
                December
      6, 2009

              	
                1,800

              
	 
      	 
      	 
      
	 
      	
                December
      6, 2010

              	
                1,800

              
	 
      	 
      	 
      
	 
      	
                December
      6, 2011

              	
                1,800

              


      



    (b)           The
Restriction Period for any tranche of Restricted Units included in an Award
shall be deemed to expire if, within twelve months after the Company obtains
actual knowledge that a Change in Control has occurred, a Participant’s
employment with the Company and its Subsidiaries ceases for any
reason.  (See Section 14(c) of the Plan.)

     

     (c)           If
the Participant ceases to be employed by the Company or a Subsidiary or
otherwise separates from service under circumstances not described in Sections
3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately,
and shall not be payable, except to the extent the Committee decides
otherwise.

     

    4.           Payment. No later than 21⁄2
months after the end of the calendar year in which the restrictions lapse with
respect to a tranche of Restricted Units, the Company shall issue to the Participant or
his Beneficiary (if the Participant dies before payment or this Agreement
provides for immediate vesting of Unvested Restricted Units upon the
Participant’s death) one Share for each Restricted Unit in such
tranche.

     


    
      
         


      

      
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    5.           Withholding.  The
Participant acknowledges and agrees that the Company has the right to deduct
from payments of any kind otherwise due to the Participant any federal, state or
local taxes of any kind required by law to be withheld with respect to the grant
to the Participant of the Restricted Units or the issuance to the Participant or
his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to
require that the Company be paid the amount of any federal, state, or local
taxes required by law to be withheld.

     

    6.           Amendment.  The
Committee may in its sole discretion amend, modify, or terminate this Agreement,
including, but not limited to, substituting therefor another Award of the same
or a different type or changing the Restriction Period.  Except as
otherwise provided in the Plan or in this Agreement or as necessary to conform
this Agreement to mandatory provisions of applicable federal or state laws,
regulations, or rulings, or section 409A of the Code, the Committee shall obtain
the Participant’s consent before it amends this Agreement in a manner that
significantly reduces the Participant’s rights or benefits under this
Agreement.

     

    7.           Determinations by
Committee.  Determinations by the Committee shall be final,
binding and conclusive with respect to the interpretation of the Plan and this
Agreement.

     

    8.           Provisions of the
Plan.  This grant is subject to the provisions of the Plan,
which is incorporated into this Agreement by reference and a copy of which is
furnished to the Participant with this Agreement.

     

    9.           Notices and
Payments.  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.

     

    10.           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.

     

    11.           Governing Law.  The
validity and construction of this Agreement shall be governed by the laws of the
State of Delaware, excluding any conflicts or choice of law rules or principles
that might otherwise refer construction or interpretation of any provision of
this Agreement to the substantive law of another jurisdiction.

     

    


    


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    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:
      

                	/s/ Daniel
      Atwood	 
	 	 	 	 
	 	Title: 	Daniel
      Atwood	 
	 	 	Executive
      Vice President,	 
	 	 	Chief
      Marketing Officer and Secretary	 
	 	 	 	 
	 	Date: 	1/10/2008 	 
	 	 	 	 


        

      

       

       

       

      
        	/s/
      Mark Shamber 	 	 	 
	Mark Shamber	 	Date 	 


      

       

      


    

     


    
      
         


      

      
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