ex10-61.htm


    Exhibit
10.61

    


    


    UNITED
NATURAL FOODS, INC.

    2004
EQUITY INCENTIVE PLAN

    


    PERFORMANCE
UNIT AGREEMENT

    


     

    This
Performance Unit Agreement (this “Agreement”) effective as of _____________,
____, between United Natural
Foods, Inc. (the “Company”) and _________________ (the
“Participant”), who is an employee, consultant, or non-employee director of the
Company or a Subsidiary, evidences the award of Performance 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 Performance 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 or payment of cash 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
      _____________, ____.

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

            	
              Performance Criteria
      means the performance factors and requirements specified in Section
      4 of this
    Agreement.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Performance Period means
      the period beginning on the Grant Date and ending on _____________,
      ____.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Performance Unit means a
      right to receive a payment, in the form of a Share or in the form of cash
      equal to the Fair Market Value of a Share, following the successful
      attainment of the Performance Criteria to the satisfaction of the
      Committee.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Unvested Performance
      Units means Performance Units granted pursuant to Section 2 of this Agreement as to which the
      Performance Criteria have not been satisfied under Section 4 of this
  Agreement.

            


    

     

    2.         Grant of Performance
Units.

     

    The
Company hereby grants to the Participant, subject to the terms and conditions
set forth in this Agreement and in the Plan, _________ Performance
Units.  A Performance Unit does not represent an equity interest in
the Company and carries no voting or dividend rights.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.         Vesting.

     

    
      	
               
      

            	
              (a)

            	
              If
      the Performance Criteria set forth in Section 4 of this Agreement have been
      satisfied as of the last day of the Performance Period, the Participant
      shall vest in the Performance Units awarded under this Agreement and his
      rights to the Performance Units shall become nonforfeitable as of the last
      day of the Performance Period.  [Except as provided in
      Section 3[(b) or
      (c)] below, if
      such Performance Criteria have not been satisfied as of the last day of
      the Performance Period, all Performance Units awarded under this Agreement
      shall be canceled immediately and shall not be payable to the
      Participant.]  Prior to
      the payment of any Performance Units, the Committee shall certify in
      writing (which may be set forth in the minutes of the Committee) that the
      Performance Criteria and all other material terms of this Agreement have
      been met.

            


    

     

    
      	
               
      

            	
              (b)

            	
              [In the event the
      Participant’s dies or becomes disabled  (within the meaning of
      Section 22(e) of the Code)  before the end of the Performance
      Period, the Participant shall vest in the Performance Units awarded under
      this Agreement and his rights to the Performance Units shall become
      nonforfeitable as of the date of death or disability.]

            


    

     

    
      	
               
      

            	
              (c)

            	
              [In the event the
      Participant’s employment with the Company or any of its Subsidiaries is
      terminated within twelve months after the Company obtains actual knowledge
      that a Change in Control has occurred, the Participant shall vest in the
      Performance Units awarded under this Agreement and his rights to the
      Performance Units shall become nonforfeitable as of the date on which his
      employment is terminated.]

            


    

     

    4.         Performance
Criteria.

     

    [To Be Determined.]

     

    5.         Payment.

     

    
      	
               
      

            	
              (a)

            	
              The
      Company shall issue to the Participant one Share, or at the Committee’s
      discretion shall pay to the Participant the Fair Market Value of one
      Share, for each Performance Unit which has become vested with respect to a
      Performance Period pursuant to Section 3 of this Agreement.
      Such payment shall be made no later than March 15th of the calendar year
      next following the calendar year in which a Performance Unit vested under
      Section 3.
  

            


    

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              If
      the Participant dies after vesting pursuant to Section 3(a) of this Agreement but before the
      Company makes the payment described in subsection (a), above, such payment shall be
      made to the Participant’s duly designated Beneficiary according to the
      same schedule as described above.

            


    

     

    6.         Termination of
Employment.

     

    [Except as provided in Section
3[(b) or (c)] above,] if the Participant’s
employment with the Company terminates for any reason prior to the expiration of
the Performance Period, all then-Unvested Performance Units shall be canceled
immediately and shall not be payable to the Participant.

     

    7.         Withholding.

     

    The
Participant acknowledges and agrees that the Company has the right to deduct
from payments of any kind otherwise due to the Participant or his Beneficiary
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 Performance Units or payment
to the Participant or his Beneficiary in accordance with Section 5 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.

     

    8.           Amendment.

     

    The
Committee may in its sole discretion amend, modify or terminate this Agreement,
including, but not limited to, an action substituting another Award of the same
or a different type or changing the Performance Period, except to the extent
such amendment would increase the amount of compensation that would otherwise be
due upon attainment of the goal, within the meaning of Treas. Reg. §
1.162-27(e)(2)(iii)(A). 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, including but not limited to 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.  Except as otherwise provided in this
Section 8 or in the Plan, this Agreement
may not be amended or modified except by a written instrument executed by the
parties hereto.

     

    9.         Determinations by the
Committee.

     

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

     

    10.       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 (or which previously has been furnished to the
Participant).  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.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    11.       Notices and
Payments.

     

    Any
notice required or permitted to be given to the Participant or his Beneficiary
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.

     

    12.       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.

     

    13.       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.

     

    


     

    


     

    


     

    [Signature
page follows]

     

    


     

    


     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    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:
      ____________________________

            
	 
      	
              Title:

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              ______________________________

            
	 
      	
              Participant

            


    

    



    
      
         


      

      
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