ex10-59.htm


    Exhibit 10.59

     

    
      A
request for confidential treatment has been made with respect to the portion of
the following document that is marked with [*CONFIDENTIAL*].  The
redacted portion has been filed separately with the Securities and Exchange
Commission.

    

     

    

    


    


    August
27, 2008

    


    


    Steven
L. Spinner

    313
Randolph Square Parkway

    Richmond,
VA 23238

    


    Dear
Steve:

    


    I am
pleased to extend this offer of employment to you as President & Chief
Executive Officer (CEO).  Your first day of employment with United
Natural Foods, Inc. ( “UNFI” or the “Company”), and the effective date of the
letter will be the actual date on which you commence employment on or before
September 15, 2008.   This offer is contingent upon completion of
a form I-9 and your and the Company’s execution of a mutually satisfactory
severance agreement (Exhibit A).

     

    As
discussed, the following information outlines the details of your future
employment with the Company:

     

    
      	
              ·

            	
              You
      will be paid an annual salary of $775,000, which will be prorated for any
      portion of any fiscal year you are employed by the Company and which will
      be paid annually in accordance with the Company’s payroll practices. Pay
      dates occur every other Thursday.

            


    

     

    
      	
              ·

            	
              You
      will be eligible for an annual bonus up to 100% of your base
      salary.  Fifty percent of this bonus will be guaranteed for the
      first year of employment.  Fiscal year 2009 objectives will be
      determined by discussion between you and the Chair of the Compensation
      Committee of the Company’s Board of Directors prior to November 1,
      2008.

            


    

     

    
      	
              ·

            	
              You
      will be eligible to participate in the Company’s stock option
      program.  You will receive your first grant of 150,000 (30,000
      options; 36,000 restricted stock) option equivalent
      shares on the
      first day of your employment with the Company. This grant vests in four
      equal annual installments beginning on the first anniversary of the grant
      date.  Any future grants will be made at the sole discretion of
      the Compensation Committee based on your position and
      compensation.  It is currently anticipated that additional
      grants will be considered by the Compensation Committee on an annual
      basis.

            


    

     

    
      	
              ·

            	
              You
      will also be eligible to receive an additional grant of 50,000 restricted
      performance share units based on the criteria and metrics outlined in
      Exhibit B to this offer letter and no more than 5 non-financial goals to
      be set by mutual agreement between you and the Compensation
      Committee.  The performance period of approximately 2 years will
      run through fiscal year 2010 and be assessed as of August 1, 2010. The
      Compensation Committee will consider annually, additional share unit
      grants.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              ·

            	
              You
      will be eligible to participate in the Company’s Non-Qualified Deferred
      Compensation plan.  Enrollment in this plan must occur within 30
      days of your date of hire.

            


    

     

    
      	
              ·

            	
              You
      will receive a severance agreement and change of control in the form
      attached to this offer letter.

            


    

     

    
      	
              ·

            	
              Your
      effective date for insurance coverage (medical, dental, vision, life,
      accidental death/ dismemberment, short-term disability, and long-term
      disability) will coincide with your date of
  hire.

            


    

     

    
      	
              ·

            	
              You
      will be eligible to participate in the Company’s 401(k) Profit Sharing
      Plan on the 1st
      day of your seventh month, the month following 6 months of service with
      the Company. The Company matches 50 cents on every dollar of eligible
      contributions up to 8%. Vesting schedules
apply.

            


    

     

    
      	
              ·

            	
              You
      will be eligible to participate in the Company’s Employee Stock Ownership
      Plan (ESOP) after one year of service based on the provisions of that
      plan.

            


    

     

    
      	
              ·

            	
              You
      will receive 4 weeks of vacation during the first year and subsequent
      years of employment.

            


    

     

    
      	
              ·

            	
              You
      will be reimbursed for reasonable living and transportation expenses in
      the Providence, RI area while you continue to keep your primary residence
      in Richmond, VA.

            


    

     

    
      	
              ·

            	
              Subject
      to approval by the Nominating and Governance Committee and the Company’s
      Board of Directors in accordance with the Company’s Bylaws, it is
      anticipated that you will be appointed to the Company’s Board of Directors
      to serve as a [Class III] director beginning on your date of hire until
      the Company’s annual meeting of stockholders in [2008] or your earlier
      death, resignation or removal from the Board of Directors.  In
      your role as a member of the Board of Directors, you will be expected to
      attend all meetings of the Board of Directors and general meetings of the
      Company’s stockholders and such other meetings relating to the Company as
      it is appropriate for you to attend for the performance of your role.
      Class III directors are elected in December, 2008 by the Shareholders for
      3 year terms.

            


    

     

    
      	
              ·

            	
              As
      the Company’s chief executive officer and as a Director, you will be
      required to comply with the reporting and trading requirements of
      Section 16 of the Securities Exchange Act of 1934 and the Company’s
      stock trading policy. Additional information regarding the requirements of
      that Act and the Company’s internal compliance procedures will be provided
      to you during your orientation.

            


    

     

    A new
hire orientation will be scheduled for you to attend within your first week of
employment in Dayville, CT. Please bring two forms of identification with you
for I-9 verification. For benefits enrollment, you will also need to furnish, if
applicable, the social security numbers and birth dates for all dependents
(including your spouse, if applicable). For retirement plans and life insurance
purposes, you will need to provide current address information for all
beneficiaries. You will be subject to all other Company policies and procedures
applicable to all employees of our organization, including the Company’s
Standards of Business Ethics.

     

    The
Company is an equal opportunity employer and complies with all laws applicable
to employers.  The Company also is an “at will” employer. This means
that your employment is for no definite period of time and may be terminated at
any time by you or the company with or without cause for any lawful reason. The
“at will” status of your employment can be modified only by a written individual
contract signed by you and the Chair of the Board of Directors of the Company.
This letter states the full terms of our offer of employment and supersedes all
previous offers or other communications by any representative of the company
regarding the terms of your employment.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If you
agree with the terms of employment described above, please execute and return to
the undersigned a copy of this letter no later than August 29,
2008.  We look forward to you joining the Company and are confident
your skills and expertise will make an immediate contribution to the growth of
our company.

    


     

    


    


    Sincerely,

    


    


    /s/
Thomas B. Simone

    


    Thomas
B. Simone

    Chair
of the Board

    


    


    


    
      	
              /s/
      Steven L. Spinner

            	
              8/27/08

            
	
              ______________________________

            	
              _______________

            
	
              Signature : Steven
      L. Spinner

            	
              Date

            


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
A

        

      

    


    


    SEVERANCE
AGREEMENT

    


    


    THIS SEVERANCE AGREEMENT
(“Agreement”) is effective as of ____16___, 2008, and is
made by and between United Natural Foods, Inc., a Delaware corporation (the
“Company”), and Steven Spinner (“Employee”).  For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
including without limitation the Employee’s willingness to continue his
employment with the Company and the other obligations of the parties hereunder,
the parties hereby agree as follows:

    


    1.           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.

     

    (c)           the
term “Cause” shall mean (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 material breach of Section 6 of this
Agreement.

     

    (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 the greater of 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 Stock 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 long term disability
provisions of the United Natural Foods Employee Welfare Benefit Plan, or any
successor long term disability plan (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, the Company’s Employee Stock
Ownership 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 2004 Equity Incentive Plan.

     

    (h)           the
term the “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
current duties, 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) a relocation
more than fifty miles from the Company’s Dayville, Connecticut offices; (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 existing plans of any type; provided
that a Company-wide reduction or elimination of such plans shall not be a
violation of this Section (v); 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.           In
the event (a) the Employee is terminated for reasons other than Cause, death or
Disability or (b) the Employee resigns for Good Reason, then the Company shall
pay to the Employee (i) within ten (10) days following his termination of
employment any unpaid base salary and accrued and unpaid vacation as of the date
of such termination or resignation and (ii), at such time as it would have been
paid if the Employee had not been terminated, any bonus in respect of the prior
year which has not been paid (collectively such unpaid base salary, accrued
vacation and bonuses, the “Accrued Payments”), and subject to the provisions of
Section 8 below, the Company shall also continue to pay Employee’s base salary,
subject to applicable withholding and deductions, and provide Employee and his
eligible dependents with medical benefits in effect as of the date of such
termination or resignation for a period of one (1) year following the
termination of Employee’s employment.  In addition, solely in the
event of a termination without Cause, (A) the Company shall pay Employee (x) a
pro rata bonus (based on the number of full calendar months elapsed in the
fiscal year of termination) for the year of termination, payable at such time as
such bonus normally would be paid if the Employee’s employment had not
terminated (the “Pro-Rata Bonus”), and (y) an amount equal to the pro rata
portion (based on the number of full calendar months elapsed in the fiscal year
of termination) of the unvested balance of the Employee Stock Ownership Plan
which would vest on the next anniversary date following the date of the
Employee’s termination, and (B) a pro rata portion (based on the number of full
calendar months elapsed in the fiscal year of termination) of (i) the stock
options awarded to the Employee not previously exercisable and vested which
would otherwise become exercisable on the next anniversary date following the
date of the Employee’s termination of employment, shall become fully vested and
exercisable, and (ii) any Restricted Stock granted to Employee under any Equity
Plan which is still subject to restrictions, that would have otherwise vested or
had restrictions thereon removed on the next anniversary date following the date
of the Employee’s termination, shall become vested and/or have any restrictions
thereon removed, as the case may be.  The foregoing notwithstanding,
if the Employee is a “specified employee” of the Company (within the meaning of
Section 409A of the Internal Revenue Code and its regulations and other guidance
(“Section 409A”)), any payment that would otherwise be made pursuant to this
Section 2 or Section 4 below during the six-month period beginning on the date
of termination of employment that constitutes “nonqualified deferred
compensation” within the meaning of Section 409A shall be accrued and paid on
the date that is six months and one day after the date of Employee’s “separation
of service” with the Company (within the meaning of Section 409A of the Code)
or, if earlier, the Employee’s date of death, and no interest or other
adjustments shall be made to reflect the delay in payment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           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 Payments; 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.

     

    4.           In
the event (a) the Employee is terminated for reasons other than Cause, death or
Disability or (b) the Employee resigns for Good Reason, and such termination or
resignation takes place on or within one (1) year after the Change in Control
Date, then, in lieu of the compensation and benefits set forth in Section 2
hereof, and subject to any limitation imposed under applicable law and Section 8
of this Agreement, Employee shall receive, (i) the Accrued Payments, within ten
(10) days following the termination of Employee’s employment, (ii) a lump sum
payment equal to (x) three (3) times the Employee’s base salary plus (y) an
amount equal to the average annual bonus paid to the Employee over the three
years prior to the termination of employment (in the event the employee has not
yet received three bonuses, then the average of the bonuses he has received, and
if he has not received any bonuses as of the time of the termination of his
employment, then the Employee’s target bonus), which shall be paid within sixty
(60) days of such termination or resignation, (iii) the Pro-Rata bonus, payable
at such time such bonus normally would be paid if the Employee had not been
terminated, and (iv) an amount equal to any unvested account balance Employee
has under the Employee Stock Ownership Plan.  In addition, (A) any and
all Options awarded to the Employee not previously exercisable and vested shall
become fully vested and exercisable, (B) all restrictions shall lapse on and
Employee shall become fully vested in all rights to restricted stock granted to
Employee under any Equity Plan, and (C) the Company shall continue to provide
Employee and his eligible dependents with medical benefits in effect as of the
date of such termination or resignation for a period of three (3) years
following the termination of his employment.

     

    The
foregoing notwithstanding, if the Employee is a “specified employee” of the
Company (within the meaning of Section 409A, any payment, subject to the next
succeeding sentence of this paragraph, that would otherwise be made pursuant to
this Section 4 during the six-month period beginning on the date of termination
of employment that constitutes “nonqualified deferred compensation” within the
meaning of Section 409A shall be accrued and paid on the date that is six months
and one day after the date of Employee’s “separation of service” with the
Company (within the meaning of Section 409A of the Code) or, if earlier, the
Employee’s date of death, and no interest or other adjustments shall be made to
reflect the delay in payment.  In addition to the foregoing provisions
of this Section 4, in the event that the Change in Control that triggers
payments and benefits under this Section 4 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 one year of base salary under Section 4(i) shall be made in
the form of salary continuation over a period one (1) year rather than as a
single lump sum and the remainder shall be paid as a lump sum in accordance with
the requirements of this Section 4.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.           In
the event that any payments or benefits that are paid or payable to or for the
benefit of the Employee pursuant to this Agreement or the offer letter between
the Corporation and the Employee dated August __, 2008 (the “Offer Letter”)
would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended from time to time (the “Code”), the Executive
shall be entitled to receive an additional payment (a “280G Gross-Up
Payment”) determined in accordance with Exhibit A
hereto.

     

    6.           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.

     

    7.           Employee
covenants with the Company as follows (as used in this Section 7, “Company”
shall include the Company and its subsidiaries and affiliates):

     

    (a)           Employee
shall not knowingly use for Employee’s own benefit or disclose or reveal to any
unauthorized person, 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, (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.

     

    (b)           During
the term of employment, and for a period of one year following termination of
such employment for any reason, 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 the following companies, that include
Tree of Life or any of its subsidiaries, Nature’s Best, C&S Distributors or
any other company which is a direct competitor of the Company 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 one-year period Employee shall not act to
induce any of the Company’s vendors, customers or employees to take action 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 6(a) herein, and which are made, conceived or reduced to practice by
Employee during Employee’s employment by the Company and within one 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.

     

    (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)           Employee
recognizes that the possible restrictions on Employee’s activities which may
occur as a result of Employee’s performance of Employee’s obligations under this
Agreement are required for the reasonable protection of the Company and its
investments, and Employee expressly acknowledges that such restrictions are fair
and reasonable for that purpose.  Employee further expressly
acknowledges that damages alone will be an inadequate remedy for any breach or
violation of any of the provisions of this Agreement, and that the Company, in
addition to all other remedies hereunder, shall be entitled, as a matter of
right, to injunctive relief, including specific performance, with respect to any
such breach or violation or threatened breach or violation, in any court of
competent jurisdiction.  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.  Employee expressly agrees that all payments and benefits
due Employee under this Agreement shall be subject to Employee’s compliance with
the provisions set forth in this Section 6.

     

    (f)           Except
with respect to any shorter term as expressly provided herein, this Section 6
shall survive the expiration or earlier termination of Employee’s relationship
with the Company for a period of ten (10) years.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.           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
Employee shall not be required to release (i) any rights the Employee has under
this Agreement or during the term of his employment under the Offer Letter, (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 Internal Revenue 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.

     

    9.           The
Employee shall not be required to seek alternative employment during any period
in which he receives payments or benefits under Sections 2 or 4 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 6 of this Agreement.

     

    10.           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 Connecticut, and its validity, interpretation, performance, and enforcement
shall be governed by the laws of said State.  This Agreement, together
with the provisions of the Offer Letter setting forth the compensation and
benefits to which you are entitled while you are employed by the Company,
contain 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.

     

    


     

    


    [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.                                                                                        Employee

    


    


    By 
/s/ Thomas B.
Simone      
                                                                                By
/s/ Steven L.
Spinner    

     

    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    EXCISE
TAX GROSS-UP

    


    1)           Gross-Up Payment - If any
payment or benefit received or to be received by the Employee from the Company
pursuant to the terms of Section 4 of the Agreement to which this Exhibit A is
attached or otherwise (the “Payments”)
would be subject to the excise tax (the “Excise
Tax”) imposed by Code Section 4999 as determined in accordance with this
Exhibit A, the Company shall pay the Employee, at the time specified below, an
additional amount (the “Gross-Up
Payment”) such that the net amount that the Employee retains, after
deduction of the Excise Tax on the Payments and any federal, state, and local
income tax upon the Gross-Up Payment (but not upon the Payments) and the Excise
Tax upon the Gross-Up Payment, and any interest, penalties, or additions to tax
payable by the Employee with respect thereto, shall be equal to the total
present value (using the applicable federal rate (as defined in section 1274(d)
of the Code) in such calculation) of the Payments at the time such Payments are
to be made. 

     

    2)           Calculations - For purposes of
determining whether any of the Payments shall be subject to the Excise Tax and
the amount of such excise tax,

     

    
      	
               
      

            	
              The
      total amount of the Payments shall be treated as “parachute payments”
      within the meaning of section 280G(b)(2) of the Code, and all “excess
      parachute payments” within the meaning of section 280G(b))(1) of the Code
      shall be treated as subject to the excise tax, except to the extent that,
      in the written opinion of independent counsel selected by the Company and
      reasonably acceptable to the Employee (“Independent
      Counsel”), a Payment (in whole or in part) does not constitute a
      “parachute payment” within the meaning of section 280G(b)(2) of the Code,
      or such “excess parachute payments” (in whole or in part) are not subject
      to the Excise Tax;

            


    

     

    
      	
               
      

            	
              The
      amount of the Payments that shall be subject to the Excise Tax shall be
      equal to the lesser of (i) the total amount of the Payments or (ii) the
      amount of “excess parachute payments” within the meaning of section
      280G(b)(l) of the Code (after applying clause (a), above);
    and

            


    

     

    
      	
               
      

            	
              The
      value of any noncash benefits or any deferred payment or benefit shall be
      determined by Independent Counsel in accordance with the principles of
      section 280G(d)(3) and (4) of the
Code.

            


    

     

    3)           Tax Rates - For purposes of
determining the amount of the Gross-Up Payment, the Employee shall be deemed to
pay federal income taxes at the highest marginal rates of federal income
taxation applicable to individuals in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at the highest marginal
rates of taxation applicable to individuals as are in effect in the state and
locality of the Employee’s residence in the calendar year in which the Gross-Up
Payment is to be made, net of the maximum reduction in federal income taxes that
can be obtained from deduction of such state and local taxes, taking into
account any limitations applicable to individuals subject to federal income tax
at the highest marginal rates, including, but not limited to, any alternative
minimum tax restrictions resulting solely from the Employee’s Compensation from
the Employer which limit the Employee’s ability to deduct State and local
taxes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4)           Time of Gross-Up Payments -
The Gross-Up Payments provided for in this Exhibit A shall be made upon the
earlier of (a) the payment to the Employee of any Payment or (b) the imposition
upon the Employee, or any payment by the Employee, of any Excise Tax; provided
that all such Gross-Up Payments shall be made prior to the end of the Employee’s
taxable year next following the taxable year in which the taxes are remitted to
the taxing authority.

     

    5)           Adjustments to Gross-Up
Payments - If it is established pursuant to a final determination of a
court or an Internal Revenue Service proceeding or the written opinion of
Independent Counsel that the Excise Tax is less than the amount previously taken
into account hereunder, the Employee shall repay the Company, within 30 days of
his receipt of notice of such final determination or opinion, the portion of the
Gross-Up Payment attributable to such reduction (plus the portion of the
Gross-Up Payment attributable to the Excise Tax and federal, state, and local
income tax imposed on the Gross-Up Payment being repaid by the Employee if such
repayment results in a reduction in Excise Tax or a federal, state, and local
income tax deduction) plus any interest received by the Employee on the amount
of such repayment, provided that if any such amount has been paid by or on
behalf of the Employee as an Excise Tax or other tax, the Employee shall
cooperate with the Company in seeking a refund of any tax overpayments, and the
Employee shall not be required to make repayments to the Company until the
overpaid taxes and interest thereon are refunded to the Employee.

     

    6)           Additional Gross-Up Payment -
If it is established pursuant to a final determination of a court or an Internal
Revenue Service proceeding or the written opinion of Independent Counsel that
the Excise Tax exceeds the amount taken into account hereunder (including by
reason of any payment the existence or amount of which cannot be determined at
the time of the Gross-Up Payment), the Company shall make an additional Gross-Up
Payment in respect of such excess within 30 days of the Company’s receipt of
notice of such final determination or opinion.

     

    7)           Change In Law or
Interpretation - In the event of any change in or further interpretation
of Section 280G or 4999 of the Code and the regulations promulgated thereunder,
the Employee shall be entitled, by written notice to the Company, to request a
written opinion of Independent Counsel regarding the application of such change
or further interpretation to any of the foregoing, and the Company shall use its
best efforts to cause such opinion to be rendered as promptly as
practicable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8)           Fees And Expenses - All fees
and expenses of Independent Counsel incurred in connection with this Exhibit A
shall be borne by the Company.

     

    9)           Survival - The Company’s
obligation to make a Gross-Up Payment with respect to Payments made or accrued
prior to the termination of Employee’s employment shall survive such
termination.

     

    10)           Defined Terms - Except where
clearly provided to the contrary, all capitalized terms used in this Exhibit A
shall have the definitions given to those terms in the Agreement to which this
Exhibit A is attached.

     

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    


    


    


    
 

    


    [*CONFIDENTIAL*]