Exhibit 10.70


 


UNITED NATURAL FOODS, INC.


 


2004 EQUITY INCENTIVE PLAN


 


RESTRICTED UNIT AGREEMENT


 


This
Restricted Unit Agreement (this “Agreement”) effective as of _______________,
between United Natural Foods, Inc. (the “Company”) and _________ (“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 _______________.


 


(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, ____ 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

  



 


(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.


 


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.


 


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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:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Mark
  E. Shamber

  
	
   

  	
   

  	
  Senior
  Vice President,

  
	
   

  	
   

  	
  Chief
  Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  
				



 


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