Exhibit
10.71


 


UNITED NATURAL FOODS, INC.


 


NON-STATUTORY STOCK OPTION AGREEMENT


 


1.             Grant of Option.  United Natural Foods, Inc., a Delaware
corporation (the “Company”),
hereby grants to                 
(the “Grantee”) an option,
pursuant to the Company’s 2002 Stock Incentive Plan (the “Plan”), to purchase an aggregate of              
shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Company at a price of $        
per share, purchasable as set forth in and subject to the terms and conditions
of this option and the Plan.  Except in
the preceding sentence and where the context otherwise requires, the term “Company” shall include the parent and all
present and future subsidiaries of the Company as defined in Sections 424(e) and
424(f) of the Internal Revenue Code of 1986, as              
amended or replaced from time to time (the “Code”).  All capitalized terms that are used in this
Agreement without definition, shall have the meanings set forth in the Plan.


 


2.             Non-Statutory Stock Option.  This option is not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.


 


3.             Exercise of Option and
Provisions for Termination.


 


(a)           Vesting Schedule.  Except as otherwise provided in this
Agreement, this option may be exercised prior to the tenth anniversary of the
date of grant (hereinafter the “Expiration
Date”) in installments as to not more than the number of shares set
forth in the table below during the respective installment periods set forth in
the table below.


 


	
  Exercise Period

  	
   

  	
  Number of

  Shares as to which

  Option is Exercisable

  	
   

  
	
  On
  or after                          ,      

  but prior to                          ,      

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On
  or after                          ,      

  but prior to                          ,      

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On
  or after                          ,      

  but prior to                          ,      

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On
  or after                          ,      

  but prior to                          ,      

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On
  or after                          ,      

  	
   

  	
  —

  	
   

  



 


The
right of exercise shall be cumulative so that if the option is not exercised to
the maximum extent permissible during any exercise period, it shall be
exercisable, in whole or in part, with respect to all shares not so purchased
at any time prior to the Expiration Date or the earlier termination of this
option.  This option may not be exercised
at any time on or after the Expiration Date, except as otherwise provided in
Sections 3(d) and (e) below.


 


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(b)           Exercise Procedure.  Subject to the conditions set forth in this
Agreement, this option shall be exercised by the Grantee’s delivery of written
notice of exercise to the Treasurer of the Company, specifying the number of
shares to be purchased and the purchase price to be paid therefor and
accompanied by payment in full in accordance with Section 4.  Such exercise shall be effective upon receipt
by the Treasurer of the Company of such written notice together with the
required payment.  The Grantee may
purchase less than the number of shares covered hereby, provided that no
partial exercise of this option may be for any fractional share or for fewer
than ten whole shares.


 


(c)           Continuous Employment
Required.  Except as
otherwise provided in this Section 3, this option may not be exercised
unless the Grantee, at the time he or she exercises this option, is, and has
been at all times since the date of grant of this option, an employee of the
Company.  For all purposes of this option,
(i) “employment” shall be
defined in accordance with the provisions of Section 1.421-1(h) of
the Income Tax Regulations or any successor regulations, and (ii) if this
option shall be assumed or a new option substituted therefor in a transaction
to which Section 424(a) of the Code applies, employment by such
assuming or substituting corporation (hereinafter called the “Successor Corporation”) shall be
considered for all purposes of this option to be employment by the Company.


 


(d)           Exercise Period Upon Termination
of Employment.  If the
Grantee ceases to be employed by the Company for any reason, then, except as
provided in paragraphs (e) and (f) below, the right to exercise
this option shall terminate 90 days after such cessation (but in no event after
the Expiration Date); provided  that this option shall be
exercisable only to the extent that the Grantee was entitled to exercise this
option on the date of such cessation. 
Notwithstanding the foregoing, if the Grantee, prior to the Expiration
Date, materially violates the non-competition or confidentiality provisions of
any employment contract, confidentiality and nondisclosure agreement or other
agreement between the Grantee and the Company, the right to exercise this
option shall terminate immediately upon written notice to the Grantee from the
Company describing such violation.


 


(e)           Exercise Period Upon Death
or Disability.  If the
Grantee dies or becomes disabled (within the meaning of Section 22(e)(3) of
the Code) prior to the Expiration Date while he or she is an employee of the
Company, or if the Grantee dies within 90 days after the Grantee ceases to be
an employee of the Company (other than as the result of a discharge for “cause”
as specified in paragraph (f) below), this option shall be
exercisable, within the period of one year following the date of death or
disability of the Grantee (but in no event after the Expiration Date), by the
Grantee or by the person to whom this option is transferred by will or the laws
of descent and distribution, provided  that this option shall be
exercisable only to the extent that this option was exercisable by the Grantee
on the date of his or her death or disability. 
Except as otherwise indicated by the context, the term “Grantee”, as used in this option, shall be
deemed to include the estate of the Grantee or any person who acquires the
right to exercise this option by bequest or inheritance or otherwise by reason
of the death of the Grantee.


 


(f)            Discharge for Cause.  If the Grantee, prior to the Expiration Date,
is discharged by the Company for “cause” (as defined below), the right to
exercise this option shall terminate immediately upon such cessation of
employment.  “Cause” shall mean willful 


 


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misconduct
in connection with the Grantee’s employment or willful failure to perform his
or her employment responsibilities in the best interests of the Company
(including, without limitation, breach by the Grantee of any provision of any
employment, nondisclosure, non-competition or other similar agreement between
the Grantee and the Company), as determined by the Company, which determination
shall be conclusive.  The Grantee shall
be considered to have been discharged “for cause” if the Company determines,
within 30 days after the Grantee’s resignation, that discharge for cause was
warranted.


 


(g)           Termination of Employment
After a Change in Control. 
Notwithstanding the provisions of paragraphs (d), (e) and (f) above,
if, within three months after the Company obtains actual knowledge that a
Change in Control (as defined in the Plan) has occurred, the Grantee’s
employment with the Company ceases for any reason, the Grantee may exercise
this option in full, notwithstanding any limitation on the exercise of this
option, at any time within three months after such cessation of employment.


 


4.             Payment of Purchase Price.  The payment of the purchase price for shares
of Common Stock purchased upon exercise of this option shall be made in
accordance with one or more of the following permissible methods:


 


(a)           by money order,
cashier’s check, or certified check;


 


(b)           by the Grantee’s
(a) irrevocable instructions to the Company to deliver the Shares issuable
upon exercise of the Option promptly to the broker for the Grantee’s account
and (b) irrevocable instruction letter to the broker to sell Shares
sufficient to pay the exercise price and upon such sale to deliver the exercise
price to the Company, provided that at the time of such exercise, such exercise
would not subject the Grantee to liability under Section 16(b) of the
Exchange Act, or would be exempt pursuant to Rule 16b-3 promulgated under
the Exchange Act or any other exemption from such liability. The Company shall
deliver an acknowledgment to the broker upon receipt of instructions to deliver
the Shares. The Company shall deliver the Shares to the broker upon the
settlement date. The broker shall deliver to the Company cash sale proceeds
sufficient to cover the exercise price upon receipt of the Shares from the
Company.


 


(c)           by the tender
of Shares already owned by the Grantee to the Company, or by the attestation to
the ownership of the Shares that otherwise would be tendered to the Company in
exchange for the Company’s reducing the number of Shares that it issues to the
Grantee by the number of Shares necessary for payment in full of the exercise
price for the Shares so purchased;


 


1.                                      Shares tendered
or attested to in exchange for Shares issued under the Plan must be held by the
Grantee for at least six months prior to their tender or their attestation to
the Company. The Committee shall determine acceptable methods for tendering or
attesting to Shares to exercise an Option under the Plan, and may impose such
limitations and prohibitions on the use of Shares to exercise Options as it
deems 


 


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appropriate. For purposes of determining the amount
of the exercise price satisfied by tendering or attesting to Shares, such
Shares shall be valued at their Fair Market Value on the date of tender or
attestation, as applicable. Except as provided in this paragraph, the date of
exercise shall be deemed to be the date that the notice of exercise and payment
of the exercise price are received by the Committee. For exercise pursuant to
Section 10(a)(2)(iv) of the Plan, the date of exercise shall be
deemed to be the date that the notice of exercise is received by the Committee.


 


(d)           Or a
combination of the above.


 


5.             Delivery of Shares;
Compliance With Securities Laws, Etc.


 


(a)           General.  The Company shall, upon payment of the option
price for the number of shares purchased and paid for, make prompt delivery of
such shares to the Grantee, provided  that if any law or
regulation requires the Company to take any action with respect to such shares
before the issuance thereof, then the date of delivery of such shares shall be
extended for the period necessary to complete such action.


 


(b)           Listing, Qualification, Etc.  This option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject hereto upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body, or that the disclosure of non-public
information or the satisfaction of any other condition is necessary as a
condition of, or in connection with, the issuance or purchase of shares
hereunder, this option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, disclosure or
satisfaction of such other condition shall have been effected or obtained
on terms acceptable to the Board of Directors. 
Nothing herein shall be deemed to require the Company to apply for,
effect or obtain such listing, registration, qualification or disclosure, or to
satisfy such other condition.


 


6.             Nontransferability of Option.  This option is personal and no rights granted
hereunder may be transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) nor shall any such rights be subject
to execution, attachment or similar process, other than in accordance with the
terms of the Plan.  Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this option or of
such rights contrary to the provisions of the Plan, or upon the levy of any
attachment or similar process upon this option or such rights, this option and
such rights shall, at the election of the Company, become null and void.


 


7.             No Special Employment Rights.  Nothing contained in the Plan or this option
shall be construed or deemed by any person under any circumstances to bind the
Company to continue the employment of the Grantee for the period within which
this option may be exercised.


 


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8.             Rights as a Stockholder.  The Grantee shall have no rights as a
stockholder with respect to any shares which may be purchased by exercise of
this option (including, without limitation, any rights to receive dividends or
non-cash distributions with respect to such shares) unless and until a
certificate representing such shares is duly issued and delivered to the
Grantee.  No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.


 


9.             Withholding Taxes.  The Company’s obligation to deliver shares
upon the exercise of this option shall be subject to the Grantee’s satisfaction
of all applicable federal, state and local income and employment tax
withholding requirements.


 


10.          Miscellaneous.


 


(a)           Subject to the restrictions
contained in the Plan, the Committee may waive any conditions or rights under,
amend any terms of, or alter, suspend, discontinue, cancel or terminate, this
option, prospectively or retroactively; provided that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination
that would adversely affect the rights of the Grantee shall not to that extent
be effective without the consent of the Grantee.


 


(b)           All notices under this
option shall be mailed or delivered by hand to the parties at their respective
addresses set forth beneath their names below or at such other address as may
be designated in writing by either of the parties to one another.


 


(c)           The Grantee hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by all the
terms and provisions thereof.  The terms
of this Agreement are governed by the terms of the Plan, and in the case of any
inconsistency between the terms of this Agreement and the terms of the Plan,
the terms of the Plan shall govern.


 


(d)           This option shall be
governed by and construed in accordance with the laws of the State of Delaware,
excluding any conflicts or choice of law, rules or principals that might
otherwise refer construction or interpretation of any provisions of this
Agreement to the substantive law of any other jurisdiction.


 


(e)           Any dispute or disagreement
which may arise under, or as a result of, or in any way related to, the interpretation,
construction or application of this Agreement shall be determined by the
Committee.  Any determination made
hereunder shall be final, binding and conclusive on the Grantee and the Company
for all purposes.


 


(f)            This Agreement shall inure
to the benefit of and be binding upon any successor to the Company.  This Agreement shall inure to the benefit of
the Grantee’s legal representative.  All
obligations imposed upon the Grantee and all rights granted to the Company
under this Agreement shall be binding upon the Grantee’s heirs, executors,
administrator and successors.


 


[Signature Page Follows]


 


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  Date
  of Grant:                        ,       

  	
   

  
	
                     

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  UNITED
  NATURAL FOODS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Mark
  E. Shamber

  
	
   

  	
   

  	
  SVP,
  CFO and Treasurer

  
	
   

  	
   

  	
  313
  Iron Horse Way

  
	
   

  	
   

  	
  Providence
  RI 02908

  



 


Grantee’s
Acceptance:


 


The
undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof.  The undersigned
hereby acknowledges receipt of a copy of the Company’s 2002 Stock Incentive
Plan.


 


	
   

  	
  GRANTEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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