Exhibit 10.66


 


United
Natural Foods, Inc.


(the “Company”)


 


Summary of
Director and Executive Officer Compensation


 


I.             
Director Compensation. 
Directors who are employees of the Company, with the exception of the Chairman
of the Board, Michael Funk, do not receive additional compensation for serving
as directors of the Company.  Mr. Funk receives an annual salary of
$125,000 in recognition of his duties as an executive advisor and Chair of the
Board, and does not receive additional compensation in the form of a retainer
or meeting fees.  The following table
sets forth current rates of cash compensation for the Company’s non-employee
directors.


 


Retainers
and Fees


 


	
  Board retainer (other than
  Vice Chair/Lead independent director)

  	
   

  	
  $30,000

  
	
  Vice Chair/Lead
  independent director retainer

  	
   

  	
  $75,000

  
	
  Board meeting fee

  	
   

  	
  $2,200 (in person); $1,100 (telephonic)

  
	
  Compensation, Nominating
  and Governance and Finance committee meeting fee

  	
   

  	
  $1,100

  
	
  Audit committee meeting
  fee

  	
   

  	
  $1,700

  
	
  Compensation, Nominating
  and Governance and Finance committee chairs’ retainers

  	
   

  	
  $8,000

  
	
  Audit committee chair
  retainer

  	
   

  	
  $15,000

  



 


In addition to the cash compensation set forth above, each non-employee
director has historically received a grant of non-qualified stock options and a
grant of restricted stock units annually.  The non-employee directors are
also eligible to participate in the United Natural Foods Deferred Compensation
Plan, which is a nonqualified deferred compensation plan administered by the
Compensation Committee of the Board of Directors (the “Committee”). Under the
Deferred Compensation Plan, each non-employee director participant may elect to
defer a minimum of $1,000 and a maximum of 100% of the director fees earned by
such participant in a calendar year and between 0% and 100% of such director’s
compensation from restricted stock units.


 


II.           
Executive Officer Compensation.  The following table
sets forth the current base salaries and fiscal 2010 cash incentive awards for
each of the Company’s executive officers that (i) were identified as “named
executive officers” in the Company’s proxy statement mailed to the Company’s
shareholders in connection with the Company’s 2009 annual meeting of
shareholders (the “2009 Proxy Statement”) that remain employed by the Company;
or (ii) the Company currently expects will be identified as “named
executive officers” in the Company’s proxy statement that will be mailed to the
Company’s shareholders in connection with the Company’s 2010 annual meeting of
shareholders (the “2010 Proxy Statement”) that are currently employed by the
Company:


 


	
  Executive Officer

  	
   

  	
  Base Salary for

  Fiscal 2011

  	
   

  	
  Fiscal 2010

  Cash Incentive Payout

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Steven L. Spinner

  	
   

  	
  $

  	
  798,250

  	
   

  	
  $

  	
  456,320

  	
   

  
	
  Mark E. Shamber

  	
   

  	
  $

  	
  360,500

  	
   

  	
  $

  	
  207,305

  	
   

  
	
  Joseph J. Traficanti

  	
   

  	
  $

  	
  336,000

  	
   

  	
  $

  	
  188,622

  	
   

  
	
  Kurt Luttecke

  	
   

  	
  $

  	
  303,850

  	
   

  	
  $

  	
  194,700

  	
   

  
	
  John Stern

  	
   

  	
  $

  	
  297,052

  	
   

  	
  $

  	
  159,860

  	
   

  



 


On September 2, 2010,
the Committee determined that the Company’s earnings before interest and taxes
and return on average total capital for the period from November 5, 2008
through July 31, 2010 (the “Performance Period”)  exceeded the
performance targets previously established by the Committee with respect to the
50,000 performance 


 

















 


units awarded to Steven L.
Spinner on November 5, 2008, which award could be increased by up to
50,000 units in the event that the Company exceeded the established performance
targets.  After reviewing the Company’s financial performance in
comparison to the targets established for the performance units, the Committee
approved the vesting of 50,175 of the performance units effective as of the
last day of the Performance Period and the resulting issuance of 50,175 shares
of the Company’s common stock to Mr. Spinner effective as of the last day
of the Performance Period.  The value of
this issuance was $1,692,403 based on the closing price of our common stock on July 30,
2010.


 


In addition, on September 2,
2010, the Committee approved a cash incentive program which is intended to
provide a performance-based cash incentive opportunity to the Company’s senior
officers, including, among other officers, the Company’s chief executive
officer, chief financial officer, general counsel, senior vice president of
national operations, the senior vice president and chief human resources officer,
and the “named executive officers” referenced above. The performance awards are
based on achievement of Committee-approved, one-year Company financial
performance goals as well as other criteria specific to the individual for the
2011 fiscal year. Actual awards can range from zero to 100% of a participant’s
base salary. The Committee will administer and make all determinations under
the cash incentive program.


 


The Company’s named executive officers, among other officers, also
participate in the Company’s equity incentive plans and will continue to
receive long-term incentive awards pursuant to the Company’s stockholder
approved equity incentive plans.


 


III.          
Additional Information.  The foregoing information is summary
in nature.  Additional information regarding director and named executive
officer compensation will be provided in the Company’s proxy statement to be
filed in connection with the 2010 annual meeting of shareholders.