ex10-62.htm


    Exhibit
10.62

    


    


    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.

    


    


    UNITED
NATURAL FOODS, INC.

    2004
EQUITY INCENTIVE PLAN

    


    PERFORMANCE
UNIT AGREEMENT

    


     

    This
Performance Unit Agreement (this “Agreement”) effective as of November 5, 2008,
between United Natural Foods,
Inc. (the “Company”) and Steven L. Spinner (the
“Participant”), who is an employee of the Company, 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)

            	
              Participant, solely for
      purposes of this Agreement, means the employee designated
      above.

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

            	
              Performance Period means
      the period beginning on November 5, 2008 and ending on August 1,
      2010.

            


    

     

    
      	
               
      

            	
              (d)

            	
              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.

            


    

     

    
      	
               
      

            	
              (e)

            	
              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, 50,000 Performance Units, provided
that, to the extent that the Participant vests in greater than one hundred
percent (100%) of the Performance Units (as provided in Section 4 of this
Agreement), additional Performance Units will be paid to the
Participant.  A Performance Unit does not represent an equity interest
in the Company and carries no voting or dividend rights.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3.

            	
              Vesting.

            


    

     

    
      	
               
      

            	
              (a)

            	
              To
      the extent that 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) below, to the extent
      that such Performance Criteria have not been satisfied as of the last day
      of the Performance Period, any Performance Units awarded under this
      Agreement that do not vest 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) the extent to which the
      Performance Criteria and all other material terms of this Agreement have
      been met.

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      the event the Participant’s employment with the Company or any of its
      Subsidiaries is terminated for any reason within twelve months after the
      Company obtains actual knowledge that a Change in Control has occurred,
      the Participant shall vest in the 50,000 Performance Units granted under
      Section 2 of this Agreement (and, for the avoidance of doubt, no
      additional Performance Units in which the Participant may be entitled to
      vest in accordance with the Performance Criteria) and his rights to such
      Performance Units shall become nonforfeitable as of the date on which his
      employment is terminated.

            


    

     

    
      	
               
      

            	
              4.

            	
              Performance
      Criteria.

            


    

     

    The
Performance Criteria are set forth in Exhibit A to this Agreement.

     

    
      	
               
      

            	
              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 the Performance Period
  ends.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      the Participant dies after vesting pursuant to Section 3 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) 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.

     


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              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 to the extent 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 adversely affects 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.

     

    
      	
               
      

            	
              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.

     


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              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.

     


    
      
         


      

      
        -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:

            	
              /s/  Mark E.
      Shamber       
      

            
	 
      	
              Title:

            	
              Vice
      President, Chief Financial

            
	 
      	 
      	
              Officer
      and Treasurer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              ___/s/  Steven
      L. Spinner___________

            
	 
      	
              Steven
      L. Spinner

            


    


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    PERFORMANCE
CRITERIA

    


    


    


    


    


    


    


    


    [*CONFIDENTIAL*]