EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “ Agreement ”), dated as of October 28, 2016 (the “ Effective Date ”), is by and among United Natural Foods, Inc., a Delaware corporation (the “ Company ”) and Steven L. Spinner (the “ Employee ”).

W I T N E S S E T H:

WHEREAS , the Company desires to continue to retain Employee to act as its President and Chief Executive Officer and upon election by the Company’s Board of Directors to act as its Chairman, upon the terms and conditions contained in this Agreement; and

WHEREAS , Employee desires to serve in such capacities, upon the terms and conditions contained in the Agreement.

NOW, THEREFORE , in consideration of the foregoing recitals, the mutual promises and covenants set forth below and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Employee do hereby agree as follows:

1. Employment; Position; Duties; Full-Time Status .

1.1.      Position . The Company hereby agrees to employ the Employee and the Employee hereby accepts employment with the Company as its President and Chief Executive Officer, upon the terms and subject to the conditions set forth herein. In addition, the Company will use its reasonable best efforts to cause the Employee to be elected to be a member of the Company’s Board of Directors and, from and after December 15, 2016, to serve as its Chairman.

1.2     Duties . The Employee shall perform and discharge faithfully the duties and responsibilities which may be assigned to the Employee from time to time in connection with the conduct of the Company’s business. The Employee shall report to the Company’s Board of Directors.

1.3     Full-Time Status . In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 1.2 hereof, the Employee shall:

(a)    subject to Section 1.4 , devote substantially all of his time, energy and skill during regular business hours to the performance of the duties of his employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;

(b)    diligently follow and implement all lawful management policies and decisions communicated to the Employee by the Board of Directors of the Company; and

(c)    timely prepare and forward to the Board of Directors of the Company all reports and accountings as may be requested of the Employee.

1.4     Permitted Activities . The Employee shall devote substantially all of his entire business time, attention and energies to the business of the Company and its Affiliates and shall not during the Term be engaged (whether or not during normal business hours) in any other significant business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, but as long as the following activities do not interfere with the Employee’s obligations to the Company, this shall not be construed as preventing the Employee from:

(a)    investing his personal assets in any manner which will not require any services on the part of the Employee in the operation or affairs of the entity and in which the Employee’s participation is solely that of an investor; provided that such investment activity following the date hereof shall not result in his owning beneficially at any time any equity securities of any business that is materially competitive with the business of the Company as determined from time to time by the Nominating and Governance Committee of the Company’s Board of Directors; or

(b)    participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books, teaching or serving on the board of directors of an entity approved by the Company’s Board of Directors and that is not engaged in business that is competitive with the business of the Company so long as any such activity does not interfere with the ability of the Employee to effectively discharge his duties hereunder; provided further, that the Board of Directors of the Company may direct the Employee in writing to resign from any such organization and/or cease such activities should the Board of Directors of the Company reasonably conclude that continued membership and/or activities of the type identified would not be in the best interests of the Company. It is agreed that the activities that the Employee is conducting at the time of this Agreement, and any substitute activities that are similar in scope and extent, are permitted for purposes of this Section 1.4 .

2.      Term . Subject to the provisions of termination as hereinafter provided, the initial term of the Employee’s employment under this Agreement shall begin on the date hereof and shall terminate on the third anniversary of the Effective Date (including all renewal periods, if any, the “ Term ”). Following expiration of the initial Term, the term of the Employee’s employment under this Agreement shall automatically renew for successive additional one-year terms unless either party provides the other with written notice of its intent not to renew this Agreement at least one hundred eighty (180) days prior to the end of the Term (including any renewal term, as applicable) unless terminated earlier pursuant to the provisions of this Agreement.

3.      Compensation .

3.1      Base Salary . Until termination of the Employee’s employment with the Company pursuant to this Agreement, the Company shall pay the Employee a base salary (“ Base Salary ”) of at least Nine Hundred Twenty Two Thousand Five Hundred Dollars ($922,500) per annum, which shall be payable to the Employee in regular installments in accordance with the Company’s general payroll policies and practices. The Company’s Board of Directors, or the Compensation Committee thereof (the “ Committee ”), shall review the Employee’s Base Salary annually during the period of employment hereunder and, in its sole discretion, may increase, but not decrease, such Base Salary from time to time.

3.2      Inducement Payment . On the date hereof, the Company shall pay to the Employee a cash payment in the amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) as an inducement to enter into this Agreement (the “ Inducement Payment ”).

3.3      Incentive Compensation .

(a)    One-Time Equity Awards. On or prior to the date hereof, the Employee shall be awarded performance share unit awards in respect of 175,000 shares at target level performance of the Company’s common stock pursuant to the Company’s Amended and Restated 2012 Equity Incentive Plan, which awards shall vest in accordance with performance criteria established by the Committee for the Company’s 2017, 2018 and 2019 fiscal years as set forth in, and subject to the additional terms and conditions of, award agreements mutually agreed upon between the Employee and the Company.

(b)    Annual Plans. The Employee shall be entitled to participate in all compensation plans or programs for which any salaried employees of the Company with similar titles or levels of responsibilities are eligible under any existing or future plan or program established by the Company for salaried employees. Without limiting the generality of the foregoing, during the Term, the Employee will be eligible to participate in the Annual Cash Incentive Plan (“ AIP ”) and Long-term Incentive Plan (“ LTIP ”) offered by the Company to its senior management with potential incentive opportunities no less favorable than those available to other senior executive officers. The Employee shall be eligible to receive cash incentive compensation annually pursuant to the AIP based upon the achievement of performance criteria established by the Committee, with the actual amount of any such compensation paid to be determined in the sole discretion of the Committee as determined in accordance with the applicable plan. The amount of the cash incentive compensation the Employee shall be eligible to receive pursuant to the AIP or a successor plan at target level of performance shall be established annually by the Committee and shall not be less than 100% of the Employee’s Base Salary paid to the Employee during the applicable performance period. All future equity grants to the Employee pursuant to the LTIP or a successor plan will be made at the sole discretion of the Committee. However, it is currently contemplated that additional grants will be considered by the Committee on an annual basis. Nothing in this Agreement shall preclude the Company from amending or terminating any of the plans or programs applicable to salaried employees as long as such amendment or termination is applicable to all salaried employees.

3.4      Benefit Plans . During the Term, the Employee shall be entitled to participate in all employee benefit plans or programs (including deferred compensation and equity plans and programs, but excluding any severance or change in control severance plans or programs) for which any similarly situated salaried employees of the Company are eligible under any existing or future plan or program established by the Company for salaried employees. The Employee will participate to the extent permissible under the terms and provisions of such plans or programs in accordance with program provisions. Nothing in this Agreement shall preclude the Company from amending or terminating any of the plans or programs applicable to salaried employees as long as such amendment or termination is applicable to all salaried employees.

3.5      Paid Leave . The Employee shall be entitled to paid leave in accordance with the Company’s policies in effect from time to time; provided that Employee shall be entitled to at least four weeks of paid leave per fiscal year. The use of the Employee’s paid leave shall be determined in accordance with the Company’s paid leave policy as in effect from time to time.

3.6      Expenses Incurred in Performance of Duties . The Company shall pay or promptly reimburse the Employee for all reasonable travel and other business expenses incurred by the Employee in the performance of the Employee’s duties under this Agreement in accordance with the Company’s policies in effect from time to time with respect to business expenses. All expenses eligible for reimbursements described in this Agreement must be incurred by the Employee during the Term of this Agreement to be eligible for reimbursement. The Employee shall, as a condition of any such reimbursement, submit verification of the nature and amount of such expenses in accordance with the Company’s reimbursement policies.

3.7      Withholdings . All compensation payable hereunder shall be subject to all applicable withholding for federal income taxes, FICA and all other applicable federal, state and local withholding requirements.

3.8      Recoupment of Incentive Compensation . In the event that the Company restates, in a filing made with the Securities and Exchange Commission (the “ SEC ”), all or a portion of its financial statements within two (2) years of the original filing of such financial statements with the SEC, the Board of Directors of the Company (or a duly authorized committee thereof consisting solely of independent

directors) will, to the extent permitted by applicable law and as it deems appropriate in its sole discretion, in whole or in part, require Employee to promptly repay any bonus or incentive compensation paid or granted to the Employee (including, without limitation, amounts paid in respect thereof pursuant to Section 4.4 ), if and to the extent that (a) the amount of bonus or incentive compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement, and (b) the amount of the bonus or incentive compensation that would have been awarded to the Employee had the financial results been properly reported would have been lower than the amount actually awarded. The Employee’s bonus and incentive compensation received pursuant to this Agreement shall be subject to recoupment in accordance with this Section 3.8 regardless of the fault, misconduct or responsibility of the Employee in connection with the restatement. If the Employee fails to return such compensation promptly, the Employee agrees that the amount of such compensation may be deducted from any and all other compensation owed to the Employee by the Company, to the extent permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), if applicable. The Employee acknowledges that the Company may engage in any legal or equitable action or proceeding in order to enforce the provisions of this Section 3.8 . The provisions of this Section 3.8 shall be modified to the extent, and remain in effect for the period, required by applicable law, including, without limitation, any rules or regulations adopted implementing the clawback or recoupment requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

4.      Termination of Agreement .

4.1      General . During the Term of this Agreement, the Company may, at any time and in its sole discretion, terminate the Employee’s employment and this Agreement with Cause, subject to any prior notice requirements of Section 4.2 of this Agreement or, upon thirty (30) days prior written notice from the Board of Directors of the Company, without Cause, and the Employee may, at any time and in his sole discretion, resign from his employment with the Company and terminate this Agreement, subject to any prior notice requirements of Section 4.3 of this Agreement, if applicable (any such date of termination, the “ Termination Date ”).

4.2      Effect of Termination with Cause . If the Employee’s employment with the Company shall be terminated by the Company with Cause during the Term of this Agreement the Company shall pay in a cash lump sum within ten (10) days of the Termination Date to the Employee (i) the Base Salary earned through the Termination Date, (ii) accrued and unpaid vacation as of the Termination Date, (iii) reimbursement for any amounts due to the Employee pursuant to Section 3.6 and (iv) at such time as it would have been paid if the Employee had not been terminated, any cash incentive compensation earned as of the Termination Date in respect of the prior fiscal year which has not been paid as of the Termination Date (collectively such unpaid Base Salary, reimbursements, accrued vacation and earned incentive compensation, the “ Accrued Amounts ”), and the Company shall not have any further obligations to the Employee under this Agreement except those required to be provided by law. For purposes of this Agreement, “ Cause ” shall mean termination of the Employee’s employment with the Company due to (1) conviction of the Employee under applicable law of any felony or any misdemeanor involving moral turpitude, (2) unauthorized acts intended to result in the Employee’s personal enrichment at the material expense of the Company or its reputation, (3) any violation of the Employee’s duties or responsibilities to the Company which constitutes willful misconduct or dereliction of duty or (4) material breach of Sections 1.4 and 5.1 of this Agreement by the Employee, provided however, that in the case of circumstances described in this Section 4.2 , the nature of the circumstances shall be set forth with reasonable particularity in a written notice to the Employee approved by a majority of the membership of the Board of Directors of the Company. The Employee shall have twenty (20) business days following delivery of such written notice to cure such alleged breach, provided that such breach is, in the reasonable discretion of the Board of Directors of the Company, susceptible to a cure and provided further that

delivery of such written notice shall have been approved by a majority of the members of the Board of Directors of the Company.

4.3      Resignation by the Employee . If the Employee resigns without Good Reason the Company shall pay to the Employee the Accrued Amounts in a cash lump sum within ten (10) days of the Termination Date and the Company shall not have any further obligations to the Employee under this Agreement except those required to be provided by applicable law. For purposes of this Agreement, “ Good Reason ” shall mean without the Employee’s express written consent, the occurrence of any one or more of the following: (1) the assignment of the Employee to duties materially adversely inconsistent with his duties as of the date hereof; (2) a material reduction in the Employee’s title, executive authority or reporting status, including failure of the Company to appoint Employee as the Company’s Chief Executive Officer; (3) a relocation more than 50 miles from the Employee’s then current place of employment; (4) a reduction by the Company in the Employee’s Base Salary, or a failure of the Company to pay or cause to be paid any compensation or benefits 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, (5) 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 benefit plans of the Company; provided that a Company-wide reduction or elimination of such plans shall not give rise to a “Good Reason” termination; (6) a material breach of this Agreement by the Company; or (7) 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 the terms of this Agreement, provided that, in each case, (A) within sixty (60) days of the initial occurrence of the specified event the Employee has given the Company written notice giving the Company at least thirty (30) days to cure the Good Reason, (B) the Company has not cured the Good Reason within the (30) thirty day period and (C) the Employee resigns within ninety (90) days from the initial occurrence of the event giving rise to the Good Reason.

4.4      Effect of Termination without Cause or Resignation for Good Reason .

(a)    If the Employee’s employment with the Company is terminated by the Company without Cause or if the Employee resigns for Good Reason: (i) the Company shall pay to the Employee the Accrued Amounts in a cash lump sum within ten (10) days of the Termination Date; and (ii) so long as the Employee complies with Sections 4.4(b) , 5.1 and 5.2 of this Agreement, the Company shall (A) pay to the Employee an amount equal to two (2) times (x) the greater of the Employee’s Base Salary as stated in Section 3.1 , or the Employee’s Base Salary, as in effect on the Termination Date, and (y) the Employee’s annual cash incentive bonus at target levels of performance under the applicable annual cash incentive plan approved by the Committee for the fiscal year in which the Termination Date occurs, payable in pro rata installments over a period of two years following the Termination Date (the “ Severance Payment Period ”), commencing on the first payroll period (the “ Initial Payment ”) occurring on or after the 60th day (but no later than the earlier of March 15 ^th of the calendar year, or the 90th day) following the Termination Date (the “ Severance Delay Period ”), (B) pay to the Employee a pro rata annual cash incentive bonus based on the number of full calendar months elapsed in the fiscal year of termination and the Company’s actual performance for such fiscal year, paid at such time as it would have been paid if the Employee had not been terminated and (C) cause (I) stock options awarded to the Employee under any Equity Plan not previously exercisable and vested which would otherwise become exercisable by the next anniversary date following the Termination Date to become fully vested and exercisable and (II) restricted stock (including, for purposes of clarification, restricted stock units settled in shares of common stock) and performance-based vesting equity awards (including, for purposes of clarification, performance-based restricted stock units settled in shares of common stock) granted to Employee under any Equity Plan which is still subject to restrictions that would have otherwise vested or had restrictions thereon removed by the next anniversary date following the Termination Date to become

vested and/or have any restrictions thereon removed, as the case may be, with such restrictions with respect to any performance-based vesting equity awards to be removed on that number of awards as the Employee would have earned based on performance at the greater of target or actual levels of performance pursuant to the applicable award agreement under which such award was granted for the fiscal year in which the Employee’s employment is terminated, but only if the Committee shall determine that any performance metric applicable to the award for purposes of the rules and regulations adopted under Section 162(m) of the Code (such metric, the “ Performance Award Gateway Metric ”) shall have been met with respect to such fiscal year, which performance-based vesting equity awards shall be paid or settled to the Employee upon the later to occur of (y) the third business day following the last day of the Severance Delay Period and (z) the third business day following the date the Committee certifies that the Performance Award Gateway Metric has been achieved (such later date, the “ Performance Award Severance Payment Date ”); provided, however, that if there is no Performance Award Gateway Metric applicable to a particular performance-based vesting equity award with performance criteria tied to the fiscal year in which the Employee’s employment is terminated, the number of such awards for which the forfeiture restrictions shall be removed shall equal the number of awards for which the forfeiture restrictions would have been removed based on the Company’s actual performance for the fiscal year in which the Employee’s employment is terminated, which forfeiture restrictions shall lapse on the Performance Award Severance Payment Date. The Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of the Severance Payment Period and on the same terms and with the same frequency as the Employee’s Base Salary was paid prior to such termination. Payments pursuant to this Section 4.4 shall be in lieu of any other severance benefits that the Employee may be eligible to receive under the Company’s or any of the Company’s Affiliates’ benefit plans or programs. For the avoidance of doubt, settlement of any restricted stock units (including any performance units), the vesting of which is accelerated pursuant to this Section 4.4(a) , shall occur upon vesting pursuant to this Section 4.4(a) , subject to any previous legally binding deferral election regarding such units. In addition, if the Employee’s employment with the Company is terminated by the Company without Cause or if the Employee resigns for Good Reason, the Company will pay the Employee a lump sum amount equal to $35,000 (the “ COBRA Amount ”) that the Employee may use to procure group health plan coverage for himself and his eligible dependents or otherwise. If the Employee desires to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”), it shall be the sole responsibility of the Employee (and/or other family members who are qualified beneficiaries, as described in the COBRA election notice, and who desire COBRA continuation coverage) to timely elect COBRA continuation coverage and timely make all applicable premium payments therefore. The Employee acknowledges that the COBRA Amount is taxable to the Employee and that the payment of the COBRA Amount shall only be made to the extent that the payment of the COBRA Amount would not result in any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010 as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) (collectively, such laws, the “ PPACA ”). Should the Company be unable to pay the COBRA Amount without triggering an excise tax under the PPACA, the Company and the Employee shall use reasonable efforts to provide a benefit to the Employee which represents the economic equivalent of the COBRA Amount and which does not result in an excise tax on the Company under the PPACA, which benefit shall be paid in a lump sum.

(b)    As a condition to receiving the payments provided for in clause (ii) of Section 4.4(a) and clauses (ii), (iii) and (iv) of Section 4.4(c) , the Employee agrees to sign and deliver to the Company a release in form and substance reasonably satisfactory to the Company and the Employee and delivered to the Employee within five (5) business days of the Termination Date, which must become effective within sixty (60) days following the Termination Date. Notwithstanding the foregoing, the Employee shall not be required to release (i) any rights the Employee has under this Agreement, (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 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.

(c)       If the Employee’s employment with the Company is terminated by the Company without Cause or if 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 4.4(a) hereof, and subject to any limitation imposed under applicable law and Sections 4.4(b) and 4.4(e) of this Agreement, so long as the Employee complies with Sections 4.4(b) , 5.1 and 5.2 of this Agreement, (i) the Company shall pay to the Employee the Accrued Amounts in a cash lump sum within ten (10) days of the Termination Date; (ii) the Company shall pay to the Employee a lump sum payment equal to (x) three (3) times the greater of the Employee’s Base Salary as stated in Section 3.1 , or the Employee’s Base Salary, as in effect on the Termination Date, plus (y) an amount equal to three (3) times the Employee’s annual cash incentive payment payable to the Employee based on performance at target levels of performance for the fiscal year in which the Employee’s employment is terminated, which shall be paid within sixty (60) days of such termination or resignation; (iii) the Company shall pay to the Employee a pro rata annual cash incentive bonus based on the number of full calendar months elapsed in the fiscal year of termination and actual performance for such fiscal year, which shall be paid at such time as it would have been paid if the Employee had not been terminated, and (iv) any and all unvested and unexercised stock options, restricted stock, restricted stock units and performance-based vesting equity awards awarded to the Employee under any Equity Plan as of the Termination Date shall be treated in accordance with the applicable award agreement evidencing such equity-based awards and any applicable election forms related thereto, which such award agreements provide and any future equity-based award agreements shall provide, at a minimum, that such awards will become fully vested and exercisable as of the Termination Date following a Change in Control (with all performance-based criteria deemed met at target levels of performance) in the event that the Employee’s employment during the Term is terminated by the Company without Cause or if the Employee resigns for Good Reason and such termination takes place on or within one year after the Change in Control Date. In addition, if the Employee’s employment with the Company is terminated by the Company without Cause or if 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 COBRA Amount, and subject to any limitation imposed under applicable law and Sections 4.4(b) and 4.4(e) of this Agreement, the Company will pay the Employee a lump sum amount equal to $105,000 (the “ Change in Control COBRA Amount ”) that the Employee may use to procure group health plan coverage for himself and his eligible dependents or otherwise. If the Employee desires to elect COBRA continuation coverage, it shall be the sole responsibility of the Employee (and/or other family members who are qualified beneficiaries, as described in the COBRA election notice, and who desire COBRA continuation coverage) to timely elect COBRA continuation coverage and timely make all applicable premium payments therefore. The Employee acknowledges that the Change in Control COBRA Amount is taxable to the Employee and that the payment of the Change in Control COBRA Amount shall only be made to the extent that the payment of the Change in Control COBRA Amount would not result in any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the PPACA. Should the Company be unable to pay the Change in Control COBRA Amount without triggering an excise tax under the PPACA, the Company and the Employee shall use reasonable efforts to provide a benefit to the Employee which

represents the economic equivalent of the Change in Control COBRA Amount and which does not result in an excise tax on the Company under the PPACA, which benefit shall be paid in a lump sum.

(d)    The following terms shall have the following definitions:

(i)      The term “ Change in Control ” means the happening of any of the following:

(1)      any “person”, including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (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;

(2)      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

(3)      the purchase of 30% or more of the combined voting power of the Company’s then outstanding securities 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.

(ii)      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.

(iii)      The term “ Equity Plan ” shall mean the Company’s 2002 Stock Incentive 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, restricted stock units, performance units or other equity awards are made, including, but not limited to, the Company’s 2004 Equity Incentive Plan, the Company’s 2012 Equity Incentive Plan and the Company’s Amended and Restated 2012 Equity Incentive Plan.

(a)      In the event any payments or benefits otherwise payable to the Employee, whether or not pursuant to this Agreement, (1) constitute “parachute payments” within the meaning of Section 280G of the Code, and (2) but for this Section 4.4(e) , would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into

account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code.  Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4.4(e) will be made in writing by a nationally-recognized accounting firm selected by the Employee (the “ Accountants ”), whose determination will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4.4(e) , the Accountants (i) may make reasonable assumptions and approximations concerning applicable taxes, (ii) may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and (iii) shall take into account a “reasonable compensation” (within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code) analysis of the value of services provided or to be provided by the Employee, including any agreement by the Employee (if applicable) to refrain from performing services pursuant to a covenant not to compete or similar covenant applicable to the Employee that may then be in effect (including, without limitation, those contemplated by Section 5.1 of this Agreement). The Company and the Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. To the extent such aggregate parachute payment amounts are required to be so reduced, the parachute payment amounts due to the Employee (but no non-parachute payment amounts) shall be reduced in the following order: (i) the parachute payments that are payable in cash shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity, valued at full value (rather than accelerated value) (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall be reduced in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time; and (iii) all other non-cash benefits not otherwise described in clause (ii) of this Section 4.4(e) reduced last.  In applying these principles, any reduction or elimination of the Payments shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

4.5      Section 409A .

(a)     It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Section 409A (“ Section 409A ”) of the Code, and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay).  Notwithstanding anything to the contrary herein, if (i) on the date of the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), the Employee is deemed to be a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company, as determined in accordance with the Company’s “specified employee” determination procedures, and (ii) any payments to be provided to the Employee pursuant to this Agreement which constitute “deferred compensation” for purposes of Section 409A and are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of the Employee’s death.  Any payments delayed pursuant to this Section 4.5(a) shall be made in a lump sum on the first day of the seventh month following the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner,

the date of the Employee’s death.  In addition to the foregoing provisions of this Section 4.5(a) , in the event that the Change in Control that triggers payments and benefits under Section 4.4(c) 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 two years of base salary and annual cash incentive bonus under Sections 4.4(c)(ii)(x) and (y) shall be paid in pro rata installments over a two-year period in accordance with the normal payroll practices of the Company rather than as a single lump sum and the remainder shall be paid as a lump sum in accordance with the requirements of Section 4.4(c) and this Section 4.5 .

(b)    Notwithstanding any other provision herein to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Section 409A and the Treasury Regulations promulgated thereunder) upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Section 409A and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service.

(c)    Notwithstanding any other provision herein to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code.

(d)    Notwithstanding any other provision herein to the contrary, to the extent that any reimbursement (including expense reimbursements), fringe benefit or other, similar plan or arrangement in which the Employee participates during the Term or thereafter provides for a “deferral of compensation” within the meaning of Section 409A and the Treasury Regulations promulgated thereunder, then such reimbursements shall be made in accordance with Treasury Regulations 1.409A-3(i)(1)(iv) including; (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit may not be  subject to liquidation or exchange for another benefit.

(e)    For the avoidance of doubt, any payment due under this Agreement within a period following the Employee’s termination of employment, death, disability or other event, shall be made on a date during such period as determined by the Company in its sole discretion.

(f)    This Agreement shall be interpreted in accordance with, and the Company and the Employee will use their best efforts to achieve timely compliance with, Section 409A and the Treasury Regulations and other interpretive guidance promulgated thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. By accepting this Agreement, the Employee hereby agrees and acknowledges that the Company does not make any representations with respect to the application of Section 409A to any tax, economic or legal consequences of any payments payable to the Employee hereunder.  Further, by the acceptance of this Agreement, the Employee acknowledges that (i) the Employee has obtained independent tax advice regarding the application of Section 409A to the payments due to the Employee hereunder, (ii) the Employee retains full responsibility for the potential application of Section 409A

to the tax and legal consequences of payments payable to the Employee hereunder and (iii) the Company shall not indemnify or otherwise compensate the Employee for any violation of Section 409A that my occur in connection with this Agreement.  The parties agree to cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Section 409A of the Code.

5.      Non-Competition, Non-Solicitation, Confidentiality and Non-Disclosure .    

5.1      Non-Competition and Non-Solicitation . Except with the prior written consent of the Company or as directed by the Board of Directors of the Company, or in the performance of Employee’s duties to the Company in accordance with the terms hereof, Employee covenants and agrees that during the period commencing on the Effective Date and ending on the first anniversary of the Termination Date, or upon a termination of employment by the Company for Cause or resignation by the Employee without Good Reason, ending on the second anniversary of the Termination Date (the “ Restricted Period ”), 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 KeHe Distributors, LLC (or any subsidiary or Affiliated entity thereof), any other company which is a direct competitor of the Company and any other company that conducts any business for which the Employee is uniquely qualified to serve as a member of senior management as a result of his service to the Company, which for purposes of this Agreement shall mean the following companies: C&S Wholesale Grocers, Inc., Sysco Corporation, Performance Food Group Company and US Foods, Inc. (or any subsidiary or Affiliated entity thereof) 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 Restricted Period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action that might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company.

5.2      Confidential Information; Ownership of Intellectual Property .

(a)      Obligation to Maintain Confidentiality . The Employee shall not disclose or reveal to any unauthorized person or knowingly use for the Employee’s own benefit, 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 the 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 the 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). The Employee agrees that the 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. For the avoidance of doubt, nothing in this Agreement is intended to impair the Employee’s rights to make disclosures under any applicable Federal whistleblower law.

(b)      Ownership of Intellectual Property . If the Employee creates, invents, designs, develops, contributes to or improves any works of authorship, inventions, materials, documents or other work product or other intellectual property, either alone or in conjunction with third parties, at any time

during the time that the Employee is employed by the Company (“ Works ”), to the extent that such Works were created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of such employment (collectively, the “ Company Works ”), the Employee shall promptly and fully disclose such Company Works to the Company. Any copyrightable work falling within the definition of Company Works shall be deemed a “work made for hire” as such term is defined in 17 U.S.C. § 101. The Employee hereby (i) irrevocably assigns, transfers and conveys, to the extent permitted by applicable law, all right, title and interest in and to the Company Works on a worldwide basis (including, without limitation, rights under patent, copyright, trademark, trade secret, unfair competition and related laws) to the Company or such other entity as the Company shall designate, to the extent ownership of any such rights does not automatically vest in the Company under applicable law, and (ii) waives any moral rights therein to the fullest extent permitted under applicable law. The Employee agrees not to use any Company Works for the Employee’s personal benefit, the benefit of a competitor, or for the benefit of any person or entity other than the Company or its Affiliates. The Employee agrees to execute any further documents and take any further reasonable actions requested by the Company to assist it in validating, effectuating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of its rights hereunder, all at the Company’s sole expense.

(c)      Assignment of Inventions . The Employee will and hereby does assign and transfer to the Company the Employee’s entire right, title and interest in and to all Inventions (defined to mean inventions, ideas, improvements, discoveries, trade secrets, processes, data, programs, knowledge, know-how, designs, techniques, formulas, test data, computer code, other works of authorship and designs whether or not patentable, copyrightable or otherwise protected by law, and whether or not reduced to practice, made, learned or conceived of or prepared by the Employee, either alone or jointly with others) during the period of the Employee’s employment with the Company which relate in any manner at the time of conception or reduction to practice to the business of the Company or actual or demonstrably anticipated research or development by the Company, or result from or are suggested by any task assigned to the Employee or any work performed by the Employee for or on behalf of the Company, or invented using Company materials, information, or any of the Company’s customers’ materials or information. The Employee agrees that all such Inventions shall be the sole and exclusive property of the Company and its assigns, and the Company and its assigns shall be the sole owners of all Inventions and any and all patents, copyrights and other proprietary rights related thereto. If the Employee has any right or rights to Inventions that cannot be assigned to the Company or waived by the Employee, the Employee unconditionally grants to the Company during the term of such rights, a non-exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicenses, to use, reproduce, publish, create derivative works of, market, advertise, distribute, sell, publicly perform and publicly display and otherwise exploit by all means now known or later developed, such Inventions.

(d)      Disclosure of Inventions; Patents . The Employee agrees that in connection with any Invention: (i) the Employee will disclose such Invention promptly in writing to the Employee’s immediate supervisor at the Company, with a copy to the Company’s then acting General Counsel in order to permit the Company to claim rights to which they may be entitled under this Agreement, and such disclosure shall be received in confidence by the Company; and (ii) the Employee will, at the Company’s request, promptly execute a written assignment of title to the Company for any Invention required to be assigned as set forth above (“ Assignable Invention ”) and the Employee will preserve any such Assignable Invention as confidential information of the Company.

(e)      Prior Inventions . It is understood that all Inventions, if any, patented or unpatented, which are made by the Employee prior to the Employee’s employment by the Company, are excluded from the scope of this Agreement.

(f)     Further Cooperation . The Employee shall, upon request of the Company, but at no expense to the 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 in this Section 5.2, including applying for, obtaining and enforcing patents or copyrights thereon in any and all countries.

5.3      Enforcement . The Employee recognizes that the possible restrictions on the Employee’s activities which may occur as a result of the Employee’s performance of the Employee’s obligations under Sections 5.1 and 5.2 of this Agreement are required for the reasonable protection of the Company and its investments, and the Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Employee acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 5.1 and 5.2 , and that in the event of a breach or threatened breach of Sections 5.1 or 5.2 , the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 5.1 or 5.2 . The terms of this Section 5.3 shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Employee. 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. The Employee expressly agrees that all payments and benefits due the Employee under this Agreement shall be subject to the Employee’s compliance with the provisions set forth in Sections 5.1 and 5.2 .

6.      Notices . All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile with confirmation of transmission by the transmitting equipment, (c) received by the addressee, if sent by certified mail, return receipt requested, or (d) received by the addressee, if sent by a nationally recognized overnight delivery service, return receipt requested, in the case of Employee, to the address or facsimile number set forth on the signature page hereto, and in the case of the Company, to the address or facsimile number set forth below (or in either case to such other addresses or facsimile numbers as a party may designate by notice to the other parties):

If to the Company, to:

United Natural Foods, Inc.

313 Iron Horse Way

Providence, Rhode Island 02908

Attention: Board of Directors

Fax No.: (401) 278-1896

with a copy to:

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

Attention: F. Mitchell Walker, Jr.

Fax No.: (615) 742-2775

If to the Employee, to:

to his address on record with the Company

with a copy to:

Sullivan & Cromwell, LLP

125 Broad Street

New York, NY 10004

Attention: Marc Trevino

Fax No.: (212) 291-9157

7.      Waiver of Breach . The waiver by any party of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any other party. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by any party hereto to assert any rights hereunder on any occasion or series of occasions.

8.      Assignment . The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon their successors and assigns. The Company may assign its rights and obligations under this Agreement to any Affiliate of the Company. “ Affiliate ” shall mean any entity which controls, is controlled by, or is under common control with another entity. The Employee acknowledges that the services to be rendered by him are unique and personal, and the Employee may not assign any of his rights or delegate any of his duties or obligations under this Agreement.

9.      Entire Agreement; Amendment . This Agreement contains the entire agreement of the parties relating to the subject matter herein and supersedes in full and in all respects any prior oral or written agreement, arrangement or understanding between the parties with respect to Employee’s employment with the Company, including without limitation, the Offer Letter between the Employee and the Company dated September 16, 2008, as amended, and the Severance Agreement between the Employee and the Company dated September 16, 2008, as either may have previously been amended, and such Offer Letter and Severance Agreement are hereby terminated as of the Effective Date and are of no further force and effect from and after the Effective Date. This Agreement may not be amended or changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

10.      Controlling Law . All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

11.      Waiver of Jury Trial . AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

12.      No Set-Off by the Employee . The existence of any claim, demand, action or cause of action by the Employee against the Company whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of its rights hereunder.

13.      Survival . The obligations of the parties pursuant to Sections 4.2, 4.3 , 4.4 , 4.5 , 5.1 , 5.2 , 5.3 , 6 , 8 , 9 , 10 , 11 , 13 , 14 and 15 , as applicable, shall survive the termination of the Employee’s employment hereunder for the period designated under each of those respective sections.

14.      Severability . If any provision of this Agreement or the application of any such provision to any party or circumstances will be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, will not be affected thereby, and each provision hereof will be validated and will be enforced to the fullest extent permitted by law.

15.      Headings . The sections, subjects and headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

[signature page to follow]

IN WITNESS WHEREOF, the parties have hereto executed this Agreement as of the day and year first written above.

EMPLOYEE:

    

/s/Steven L. Spinner

 

Steven L. Spinner

Address and Facsimile Number for Notice:

_ [CONFIDENTIAL] ________________

__________________________________

__________________________________

Fax No.:___________________________

    

    

COMPANY:

UNITED NATURAL FOODS, INC.

By: /s/Joseph J. Traficanti

Name: Joseph J. Traficanti

Title:     Senior Vice President, General Counsel and

Chief Compliance Officer

UNITED NATURAL FOODS, INC.
AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN

RESTRICTED SHARE UNIT AWARD AGREEMENT

This Restricted Share Unit Award Agreement (this “ Agreement ”) effective as of _____________, between United Natural Foods, Inc. (the “ Company ”) and __________ (the “ Participant ”), who is an employee of the Company, evidences an equity award denominated in Restricted Share Units to the Participant under the United Natural Foods, Inc. Amended and Restated 2012 Equity Incentive Plan (as amended from time to time, the “ Plan ”). Except in the preceding sentence and where the context otherwise requires, the term “ Company ” shall include the Company and all present and future Subsidiaries. All capitalized terms that are used in this Agreement without definition shall have the meanings set forth in the Plan.

1. Definitions.

2.      Grant of Restricted Share Units. In consideration of services rendered and agreed to be rendered, the Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, ______ Restricted Share Units (the “ Target Amount ”) (subject to adjustment under Section 4.2 of the Plan), provided that, to the extent that the Participant vests in greater than one hundred percent (100%) of the Restricted Share Units (as provided in Section 4 of this Agreement), additional Restricted Share Units will be paid to the Participant. This award of Restricted Share Units is not intended by the Committee to constitute “qualified performance-based compensation” for purposes of Section 162(m) of the Code or a Performance Award to a Covered Officer under the Plan, and is not granted pursuant, or subject to, the provisions of Article 11 of the Plan, including, without limitation, any limit on the number of Performance Awards that may be granted to a Covered Officer pursuant to Section 11.3 of the Plan.

3.      Vesting.

(a)      To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “ Earned Amount ”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant.

(b)      In the event the Participant dies or terminates employment on account of Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability.

(c)      In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred (and before the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as of the date on which the Participant’s employment with or service to the Company is terminated.

(d)      Except as provided in Section 3(b) or (c) above or in Section 4.4(a) of the Employment Agreement, if the Participant’s employment with the Company terminates for any

reason prior to the expiration of the Performance Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the Participant.

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

5.      Payment. The Company shall issue to the Participant one Share for each Restricted Share Unit which has become vested with respect to the Performance Period pursuant to Section 3 of this Agreement. The payment of the Shares shall be made to the Participant (or the Participant’s assignee or beneficiary if permitted by the Plan or the Committee) no later than March 15th of the calendar year next following the calendar year in which the Performance Period ends and may be made as a book-entry confirmation or through the issuance of a certificate evidencing such Shares.

6.      Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares which may be issued upon the vesting of the Restricted Share Units (including, without limitation, voting rights and any rights to receive dividends or non-cash distributions with respect to such Shares) unless and until the Shares have been issued to Participant. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares are issued.

7.      Withholding. The Company's obligation to make payment of vested Restricted Share Units shall be subject to the Participant's satisfaction of any applicable federal, state, local and foreign withholding obligations or withholding taxes, including any employer minimum statutory withholding ("Withholding Taxes"), and the Participant shall pay the amount of any such Withholding Taxes to the Company as set forth in this Section 7. The Participant may satisfy his or her obligation to pay the Withholding Taxes by (i) making a cash payment to the Company in an amount equal to the Withholding Taxes; (ii) having the Company withhold Shares otherwise deliverable to the Participant pursuant to settlement of vested Restricted Share Units; or (iii) delivering, actually or by attestation, to the Company shares of Common Stock already owned by the Participant; provided that in the case of (ii) or (iii) the amount of such Shares withheld or shares of Common Stock delivered (with the value of such Shares being based on the Fair Market Value of a Share of the Company's Common Stock as of the payment date as determined by the Committee) shall not exceed the amount necessary to satisfy the minimum amount of Withholding Taxes. The Participant acknowledges and agrees that the Company has the right to deduct from compensation or other amounts owing to the Participant an amount not to exceed the Withholding Taxes.

8.      No Guarantee of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employ of the Company, or shall interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without Cause.

9.      Amendment. 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 Agreement and the Restricted Share Units, prospectively or retroactively in time (and in accordance with Section 409A of the Code with regard to awards subject thereto); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Participant or any holder or beneficiary of the Restricted Share Units shall not to that extent be effective without the consent of the Participant, holder or beneficiary; and provided further that no consent of the Participant or any

holder or beneficiary shall be required for any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination 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 the provisions of Section 409A of the Code necessary to avoid tax penalties to the Participant. The Committee is authorized to make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Agreement and the Restricted Share Units as set forth in the Plan.

10.      Determinations by the Committee. Except as otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or this Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons.

11.      Provisions of the Plan. The Participant hereby acknowledges receipt of a copy of the Plan with this Agreement and agrees to be bound by all the terms and provisions of the Plan. This Agreement is governed by the terms of the Plan, and in the case of any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern. 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. This Agreement, and any payment of Shares in settlement of the Restricted Share Units, shall be subject to any policy of the Company regarding the recoupment or clawback of compensation as in effect at the date of this Agreement or hereafter adopted by the Board to conform to regulations related to recoupment or clawback of compensation adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

12.      Nontransferability of Restricted Share Units. Except as otherwise provided in the Plan, the Restricted Share Units and this Agreement shall not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Share Units otherwise than as permitted by the Plan and this Agreement shall, at the election of the Company, be null and void. Transfer of the Restricted Share Units for value is not permitted under the Plan or this Agreement.

13.      Notices. 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.

14.      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.

15.      Section 409A .

(a)    For the avoidance of doubt, the Restricted Share Units granted under this Agreement are intended to be exempt from or otherwise comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either

exempt from or in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant by Code Section 409A or damages for failing to comply with Code Section 409A.

(b)    Notwithstanding any other payment schedule provided herein to the contrary, if the Participant is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then any payment due under this Agreement that is considered “deferred compensation” under Section 409A of the Code payable on account of a Participant’s “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Participant, and (B) the date of Participant’s death (the “ Delay Period ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 15(b) shall be paid to the Participant in a lump sum in accordance with the Agreement.

(c)    A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Code Section 409A (and, more specifically, Treasury Regulation 1.409A-1(h)) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

(d)    For the avoidance of doubt, any payment due under this Agreement within a period following the Participant’s termination of employment, death, Disability or other event, shall be made on a date during such period as determined by the Company in its sole discretion.

16.      Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.

17.      Successors . This Agreement shall inure to the benefit of and be binding upon any successor to the Company and shall inure to the benefit of the Participant's legal representative. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant's heirs, executors, administrator and successors.

18.      Electronic Communication . The Company may, in its sole discretion, decide to deliver any document related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.

[ signature page follows ]

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.

    

    

    

EXHIBIT A

PERFORMANCE CRITERIA

[To be determined]

UNITED NATURAL FOODS, INC.
AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN

RESTRICTED SHARE UNIT AWARD AGREEMENT

This Restricted Share Unit Award Agreement (this “ Agreement ”) effective as of __________, between United Natural Foods, Inc. (the “ Company ”) and __________ (the “ Participant ”), who is an employee of the Company, evidences an equity award denominated in Restricted Share Units to the Participant under the United Natural Foods, Inc. Amended and Restated 2012 Equity Incentive Plan (as amended from time to time, the “ Plan ”). Except in the preceding sentence and where the context otherwise requires, the term “ Company ” shall include the Company and all present and future Subsidiaries. All capitalized terms that are used in this Agreement without definition shall have the meanings set forth in the Plan.

1. Definitions.

2.      Grant of Restricted Share Units. In consideration of services rendered and agreed to be rendered, the Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, _____ Restricted Share Units (the “ Target Amount ”) (subject to adjustment under Section 4.2 of the Plan), provided that, to the extent that the Participant vests in greater than one hundred percent (100%) of the Restricted Share Units (as provided in Section 4 of this Agreement), additional Restricted Share Units will be paid to the Participant. This award of Restricted Share Units is not intended by the Committee to constitute “qualified performance-based compensation” for purposes of Section 162(m) of the Code or a Performance Award to a Covered Officer under the Plan, and is not granted pursuant, or subject to, the provisions of Article 11 of the Plan, including, without limitation, any limit on the number of Performance Awards that may be granted to a Covered Officer pursuant to Section 11.3 of the Plan.

3.      Vesting.

(a)      To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “ Earned Amount ”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant.

(b)      In the event the Participant dies or terminates employment on account of Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability.

(c)      In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred (and before the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as of the date on which the Participant’s employment with or service to the Company is terminated.

(d)      Except as provided in Section 3(b) or (c) above or in Section 4.4(a) of the Employment Agreement, if the Participant’s employment with the Company terminates for any

reason prior to the expiration of the Performance Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the Participant.

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

5.      Payment. The Company shall issue to the Participant one Share for each Restricted Share Unit which has become vested with respect to the Performance Period pursuant to Section 3 of this Agreement. Subject to Section 15, such payment shall be made to the Participant (or the Participant’s assignee or beneficiary if permitted by the Plan or the Committee) as a book-entry confirmation or through the issuance of a certificate evidencing such Shares, as soon as practicable following the Participant’s termination of employment with the Company, or, if earlier, in the case of Restricted Share Units that have vested as of such time without regard to any acceleration of vesting pursuant to Section 3(c) hereof, immediately prior to the consummation of a Change in Control, provided that such Change in Control constitutes 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 Code Section 409A, but in any event no later than March 15th of the calendar year next following the calendar year in which the Participant terminates employment with the Company.

6.      Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares which may be issued upon the vesting of the Restricted Share Units (including, without limitation, voting rights and any rights to receive dividends or non-cash distributions with respect to such Shares) unless and until the Shares have been issued to Participant. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares are issued.

7.      Withholding. The Company's obligation to make payment of vested Restricted Share Units shall be subject to the Participant's satisfaction of any applicable federal, state, local and foreign withholding obligations or withholding taxes, including any employer minimum statutory withholding ("Withholding Taxes"), and the Participant shall pay the amount of any such Withholding Taxes to the Company as set forth in this Section 7. The Participant may satisfy his or her obligation to pay the Withholding Taxes by (i) making a cash payment to the Company in an amount equal to the Withholding Taxes; (ii) having the Company withhold Shares otherwise deliverable to the Participant pursuant to settlement of vested Restricted Share Units; or (iii) delivering, actually or by attestation, to the Company shares of Common Stock already owned by the Participant; provided that in the case of (ii) or (iii) the amount of such Shares withheld or shares of Common Stock delivered (with the value of such Shares being based on the Fair Market Value of a Share of the Company's Common Stock as of the payment date as determined by the Committee) shall not exceed the amount necessary to satisfy the minimum amount of Withholding Taxes. The Participant acknowledges and agrees that the Company has the right to deduct from compensation or other amounts owing to the Participant an amount not to exceed the Withholding Taxes.

8.      No Guarantee of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employ of the Company, or shall interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without Cause.

9.      Amendment. 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 Agreement and the Restricted Share Units, prospectively or retroactively in time (and in accordance with Section 409A of the Code with regard to awards subject thereto); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Participant or any holder or beneficiary of the Restricted Share Units shall not to that extent be effective without the consent of the Participant, holder or beneficiary; and provided further that no consent of the Participant or any holder or beneficiary shall be required for any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination 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 the provisions of Section 409A of the Code necessary to avoid tax penalties to the Participant. The Committee is authorized to make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Agreement and the Restricted Share Units as set forth in the Plan.

10.      Determinations by the Committee. Except as otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or this Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons.

11.      Provisions of the Plan. The Participant hereby acknowledges receipt of a copy of the Plan with this Agreement and agrees to be bound by all the terms and provisions of the Plan. This Agreement is governed by the terms of the Plan, and in the case of any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern. 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. This Agreement, and any payment of Shares in settlement of the Restricted Share Units, shall be subject to any policy of the Company regarding the recoupment or clawback of compensation as in effect at the date of this Agreement or hereafter adopted by the Board to conform to regulations related to recoupment or clawback of compensation adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

12.      Nontransferability of Restricted Share Units. Except as otherwise provided in the Plan, the Restricted Share Units and this Agreement shall not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Share Units otherwise than as permitted by the Plan and this Agreement shall, at the election of the Company, be null and void. Transfer of the Restricted Share Units for value is not permitted under the Plan or this Agreement.

13.      Notices. 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.

14.      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.

15.      Section 409A .

(a)    For the avoidance of doubt, the Restricted Share Units granted under this Agreement are intended to be exempt from or otherwise comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant by Code Section 409A or damages for failing to comply with Code Section 409A.

(b)    Notwithstanding any other payment schedule provided herein to the contrary, if the Participant is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then any payment due under this Agreement that is considered “deferred compensation” under Section 409A of the Code payable on account of a Participant’s “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Participant, and (B) the date of Participant’s death (the “ Delay Period ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 15(b) shall be paid to the Participant in a lump sum in accordance with the Agreement.

(c)    A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Code Section 409A (and, more specifically, Treasury Regulation 1.409A-1(h)) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

(d)    For the avoidance of doubt, any payment due under this Agreement within a period following the Participant’s termination of employment, death, Disability or other event, shall be made on a date during such period as determined by the Company in its sole discretion.

16.      Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.

17.      Successors . This Agreement shall inure to the benefit of and be binding upon any successor to the Company and shall inure to the benefit of the Participant's legal representative. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant's heirs, executors, administrator and successors.

18.      Electronic Communication . The Company may, in its sole discretion, decide to deliver any document related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to

participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.

[ signature page follows ]

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.

    

    

EXHIBIT A

PERFORMANCE CRITERIA

[To be determined]

UNITED NATURAL FOODS, INC.
AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN

PERFORMANCE-BASED VESTING RESTRICTED SHARE UNIT AWARD AGREEMENT

This Performance-Based Vesting Restricted Share Unit Award Agreement (this “ Agreement ”) effective as of ___________, between United Natural Foods, Inc. (the “ Company ”) and ___________ (the “ Participant ”), who is an employee of the Company, evidences a Performance Award denominated in Restricted Share Units to the Participant under the United Natural Foods, Inc. Amended and Restated 2012 Equity Incentive Plan (as amended from time to time, the “ Plan ”). Except in the preceding sentence and where the context otherwise requires, the term “ Company ” shall include the Company and all present and future Subsidiaries. All capitalized terms that are used in this Agreement without definition shall have the meanings set forth in the Plan.

1. Definitions.

Grant of Restricted Share Units. In consideration of services rendered and agreed to be rendered, the Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, ________ Restricted Share Units (the “ Target Amount ”) (subject to adjustment under Section 4.2 of the Plan), provided that, to the extent that the Participant vests in greater than one hundred percent (100%) of the Restricted Share Units (as provided in Section 4 of this Agreement), additional Restricted Share Units will be paid to the Participant.

2.      Vesting.

(a)      To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “ Earned Amount ”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such

Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting 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 dies or terminates employment on account of Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability.

(c)      In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred (and before the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as of the date on which the Participant’s employment with or service to the Company is terminated.

(d)      Except as provided in Section 3(b) or (c) above or in Section 4.4(a) of the Employment Agreement, if the Participant’s employment with the Company terminates for any reason prior to the expiration of the Performance Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the Participant.

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

4.      Payment. The Company shall issue to the Participant one Share for each Restricted Share Unit which has become vested with respect to the Performance Period pursuant to Section 3 of this Agreement. The payment of the Shares shall be made to the Participant (or the Participant’s assignee or beneficiary if permitted by the Plan or the Committee) no later than March 15th of the calendar year next following the calendar year in which the Performance Period ends and may be made as a book-entry confirmation or through the issuance of a certificate evidencing such Shares.

5.      Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares which may be issued upon the vesting of the Restricted Share Units (including, without limitation, voting rights and any rights to receive dividends or non-cash distributions with respect to such Shares) unless and until the Shares have been issued to Participant. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares are issued.

6.      Withholding. The Company's obligation to make payment of vested Restricted Share Units shall be subject to the Participant's satisfaction of any applicable federal, state, local and foreign withholding obligations or withholding taxes, including any employer minimum statutory withholding ("Withholding Taxes"), and the Participant shall pay the amount of any such Withholding Taxes to the Company as set forth in this Section 7. The Participant may satisfy his or her obligation to pay the Withholding Taxes by (i) making a cash payment to the Company in an amount equal to the Withholding Taxes; (ii) having the Company withhold Shares otherwise deliverable to the Participant pursuant to settlement of vested Restricted Share Units; or (iii) delivering, actually or by attestation, to the Company shares of Common Stock already owned by the Participant; provided that in the case of (ii) or (iii) the amount of such Shares withheld or shares of Common Stock delivered (with the value of such Shares being based on the Fair Market Value of a Share of the Company's Common Stock as of the payment date as determined by the Committee) shall not exceed the amount necessary to satisfy the minimum amount of Withholding Taxes. The Participant acknowledges and agrees that the Company has the right to deduct from compensation or other amounts owing to the Participant an amount not to exceed the Withholding Taxes.

7.      No Guarantee of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employ of the Company, or shall interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without Cause.

8.      Amendment. 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 Agreement and the Restricted Share Units, prospectively or retroactively in time (and in accordance with Section 409A of the Code with regard to awards subject thereto); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Participant or any holder or beneficiary of the Restricted Share Units shall not to that extent be effective without the consent of the Participant, holder or beneficiary; and provided further that no consent of the Participant or any holder or beneficiary shall be required for any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination 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 the provisions of Section 409A of the Code necessary to avoid tax penalties to the Participant. The Committee is authorized to make equitable and proportionate adjustments in the

terms and conditions of, and the criteria included in, this Agreement and the Restricted Share Units as set forth in the Plan.

9.      Determinations by the Committee. Except as otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or this Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons.

10.      Provisions of the Plan. The Participant hereby acknowledges receipt of a copy of the Plan with this Agreement and agrees to be bound by all the terms and provisions of the Plan. This Agreement is governed by the terms of the Plan, and in the case of any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern. 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. This Agreement, and any payment of Shares in settlement of the Restricted Share Units, shall be subject to any policy of the Company regarding the recoupment or clawback of compensation as in effect at the date of this Agreement or hereafter adopted by the Board to conform to regulations related to recoupment or clawback of compensation adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

11.      Nontransferability of Restricted Share Units. Except as otherwise provided in the Plan, the Restricted Share Units and this Agreement shall not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Share Units otherwise than as permitted by the Plan and this Agreement shall, at the election of the Company, be null and void. Transfer of the Restricted Share Units for value is not permitted under the Plan or this Agreement.

12.      Notices. 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.

13.      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.

14.      Section 409A .

(a)    For the avoidance of doubt, the Restricted Share Units granted under this Agreement are intended to be exempt from or otherwise comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant by Code Section 409A or damages for failing to comply with Code Section 409A.

(b)    Notwithstanding any other payment schedule provided herein to the contrary, if the Participant is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then any payment due under this Agreement that is considered “deferred compensation” under Section 409A of the Code payable on account of a Participant’s “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Participant, and (B) the date of Participant’s death (the “ Delay Period ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 15(b) shall be paid to the Participant in a lump sum in accordance with the Agreement.

(c)    A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Code Section 409A (and, more specifically, Treasury Regulation 1.409A-1(h)) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

(d)    For the avoidance of doubt, any payment due under this Agreement within a period following the Participant’s termination of employment, death, Disability other event, shall be made on a date during such period as determined by the Company in its sole discretion.

15.      Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.

16.      Successors . This Agreement shall inure to the benefit of and be binding upon any successor to the Company and shall inure to the benefit of the Participant's legal representative. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant's heirs, executors, administrator and successors.

17.      Electronic Communication . The Company may, in its sole discretion, decide to deliver any document related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.

[ signature page follows ]

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.

    

    

EXHIBIT A

PERFORMANCE CRITERIA

[To be determined]

UNITED NATURAL FOODS, INC.
AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN

PERFORMANCE-BASED VESTING RESTRICTED SHARE UNIT AWARD AGREEMENT

This Performance-Based Vesting Restricted Share Unit Award Agreement (this “ Agreement ”) effective as of ___________, 20__, between United Natural Foods, Inc. (the “ Company ”) and ___________ (the “ Participant ”), who is an employee of the Company, evidences a Performance Award denominated in Restricted Share Units to the Participant under the United Natural Foods, Inc. Amended and Restated 2012 Equity Incentive Plan (as amended from time to time, the “ Plan ”). Except in the preceding sentence and where the context otherwise requires, the term “ Company ” shall include the Company and all present and future Subsidiaries. All capitalized terms that are used in this Agreement without definition shall have the meanings set forth in the Plan.

1. Definitions.

2.      Grant of Restricted Share Units. In consideration of services rendered and agreed to be rendered, the Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, ____ Restricted Share Units (the “ Target Amount ”) (subject to adjustment under Section 4.2 of the Plan), provided that, to the extent that the Participant vests in greater than one hundred percent (100%) of the Restricted Share Units (as provided in Section 4 of this Agreement), additional Restricted Share Units will be paid to the Participant.

3.      Vesting.

(a)      To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “ Earned Amount ”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated

in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting 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 dies or terminates employment on account of Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability.

(c)      In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred (and before the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as of the date on which the Participant’s employment with or service to the Company is terminated.

(d)      Except as provided in Section 3(b) or (c) above or in any written agreement by and between the Company and the Participant, including, without limitation, any severance agreement or change in control agreement, if the Participant’s employment with the Company terminates for any reason prior to the expiration of the Performance Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the Participant.

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

5.      Payment. The Company shall issue to the Participant one Share for each Restricted Share Unit which has become vested with respect to the Performance Period pursuant to Section 3

of this Agreement. The payment of the Shares shall be made to the Participant (or the Participant’s assignee or beneficiary if permitted by the Plan or the Committee) no later than March 15th of the calendar year next following the calendar year in which the Performance Period ends and may be made as a book-entry confirmation or through the issuance of a certificate evidencing such Shares.

6.      Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares which may be issued upon the vesting of the Restricted Share Units (including, without limitation, voting rights and any rights to receive dividends or non-cash distributions with respect to such Shares) unless and until the Shares have been issued to Participant. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares are issued.

7.      Withholding. The Company's obligation to make payment of vested Restricted Share Units shall be subject to the Participant's satisfaction of any applicable federal, state, local and foreign withholding obligations or withholding taxes, including any employer minimum statutory withholding ("Withholding Taxes"), and the Participant shall pay the amount of any such Withholding Taxes to the Company as set forth in this Section 7. The Participant may satisfy his or her obligation to pay the Withholding Taxes by (i) making a cash payment to the Company in an amount equal to the Withholding Taxes; (ii) having the Company withhold Shares otherwise deliverable to the Participant pursuant to settlement of vested Restricted Share Units; or (iii) delivering, actually or by attestation, to the Company shares of Common Stock already owned by the Participant; provided that in the case of (ii) or (iii) the amount of such Shares withheld or shares of Common Stock delivered (with the value of such Shares being based on the Fair Market Value of a Share of the Company's Common Stock as of the payment date as determined by the Committee) shall not exceed the amount necessary to satisfy the minimum amount of Withholding Taxes. The Participant acknowledges and agrees that the Company has the right to deduct from compensation or other amounts owing to the Participant an amount not to exceed the Withholding Taxes.

8.      No Guarantee of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employ of the Company, or shall interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without Cause.

9.      Amendment. 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 Agreement and the Restricted Share Units, prospectively or retroactively in time (and in accordance with Section 409A of the Code with regard to awards subject thereto); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Participant or any holder or beneficiary of the Restricted Share Units shall not to that extent be effective without the consent of the Participant, holder or beneficiary; and provided further that no consent of the Participant or any holder or beneficiary shall be required for any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination 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 the provisions of Section 409A of the Code necessary to avoid tax penalties to the Participant. The Committee is authorized to make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Agreement and the Restricted Share Units as set forth in the Plan.

10.      Determinations by the Committee. Except as otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or this Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons.

11.      Provisions of the Plan. The Participant hereby acknowledges receipt of a copy of the Plan with this Agreement and agrees to be bound by all the terms and provisions of the Plan. This Agreement is governed by the terms of the Plan, and in the case of any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern. 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. This Agreement, and any payment of Shares in settlement of the Restricted Share Units, shall be subject to any policy of the Company regarding the recoupment or clawback of compensation as in effect at the date of this Agreement or hereafter adopted by the Board to conform to regulations related to recoupment or clawback of compensation adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

12.      Nontransferability of Restricted Share Units. Except as otherwise provided in the Plan, the Restricted Share Units and this Agreement shall not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Share Units otherwise than as permitted by the Plan and this Agreement shall, at the election of the Company, be null and void. Transfer of the Restricted Share Units for value is not permitted under the Plan or this Agreement.

13.      Notices. 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.

14.      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.

15.      Section 409A .

(a)    For the avoidance of doubt, the Restricted Share Units granted under this Agreement are intended to be exempt from or otherwise comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant by Code Section 409A or damages for failing to comply with Code Section 409A.

(b)    Notwithstanding any other payment schedule provided herein to the contrary, if the Participant is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then any payment due under this Agreement that is considered “deferred compensation” under Section 409A of the Code payable on

account of a Participant’s “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Participant, and (B) the date of Participant’s death (the “ Delay Period ”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 15(b) shall be paid to the Participant in a lump sum in accordance with the Agreement.

(c)    A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Code Section 409A (and, more specifically, Treasury Regulation 1.409A-1(h)) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

(d)    For the avoidance of doubt, any payment due under this Agreement within a period following the Participant’s termination of employment, death, Disability or other event, shall be made on a date during such period as determined by the Company in its sole discretion.

16.      Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.

17.      Successors . This Agreement shall inure to the benefit of and be binding upon any successor to the Company and shall inure to the benefit of the Participant's legal representative. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant's heirs, executors, administrator and successors.

18.      Electronic Communication . The Company may, in its sole discretion, decide to deliver any document related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.

[ signature page follows ]

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.

    

    

EXHIBIT A

PERFORMANCE CRITERIA

[To be determined]

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United Natural Foods, Inc.

Senior Management Annual Cash

Incentive Plan

    

Effective for FY2017

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I.    Administration of Incentive Plan

The Senior Management Cash Incentive Plan (the “Incentive Plan”) is based on the 2017 fiscal year, July 31, 2016 – July 29, 2017 for United Natural Foods, Inc. (the “Company”). This Incentive Plan shall be administered pursuant to the Company’s Amended and Restated 2012 Equity Incentive Plan, as such plan may be amended (the “Equity Plan”); it is the intention of the Company that all awards hereunder to Covered Officers (as defined in the Equity Plan) shall qualify for the “performance-based exception” to the deduction limitation imposed by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). All provisions hereof shall be interpreted accordingly. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Equity Plan. All incentive payouts will be calculated and paid by the Company on a date selected by the Company in its sole discretion that is not later than the later of (i) the 15th day of the third month following the end of the Company’s 2017 fiscal year; or (ii) March 15 of the calendar year following the calendar year in which the cash incentive is earned; provided that no payment will be made prior to the end of the Company’s 2017 fiscal year. All Incentive Plan payouts are subject to required local, state and federal withholding taxes.

The Incentive Plan shall be administered by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”). The Compensation Committee may delegate to certain associates the authority to manage the day-to-day administrative operations of the Incentive Plan as it may deem advisable.

The Compensation Committee reserves the right to amend, modify, or terminate the Incentive Plan at any time in its sole discretion.

The Compensation Committee shall have the authority to modify the terms of any award under the Incentive Plan that has been granted, to determine the time when awards under the Incentive Plan will be made, the amount of any payments pursuant to such awards, and the performance period to which they relate, to establish performance objectives in respect of such performance periods and to determine whether such performance objectives were attained. The Compensation Committee is authorized to interpret the Incentive Plan, to establish, amend and rescind any rules and regulations relating to the Incentive Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Incentive Plan. The Compensation Committee may correct any defect or omission or reconcile any inconsistency in the Incentive Plan in the manner and to the extent the Compensation Committee deems necessary or desirable. Any decision of the Compensation Committee in the interpretation and administration of the Incentive Plan, as described herein, shall be subject to the terms of the Equity Plan, but shall otherwise lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. Determinations made by the Compensation Committee under the Incentive Plan need not be uniform and may be made selectively among participants in the Incentive Plan, whether or not such participants are similarly situated . Any and all changes will be communicated to those executives participating in the Incentive Plan that are affected by the changes.

II.    Incentive Plan Eligibility

The Compensation Committee shall determine the executive officers and other members of the Company’s senior management eligible for participation in the Incentive Plan.

Participants in the Incentive Plan hired or promoted from July 31, 2016 through January 31, 2017 will be eligible for a prorated payout at the end of the fiscal year if the required performance metrics of his or her award are achieved. Such prorated payout shall be made in accordance with the payment provisions of Section I above. Employees hired or promoted from February 1, 2017 through July 29, 2017 will not be eligible to participate in the Incentive Plan for the 2017 fiscal year. Additionally, if any participant receives a change in base salary during the performance period, the bonus payout earned by the participant under the Incentive Plan, if any, will be prorated accordingly.

All Incentive Plan participants must accept the commitment and responsibility to perform all duties in compliance with the Company’s Standards of Conduct. Any participant who manipulates or attempts to manipulate the Incentive Plan for personal gain at the expense of customers, other associates, or Company objectives will be subject to appropriate disciplinary actions.

Participants must not divulge to any outsider (other than the Company’s financial, accounting and legal advisors) any non-public information regarding this Incentive Plan or any specific performance metrics applicable to the participant.

Participation in the Incentive Plan does not constitute a contract or promise of employment between the Company and any participant in the Incentive Plan, and nothing in the Incentive Plan shall be construed as conferring on a participant any right to continue in the employment of the Company or any of its Subsidiaries (as defined in the Equity Plan). Any promise or representations, oral or written, which are inconsistent with or different from the terms of the Incentive Plan are invalid.

III.    Termination Provisions

Except as otherwise provided for in a written agreement between the Company and such participant, any participant whose employment is terminated for any reason (e.g., voluntary separation or termination due to misconduct) prior to the end of the ninth fiscal monthly period of the 2017 fiscal year will not be eligible for distribution of awards under the Incentive Plan and shall forfeit any payments that may have been due to the participant under the Incentive Plan prior to or subsequent to the participant’s employment being terminated. Any participant whose employment is terminated for any reason other than (i) by the Company for Cause (as defined in the Equity Plan) or (ii) voluntarily by the participant after the end of the ninth fiscal monthly period of the 2017 fiscal year but prior to the end of the 2017 fiscal year will be eligible to receive his or her pro rata share of his or her award that would have been earned based on such participant’s actual period of participation in fiscal 2017 with such amount being payable, if earned, at such time as he or she would have been paid such amount in accordance with the payment provisions of Section I above. A participant whose employment is terminated for any reason other than Cause (as defined in the Equity Plan) following the end of the 2017 fiscal year but prior to the payout of awards under the Incentive Plan shall remain entitled to receive the award earned by such participant with such amount being payable, if earned, at such time as he or she would have been paid such amount in accordance with the payment provisions of Section I above. If a participant becomes disabled during the 2017 fiscal year or is granted a leave of absence during that time, a pro rata share of the participant’s award based on the period of actual participation may, in the Compensation Committee’s sole discretion, be paid to the participant after the end of the performance period if it would have become earned and payable had the participant’s employment status not changed. If a participant is terminated for Cause at any time, he or she will not be eligible for distribution of awards under the Incentive Plan and shall forfeit any payments that may have been due to the participant under the Incentive Plan prior to or subsequent to the participant’s employment being terminated for Cause.

Unless otherwise specified by any applicable severance plans or severance, employment or change in control agreement to which a participant is subject (in which case, there shall be no duplication of benefits) or by the Compensation Committee at the time when performance objectives are established with respect to the 2017 fiscal year, in the event of a Change in Control (as defined in the Equity Plan) prior to July 29, 2017, then subject to the Compensation Committee’s ability to exercise negative discretion to reduce the size of any payments hereunder pursuant to the first paragraph of Section V , each participant eligible to receive incentive compensation hereunder shall receive an amount of incentive compensation based upon achievement at the “target” level of the applicable performance objectives for the full fiscal year, with such payments being due and payable on a date selected by the Company that is not later than the first payroll date following the Change in Control.

IV.    Performance Measures

Participants in the Incentive Plan may receive a cash award upon the attainment of performance goals which may be corporate and/or individual goals and which will be communicated to the participant by the Compensation Committee. The percentage of any award payable pursuant to the Incentive Plan shall be based on the weights assigned to the applicable performance goal by the Compensation Committee. Each participant’s incentive award is based on a designated percentage of the participant’s base pay and is established by the Compensation Committee. The Compensation Committee shall determine whether and to what extent each performance goal has been met. In determining whether and to what extent a performance goal has been met, the Compensation Committee may consider such matters as the Compensation Committee deems appropriate.

V.    Miscellaneous Provisions

Notwithstanding anything to the contrary herein, the Compensation Committee, in its sole discretion and subject to the requirements of Section 409A (as defined below), may, unless otherwise provided for in a written agreement between the Company and the participant, (i) reduce any amounts otherwise payable to a participant hereunder in order to satisfy any liabilities owed to the Company or any of its Subsidiaries by the participant and (ii) reduce or eliminate the amount otherwise payable to any participant under the Incentive Plan based on individual performance or any other factors that the Compensation Committee, in its sole discretion, shall deem appropriate.

In the event of any material change in the business assets, liabilities or prospects of the Company, any division or any Subsidiary, the Compensation Committee subject to the Equity Plan (including, in the case of awards to Covered Officers, Section 11 of the Equity Plan) but otherwise in its sole discretion and without liability to any person may make such adjustments, if any, as it deems to be equitable as to any affected terms of outstanding awards.

The Company is the sponsor and legal obligor under the Incentive Plan and shall make all payments hereunder, other than any payments to be made by any of the Company’s Subsidiaries (in which case payment shall be made by such Subsidiary, as appropriate). The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to ensure the payment of any amounts under the Incentive Plan, and the participant’s rights to the payment hereunder shall be not greater than the rights of the Company’s (or its Subsidiary’s) unsecured creditors. All expenses involved in administering the Incentive Plan shall be borne by the Company.

The Incentive Plan shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in the State of Delaware.

Each participant agrees that payouts under this Incentive Plan are subject to the Company’s Recoupment (Clawback) Policy for performance-based incentive compensation or any other similar policy that may be adopted by the Board or Compensation Committee from time to time, to conform to regulations related to recoupment or clawback of compensation adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and also further agrees to promptly return to the Company, if the Company shall so request, all or a portion of any incentive amounts paid to such participant pursuant to this Incentive Plan based upon financial information or performance metrics later found to be materially inaccurate. The amount to be recovered shall be equal to the excess amount paid out over the amount that would have been paid out had such financial information or performance metric been fairly stated at the time the payout was made.

Notwithstanding anything herein to the contrary, the Compensation Committee, in its sole discretion, may make payments (including pro rata payments) to participants who do not meet the eligibility requirements of the Incentive Plan, including, but not limited to, the length of service requirements described in Section II above if the Compensation Committee determines that such payments are in the best interest of the Company.

The Incentive Plan is intended to comply with or be exempt from Section 409A of the Code and any rules, regulations or other official guidance promulgated thereunder (“Section 409A”) and will be interpreted in a manner intended to comply with Section 409A. Notwithstanding anything herein to the contrary, if at the time of the participant’s separation from service with the Company or any of its Subsidiaries the participant is a “specified employee” as defined in Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such separation from service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the participant) until the date that is six months and one day following the participant’s separation from service with the Company or any of its Subsidiaries (or the earliest date as is permitted under Section 409A), if such payment or benefit is payable upon a separation from service with the Company or any of its Subsidiaries. Each payment made under the Incentive Plan shall be designated as a “separate payment” within the meaning of Section 409A.