Exhibit 10.35
UNITED NATURAL FOODS, INC.
2004 EQUITY INCENTIVE PLAN
RESTRICTED UNIT AGREEMENT
This Restricted Unit Agreement (this "Agreement") effective as of
_____________, 20__, between United Natural Foods, Inc. (the "Company") and
___________________ ("Participant"), who is an employee, consultant, or
non-employee director of the Company or a Subsidiary, evidences the award of
Restricted Units to the Participant under the United Natural Foods, Inc. 2004
Equity Incentive Plan (the "Plan").
In consideration of services rendered and agreed to be rendered, the
Company makes this Award of Restricted Units to the Participant named in the
first sentence of this Agreement. This Agreement and the issuance or transfer of
shares of the Company's common stock are conditioned on the following terms:
1. Definitions.
All capitalized terms that are not otherwise defined in this
Agreement shall have the meanings set forth in the Plan.
(a) Grant Date means _________________, 20__ [same date as
introductory paragraph]
(b) Participant, solely for purposes of this Agreement, means the
employee, consultant or non-employee director designated
above.
(c) Restricted Unit means a right to receive payment in Shares or
cash (as determined by the Committee) following the expiration
of the Restriction Period.
(d) Restriction Period means the period commencing upon grant of
Restricted Units in accordance with Section 2 of this
Agreement and ending on the date provided under Section 3 of
this Agreement.
(e) Shares means Shares, as defined in Section 2(w) of the Plan,
issued pursuant to this Agreement.
(f) Unvested Restricted Units means Restricted Units granted
pursuant to Section 2 of this Agreement as to which the
Restriction Period has not expired under Section 3 of this
Agreement.
2. Grant of Restricted Units.
The Company hereby grants to the Participant, subject to the terms
and conditions set forth in this Agreement and in the Plan, _____ Restricted
Units, with a cash value equal to the Fair Market Value of an equivalent number
of Shares. A Restricted Unit does not represent an equity interest in the
Company and carries no voting or dividend rights.
3. Restriction Period.
(a) The Restriction Period under this Agreement shall expire, with
respect to the number or percentage of Restricted Units designated in the
schedule below, at the close of business on the dates enumerated in the schedule
below [or, if earlier, upon the death or disability (as defined in Section 14(a)
of the Plan) of the Participant][and shall not expire earlier than such dates as
a result of death or disability (as defined in Section 14(a) of the Plan) of the
Participant].
Number or Percentage of Restricted
Units As To Which Restrictions
Date Lapse on This Date
---- ------------------
_________________ _________________________
_________________ _________________________
_________________ _________________________
(b) The Restriction Period for any tranche of Restricted Units
included in an Award [shall][shall not] be deemed to expire if, within twelve
months after the Company obtains actual knowledge that a Change in Control has
occurred, a Participant's employment with the Company and its Subsidiaries
ceases for any reason. (See Section 14(c) of the Plan.)
(c) If the Participant ceases to be employed by the Company or a
Subsidiary or otherwise separates from service under circumstances not described
in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled
immediately, and shall not be payable, except to the extent the Committee
decides otherwise.
4. Payment. No later than 2 1/2 months after the end of the calendar year
in which the restrictions lapse with respect to a tranche of Restricted Units,
the Company shall [pay][issue] to the Participant or his Beneficiary (if the
Participant dies before payment or this Agreement provides for immediate vesting
of Unvested Restricted Units upon the Participant's death) [cash equal to the
Fair Market Value of an equivalent number of Shares][one Share for each
Restricted Unit in such tranche].
5. Withholding. The Participant acknowledges and agrees that the Company
has the right to deduct from payments of any kind otherwise due to the
Participant any federal, state or local taxes of any kind required by law to be
withheld with respect to the grant to the Participant of the Restricted Units or
the issuance to the Participant or his Beneficiary of Shares in accordance with
Section 4 of this Agreement, and to require that the Company be paid the amount
of any federal, state, or local taxes required by law to be withheld.
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6. Amendment. The Committee may in its sole discretion amend, modify, or
terminate this Agreement, including, but not limited to, substituting therefor
another Award of the same or a different type or changing the Restriction
Period. Except as otherwise provided in the Plan or in this Agreement or as
necessary to conform this Agreement to mandatory provisions of applicable
federal or state laws, regulations, or rulings, or section 409A of the Code, the
Committee shall obtain the Participant's consent before it amends this Agreement
in a manner that significantly reduces the Participant's rights or benefits
under this Agreement.
7. Determinations by Committee. Determinations by the Committee shall be
final, binding and conclusive with respect to the interpretation of the Plan and
this Agreement.
8. Provisions of the Plan. This grant is subject to the provisions of the
Plan, which is incorporated into this Agreement by reference and a copy of which
is furnished to the Participant with this Agreement.
9. Notices and Payments. Any notice required or permitted to be given to
the Participant under this Agreement shall be in writing and shall be deemed
effective upon personal delivery or upon deposit in the United States mail with
postage and fees prepaid. Any notice or communication required or permitted to
be given to the Company under this Agreement shall be in writing and shall be
deemed effective only upon receipt by the Secretary of the Company at the
Company's principal office.
10. Waiver. The waiver by the Company of any provision of this Agreement
at any time or for any purpose shall not operate as or be construed to be a
waiver of the same or any other provision of this Agreement at any subsequent
time or for any other purpose.
11. Governing Law. The validity and construction of this Agreement shall
be governed by the laws of the State of Delaware, excluding any conflicts or
choice of law rules or principles that might otherwise refer construction or
interpretation of any provision of this Agreement to the substantive law of
another jurisdiction.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by an officer of the Company, and the Participant has accepted and
signed this Agreement, all on the day and year first mentioned above.
UNITED NATURAL FOODS, INC.
By: ____________________________________
Title: _________________________________
Date: __________________________________
_________________________________ __________________________________
Participant Date
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