UNITED NATURAL FOODS, INC. (NASDAQ:UNFI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)

On December 16, 2016, United Natural Foods, Inc. (the Company)
entered into amended and restated severance agreements and amended
and restated change in control agreements with each of the Companys
officers that were identified as Named Executive Officers in the
Companys proxy statement filed with the Securities and Exchange
Commission on November 4, 2016 other than the Companys President
and Chief Executive Officer, Steven L. Spinner, with whom the
Company entered into an employment agreement on October 28, 2016.
These amended and restated severance agreements and amended and
restated change in control agreements restate in their entirety the
severance agreements and change in control agreements that the
Company previously entered into with the Named Executive Officers
that are a party to these agreements.

Each of the amended and restated severance agreements includes
confidentiality, non-competition and non-solicitation and
intellectual property assignment provisions in favor of the
Company, and provides that if the Company terminates the Named
Executive Officer (other than in connection with or within one year
following a Change in Control), without Cause or such executive
voluntarily terminates his employment for Good Reason, the Company
would be required to pay to the executive (i) his base salary, as
in effect as of the termination date of his employment, for a
period of one year following his termination, and (ii) make a cash
payment in the amount of $35,000 to such individual that may be
used by the individual to pay for post-termination medical benefits
for himself and his dependents.

Each of the amended and restated change in control agreements
includes confidentiality, non-competition and non-solicitation and
intellectual property assignment provisions in favor of the
Company, and provides that if the Company terminates the Named
Executive Officer without Cause or such executive voluntarily
terminates his employment for Good Reason, in either case, within
one year following a Change in Control, the Company would be
required to pay the executive (i) a multiple of the executives then
current base salary (2.99 times in the case of Joseph J.
Traficanti, Michael P. Zechmeister and Sean Griffin and 1.5 times
in the case of Eric Dorne), (ii) a multiple of the executives
annual cash incentive payments based on target performance for the
fiscal year in which the executive is terminated (2.99 times in the
case of Joseph J. Traficanti, Michael P. Zechmeister and Sean
Griffin and 1.5 times in the case of Eric Dorne) and (iii) the
pro-rated portion of the executives current-year annual cash
incentive payments he would have been owed for the fiscal year in
which his employment was terminated based on the Companys actual
results when measured against the performance metrics applicable to
him for that performance period. In those same termination
scenarios the Company must also make a cash payment in the amount
of $105,000 to such individual that may be used by the individual
to pay for post-termination medical benefits for himself and his
dependents. In addition, if the Named Executive Officer is
terminated by the Company without Cause or voluntarily terminates
his employment for Good Reason, in each case within one year
following a Change in Control, any and all unvested and unexercised
stock options, restricted stock, restricted stock units and
performance-based vesting equity awards granted to the Named
Executive Officer shall become fully vested as of the date of the
Change in Control, including performance awards, which shall vest
at target level of performance unless a greater level of vesting is
provided for in the applicable award agreement.

The amended and restated change in control agreements contemplate
that if any payments or benefits otherwise payable to the Named
Executive Officer would constitute parachute payments within the
meaning of Section 280G of the Internal Revenue Code, as amended
(the Code), and would be subject to the excise tax imposed by
Section 4999 of the Code, then such payments and benefits will
either be (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 such excise tax under Section 4999 of the
Code, whichever of the foregoing amounts, taking into account
applicable taxes and the excise tax imposed by Section 4999 of the
Code, results in the receipt by the Named Executive Officer on an
after-tax basis, of the greatest amount of benefits. The amended
and restated change in control agreements do not require the
Company to pay any excise tax imposed on the Named Executive
Officer on account of any parachute payments (within the meaning of
Section 280G of the Code) made to the agreements.

The provision of all benefits under the amended and restated
severance agreements and amended and restated change in control
agreements will be subject to any restrictions under applicable
law, including under Section 409A of the Code.

For purposes of the amended and restated severance agreements and
amended and restated change in control agreements described above,
the terms “Cause”, “Good Reason” and “Change in Control” have
the meanings set forth below.

Cause generally means (1) the conviction of the Named Executive
Officer under applicable law of any felony or any misdemeanor
involving moral turpitude, (2) unauthorized acts intended to result
in the Named Executive Officers personal enrichment at the material
expense of the Company or its reputation, (3) any violation of the
Named Executive Officers duties or responsibilities to the Company
which constitutes willful misconduct or dereliction of duty or (4)
material breach of the sections of the agreements related to
confidentiality and non-competition, in each case to the extent not
cured (if curable) following notice of such event.

Good Reason generally means the occurrence of any one or more of
the following without the executive’s express written consent: (1)
the assignment of the Named Executive Officer to duties materially
adversely inconsistent with his duties as of the date of the
amended and restated severance agreement and amended and restated
change in control agreement, as applicable and failure to rescind
such within 30 days of notice from the executive; (2) a material
reduction in the Named Executive Officers title, executive
authority or reporting status; (3) the Companys requirement that
the Named Executive Officer relocate more than 50 miles from his
then current place of employment; (4) a reduction by the Company in
the Named Executive Officers 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 Named Executive
Officer; (5) failure to include the Named Executive Officer in any
new employee benefit plans proposed by the Company or a material
reduction in the Named Executive Officers 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; or (6) 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
the amended and restated severance agreement or amended and
restated change in control agreement, as applicable, and in each
case to the extent not cured (if curable) following notice of such
event.

“Change in Control” means the happening of any of the following:

>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 “Exchange 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 Exchange 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;

approval by the stockholders of the Company of 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

>the purchase of 30% or more of the Company’s stock 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

Exchange Act), other than the Company, any of its affiliates, or
any employee benefit plan of the Company or any of its affiliates.

The above description of the amended and restated severance
agreements and amended and restated change in control agreements
does not purport to be complete and is qualified in its entirety by
reference to the forms of such agreements, copies of which are
filed with this report as Exhibit 10.1 and 10.2, respectively, and
are incorporated herein in their entirety by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits