0001047469-10-008276 Sample Contracts

Contract
United Natural Foods Inc • September 27th, 2010 • Wholesale-groceries, general line

A request for confidential treatment has been made with respect to portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • September 27th, 2010 • United Natural Foods Inc • Wholesale-groceries, general line • Rhode Island

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is effective as of , 2010, and is made by and between United Natural Foods, Inc., a Delaware corporation (the “Company”), and (“Employee”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including without limitation the Employee’s willingness to continue his employment with the Company and the other obligations of the parties hereunder, the parties hereby agree as follows:

UNITED NATURAL FOODS, INC. RESTRICTED UNIT AGREEMENT
Restricted Unit Agreement • September 27th, 2010 • United Natural Foods Inc • Wholesale-groceries, general line • Delaware

This Restricted Unit Agreement (this “Agreement”) effective as of _______________, 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”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • September 27th, 2010 • United Natural Foods Inc • Wholesale-groceries, general line • Rhode Island

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is effective as of , 2010, and is made by and between United Natural Foods, Inc., a Delaware corporation (the “Company”), and (“Employee”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including without limitation the Employee’s willingness to continue his employment with the Company and the other obligations of the parties hereunder, the parties hereby agree as follows:

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