Exhibit 10.55
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (“Agreement”) is
effective as of _________, 2008, 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:
1. The
following terms shall have the following
definitions:
(a) the
term “Act” shall mean the Securities Exchange Act
of 1934, as amended to date.
(b) the
term “Affiliate” shall mean any corporation which
is a subsidiary of the Company within the definition of
“subsidiary corporation” under Section 424(f) of
the Internal Revenue Code of 1986, as amended.
(c) the
term "Cause" shall mean (i) conviction of Employee of a felony
or crime of moral turpitude under applicable law, (ii)
unauthorized acts intended to result in Employee's personal
enrichment at the material expense of the Company or its
reputation, or (iii) any violation of Employee's duties or
responsibilities to the Company which constitutes willful
misconduct or dereliction of duty, or breach of Section 6 of
this Agreement.
(d) The
term “Change in Control” means the happening of
any of the following:
(i) any
“person”, including a “group” (as such
terms are used in Sections 13(d) and 14(d) of 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;
(ii)
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 50% 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
(iii)
the purchase of 30% or more of the Stock 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.
(e) the
term "Disability" shall mean the material inability, in the
reasonable opinion of the Board of Directors, of Employee to
render his agreed upon full-time services to the Company due
to physical and/or mental infirmity for a period of one
hundred twenty (120) consecutive days, or an aggregate period
of time exceeding one hundred twenty (120) days in any
consecutive twelve (12) month period.
(f) the
term “Effective 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 “Effective Date” shall mean the date
immediately prior to the date of such termination of
employment.
(g) the
term “Equity Plan” shall mean any
option to purchase shares of the Common Stock $.01 par value
per share of the Company
(“Stock”) granted to Employee pursuant
to the Company’s 2002 Stock Incentive Plan,
as amended from time to time (“Options”), any
rights the Employee may have under the Company’s
Employee Stock Ownership Plan, as amended from time to time,
or any rights the Employee may have under any other current or
future Company plan relating to Options or restricted stock,
such as the 2004 Equity Incentive Plan.
(h) the
term the “Good Reason” shall mean, without the
Employee ’
s express written consent, the occurrence of any one or more
of the following: (i) the assignment of Employee to duties
materially adversely inconsistent with the Employee’s
current duties, and failure to rescind such assignment within
thirty (30) days of receipt of notice from the Employee; (ii)
a relocation more than fifty miles from the Company’s
Dayville, Connecticut offices; (iii) a reduction by the
Company in the Employee ’
s base salary, or the failure of the Company to pay or cause
to be paid any compensation or benefits hereunder 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;
(iv) 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 existing
plans of any type; provided that a Company-wide reduction or
elimination of such plans shall not be a violation of this
Section (iv); or (v) 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 this
Agreement.
2. In
the event (a) the Employee is terminated for reasons other
than Cause, death or Disability or (b) the Employee resigns
for Good Reason, in addition to the payment of any unpaid base
salary and accrued and unpaid vacation as of the date of such
terminatio
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