EXHIBIT 10.58
EMPLOYMENT TRANSITION AGREEMENT AND
RELEASE
United Natural
Foods, Inc., a Delaware corporation (the “Company”) and
Richard Antonelli (“Mr. Antonelli”) hereby agree as
follows:
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Mr. Antonelli
hereby resigns as (i) an employee and officer of the Company, (ii)
a member of the Board of Directors of the Company and (iii) an
officer and director of any subsidiaries of the Company where he
holds such offices, effective August 12, 2008, although Mr.
Antonelli may choose to resign on an earlier date (the
“Resignation Date”). Mr. Antonelli shall
remain on a paid leave of absence with the Company through the
Resignation Date; such leave shall not serve to reduce Mr.
Antonelli’s accrued vacation.
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On the
Resignation Date, the Company will pay Mr. Antonelli for any unused
vacation time earned by him through the Resignation Date. Beginning
with the later of the Resignation Date or the expiration of the
Revocation Period (as hereinafter defined):
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a. The Company
shall honor its obligations to Mr. Antonelli under Section 2 of the
Severance Agreement dated as of July 25, 2005 between the Company
and Mr. Antonelli (the “Severance Agreement”), under
which the Company shall continue Mr. Antonelli’s base salary
and medical benefits for a period of one (1) year, subject to
applicable withholding and deductions, provided, however that the
Company shall make no base salary payments under this Section 2(a)
until six months and one day after the Company’s obligations
commence, at which point the Company shall pay Mr. Antonelli all
accrued and unpaid base salary payments, and thereafter the Company
shall pay base salary for the balance of the one-year period in
accordance with its normal payroll policies.
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b. After the
expiration of the above-referenced one-year period, the Company
shall respect Mr. Antonelli’s rights (and his
dependents’ rights), if any, to continued medical coverage at
his own expense under the Consolidated Omnibus Budget
Reconciliation Act.
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a. As of the
Resignation Date, Mr. Antonelli shall no longer be eligible to
receive long-term disability benefits or to participate in the
Company’s 401(k) and Profit Sharing Plan. The
Company will promptly notify Mr. Antonelli in writing concerning
his options with regard to his 401(k) account.
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b. As of the
Resignation Date: (i) Mr. Antonelli’s ability to exercise any
vested stock options to purchase shares of the Company’s
Common Stock shall be governed by the terms of the applicable
equity plan and (ii) all unvested stock options shall be forfeited,
except for those restricted stock units (“RSUs”) and
restricted shares of Common Stock that were due to vest in December
of 2008, and will now accelerate to vest as of the Resignation
Date. Only those restricted shares and restricted stock
units shall be vested and exercisable in addition to the stock
options noted in (i) above and shall be governed by the terms of
the applicable plan. The Company will promptly notify
Mr. Antonelli in writing concerning his ability to exercise any
vested stock options, RSUs or restricted shares of Common
Stock.
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c. Mr.
Antonelli may at any time exercise his rights under the
Company’s Employee Stock Ownership Plan (“ESOP”)
to effect the distribution and sale, if he so elects, of shares of
the Company’s Common Stock allocated to him, in accordance
with the provisions of the ESOP.
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a. In consideration of the foregoing,
which Mr. Antonelli acknowledges includes compensation, benefits
and other rights to which he is not otherwise entitled, Mr.
Antonelli hereby releases and forever discharges the Company, its
present and former directors, officers, employees, agents,
subsidiaries and shareholders, and its and their successors and
assigns
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