Attached files
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EX-10.1 - UNITED NATURAL FOODS INC | ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 27, 2010
UNITED
NATURAL FOODS, INC.
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-21531
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05-0376157
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification No.)
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313
Iron Horse Way, Providence, RI 02908
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (401)
528-8634
N/A
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(Former
name or former address, if changed since last
report)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e)
United Natural Foods, Inc., a Delaware corporation (the
“Company”) and Daniel Atwood, who was serving as the Company’s Senior Vice
President, Chief Innovation Officer, have entered into a Employment Separation
Agreement and Release (the “Separation Agreement”), effective January 27,
2010. Pursuant to the Separation Agreement, Mr. Atwood is entitled to
receive a severance payment in the amount of $363,000 as well as continued
medical benefits for a one-year period (collectively, the “Separation
Payments”). The cash portion of the Separation Payments will not commence until
six months and one day following Mr. Atwood’s separation from service, at which
time half of the total cash payments will be paid. Thereafter, the
remaining unpaid cash portion of the Separation Payments will be paid in pro
rata amounts for the next six months in accordance with the Company’s normal
payroll practices. The Separation Payments are contingent on Mr. Atwood’s
agreement to a general release of claims, which generally provides that Mr.
Atwood voluntarily releases the Company, its present and former directors,
officers, shareholders and certain other persons or entities affiliated with the
Company of claims related to his employment with the Company. The
Separation Agreement also provides for mutual non-disparagement obligations and
provides that the Separation Payments are contingent on Mr. Atwood’s compliance
with the one-year non-competition and non-solicitation obligations set out in
the Separation Agreement and Mr. Atwood’s Severance Agreement, the form of which
has been previously filed by the Company as Exhibit 10.1 to its Form 8-K filed
on August 9, 2005.
The
foregoing summary of the material terms of the Separation Agreement is qualified
in its entirety by reference to the actual agreement, a copy of which is filed
herewith as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits
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10.1 Employment
Separation Agreement and Release by and between Daniel V. Atwood and United
Natural Foods, Inc., effective January 27, 2010.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
UNITED
NATURAL FOODS, INC.
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By:
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/s/ Mark E.
Shamber
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Name:
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Mark
E. Shamber
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Title:
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Senior
Vice President, Chief Financial Officer and
Treasurer
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Date: January
29, 2010
EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Employment
Separation Agreement and Release by and between Daniel V. Atwood and
United Natural Foods, Inc., effective January 27,
2010.
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