展覽10.40
美國天然食品有限公司。
2020年股權激勵計劃
限制股份單位獎勵協議
[授予零售總裁的時間]
本受限制股票單位獎勵協議（以下簡稱“協議”）自[ ] __, 20__（以下簡稱“授予日期”）雙方：United Natural Foods, Inc.（以下簡稱“公司”）__________________（「倉庫服務期」）。參與者根據不時修訂的United Natural Foods, Inc. 2020股權激勵計劃，在獎勵單位已向參與者授予一項以限制股份單位計價的獎勵。401(k)計劃的僱主貢獻除前述字句及情況另有要求外，“公司”應包括公司及所有現有和未來的子公司。在本協議中未定義但用於本協議的所有大寫字母術語應按照計劃中規定的含義解釋。
1.定義。
(a)「其他企業」的意思是指該公司以外的任何企業，而「...是或曾經是該公司或任何其他企業的董事、官員、僱員、代理人或信託人」描述了人員的身份狀態。參與者爲本協議特指上述被指定的員工。
(b) "分紅" 表示有權收取以本協議及計劃中規定的條款爲憑的公司普通股中的任何一股。受限股份單位意味着有權以公司普通股的任何一股作爲支付，每股面值爲$0.01，受限於本協議和計劃中規定的條款和條件。
(c) "董事" 應指本公司和任何受本公司委任，作爲董事、高級職員、員工、代理人或受託人的任何其他公司、合夥企業、合資企業、信託、員工福利計劃或其他企業。解禁期限「」表示從[ ]開始的期間 到[ ]結束的期間。
(d) 「」應包括合理的律師費、保全費、訴訟費用、審計費用、專家費用、證人費用、差旅費、複製費、印刷和裝訂費、電話費、郵資、送貨服務費，以及因受益人根據本協議實際或被視爲收到任何付款而對其徵收的任何聯邦、州、地方或外國稅款、ERISA徵收和罰款、以及在起訴、辯護、準備起訴或辯護、調查、參與或作爲證人或準備成爲證人時通常發生的所有其他類型的支出或費用，或對在任何訴訟中提供發現的請求做出回應或反對。費用還包括（i）與任何起訴有關的上訴費用，包括但不限於任何成本保證、超額保證、或其他上訴保證或其等效物的保費和其他相關成本（ii）與本公司維護的任何董事和高管責任保險單相關的費用，無論最終確定受益人是否有權獲得此類賠償、預先支付或費用報銷，情況各異，和（iii）僅用於，受保人爲了解釋、實施或保護其根據本協議、章程、公司章程或公司維護的任何董事和高管責任保險單的權利而發生的費用，不論是通過訴訟還是其他方式。然而，費用不包括受益人支付的和解金額或判決或罰款金額。交易” 意味着公司根據公司Cub Foods牌匾下所有板塊（包括相關特許經營、藥房和酒類業務）的全部或實質性的股權、資產或業務的出售、轉讓或其他處置，參與者應盡最大努力實施此交易，最終由公司自行決定。
2. 授予有限股份單位。 鑑於參與者將向公司提供服務，在此公司特此授予參與者[______] 有限股份單位，須遵守本協議和計劃中規定的條款和條件，並受限制。 有限股份單位的授予應根據計劃第4.3節規定的調整而受限制。 該授予以參與者在此協議簽署並將簽署的副本交付給公司之日起六十（60）天內（如果公司根據第18節規定提供電子方式，還可通過電子手段）爲條件。
3. 歸屬 & 與服務終止的效力。
(a)除非另有規定或計劃規定，如果參與者持續受僱於公司直至適用的認股日期，受限制股份單位將根據以下時間表獲得解凍:
兌現日期 受限股份單位
[解除限制日期] [解除限制日期上股份的數量或百分比]
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[解禁日期] [解禁日期上解禁的股票數量或佔比]
[歸屬日期] [歸屬日期上歸屬的股數或百分比]
(b)退休: 如果參與者在自授予之日起的365天內因退休而離職（”補助年份”），限制性股票單位的比例數量將在歸屬期內繼續歸屬。這個”按比例分列的數字” 應是（i）根據本協議授予的限制性股票單位總數和（ii）（A）自授予之日起至參與者因退休而離職之日止的天數，以及（B）365，授予年度的天數的乘數。如果參與者在歸屬期結束之前但在授予年度之後因退休而離職，則根據本協議授予的所有當時未歸屬的限制性股票單位將在歸屬期內繼續歸屬。如果參與者在歸屬期結束之前繼續受僱，則參與者在退休時對任何當時未歸屬的限制性股票單位的權利只能在根據本協議第4節發行以結算此類限制性股票單位時才能被沒收。
(c) 死亡和殘疾如果參與者在授予後任何時候因殘疾去世或由於殘疾與服務分離，則所有當時未實現的限制性股票單位應全部獲得。
(d) 控制權變更在發生以下情況時：與公司或公司的任何繼任者的僱傭關係由於無正當理由而終止，或者參與者因正當理由而終止與公司或其繼任者的僱傭關係，在變更控制之後的十二個月內（並在受限制的股份單位根據本協議第3(a)、(b)或(c)條款未獲得歸屬之前），參與者應對本協議第2條授予的所有限制性股份單位生效，參與者對這些限制性股份單位的權利將在參與者與公司或其繼承者的僱傭關係終止之日起變爲不可放棄的。如果此獎勵在與變更控制事件相關的情況下未被收購方承擔，所有限制性股份單位應在變更控制前立即生效，並在變更控制後立即結算（儘管以下第4條規定的結算時間較長）。如果在上述描述的時間結算限制性股份單位會導致對參與者徵收稅款（如果參與者有資格退休）根據《稅收法》第409A條的規定，這種結算應在可以避免徵收此類稅款的最早日期上進行。
(e)交易後解僱如果公司在交易完成後無故解僱參與者（並在第3(a)、(b)、(c)或(d)節規定的限制股份單位實現成熟之前），參與者應獲得本協議第2節授予的所有限制股份單位，並參與者對這些限制股份單位的權利應在最終解除日期上變得不可放棄。
(f)無正當理由的離職如果參與者無正當理由地離職（如計劃所定義），則：
(i) 任何未解凍的受限股份單位，其原定在與分離日期之前365天內解凍，並且在與分離日期超過365天前授予的股份單位，應在最終釋放日期生效解凍；
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(ii) 分開日起365天內計劃解鎖的受限股票單位的比例，以及距離分開日期不足365天批准的，應於解除最終確定日期生效。
(iii) 任何未按上述規定獲得歸屬權的受限股票單位將在無因服務終止日期起被沒收。
Notwithstanding the foregoing, the vesting and payout of any Restricted Share Units pursuant to this Section 3(e) shall be subject to the satisfaction of any conditions required for payout of the Restricted Share Units pursuant to this Agreement and the Plan. In no event shall the accelerated vesting pursuant to this Section 3(e) accelerate the settlement of any Restricted Share Units if such Restricted Share Units are otherwise subject to Section 409A of the Code.
The “Separation Pro-Rated Number” shall be the product of (A) the total number of Restricted Share Units granted under this Agreement less than 365 days prior to the date of Separation from Service without Cause and (B) the quotient of (1) the number of days from the Grant Date to the date of Separation from Service without Cause and (2) 365.
(f) Except as provided in Section 3(b),(c), (d), (e) or (f) above or as otherwise provided in any written agreement by and between the Company and the Participant, if the Participant’s employment with the Company terminates for any reason prior to the expiration of the Vesting Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the Participant.
4. Payment. The Company shall issue to the Participant one Share for each Restricted Share Unit which has become vested with respect to the vesting schedule pursuant to Section 3 of this Agreement. The payment of the Shares shall be made to the Participant (or the Participant’s assignee or beneficiary if permitted by the Plan or the Committee) in accordance with the Company’s grant and award policy no later than March 15th of the calendar year next following the calendar year in which the vesting period ends and may be made as a book-entry confirmation or through the issuance of a certificate evidencing such Shares; provided, however, that if the Participant is eligible for Retirement at any point during the Vesting Period, payment of the Shares shall be made as soon as practicable following the applicable vesting date set forth in Section 3, but in no event later than December 31 of the calendar year in which such vesting date occurs.
5. Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares which may be issued upon the vesting of the Restricted Share Units (including, without limitation, voting rights and any rights to receive dividends or non-cash distributions with respect to such Shares) unless and until the Shares have been issued to the Participant. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares are issued.
6. Withholding. The Company’s obligation to make payment of vested Restricted Share Units shall be subject to the Participant’s satisfaction of any applicable federal, state, local and foreign withholding obligations or withholding taxes, including any employer minimum statutory withholding (“Withholding Taxes”), and the Participant shall pay the amount of any such Withholding Taxes to the Company as set forth in this Section 6. The Participant may satisfy his or her obligation to pay the Withholding Taxes by (i) having the Company withhold Shares otherwise deliverable to the Participant pursuant to settlement of vested Restricted Share Units; or (ii) delivering, actually or by attestation, to the Company shares of Common Stock already owned by the Participant; provided that the amount of such Shares withheld or shares of Common Stock delivered (with the value of such Shares being based on the Fair Market Value of a Share of the Company’s Common Stock as of the payment date as determined by the Committee) shall not exceed the amount necessary to satisfy the minimum amount of Withholding
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Taxes. The Participant acknowledges and agrees that the Company has the right to deduct from compensation or other amounts owing to the Participant an amount not to exceed the Withholding Taxes.
7. Covenants. As a condition to the receipt of the Award (which shall be forfeited in the event of noncompliance with this Section 7), the Participant hereby covenants with the Company as follows:
(a) Confidential Information. The Participant shall not disclose or reveal to any unauthorized person or knowingly use for the Participant’s own benefit, or another person or entity’s benefit, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company (“Confidential Information”), and the Participant confirms that Confidential Information constitutes the exclusive property of the Company. Such restrictions shall not apply to information which is (i) generally available in the industry, or (ii) disclosed through no fault of the Participant, or (iii) required to be disclosed pursuant to applicable law or regulation or the order of a governmental or regulatory body (provided that the Company is given reasonable notice of any such required disclosure). The Participant agrees that Participant will immediately return to the Company upon request, but in any event upon Separation from Service, any physical embodiment of any Confidential Information and/or any summaries containing any Confidential Information, in whole in part, in any media. For the avoidance of doubt, nothing in this Agreement prohibits the Participant from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation. The Participant does not need the prior authorization of the Company to make any such reports or disclosures, and the Participant is not required to notify the Company that the Participant has made such reports or disclosure.
The Participant acknowledges and agrees that the Company has provided the Participant with written notice below that the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), provides an immunity for the disclosure of a trade secret to report suspected violations of law and/or in an anti-retaliation lawsuit, as follows:
(1) IMMUNITY — An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that —
(A) is made —
(i) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney; and
(ii) solely for the purpose of reporting or investigating a suspected violation of law; or
(B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(2) USE OF TRADE SECRET INFORMATION IN ANTI-RETALIATION LAWSUIT — An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—
(A) files any document containing the trade secret under seal; and
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(B) does not disclose the trade secret, except pursuant to court order.
(b) Non-Competition. Except with the prior written consent of the Company’s Board of Directors, during the term of employment, and, unless otherwise prohibited by law, for a period of one year following the Participant’s Separation from Service for any reason (the “Restricted Period”), the Participant shall not engage, directly or indirectly, in Competition with the Company. “Competition” means providing services in the Restricted Area in any capacity (whether as an employee, independent contractor, consultant, principal, agent, partner, officer, director, investor, or shareholder, except as a shareholder of less than five (5%) percent of a publicly traded company) to a Competitor of the Company that: (i) are the same or similar in function or purpose to the services the Participant provided to the Company or (ii) will likely result in the disclosure of Confidential Information to a Competitor or the use of Confidential Information on behalf of a Competitor. The “Restricted Area” means the geographic area the Participant served at any time during the previous two years of the Participant’s employment. For avoidance of doubt, if the Participant’s job duties encompassed the United States, the Restricted Area shall be the United States. “Competitor” means any person, corporation, joint venture or other entity that provides one or more of the business offerings of the Company, including new products or services under active consideration by the Company at the time of the Participant’s Separation from Service.
(c) Non-Solicitation – Business Partners. During the Restricted Period, the Participant shall not interfere with the Company’s relationship with its Business Partners by soliciting or communicating (regardless of who initiates the communication) with a Business Partner to: (i) induce or encourage the Business Partner to stop doing business or reduce its business with the Company, or (ii) buy a product or service that competes with a product or service offered by the Company’s business. “Business Partner” means: a customer (person or entity), prospective customer (person or entity), supplier or manufacturer with which the Company has a business relationship and with which the Participant had business-related contact or dealings, or about which the Participant received Confidential Information, in the two years prior to the Participant’s Separation from Service.
(d) Non-Solicitation – Employees/Contractors. During the Restricted Period, the Participant shall not interfere with the Company’s relationship with any employee or contractor of the Company by: (i) soliciting or communicating with the employee or contractor to induce or encourage him or her to leave the Company’s employ or engagement (regardless of who first initiates the communication); (ii) helping another person or entity evaluate such employee or contractor as an employment or contractor candidate; or (iii) otherwise helping any person or entity hire an employee or contractor away from the Company.
(e) The Participant hereby acknowledges that the Participant will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which are based upon or related to any Confidential Information protected under Section 7(a) herein, and which are made, conceived or reduced to practice by the Participant during the Participant’s period of employment by the Company and the Restricted Period. The provisions of this Section 7(e) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by the Participant alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of the Participant’s duties.
(f) The Participant shall, upon request of the Company, but at no expense to the Participant, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improvements and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries.
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(g) During the Restricted Period, upon reasonable request of the Company, the Participant shall cooperate in any internal or external investigation, litigation or any dispute relating to any matter in which he or she was involved during his or her employment with the Company; provided, however, that the Participant shall not be obligated to spend time and/or travel in connection with such cooperation to the extent that it would unreasonably interfere with the Participant’s other commitments and obligations. The Company shall reimburse the Participant for all expenses the Participant reasonably incurs in so cooperating.
(h) Before accepting employment with any other person, organization or entity while employed by the Company and during the Restricted Period, the Participant will inform such person, organization or entity of the restrictions contained in this Section 7. The Participant further consents to notification by the Company to the Participant’s subsequent employer or other third party of the Participant’s obligations under this Agreement.
(i) The Participant recognizes that the possible restrictions on the Participant’s activities which may occur as a result of the Participant’s performance of the Participant’s obligations under Sections 7(a) through (d) of this Agreement are required for the reasonable protection of the Company and its investments, and the Participant expressly acknowledges that such restrictions are fair and reasonable for that purpose. The Participant acknowledges that money damages would not be an adequate or sufficient remedy for any breach of Sections 7(a) through (d), and that in the event of a breach or threatened breach of Sections 7(a) through (d), the Company, in addition to other rights and remedies existing in its favor, shall be entitled, as a matter of right, to injunctive relief, including specific performance, from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of Sections 7(a) through (d). The terms of this Section 7(i) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Participant. If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon the Participant then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable. The Participant expressly agrees that all payments and benefits due the Participant under this Agreement shall be subject to the Participant’s compliance with the provisions set forth in Sections 7(a) through (d).
8. No Guarantee of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employ of the Company, or shall interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without Cause.
9. Amendment. Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of or alter, suspend, discontinue, cancel or terminate, this Agreement and the Restricted Share Units, prospectively or retroactively in time (and in accordance with Section 409A of the Code with regard to awards subject thereto); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Participant or any holder or beneficiary of the Restricted Share Units shall not to that extent be effective without the consent of the Participant, holder or beneficiary; and provided further that no consent of the Participant or any holder or beneficiary shall be required for any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination to the extent necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations or rulings, including but not limited to the provisions of Section 409A of the Code necessary to avoid tax penalties to the Participant. The Committee is authorized to make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Agreement and the Restricted Share Units as set forth in the Plan.
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10. Determinations by the Committee. Except as otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or this Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons.
11. Provisions of the Plan. The Participant hereby acknowledges receipt of a copy of the Plan with this Agreement and agrees to be bound by all the terms and provisions of the Plan. This Agreement is governed by the terms of the Plan, and in the case of any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern. This Agreement, read together with the Plan, represents the entire understanding and agreement between the Company and the Participant, and shall supersede any prior agreement and understanding between the parties with respect to the matters contained herein. This Agreement, and any payment of Shares in settlement of the Restricted Share Units, shall be subject to any policy of the Company regarding the recoupment or clawback of compensation as in effect at the date of this Agreement or hereafter adopted by the Board.
12. Nontransferability of Restricted Share Units. Except as otherwise provided in the Plan, the Restricted Share Units and this Agreement shall not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Share Units otherwise than as permitted by the Plan and this Agreement shall, at the election of the Company, be null and void. Transfer of the Restricted Share Units for value is not permitted under the Plan or this Agreement.
13. Notices. Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid. Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.
14. Waiver. The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.
15. Section 409A.
(a) For the avoidance of doubt, the Restricted Share Units granted under this Agreement are intended to be exempt from or otherwise comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant by Code Section 409A or damages for failing to comply with Code Section 409A.
(b) Notwithstanding any other payment schedule provided herein to the contrary, if the Participant is deemed on the date of Separation from Service to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then any payment due under this Agreement that is considered “deferred compensation” under Section 409A of the Code payable on account of a Participant’s Separation from Service shall not be made until the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such Separation from Service of the Participant, and (B) the date of the Participant’s death (the “Delay Period”) to the extent required under
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Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 15(b) shall be paid to the Participant in a lump sum in accordance with the Agreement.
(c) For the avoidance of doubt, any payment due under this Agreement within a period following the Participant’s Separation from Service, death, Disability, Retirement or other event, shall be made on a date during such period as determined by the Company in its sole discretion.
16. Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.
17. Successors. This Agreement shall inure to the benefit of and be binding upon any successor to the Company and shall inure to the benefit of the Participant's legal representative. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant's heirs, executors, administrator and successors.
18. Electronic Communication. The Company may, in its sole discretion, decide to deliver any document related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
[signature page follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.
UNITED NATURAL FOODS, INC.
By: __________________________
PARTICIPANT
______________________________
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