8-K

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): August 6, 2008

UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-21531	05-0376157
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

260 Lake Road

Dayville, CT 06241
(Address of Principal Executive Offices) (Zip Code)

(860) 779-2800
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2008, Richard Antonelli resigned from his positions of Executive Vice President and Chief Operating Officer of United Natural Foods, Inc. (the “Company”) and President of United Distribution.  In addition, on August 6, 2008, Mr. Antonelli resigned from the Company’s board of directors.  Mr. Antonelli’s resignation as an officer and director of the Company will be effective on August 12, 2008.  Mr. Antonelli’s resignation from the board of directors was not as the result of any disagreement with the Company over any matter regarding the Company’s operations, polices or practices.

In connection with Mr. Antonelli’s resignation as an officer and director of the Company, on August 6, 2008, the Company and Mr. Antonelli entered into an employment transition agreement and release (the “Transition Agreement”).  Under the Transition Agreement:

· the Company affirmed its obligation to pay to Mr. Antonelli the base salary and medical benefits to which he is entitled under section 2 of the severance agreement, dated July 25, 2005 (the “Severance Agreement”), between the Company and Mr. Antonelli (subject to deferrals of payment of any such amounts required to comply with applicable law);

· Mr. Antonelli is entitled to exercise any vested stock options in accordance with the terms of the Company equity plan under which such stock options were granted and agrees to forfeit all of his unvested stock options;

· Mr. Antonelli agreed to forfeit any restricted stock units and restricted shares of the Company’s common stock held by him, other than the restricted stock units and restricted shares held by Mr. Antonelli that vest in December of 2008, which will vest on the effective date of Mr. Antonelli’s resignation and become exercisable in accordance with the terms of the Company equity plan under which such restricted stock units and restricted shares were granted; and

· Mr. Antonelli released and discharged the Company from any liabilities and claims related to his employment as an officer, director or employee of the Company (and any rights or entitlements related to his employment with the Company), and the termination of his employment with the Company.

The Transition Agreement also contains non-disparagement and confidentiality covenants on behalf of Mr. Antonelli and incorporates the noncompetition restrictions and assignment of inventions provisions to which Mr. Antonelli is subject under the Severance Agreement.  Mr. Antonelli has the right to revoke the Transition Agreement at any time during the seven-day period following his execution of the agreement.  The Transition Agreement will become effective upon the expiration of such period if Mr. Antonelli has not previously revoked the agreement.

A copy of the Transition Agreement is attached as Exhibit 10.58 to this Form 8-K.  The Company previously has filed with the Securities and Exchange Commission a form of the Severance Agreement.

Item 7.01.     Regulation FD Disclosure.

On August 8, 2008, the Company issued a press release announcing Mr. Antonelli’s retirement as an officer and resignation as a director of the Company. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01.     Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired:  Not Applicable

(b) Pro Forma Financial Information:  Not Applicable

(c) Shell Company Transactions:  Not Applicable

(d) Exhibits.

Exhibit No. Description

10.58 Employment Transition Agreement and Release, dated August 6, 2008, between the Company and Richard Antonelli.

99.1 Press Release, dated August 8, 2008: United Natural Foods Announces Retirement of Richard Antonelli, Chief Operating Officer.

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.

By:   /s/ Mark E. Shamber 

Mark E. Shamber

Vice President, Chief Financial Officer and Treasurer

Date:  August 8, 2008

EX-10.58

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:

1. 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.

2. 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):

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.

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.

3. 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.

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.

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.

4. 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, from any and all liabilities, causes of action, debts, claims and demands (including without limitation claims and demands for monetary payment) both in law and in equity, known or unknown, fixed or contingent, which he may have or claim to have based upon or in any way related to: (i) employment (as an officer, director or employee), (ii) any rights or entitlements related thereto or (iii) termination of such employment by the Company, and hereby covenants not to file a lawsuit or charge to assert such claims.  This includes but is not limited to claims arising under the Federal Age Discrimination in Employment Act, and any other federal, state or local laws prohibiting employment discrimination or claims growing out of any legal restrictions on the Company’s right to terminate its employees

b. Mr. Antonelli understands that various State and Federal laws prohibit employment discrimination based on age, sex, race, color, national origin, religion, handicap or veteran status.  These laws are enforced through the Equal Employment Opportunity Commission (EEOC), Department of Labor and State Human Rights Agencies.  Mr. Antonelli acknowledges that he has been advised by the Company to discuss this Agreement with his attorney and has been encouraged to take this Agreement home for up to twenty-one (21) days so that he can thoroughly review it and understand the effect of this Agreement before acting on it.

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5. a. Mr. Antonelli acknowledges and agrees that all payments and benefits payable to him under this Agreement (other than earned wages and payment for accrued and unpaid vacation) are contingent upon: (i) his continued compliance with the provisions of Section 6 of the Severance Agreement, which remain in full force and effect and (ii) his agreement to make himself available in any third party claims, investigations, litigation or similar proceedings to answer any questions relating to his employment or actions as an employee, officer or director of the Company, including without limitation attendance at any deposition or similar proceeding, and the Company shall pay Mr. Antonelli’s expenses in connection with his fulfillment of his obligations under this subsection (ii).

b. Mr. Antonelli further acknowledges and agrees that the availability of such payments and benefits is sufficient consideration for the release set forth in paragraph 4(a) and termination of such payments and benefits due to his non-compliance shall not affect the release set forth in Paragraph 4(a).

6. Mr. Antonelli shall at no time make any derogatory or disparaging comments regarding the Company, its business, or its present or past directors, officers or employees.  The Company shall at no time make any derogatory or disparaging comments regarding Mr. Antonelli.  Mr. Antonelli hereby waives any and all rights to future employment with the Company.

7. The execution of this Agreement shall not be construed as an admission of a violation of any statute or law or breach of any duty or obligation by either the Company or Mr. Antonelli.

8. No party to this Agreement shall cause, discuss, cooperate or otherwise aid in the preparation of any press release or other publicity other than filings required by the securities laws, concerning any other party to this Agreement or the Agreement’s operation without prior approval of such other party, unless required by law, in which case notice of such requirement shall be given to the other party.

9. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid and unenforceable provisions were omitted.

10. This Agreement is personal to Mr. Antonelli and may not be assigned by him.  However, in the event of Mr. Antonelli’s death, all the rights of Mr. Antonelli set forth in this Agreement shall accrue to his spouse, if she is living; otherwise, to his heirs.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company.

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11. This Agreement is made pursuant to and shall be governed by the laws of the State of Connecticut, without regard to its rules regarding conflict of laws.  The parties agree that the courts of the State of Connecticut, and the Federal Courts located therein, shall have exclusive jurisdiction over all matters arising from this Agreement.  Mr. Antonelli and the Company hereby agree that service of process by certified mail, return receipt requested, shall be deemed appropriate service of process.

12. Except as otherwise expressly indicated, this Agreement contains the entire understanding between Mr. Antonelli and the Company, supersedes all prior agreements, oral or written, regarding the subject matter hereof, and may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.  Mr. Antonelli acknowledges that he has not relied upon any representation or statement, written or oral, not set forth in this Agreement.

13. Mr. Antonelli may revoke this Agreement at any time during the seven-day period following the date of his signature below (the “Revocation Period”) by delivering written notice of his revocation to the Company’s attention at 260 Lake Road, Dayville, Connecticut 06241; Attention: Carl Koch.  This Agreement shall become effective upon the expiration of the Revocation Period.

[signature lines appear on the next page]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth below.

United Natural Foods, Inc.	Witness:
By: /s/ Daniel V. Atwood	/s/ Lisa N'Chonon
Date: August 6, 2008
	Witness:
/s/ Richard Antonelli	/s/ Carl F. Koch III
Richard Antonelli
Date: August 6, 2008

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

August 8, 2008

United Natural Foods Announces Retirement of

Richard Antonelli, Chief Operating Officer

Dayville, Connecticut – August 8, 2008 -- United Natural Foods, Inc. (Nasdaq: UNFI) (the “Company”) today announced the retirement of Richard Antonelli as Executive Vice President, Chief Operating Officer and President of Distribution, effective August 12, 2008.  Mr. Antonelli also resigned from his position as a member of the company's Board of Directors.

Following Mr. Antonelli’s departure and as part of a realignment of responsibilities, his duties will be assumed by the Company's other executive officers, including the Company's CEO.

Michael Funk, President and CEO, commented, “On behalf of the Board and senior management team, we are grateful to Rick for his important contributions to the Company’s growth and development and wish him success in his future endeavors.”

Richard Antonelli, age 51, has served as a member of the Board of Directors since December 2003 and as Executive Vice President, Chief Operating Officer and President of Distribution since December 2005.  Previously, Mr. Antonelli served as Director of Sales for United Natural Foods, and its predecessor company, from 1985 until July 2001.

Mr. Antonelli commented, “It has been a great pleasure helping to grow UNFI and I have enjoyed a wonderful relationship with the many great people who have contributed to our success.  I wish continued success to all of the many friends I have at the Company."

About United Natural Foods

United Natural Foods, Inc. carries and distributes more than 60,000 products to more than 17,000 customers nationwide. The Company serves a wide variety of retail formats including conventional supermarket chains, natural product superstores, independent retail operators and the food service channel. United Natural Foods, Inc. was ranked by Forbes in 2005 as one of the “Best Managed Companies in America,” ranked by Fortune in 2006 and 2007 as one of its “Most Admired Companies,” and ranked by Business Ethics as one of its “100 Best Corporate Citizens for 2006.” For more information on United Natural Foods, Inc., visit the Company's website at www.unfi.com.

AT THE COMPANY:	FINANCIAL RELATIONS BOARD
Mark Shamber	Joseph Calabrese
Chief Financial Officer	General Information
(860) 779-2800	(212) 827-3772

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the Company's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, including but not limited to general business conditions, the impact of competition and our dependence on principal customers, see "Risk Factors" in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on June 5, 2008, and its other filings under the Securities Exchange Act of 1934, as amended. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced projections, but it is not obligated to do so.