EXHIBIT 10.29
UNITED NATURAL FOODS, INC.
260 Lake Road
Dayville, Connecticut 06241
February 3, 1998
Mr. Robert Cirulnick
Dear Bob:
We are pleased that you have accepted employment with UNITED NATURAL FOODS,
INC. (the "Company") on the following terms and conditions:
1. Employment. Subject to the terms and conditions of this Agreement,
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the Company hereby agrees to employ you, and you accept such employment, as
Chief Financial Officer of the Company and such of its subsidiaries and
Affiliates as may be designated by the Company from time to time. You will
serve in such other capacity or capacities as the Company and you may from time
to time determine.
2. Duties. Consistent with Section 1 above, you shall have such duties
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as the Chief Executive Officer of the Company may from time to time determine.
You agree to perform faithfully, industriously and to the best of your ability,
experience and talents, all of the duties that may be required by the terms of
this Agreement, to the reasonable satisfaction of the Company.
3. Compensation. (a) As compensation for your services, the Company
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will pay you a base salary at an annual rate of Two Hundred Twenty Five Thousand
Dollars ($225,000) (the "Base Salary"), payable in accordance with the Company's
usual payroll procedures. The Board of Directors of the Company (or appropriate
committee thereof) will review periodically and may increase your Base Salary in
its discretion based upon the Company's performance and your particular
contributions.
(b) You shall be entitled to participate in all employee benefit
plans, medical insurance plans, employee education plans, life insurance plans,
disability plans and other benefit plans for which you are otherwise eligible
and qualified, customarily made available by the Company from time to time to
its employees generally. Such participation shall be subject to (i) the terms
of the applicable plan documents and (ii) generally applicable policies of the
Company, provided, however, initial eligibility requirements thereunder shall be
waived to provide for coverage for you and your family, as appropriate, as of
the date of this Agreement.
(c) You shall be entitled to up to three (3) weeks paid vacation each
year. Such vacation shall be taken at a time mutually convenient to the Company
and you.
(d) You shall be entitled to paid holidays in accordance with the
Company's normal policies.
(e) You shall be eligible to participate in all performance bonus
plans and stock option plans available to senior executives of the Company in
accordance with applicable terms and conditions. Subject in each case to your
continued employment, (i) you will receive a performance bonus of Seventy Five
Thousand Dollars ($75,000) for the period ending December 31, 1998, payable on
or before February 1, 1999 and (ii) upon commencement of your employment, the
Company will grant you Incentive Stock Options ("ISO") and Non-Statutory Options
to acquire in the aggregate 100,000 shares of the Company's common stock in
accordance with the Company's Amended and Restated 1996 Stock Option Plan (the
"Plan") and the Company will enter into separate stock option agreements with
you with the understanding that of such Options the maximum number shall be
allocated to ISO's to the extent permitted by the Plan. Options with respect to
one-third (1/3) of such shares shall vest on December 1, 1998 and options for
the remaining shares shall vest on December 31, 1999, in each case subject to
your continued employment through each such date. Options which have vested may
be exercised in your discretion after the vesting date in accordance with the
Plan.
(f) Concurrently with the commencement of the Employment Period, the
Company will reimburse you (including gross-up for applicable taxes) for the
following relocation expenses: (i) up to $5,000
for travel and lodging expenses incurred in your house search; (ii) reasonable
temporary living expenses for up to six (6) months in the aggregate; (iii) all
closing and moving costs, including brokers' commissions and so-called "points",
payable by you in connection with selling your current home and purchasing a new
home; and (iv) reasonable packing, storage and moving expenses for your
household goods and transportation of you and your family.
4. Business Expenses. The Company will reimburse you for all authorized
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travel and out-of-pocket expenses reasonably incurred by you for the purposes of
and in connection with performing your services to the Company hereunder. The
Company will provide you with an automobile and you will be responsible for
recording all business and non-business use and for the payment of any income
taxes attributable to your non-business use of such automobile.
5. Non-Competition. During your employment and for a period of two years
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thereafter (the "Restriction Period"), you agree that you shall not, directly
or indirectly, singly or with others, manage, operate or control or work for, as
an employee or otherwise, any person, corporation or entity which (a) is in
direct competition with the business of the Company or its Affiliates being
conducted by the Company or its Affiliates in the United States or any foreign
country in which the Company or its Affiliates is then conducting business (the
"Restricted Territory"). In addition, during this restriction period, you agree
not to recruit any employee of the Company or its Affiliates or encourage any
employee of the Company or its Affiliates to terminate his or her employment
with the Company or its Affiliates or directly or indirectly to counsel, advise,
induce or attempt to influence any customer of the Company or its Affiliates to
terminate any commercial or business relationship between such customer and the
Company or its Affiliates.
6. Confidentiality. You acknowledge that in the course of employment,
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you will obtain information relating to legitimate, predictable business
interests of the Company or its Affiliates, information concerning business
operations, customer lists, patents, inventions, copyrights, methods of doing
business, suppliers, and strategic plans (the "Confidential Information"). you
agree that at all times, you will hold in strict confidence, will not use for
your own account or for the benefit of any person other than the Company or its
Affiliates, and will not publish or otherwise disclose to persons not under an
obligation of secrecy or confidentiality to the Company no less restrictive than
this Agreement, all Confidential Information disclosed or made available to you
by the Company or its Affiliates, except for: Confidential Information which (a)
was already known to you at the time such Confidential Information was disclosed
to you; (b) is or becomes publicly known or publicly available through no
violation of any of your obligations in this Agreement; (c) is or has been
furnished to a third party by the Company without limitation on the third
party's use or disclosure of such Confidential Information; or (d) is disclosed
pursuant to a regulatory requirement or request of a governmental agency or in
response to a valid subpoena or the like or an order, judgment or decree of a
court of competent jurisdiction.
7. Enforcement. (a) If you violate or threaten to commit a breach of any
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of the provisions of Section 5 or 6 this Agreement (the "Restrictive
Covenants"), the Company, in addition to, and not in lieu of, any other rights
and remedies available to the Company at law or in equity, shall have the right
and remedy to have the Restrictive Covenants specifically enforced by any court
having equity jurisdiction and to have your breach or threatened breach of the
Restrictive Covenants restricted by temporary restraining order, temporary or
permanent injunction or the like, it being acknowledged and agreed that any such
breach or threatened breach will cause irreparable injury to the Company and
that monetary damages will not provide adequate remedy to the Company.
(b) If any court of competent jurisdiction determines that any of the
Restrictive Covenants or any part thereof, is invalid or unenforceable, the
remainder of the Restrictive Covenants shall not thereby be affected and shall
be given full force and effect, without regard to the invalid parts or portions.
If any such court determines that any of the Restrictive Covenants, or any part
thereof, is unenforceable because of the duration or geographic scope of such
provision, such court shall have the power to reduce the duration or scope of
such provision, as the case may be, and in its reduced form such provision shall
then be enforceable and shall be enforced.
8. Definition of Affiliate. The term "Affiliate" or "Affiliates" as used
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herein shall mean an entity controlled by the Company, under common control with
the Company, controlling the Company or otherwise affiliated with the Company,
directly or indirectly through stock ownership, and shall include (but not be
limited to) each corporation a majority of the voting stock of which is owned by
the Company or any such other majority-owned subsidiary (or chain thereof) of
the Company.
9. Non-waiver of Rights. The failure to enforce at any time of the
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provisions of this Agreement or to require at any time performance by the other
party of any of the provisions hereof shall in no way be
construed to be a waiver of such provisions or to affect either the validity of
this Agreement, or any part hereof, or the right of either party thereafter to
enforce each and every provision in accordance with the terms of this Agreement.
10. Term/Termination. (a) Your employment under this Agreement shall
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commence February 3, 1998 and continue until terminated on not less than thirty
(30) days written notice by either party, or immediately upon written notice by
the Company at any time for cause. The term "cause" as used herein shall mean
(i) gross or habitual neglect of duty, (ii) prolonged absence from duty without
the consent of the Company other than from illness or disability and (iii)
intentional or willful or serious misconduct.
(b) In the event your employment is terminated by the Company for reasons
other than for cause, the Company will continue to pay you Base Salary and
provide the benefits described in Section 3(b) for a period of six (6) months or
your earlier employment by a third party.
11. Indemnification and Related Insurance. The Company, at all times
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during the term of this Agreement, shall maintain officers and directors errors
and omission insurance in amounts as are in force as of the date of this
Agreement and you shall be covered by such insurance as an officer of the
Company. In addition, as set forth in Article Ninth of the Certificate of
Incorporation of the Company, the Company shall indemnify you to the full extent
as so set forth in the Certificate of Incorporation in connection with the
performance by you of your duties under this Agreement and as an officer of the
Company.
12. Notices. All notices required or permitted under this Agreement shall
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be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage paid, addressed as follows:
to the Company:
United Natural Foods, Inc.
260 Lake Road
Dayville, CT 06241
ATTN: Norman A. Cloutier, Chairman
and Chief Executive Officer
to you at your address above.
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
13. Entire Agreement. This Agreement contains the entire agreement of the
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parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
14. Amendment. This Agreement may be modified or amended, if the
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amendment is made in writing and is signed by both parties.
15. Severability. If any provisions of this Agreement shall be held to be
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invalid or unenforceable for any reason, the remaining provisions shall to be
valid and enforceable. If a court finds that a provision of this Agreement is
invalid or unenforceable, then such provision shall be deemed to be written,
construed and enforced as so limited.
16. Applicable Law. This Agreement shall be governed by and contained in
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accordance with the laws of the State of Connecticut.
17. Binding Agreement. This Agreement shall bind and inure to the benefit
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of the parties and their respective legal representatives, successors and
assigns, except that you may not delegate any of your obligations under this
Agreement or assign this Agreement. A successor to the Company shall be deemed
to include any successor of any nature including a change of control of the
Company whereunder any entity or person shall acquire, directly or indirectly,
more than 50% of the voting power of all classes of stock of the Company.
18. Public Announcement. The Company will make no public announcement of
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your employment prior to February 12, 1998 without your prior written
permission.
19. Liquidated Damages. You expressly acknowledge that the Company has
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incurred significant expenses in connection with the negotiation of your
employment, including the payment of fees to Korn/Ferry International, and that
the Company has relied on your agreements set forth above. Accordingly, in the
event that you fail to report for employment with the Company on February 3,
1998, except by reason of death or disability or delays not exceeding five (5)
business days on account of weather or similar events, you agree to pay the
Company, on demand, One Hundred Thousand Dollars ($100,000) as liquidated
damages.
Please confirm your agreement to the foregoing by signing in the space
below.
Sincerely,
UNITED NATURAL FOODS, INC.
By: /s/ Norman A. Cloutier
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Norman A. Cloutier
Chief Executive Officer
Agreement confirmed:
/s/ Robert Cirulnick
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Robert Cirulnick
February 3, 1998