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

On September 11, 2009, the Compensation Committee (the "Committee") of the Board of Directors of United Natural Foods, Inc., a Delaware corporation (the "Company") approved a cash incentive program which is intended to provide a performance-based cash incentive opportunity to the Company's senior officers, including, among other officers, the Company's chief executive officer, chief financial officer, general counsel, chief human resources officer and those other officers identified as named executive officers in the Company's proxy statement mailed to the Company's shareholders in connection with the Company's 2008 annual meeting of shareholders that are currently employed by the Company. The performance awards are based on achievement of Committee-approved, one-year Company financial performance goals as well as other criteria specific to the individual for the 2010 fiscal year. Actual awards can range from zero to 100% of a participant's base salary.

The Committee also established, on September 11, 2009, a cash incentive program for certain of the Company's senior officers related to 2011 fiscal year performance goals. The performance awards for the 2011 fiscal year are based on the Company's achieving Committee-approved targets related to earnings before interest and taxes and return on average total capital. Actual awards related to this program can range from zero to an additional 200% of a participant's base salary.

The Committee will administer and make all determinations under the cash incentive program.

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