X0306 4 2014-02-04 0001401688 Vitacost.com, Inc. VITC 0001179137 HELMAN BRIAN D 5400 BROKEN SOUND BLVD NW, STE 500 BOCA RATON FL 33487-3521 1 Chief Financial Officer Restricted Stock Units 2014-02-04 4 A 0 25000 0 A COMMON 25000 455000 D Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit. 100% of the restricted stock units are scheduled to vest on February 4, 2015 or, if, prior to the one-year anniversary of the grant date, either (i) the grantee's status as a service provider is involuntarily terminated other than for "Cause" (as defined in the RSU Agreement), including due to the grantee's death or disability, or (ii) there is a "Change in Control" of the Company (as such term is defined in the 2011 Plan). The restricted stock units will expire on February 3, 2024. /s/ Brian Helman 2014-02-06