Exhibit 10.6



 


July 18, 2005


 


 


Dan Bolstad


2926 Shelter Creek Court


Green Bay, Wisconsin 54313


 


 


Dear Dan:


 


This letter confirms our offer of employment made to you for the
position of Senior Vice President of Operations reporting to Perry Odak, CEO. Your base
pay will be $290,000, payable bi-weekly at the rate of $11,153.85. You will also have the
opportunity to receive a targeted bonus of 50% of your annual salary, of which 50% of that
50% is guaranteed ($72,500.00). The bonus program is based on achieving company
performance and individual performance objectives. Awards are generally distributed thirty
days after the year-end earnings release.


 


We are extremely excited to have you join the Wild Oats Markets team.
The education and work experience background you will bring to the position will help us
to obtain goals we have set as a growing organization. 


 


Management will recommend a grant to you of 100,000 stock options for
shares of Wild Oats Markets common stock. If approved by the Compensation Committee of the
Board of Directors, the strike price will be based on the market value of Wild Oats
Markets Stock two business days after the quarterly earnings release.


 


You will be eligible for 15 days-accrued vacation hours for each year
of employment.


 


Wild Oats Markets, Inc. will reimburse you for approved relocation expenses up to
$50,000, in addition to four months temporary living and the movement of household goods.
For relocation policy guidance, please contact Danielle Boyd at 720-562-4694. Wild Oats
Markets, Inc. has contracted Relo Direct, Inc. as our third party administrator for all
relocations.


	You must provide paid receipts or a direct invoice (moving company) showing the expenses
    incurred to obtain reimbursement.
	You understand that if you are terminated for cause or voluntarily terminate your
    employment with Wild Oats Markets, Inc. within one year from the date you commenced
    working (as opposed to your hire date), then you will reimburse Wild Oats Markets, Inc. in
    full for the moving expenses provided to you. 



 


Upon the start of your employment, you will be scheduled to meet with your supervisor
to complete the new hire forms. Since the law now requires us to verify your authority to
work in the United States, be sure to bring documentation that will permit Wild Oats
Markets to verify your eligibility. Most common documents provided are Drivers License,
State Birth Certificates or Passport and Social Security Card. 


 





Dan Bolstad


July 15, 2005


Page 2


 


Later in the month, you will attend Wild Oats Markets’
orientation, which offers a more in-depth exploration of the origination of Wild Oats
Markets, logistics, and a tour of the facilities.


 


The terms of this letter do not imply employment for a specific period.
Your employment is at will; either you or the Company can terminate it at any time, with
or without cause. The following paragraphs detail the Wild Oats executive Change of
Control Agreement.


 


In the event that your employment is terminated as a result of a
"change in control", the principle benefits of that change consists of (i) a
lump sum payment equal to two times your salary and bonus, (ii) a lump sum payment in lieu
of Company contributions that would have been made on your behalf to the Company’s
saving plan had your employment continued for two additional years, (iii) accelerated
vesting of all options, (iv) continuation of life, disability, accident and health
insurance benefits for a period of two years following such termination of employment, and
(v) a payment equal to the amount necessary to reimburse you for the full effect of any
excise tax levied on "exercise parachute payments". In the event that conditions
triggering the benefits under the "change in control" are satisfied, you are
subject to certain restrictive covenants relating to non-competition and solicitation of
employees, customers or suppliers of the Company for two years following the termination
of your employment.


 


Except as expressly set forth in this Section, all compensation and other benefits
shall cease to accrue upon termination of Executive's employment. Upon termination of the
Executive's employment for any reason, Executive shall be deemed to have resigned from all
offices and directorships, if any, then held with the Company or any of its subsidiaries
or other affiliates.


Formally your official start date will be July 25, 2005.


Congratulations and welcome to Wild Oats Markets.


Sincerely,


 



 


/s/ Peter Williams


Vice President of Human Resources 


 


 


I have read the letter completely & understand and agree to the
terms.


	/s/ Dan Bolstad	 July 19, 2005
	NAME	DATE