EX-10.3


  Exhibit 10.3

  SPROUTS FARMERS MARKET, INC.

  RSU Agreement

   

  Cover Sheet

   

  Sprouts Farmers Market, Inc., a company organized under the laws of the State of Delaware (“Company”), hereby grants an award of restricted stock units (“RSUs”) to the individual named below.  The terms and conditions of the RSUs are set forth in this cover sheet (“Cover Sheet”), in the attached RSU Agreement (the “Agreement”) and in the Sprouts Farmers Market, Inc. 2022 Omnibus Incentive Compensation Plan (as may be amended from time to time, the “Plan”).  All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.  

   

  			
	Granted to:
	 

	Grant Date:
	 

	Number of RSUs:
	 

	Vesting Schedule:
	Shares
 
	Vest Date
 

	Delivery of Shares:
	 



   

  By signing this Cover Sheet, you agree to all of the terms and conditions described in this Cover Sheet, in the Agreement and in the Plan.  The Company has the right to rescind this award, if you do not sign and return this Cover Sheet and the attached Irrevocable Standing Order to Sell Shares within 60 days of the Grant Date.

   

   

  Signature: _____________________			Date: _______________ 

  	       

  SPROUTS FARMERS MARKET, INC.

   

  By: 	

  Name:	

  Title:	

   

   

  

   

   SPROUTS FARMERS MARKET, INC. 

  2022 OMNIBUS INCENTIVE COMPENSATION PLAN 

  RSU AGREEMENT

   

  				
	Right to Shares
	 
	The award of RSUs represents your right to receive, and the Company’s obligation to deliver, one Share per RSU, subject to the terms and conditions of this Agreement, the Plan and the Cover Sheet.  

	 
	 
	 

	Vesting
	 
	The RSUs awarded to you will vest in accordance with the schedule set forth in the Cover Sheet.
 
All RSUs will cease vesting as of the date your employment with the Company and its affiliates (“Employer”) has terminated for any reason, except as set forth herein.

	 
	 
	 

	Delivery; Settlement
 
	 
	As soon as practicable following vesting, a number of Shares equal to the number of RSUs which vest shall be delivered in settlement of such RSUs, and upon such delivery, you shall have no further rights with respect to those RSUs.

	 
	 
	 

	Change in Control
	 
	Notwithstanding the foregoing, in the event of a Change in Control, the Committee may take such actions with respect to the RSUs as it deems appropriate pursuant to the Plan.  If the RSUs continue in effect after a Change in Control in accordance with the Plan and your employment is terminated by the Employer or an acquiror without Cause or by you for Good Reason , in each case within 24 months following the Change in Control, then all RSUs that have not yet vested shall vest immediately on your date of termination.

	 
	 
	 

	Termination due to Death or Disability
	 
	Should your employment with the Employer terminate due to death or Disability, then all RSUs that have not yet vested shall vest upon such termination.  

	 
	 
	 

	Termination
	 
	Should your employment with the Employer terminate for any reason except pursuant to a Change in Control as described above or due to death or Disability as described below, all of your RSUs then outstanding will terminate, and you will no longer have any right to receive any Shares (or Dividend Equivalents, as defined below) in respect of such RSUs.  The grant of RSUs does not confer upon you any right to continued employment with the Employer or interfere with the Employer’s right to terminate your employment at any time.

	 
	 
	 



   

  -2-

   

  

   

  			
	Taxes
	 
	When Shares are delivered to you upon settlement of any of your RSUs, the Company is required to withhold taxes pursuant to applicable law.  The Company will satisfy this withholding obligation through a “sell to cover” whereby you irrevocably direct a securities broker approved by the Company to sell a portion of your Shares subject to the RSUs upon vesting and to deliver the sale proceeds to the Company in payment of the applicable withholding taxes.  You agree to provide these directions by signing and returning the Irrevocable Standing Order to Sell Shares attached hereto, along with a signed copy of the Cover Sheet, within 60 days of the Grant Date. 
 
The number of Shares that the broker will sell will be based on an estimate made by the broker of the Shares required to be sold to satisfy the withholding taxes.  You agree that the proceeds received from the sale of Shares will be used to satisfy the withholding taxes and, accordingly, you authorize the broker to pay such proceeds to the Company for such purpose.  To the extent that the proceeds obtained by such sale exceed the amount necessary to satisfy the withholding taxes, such excess proceeds shall be deposited into your brokerage account and in the event of a shortfall, additional Shares may be sold and/or cash withholding may be required from you.  Any remaining Shares shall be deposited into your brokerage account.
  
If there is not a market in the Shares or the Company determines in its sole discretion that the sell to cover procedure is not advisable or sufficient, the Company will have the right to make other arrangements to satisfy the withholding taxes due upon issuance of the Shares with respect to the RSUs, including, but not limited to, the right to deduct amounts from salary or payments of any kind otherwise due to you or withhold in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the statutory minimum withholding amount.  If such other arrangements are made, your Irrevocable Standing Order to Sell Shares will be voided.
 
You represent to the Company that, as of the date you sign the Irrevocable Standing Order to Sell Shares, you are not aware of any material nonpublic information about the Company or the Shares.  You and the Company have structured this Agreement to constitute a “binding contract” relating to the sale of Shares, consistent with the affirmative defense to liability under Section 10(b) of the Exchange Act under Rule 10b5-1(c) issued under such Act.

	 
	 
	 

	Restrictions on Resale and Settlement
	 
	By signing this Agreement, you agree not to sell any Shares received upon settlement of RSUs at a time when applicable laws, regulations or Company policies prohibit a sale.  
 
The Company’s obligation to deliver Shares upon settlement of the RSUs shall be subject to applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations.  

	 
	 
	 

	Transfer of RSUs
	 
	You cannot transfer or assign RSUs or your right to receive Shares upon settlement of RSUs.  For instance, you may not sell RSUs or use them as security for a loan.  If you attempt to do any of these things, your RSUs will immediately become invalid.  
 
Regardless of any marital property settlement agreement, the Company or a securities broker, as applicable, is not obligated to recognize your former spouse’s interest in your RSUs in any way.

	 
	 
	 



   

  -3-

   

  

   

  			
	Stockholder Rights; Dividend Equivalent Rights
	 
	You, or your estate or heirs, have no rights as a stockholder of the Company in respect of RSUs until Shares have been delivered in settlement of the RSUs.  No adjustments are made for dividends or other rights if the applicable record date occurs before Shares are delivered, except as described in the Plan.
 
However, to the extent you hold RSUs on the record date of any cash dividend on Shares, you will contingently be entitled to a payment in an amount, per RSU held, equal to the amount of the cash dividend declared and paid in respect of one Share (a “Dividend Equivalent”).  This Dividend Equivalent right will be subject to the same vesting schedule applicable to the related RSUs and shall be paid to you if and to the extent that the related RSUs vest as soon as practicable following such vesting.  Any Dividend Equivalents, to the extent they become payable, will be subject to applicable withholding taxes.

	 
	 
	 

	Applicable Law
	 
	This Agreement will be interpreted and enforced under the laws of the State of Delaware.

	 
	 
	 

	409A
	 
	This Agreement and the RSUs are intended to comply with, or be exempt from, the requirements of Section 409A of the Code, and shall in all respects be administered in accordance with Section 409A of the Code.  However, neither the Company nor any Affiliate of the Company shall have any responsibility or liability if the RSUs are not compliant with, or exempt from, Section 409A of the Code. If the RSUs are subject to Section 409A of the Code, payments to be made upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code; ; and each payment hereunder shall be treated as a separate payment for purposes of Section 409A of the Code.  If you are a Key Employee and any distribution with respect to the RSUs is to be distributed on a separation from service, such distribution shall be postponed for six months as set forth in Section 19(f)(iii) of the Plan.

	 
	 
	 

	The Plan and Other Agreements
	 
	The text of the Plan and any amendments thereto are incorporated in this Agreement by reference.
 
This Agreement, the Cover Sheet and the Plan constitute the entire understanding between you and the Company regarding the RSUs.  Any prior agreements, commitments or negotiations concerning the RSUs are superseded.



   

  By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan.

   

  -4-

   

  

   

   

  IRREVOCABLE STANDING ORDER TO SELL SHARES

   

  I have been granted restricted stock units (“RSUs”) by Sprouts Farmers Market, Inc. (the “Company”), which is evidenced by a restricted stock unit agreement between me and the Company (the “Agreement,” copy attached).  Provided that I remain employed by the Company on the applicable vesting date, the shares vest according to the provisions of the Agreement. 

   

  I understand that on or as soon as practicable after the vesting date (the “issuance date”), the shares issuable in respect of the RSUs (the “Shares”) will be deposited into my account at E*TRADE (the “Broker”) and that I will recognize taxable ordinary income as a result.  Pursuant to the terms of the Agreement and as a condition of my receipt of the Shares, I understand and agree that, on the issuance date, I must sell a number of shares sufficient to satisfy all withholding taxes applicable to that ordinary income.  Therefore, I hereby direct the Broker to sell, at the market price and on the issuance date (or the first business day thereafter if the issuance date should fall on a day when the market is closed), the number of Shares that the Company informs the Broker is sufficient to satisfy the applicable withholding taxes, which shall be calculated based on the closing price of the Company’s ordinary shares on the last trading day before the issuance date.  I understand that the Broker will remit the proceeds to the Company for payment of the withholding taxes. 

   

  I understand and agree that by signing below, I am making an Irrevocable Standing Order to Sell Shares which will remain in effect until the issuance date.  I also agree that this Irrevocable Standing Order to Sell Shares is in addition to and subject to the terms and conditions of any existing Account Agreement that I have with the Broker. 

   

  	
	 

	 

	Signature

	 

	 

	Print Name



   

   

  -5-