EX-10.1



 Exhibit 10.1 
 SPROUTS FARMERS MARKET, INC. 
 STOCK OPTION AGREEMENT 

Cover Sheet 
 Sprouts Farmers Market, Inc., a
company organized under the laws of the State of Delaware (“Company”), hereby grants an option to acquire its Shares (the “Option”) to the individual named below. The terms and conditions of the Option are set forth in this cover
sheet (the “Cover Sheet”), in the attached Stock Option Agreement (the “Agreement”) and in the Sprouts Farmers Market, Inc. 2013 Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover
Sheet and the attached Stock Option Agreement will have the meanings ascribed to such terms in the Plan. 
  

			
	Granted to:	 	
		
	Grant Date:	 	
		
	Shares subject to the Option:	 	
		
	Exercise Price per Share:	 	
		
	Expiration Date:	 	
		
	Vesting Schedule:	 	

 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. 
  

											
	Signature:	 	  
	 		 	Date:	 	
                      
   
	 	

  

			
	SPROUTS FARMERS MARKET, INC.
		
	By:	 	 
	Name:	 	Doug Sanders
	Title:	 	Chief Executive Officer








 SPROUTS FARMERS MARKET, INC. 

2013 INCENTIVE PLAN 
 STOCK
OPTION AGREEMENT 
  

			
	Nonstatutory Stock Option	  	This Option is not intended to be an incentive stock option under section 422 of the Internal Revenue Code and will be interpreted accordingly.
		
	Vesting	  	 Your right to exercise this Option vests at the times and in the manner as shown on the Cover Sheet. Notwithstanding the foregoing or the Cover
Sheet, in the event of a Change in Control (as defined in Exhibit A), the Option will become immediately vested and exercisable.
  

This Option will cease vesting as of the date your employment with the Company and its Affiliates has terminated for any reason.

		
	Termination	  	 Should your employment with the Company terminate for any reason, the portion of your Option that is not then vested will immediately
terminate, and, except as provided below, the portion that is then vested will terminate at the close of business at the Company’s registered office on the 90th day after your termination date. Your Option will expire in any event at the close
of business at the Company’s registered office on the seventh anniversary of the Option Grant Date, as shown on the Cover Sheet.
  

The grant of the Option does not confer upon you any right to continued employment with the Company or interfere with the Company’s right to terminate your
employment at any time.

		
	Death	  	If your employment terminates because of your death, your right to purchase vested Shares under this Option will expire at the close of business at the Company’s registered office on
the date that is six months and one day after the date of death (or on the seventh anniversary of the Option Grant Date, if earlier). During that period, your estate or heirs may exercise this Option.
		
	Disability	  	If your employment terminates because of a disability which qualifies you for disability benefits under the Company’s long term disability plan, then your right to purchase vested
Shares under this Option will expire at the close of business at the Company’s registered office on the date that is six months and one day after your termination date (or on the seventh anniversary of the Option Grant Date, if
earlier).
		
	Termination for Cause	  	If your employment is terminated for Cause (as defined in Exhibit A), the Option, whether or not vested, will immediately terminate.
		
	Restrictions on Exercise	  	The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law, regulation or Company policy.
		
	Notice of Exercise	  	 When you wish to exercise this Option, you must complete and execute such documents, if any, and complete such processes, that the Company or a
securities broker approved by the Company may require to accomplish the Option exercise (“Notice of Exercise”).
  
 If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

		
	Form of Payment	  	When you submit your Notice of Exercise, you must include payment of the exercise price for the Shares you are purchasing, along with applicable withholding taxes. Payment may be made in
one (or a combination) of the following forms:
		
		  	 •   Your personal check, a cashier’s check or a money order.



  
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		  	 •   If permitted by the Company, irrevocable directions to a securities broker approved by the Company to sell your
Shares subject to the Option and to deliver all or a portion of the sale proceeds to the Company in payment of the exercise price and applicable withholding taxes. (The balance of the sale proceeds, if any, will be delivered to you.) The directions
must be given by signing forms, if any, provided by the Company or the securities broker.

		
	Taxes	  	When you exercise any portion of the Option, the Company will withhold taxes as required by applicable law, and your ability to exercise any portion of the Option is conditional upon your
making arrangements satisfactory to the Company, in accordance with the methods set forth above, to enable it to satisfy its withholding obligation.
		
	Restrictions on Resale	  	By signing this Agreement, you agree not to sell any Shares received upon exercise of the Option at a time when applicable laws, regulations or Company policies prohibit a
sale.
		
	Transfer of Option	  	 Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option
or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will.

 
 Regardless of any marital property settlement agreement, the Company or a securities broker,
as applicable, is not obligated to honor a Notice of Exercise from your former spouse, nor is the Company or the securities broker obligated to recognize your former spouse’s interest in your Option in any other way.

		
	Stockholder Rights	  	You, or your estate or heirs, have no rights as a stockholder of the Company with respect to the Shares subject to the Option until a proper Notice of Exercise has been submitted and the
exercise price and withholding taxes have been tendered. No adjustments are made for dividends or other rights if the applicable record date occurs before a proper Notice of Exercise has been submitted and the exercise price has been tendered,
except as described in the Plan.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware.
		
	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 this Option. Any prior agreements, commitments or negotiations concerning this Option 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. 

  
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 Exhibit A 

Certain Definitions 

“Affiliate” means, when used with reference to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with, or owns greater than fifty percent (50%) of the voting power in the specified Person (the term “control” for this purpose shall mean the ability, whether by the ownership of shares or
other equity interest, by contract or otherwise, to elect a majority of the directors of a corporation, independently to select the managing partner of a partnership or the managing member or the majority of the managers, as applicable, of a limited
liability company, or otherwise to have the power independently to remove and then select a majority of those Persons exercising governing authority over an entity, and control shall be conclusively presumed in the case of the direct or indirect
ownership of fifty percent (50%) or more of the voting equity interests in the specified Person). 
 “Cause” shall have the meaning
ascribed thereto in any effective employment agreement between you and the Company or its Affiliates, or if no employment agreement is in effect that contains a definition of cause, then Cause shall mean a finding by the Committee that you have
(i) committed a felony or a crime involving moral turpitude, (ii) committed any act of gross negligence or fraud, (iii) failed, refused or neglected to substantially perform your duties (other than by reason of a physical or mental
impairment) or to implement the reasonable directives of the Company (which, if curable, is not cured within 30 days after notice thereof to you by the Committee), (iv) materially violated any policy of the Company (which, if curable, is not
cured within 30 days after notice thereof to you by the Committee), or (v) engaged in conduct that is materially injurious to the Company, monetarily or otherwise. 
 “Change in Control” shall mean: 
  

	 	(i)	any event occurs the result of which is that any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, becomes the “beneficial
owner”, as defined in Rules l3d-3 and l3d-5 under the Exchange Act directly or indirectly, of more than 50% of the voting stock of the Company or any successor company thereto, including, without limitation, through a merger or consolidation or
purchase of voting stock of the Company; provided that the transfer of 100% of the voting stock of the Company to a Person that has an ownership structure identical to that of the Company prior to such transfer, such that the Company becomes a
wholly owned subsidiary of such Person, shall not be treated as a Change in Control; 

  

	 	(ii)	during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board, together with any new directors whose election by such
Board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or
nomination for election was previously so approved, cease for any reason to constitute a majority of the Board then in office; 

  

	 	(iii)	the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions other than a merger or consolidation, of all or substantially all of the
assets of the Company and its consolidated subsidiaries taken as a whole to any Person or group of related Persons; or 

  

	 	(iv)	the adoption of a plan relating to the liquidation or dissolution of the Company. 

 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
 “Person” means and
includes any individual, partnership, joint venture, corporation, limited liability company, estate, trust, or other entity. 

  
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