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Exhibit 10.4
  ROGER E. DAVIDSON
WILD OATS MARKETS, INC.
EQUITY INCENTIVE PLAN
 ROGER E. DAVIDSON  WILD OATS MARKETS, INC.
EQUITY INCENTIVE PLAN
 Purpose
 Definitions
 Annual Limit
 Award
 Beneficiary
 Board
 Change in Control
 Code
 Committee
 Covered Employee
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Dividend Equivalent
 Effective Date
 Eligible Person
 Exchange Act
 Fair Market Value
 409A Awards Non-409A Awards
 Incentive Stock Option ISO
 Option
 Other Stock-Based Awards
 Participant
 Performance Award
 Preexisting Plan
 Restricted Stock
 Restricted Stock Unit RSU
 Rule 16b-3
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Stock
 Stock Appreciation Rights SAR
 Administration
 Authority of the Committee
 Manner of Exercise of Committee Authority
 Limitation of Liability
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Stock Subject To Plan
 Overall Number of Shares Available for Delivery
 Share Counting Rules 4(b)
 Eligibility; Per-Person Award Limitations
 Eligibility
 Per-Person Award Limitations.
 Specific Terms of Awards.
 General.
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Options.
 (i)
    
    Exercise Price.The exercise price per share of Stock purchasable under an
Option (including both ISOs and non-qualified Options) shall be determined by the
Committee, provided that, notwithstanding anything contained herein to the contrary
such exercise price shall be (A) fixed as of the grant date, and (B) not less than the
Fair Market Value of a share of Stock on the date of grant of such Option.
Notwithstanding the foregoing, any substitute award granted in assumption of or in
substitution for an outstanding award granted by a company or business acquired by the
Company or a subsidiary, or with which the Company or a subsidiary combines may be
granted with an exercise price per share of Stock other than as required above.(ii)
    
    Option Term; Time and Method of Exercise.The Committee shall determine the
term of each Option, provided that in no event shall the term of any Option exceed a
period of ten years from the date of grant. The Committee shall determine the time or
times at which or the circumstances under which an Option may be exercised in whole or
in part. The basis for determining the vesting and exercisability of an option will
be the passage of a specific period of time or the occurrence or non-occurrence of
certain specific events (which may include, but is not limited to, the achievement of
performance goals or future service requirements) or a combination thereof. In
addition, the Committee shall determine the methods by which such exercise price may
be paid or deemed to be paid and the form of such payment (subject to Sections 11(k)
and 11(l)), including, without limitation, cash, Stock (including by delivery of Stock
or withholding Stock deliverable upon exercise, if such payment feature will not
result in additional accounting expense to the Company), other Awards or awards
granted under other plans of the Company or any subsidiary, or other property
(including through broker-assisted cashless exercise arrangements, to the extent
permitted by applicable law), and the methods by or forms in which Stock will be
delivered or deemed to be delivered in satisfaction of Options to Participants
(including, in the case of 409A Awards, deferred delivery of shares subject to the
Option, as mandated by the Committee, with such deferred shares subject to any
vesting, forfeiture or other terms as the Committee may specify). Stock delivered
hereunder shall be valued at Fair Market Value on the day prior to remittance of the
Stock.(iii)
    
    ISOs.The terms of any ISO granted under the Plan shall comply in all
respects with the provisions of Code Section 422, including but not limited to that to
the extent that the aggregate Fair Market Value (determined at the time of grant) of
ISOs granted are exercisable for the first time by any Participant during any calendar
year under all plans of the Company and its parent and subsidiaries exceeds the dollar
limit stated in Code Section 422, the ISO or portion thereof which exceed the limit
(according to the order in which they were granted) shall be treated as nonqualified
stock options.(iv)
    
    Repricing.Notwithstanding anything in this Plan to the contrary, without
the approval of stockholders, the Committee will not amend or replace previously
granted Options in a transaction that constitutes a repricing, as such term is used
in Section 303A.08 of the Listed Company Manual of the New York Stock Exchange or
Nasdaq National Market (as then applicable) or Item 402(i)(1) of Regulation S-K of the
Exchange Act.(v)
    
    Termination of Employment or Relationship. In the event a Participants
continuous status as an employee, director, advisor or consultant terminates (other
than upon the Participants death or Disability), the Participant may exercise his/her
Options to the
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extent then exercisable on the date of termination, but only within such period of
time ending on the earlier of: (A) the date 90 days after the termination of the
Participants current continuous service, or (B) or such longer or shorter period
specified in the Award agreement, or (C) the expiration of the Award as specified
in the Award agreement.
 (vi)
    
    Death or Disability. In the event a Participants continuous status as an
employee, director, advisor or consultant terminates upon the Participants death or
Disability, the Participant may exercise his/her Options to the extent then
exercisable on the date of termination, but only within such period of time ending on
the earlier of: (A) the date 180 days after the termination of the Participants
current continuous service for Disability, and one year after termination for death,
or (B) or such longer or shorter period specified in the Award agreement, or (C) the
expiration of the Award as specified in the Award agreement. Unless otherwise defined
in an Award agreement, Disability means the Participant is actually receiving
benefits under a separate disability plan maintained by the Company or its subsidiary.(vii)
    
    Earlier Forfeiture. A Participants right to exercise Options may terminate
earlier as provided under Section 10 below.(viii)
    
    Section 16.A Participants Award agreement may provide that if the exercise of the
Option following the termination of the Participants continuous status as an
employee, director, or consultant (other than upon the Participants death or
Disability) would result in liability under Section 16(b) of the Exchange Act, then
the Option shall terminate on the earlier of (i) the expiration of the term of the
Option set forth in the Award agreement, or (ii) the tenth (10th) day after the last
date on which such exercise would result in such liability under Section 16(b) of the
Exchange Act.
 Performance Awards
 Certain Provisions Applicable To Awards
 Stand-Alone, Additional, and Tandem Awards.
 Term of Awards
 Form and Timing of Payment under Awards; Deferrals
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Change in Control.
  (i)
    
    Each outstanding Option or SAR (or such lesser portion of each Option or SAR
as is set forth in an applicable Award agreement) will immediately become exercisable
in full.(ii)
    
    Each outstanding share of Restricted Stock (or such lesser number of shares
as is set forth in an applicable Award agreement) will immediately become free of the
restrictions.(iii)
    
    To the extent provided in an applicable Award agreement, each outstanding
other Award shall be deemed free of restriction and any performance goals shall be
determined to be satisfied to the extent set forth in the Award agreement.(iv)
    
    In the event of a Change in Control that is a merger or consolidation in
which the Company is not the surviving corporation or which results in the acquisition
of substantially all of the Companys outstanding Stock by a single person or entity
or by a group of persons or entities acting in concert, or in the event of a sale or
transfer of all or substantially all of the Companys assets (a Covered
Transaction), the Committee shall have the discretion to provide for the termination
of all outstanding Options and SARs as of the effective date of the Covered
Transaction; provided, that, if the Covered Transaction follows a Change in Control or
would give rise to a Change in Control, no Option or SAR will be so terminated
(without the consent of the Participant) prior to the expiration of 20 days following
the later of (A) the date on which the Award became fully exercisable and (B) the date
on which the Participant received written notice of the consummation of a Covered
Transaction.
  (i)
    
    any person is or becomes the beneficial owner (as determined under Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such person any securities acquired
directly from the Company or its affiliates (as determined under Rule 12b-2 under the
Exchange Act) representing 31 percent (31%) or more of the combined voting power of
the Companys then outstanding securities, excluding any person who becomes such a
beneficial owner in connection with a Non-Control Merger (as defined in paragraph
(iii) below); or
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(ii)
    
    the following individuals cease for any reason to constitute a majority of
the number of directors then serving: individuals who, on the date hereof, constitute
the Board and any new director (other than a director whose initial assumption of
office is in connection with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board or nomination for election by the
Companys stockholders was approved or recommended by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for election was previously so
approved or recommended; or;(iii)
    
    there is consummated a merger or consolidation of the Company or any direct
or indirect subsidiary of the Company with any other corporation, other than a merger
or consolidation (a Non-Control Merger) immediately following which the individuals
who comprise the Board immediately prior thereto constitute at least a majority of the
board of directors of the Company, the entity surviving such merger or consolidation
or any parent thereof; or(iv)
    
    the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Companys assets, other
than a sale or disposition by the Company of all or substantially all of the Companys
assets immediately following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the board of directors of the entity
to which such assets are sold or disposed or any parent thereof.
   (i)
    
    Change in Ownership. Any one person, or more than one person acting as a
group (Person), acquires ownership of stock of the Company that, together with stock
held by the Person, constitutes more than 50 percent (50%) of the total fair market
value or total voting power of the stock of the Company. However, if any Person is
considered to own more than 50 percent (50%) of the total fair market value or total
voting power of the stock of the Company, the acquisition of additional stock by the
Person is not considered to cause a change in the ownership of the Company (or to
cause a change in the effective control of the Company (within the meaning of
paragraph (ii)).(ii)
    
    Change in Effective Control. A change in effective control of the Company
occurs only on the date that either:
 (A)
    
    Any Person acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by the Person)
ownership of stock of the Company possessing 35 percent (35%) or more of the
total voting power of the stock of the Company; or
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(B)
    
    A majority of the members of the Board is replaced during any
12-month period by directors whose appointment or election is not endorsed by
a majority of the members of the Board prior to the date of the appointment or
election.
 (iii)
    
    Change in Ownership of a Substantial Portion of the Companys Assets. The
date that any Person acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by the Person) assets from the Company that
have a total gross fair market value of all of the assets of the Company immediately
prior to the acquisition or acquisitions. For this purpose, gross fair market value
means the value of the assets of the Company, or the value of the assets being
disposed of, determined without regard to any liabilities associated with the assets.
  Additional Award Forfeiture Provisions
 Forfeiture of Options and Other Awards and Gains Realized Upon Prior Option Exercises
or Award Settlements
 (i)
    
    The unexercised portion of the Option, whether or not vested, and any other
Award not then settled will be immediately forfeited and canceled upon the occurrence
of the Forfeiture Event; and(ii)
    
    The Participant will be obligated to repay to the Company, in cash, within
five business days after demand is made therefor by the Company, the total amount of
Award Gain (as defined herein) realized by the Participant upon each exercise of an
Option or settlement of an Award that occurred on or after (A) the date that is six
months prior to the occurrence of the Forfeiture Event, if the Forfeiture Event
occurred while the Participant was employed by, or providing services to, the Company
or a subsidiary, or (B) the date that is six months prior to the date the
Participants employment by, or service with, the Company or a subsidiary terminated,
if the Forfeiture Event occurred after the Participant ceased to be so employed or
ceased service. For purposes of this Section, the term Award Gain shall mean (i),
in respect of a given Option exercise, the product of (X) the Fair Market Value per
share of Stock at the date of such exercise (without regard to any subsequent change
in the market price of shares) minus the exercise price times (Y) the number of shares
as to which the Option was exercised at that date, and (ii), in respect of any other
settlement of an Award granted to the Participant, the Fair Market Value of the cash
or Stock paid or payable to Participant (regardless of any elective deferral) less any
cash or the Fair Market Value of any Stock or property (other than an Award or award
which would have itself then been forfeitable hereunder and excluding any payment of
tax withholding) paid by the Participant to the Company as a condition of or in
connection such settlement.
 Events Triggering Forfeiture
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(i)
    
    Participant, acting alone or with others, directly or indirectly, (A)
engages, either as employee, employer, consultant, advisor, or director, or as an
owner, investor, partner, stockholder, licensee or licensor unless Participants
interest is insubstantial, in any business in an area or region in which the Company
conducts business at the date the event occurs, which is directly in competition with
a business then conducted by the Company or a subsidiary; (B) induces any customer,
supplier, licensee or licensor of the Company or a subsidiary, with which the Company
or a subsidiary has a business relationship, to curtail, cancel, not renew, or not
continue his or her or its business with the Company or any subsidiary; or (C)
induces, or attempts to influence, any employee, service provider, licensee or
licensor to the Company or a subsidiary to terminate such employment or service. The
Committee shall, in its discretion, determine which lines of business the Company
conducts on any particular date and which third parties may reasonably be deemed to be
in competition with the Company. For purposes of this Section 10(b)(i), a
Participants interest as a stockholder is insubstantial if it represents beneficial
ownership of less than five percent of the outstanding class of stock, and a
Participants interest as an owner, investor, or partner is insubstantial if it
represents ownership, as determined by the Committee in its discretion, of less than
five percent of the outstanding equity of the entity;(ii)
    
    Participant discloses, uses, sells, or otherwise transfers, except in the
course of employment with or other service to the Company or any subsidiary, any
confidential or proprietary information of the Company or any subsidiary, including
but not limited to information regarding the Companys current and potential
customers, organization, employees, finances, and methods of operations and
investments, so long as such information has not otherwise been disclosed to the
public or is not otherwise in the public domain (other than by Participants breach of
this provision), except as required by law or pursuant to legal process, or
Participant makes statements or representations, or otherwise communicates, directly
or indirectly, in writing, orally, or otherwise, or takes any other action which may,
directly or indirectly, disparage or be damaging to the Company or any of its
subsidiaries or their respective officers, directors, employees, advisors, businesses
or reputations, except as required by law or pursuant to legal process;(iii)
    
    Participant fails to cooperate with the Company or any subsidiary in any
way, including, without limitation, by making himself or herself available to testify
on behalf of the Company or such subsidiary in any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, or otherwise fails to
assist the Company or any subsidiary in any way, including, without limitation, in
connection with any such action, suit, or proceeding by providing information and
meeting and consulting with members of management of, other representatives of, or
counsel to, the Company or such subsidiary, as reasonably requested; or(iv)
    
    Participant is terminated for cause, as determined by the Company. Cause
shall include but not be limited to negligence in the performance of duties and
misconduct, including acts of moral turpitude.
 Agreement Does Not Prohibit Competition or Other Participant Activities
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General Provisions.
 Compliance with Legal and Other Requirements
 Limits on Transferability; Beneficiaries provided however
 Adjustments
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Tax Provisions
 (i)
    
    Withholding.The Company and any subsidiary is authorized to withhold from
any Award granted, any payment relating to an Award under the Plan, including from a
distribution of Stock, or any payroll or other payment to a Participant, amounts of
withholding and other taxes due or potentially payable in connection with any
transaction involving an Award, and to take such other action as the Committee may
deem advisable to enable the Company and Participants to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to any Award. This
authority shall include authority to withhold or receive Stock or other property and
to make cash payments in respect thereof in satisfaction of a Participants
withholding obligations, either on a mandatory or elective basis in the discretion of
the Committee, or in satisfaction of other tax obligations. Other provisions of the
Plan notwithstanding, only the minimum amount of Stock deliverable in connection with
an Award necessary to satisfy statutory withholding requirements will be withheld,
unless withholding of any additional amount of Stock will not result in additional
accounting expense to the Company. Stock deliverable or withheld hereunder shall be
valued at the Fair Market Value thereof on the day prior to remittance or
withholding.(ii)
    
    Required Consent to and Notification of CodeSection 83(b)Election.No
election under Section 83(b) of the Code (to include in gross income in the year of
transfer the amounts specified in Code Section 83(b)) or under a similar provision of
the laws of a jurisdiction outside the United States may be made unless expressly
permitted by the terms of the Award document or by action of the Committee in writing
prior to the making of such election. In any case in which a Participant is permitted
to make such an election in connection with an Award, the Participant shall notify the
Company of such election within ten days of filing notice of the election with the
Internal Revenue Service or other governmental authority, in addition to any filing
and notification required pursuant to regulations issued under Code Section 83(b) or
other applicable provision.(iii)
    
    Requirement of Notification Upon Disqualifying Disposition Under Code
Section421(b).If any Participant shall make any disposition of shares of Stock
delivered pursuant to the exercise of an ISO under the circumstances described in Code
Section 421(b) (i.e., a disqualifying disposition), such Participant shall notify the
Company of such disposition within ten days thereof.
 
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Plan Amendment, Termination or Other Changes
 (i)
    
    Any amendment to the Plan shall be submitted to the Companys stockholders
for approval not later than the earliest annual meeting for which the record date is
at or after the date of such Board action if such stockholder approval is required by
any federal or state law or regulation or the rules of the New York Stock Exchange or
Nasdaq National Market (as then applicable) or any other stock exchange or automated
quotation system on which the Stock may then be listed or quoted, or if such amendment
would materially increase the number of shares reserved for issuance and delivery
under the Plan, and the Board may otherwise, in its discretion, determine to submit
other amendments to the Plan to stockholders for approval.(ii)
    
    Without the consent of an affected Participant, no such Board action may
materially and adversely affect the rights of such Participant under any outstanding
Award (for this purpose, actions that alter the timing of federal income taxation of a
Participant will not be deemed material unless such action results in an income tax
penalty on the Participant).(iii)
    
    Without the approval of stockholders, the Committee will not amend or
replace previously granted Options or SARs in a transaction that constitutes a
repricing, as such term is used in Section 303A.08 of the Listed Company Manual of
the New York Stock Exchange or Nasdaq National Market (as then applicable) or Item
402(i)(1) of Regulation S-K of the Exchange Act.
  Right of Setoff
 Unfunded Status of Awards; Creation of Trusts
 Nonexclusivity of the Plan
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Payments in the Event of Forfeitures; Fractional Shares
 Compliance with Code Section 162(m ).
 Certain Limitations on Awards to Ensure Compliance with Code Section 409A.
 Certain Limitations Relating to Accounting Treatment of Awards.
 Governing Law.
 Awards to Participants Outside the United States
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Limitation on Rights Conferred under Plan.
 Severability; Entire Agreement.
 Plan Effective Date and Termination
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