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 theposition of Senior Vice President of Operations reporting to Perry Odak, CEO. Your basepay will be $290,000, payable bi-weekly at the rate of $11,153.85. You will also have theopportunity to receive a targeted bonus of 50% of your annual salary, of which 50% of that50% is guaranteed ($72,500.00). The bonus program is based on achieving companyperformance and individual performance objectives. Awards are generally distributed thirtydays 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 usto obtain goals we have set as a growing organization. 

 

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

 

You will be eligible for 15 days-accrued vacation hours for each yearof 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 OatsMarkets, Inc. has contracted Relo Direct, Inc. as our third party administrator for allrelocations.- 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 supervisorto complete the new hire forms. Since the law now requires us to verify your authority towork in the United States, be sure to bring documentation that will permit Wild OatsMarkets 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 OatsMarkets, 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, withor without cause. The following paragraphs detail the Wild Oats executive Change ofControl 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) alump sum payment equal to two times your salary and bonus, (ii) a lump sum payment in lieuof Company contributions that would have been made on your behalf to the Company’ssaving plan had your employment continued for two additional years, (iii) acceleratedvesting of all options, (iv) continuation of life, disability, accident and healthinsurance 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 anyexcise tax levied on "exercise parachute payments". In the event that conditionstriggering the benefits under the "change in control" are satisfied, you aresubject to certain restrictive covenants relating to non-competition and solicitation ofemployees, customers or suppliers of the Company for two years following the terminationof your employment.

 

Except as expressly set forth in this Section, all compensation and other benefitsshall cease to accrue upon termination of Executive's employment. Upon termination of theExecutive's employment for any reason, Executive shall be deemed to have resigned from alloffices and directorships, if any, then held with the Company or any of its subsidiariesor 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 theterms.
/s/ Dan Bolstad July 19, 2005NAMEDATE