**WILD OATS MARKETS, INC.
2006 EQUITY INCENTIVE PLAN**

**RESTRICTED STOCK AGREEMENT**

THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made effective as of
_______________, 20__ (the "Effective Date"), between Wild Oats Markets, Inc., a
Delaware corporation (together with its Affiliated Corporations except where the context
requires otherwise, the "Company"), and ("Grantee").

**RECITALS**

1. On ____________, 20__, the Board of Directors of the Company authorized
the award of incentives relating to the Company's common stock to be issued under the Wild
Oats Markets, Inc. 2006 Equity Incentive Plan (the "Plan") to specified
Employees.

2. The purposes of the incentives are to reward each designated Employee for past service
rendered to the Company and/or to provide an incentive for new or continued service with
the Company, increase shareholder value, and advance the interests of shareholders.

3. This Agreement sets forth the terms and conditions approved by the Committee applicable
to the award and issuance of Restricted Stock to Grantee under the Plan. Unless otherwise
defined herein, capitalized terms used in this Agreement shall have the meanings set forth
in the Plan.

**AGREEMENT**

1. **Grant of Restricted Stock**. Subject to the terms and
conditions of this Agreement and the Plan, the Company hereby issues to Grantee a total of
_______ shares of the Company's common stock, $0.001 par value (the "Restricted
Stock"). The Restricted Stock is issued as of the Effective Date with a Fair Market
Value, as determined under the Plan on the Effective Date, of $_______ per share.

2. **Consideration**. The Committee hereby issues this award in
consideration of Grantee's performance of past services to the Company, which have
contributed to the success of the Company and/or as an incentive for new or continued
service as an Employee with the Company and its Affiliates.

3. **Transferability; Restrictions and Forfeiture**. Restricted Stock
may not be sold, assigned, transferred by gift or otherwise, pledged, hypothecated, or
otherwise disposed of, by operation of law or otherwise, and shall be subject to
forfeiture in accordance with the provisions of Section 6 below, until Grantee becomes
vested in the Restricted Stock in accordance with Section 5. Upon vesting, the
restrictions in this Section 3 shall lapse, the Restricted Stock shall no longer be
subject to forfeiture, and Grantee may transfer shares of Restricted Stock in accordance
with applicable securities laws.

4. **Enforcement of Restrictions**. To enforce the restrictions set
forth in Section 3, shares of Restricted Stock may be held in electronic form or book
entry in escrow until the restrictions lapse. In the event the Company determines not to
hold the shares in electronic form or book entry, the Restricted Stock may be evidenced in
such manner as the Committee shall determine, including, but not limited to, the issuance
of share certificates in the name of Grantee. In such case, Grantee hereby appoints the
Secretary of the Company, or any other person designated by the Company as escrow agent,
as attorney-in-fact to assign and transfer to the Company any shares of Restricted Stock
forfeited by Grantee pursuant to Section 6 below, and shall, if requested by the Company,
deliver and deposit with Grantee's attorney-in-fact any share certificates representing
the Restricted Stock, together with a stock assignment duly endorsed in blank. The stock
assignment and any share certificates shall be held by Grantee's attorney-in-fact until
the restrictions set forth in Section 3 have lapsed with respect to the shares of
Restricted Stock, or until this Agreement is no longer in effect.

5. **Vesting; Lapse of Restrictions**. Except as provided otherwise
in this Agreement, the Restricted Stock shall vest only during Grantee's Continuous Status
as an Employee of the Company or an Affiliate from the Effective Date through the dates
described below, and the restrictions set forth in Section 3 shall lapse in their
entirety, as follows:

(a) As of ___________, 2____, the restrictions set forth in Section 3 shall lapse as to
__________ shares of Restricted Stock (__% of the aggregate number of shares);

(b) As of ___________, 2____, the restrictions set forth in Section 3 shall lapse as to
__________ shares of Restricted Stock (__% of the aggregate number of shares);

(c) As of ___________, 2____, the restrictions set forth in Section 3 shall lapse as to
__________ shares of Restricted Stock (__% of the aggregate number of shares);

(d) As of ___________, 2____, the restrictions set forth in Section 3 shall lapse as to
__________ all remaining shares of Restricted Stock.

(e) In the event the above lapse of restriction results in the lapse of partial shares,
the number of shares effected by the lapse shall be adjusted downward to the nearest whole
share.

6. **Change in Control**. Upon the occurrence of a Change in
Control (as defined in Section 9(b) of the Plan), Restricted Stock covered by this
Agreement shall become fully exercisable regardless of whether all conditions of exercise
relating to length of service have been satisfied.

7. **Termination of Employment; Forfeiture of Restricted Stock**.

(a) **Death or Disability**. If Grantee's Continuous Status as an
Employee with the Company and its Affiliates terminates on account of death or permanent
and total disability (within the meaning of Section 422(c)(6) of the Code), the Restricted
Stock shall vest in full and the restrictions set forth in Section 3 shall lapse in their
entirety.

(b) **Other Terminations**. If Grantee's Continuous Status as an
Employee with the Company and its Affiliates terminates on account of any reason other
than death or disability, including but not limited to voluntary resignation or
involuntary termination by the Company with or without cause prior to the lapse of
restrictions set forth in Section 5, the shares of Restricted Stock with respect to which
the restrictions have not yet lapsed shall automatically be forfeited.

(c) **Manner of Forfeiture**. Any shares of Restricted Stock forfeited
by Grantee pursuant to this Section 6 shall promptly be transferred to the Company without
the requirement of further notice or the payment of any consideration. Grantee, or
Grantee's attorney-in-fact, shall execute all documents and take all actions necessary or
desirable, in the sole discretion of the Committee, to promptly effectuate the transfer.
On and after the time at which any shares are required to be transferred to the Company,
Grantee shall not be permitted to exercise any of the privileges or rights of a
stockholder with respect to the shares but shall, in so far as permitted by law, treat the
Company as owner of the shares.

(d) **Effect of Prohibited Transfer**. If any transfer of
Restricted Stock is made or attempted to be made contrary to the terms of this Agreement,
the Company shall have the right to acquire for its own account, without the payment of
any consideration, such shares from the owner thereof or his or her transferee, at any
time before or after the prohibited transfer. In addition to any other legal or equitable
remedies it may have, the Company may enforce its rights to specific performance to the
extent permitted by law and may exercise such other equitable remedies then available to
it. The Company may refuse for any purpose to recognize any transferee who receives shares
contrary to the provisions of this Agreement as a stockholder of the Company and may
retain or recover all dividends on such shares that were paid or payable subsequent to the
date on which the prohibited transfer was made or attempted.

8. **Adjustments upon Changes in Stock; Sale or Merger**.

(a) **Adjustment by Merger, Stock Split, Stock Dividend, Etc**. If the
Company's common stock, as presently constituted, shall be changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company or of
another corporation (whether by reason of merger, consolidation, recapitalization,
reclassification, stock split, spinoff, combination of shares or otherwise), or if the
number of such shares of stock shall be increased through the payment of a stock dividend,
then there shall be substituted for or added to each share of Restricted Stock, the number
and kind of shares of stock or other securities into which each outstanding share of
Restricted Stock shall be so changed or for which each such share shall be exchanged or to
which each such share shall be entitled, as the case may be.

(b) **Other Distributions and Changes in the Stock**. In the event
there shall be any other change affecting the number or kind of the outstanding shares of
the Company's common stock, or any stock or other securities into which the stock shall
have been changed or for which it shall have been exchanged, then if the Committee shall,
in its sole discretion, determine that the change equitably requires an adjustment in the
shares of Restricted Stock, an adjustment shall be made in accordance with such
determination.

(c) **General Adjustment Rules**. All adjustments relating to stock or
securities of the Company shall be made by the Committee, whose determination in that
respect shall be final, binding and conclusive. Fractional shares resulting from any
adjustment to the Restricted Stock pursuant to this Section 9 may be settled as the
Committee shall determine. Notice of any adjustment shall be given to Grantee.

(d) **Reservation of Rights**. The issuance of Restricted Stock
shall not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business structure, to
merge, to consolidate, to dissolve, to liquidate or to sell or transfer all or any part of
its business or assets.

9. Legends; Additional Requirements. Grantee hereby acknowledges the Company may place
legends on stock certificates issued pursuant to this Agreement as such counsel to the
Company deems necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the stock. In
connection therewith and prior to the issuance of shares, Grantee may be required to
deliver to the Company such other documents and representations as may be reasonably
necessary to ensure compliance with securities laws.

10. Rights of a Stockholder. Subject to the restrictions imposed by Section 3 and the
terms of any other relevant sections hereof, Grantee shall have all of the voting,
dividend, liquidation and other rights of a stockholder with respect to the Restricted
Stock.

11. Tax Withholding Obligations. The Company's obligation to deliver shares of Common
Stock to Grantee upon the vesting of such shares shall be subject to the satisfaction of
all applicable federal, state and local income and employment tax withholding
requirements. If Grantee has not otherwise satisfied his or her tax withholding obligation
related to the vested shares by 5:00 p.m. Mountain Standard Time on the date the shares
become vested, the Company shall withhold from the vested shares that would have been
delivered a number of vested shares necessary to satisfy Grantee's withholding obligation.

Grantee may elect, subject to Company approval, to authorize the Company to satisfy any
federal, state or local tax withholding obligation by any of the following means or by a
combination of such means:

(a) Tendering a cash payment;

(b) Authorizing the Company to withhold shares from the shares of Common Stock otherwise
issuable hereunder; or

(c) With prior consent of the Company, by delivering to the Company owned and
unencumbered shares of the Common Stock of the Company with respect to those shares free.
The Grantee does not need to make an election from restriction as of the Effective Date.

To satisfy the tender of a cash payment, Grantee may authorize the Company to withhold the
amount due from Grantee's pay during pay periods immediately preceding the date of
vesting. If vested shares are withheld to satisfy the tax withholding obligation, the
number of shares withheld will be determined as the number of shares having an aggregate
Fair Market Value equal to the minimum amount required to be withheld or such lesser
amount as may be elected by Grantee. The Company may limit the number of shares withheld
or delivered to the Company to satisfy Grantee's tax withholding obligation, if necessary,
to avoid any adverse accounting treatment for the Company.

All elections shall be subject to the approval or disapproval by the Company. The value of
shares withheld or transferred shall be based on the Fair Market Value of the stock on the
date the amount of tax to be withheld is to be determined (the "Tax Date"). Any
election to have shares withheld or transferred for this purpose will be subject to the
following restrictions:

(i) All elections must be made prior to the Tax Date;

(ii) All elections shall be irrevocable; or

(iii) If Grantee is an officer or director of the Company within the meaning of Section
16 of the Exchange Act, Grantee must satisfy the requirements of Section 16 and any
applicable rules thereunder with respect to the use of stock to satisfy tax withholding
obligations.

12.**Tax Consequences**. Set forth below is a brief summary as of
the date of grant of certain United States federal income tax consequences of the award of
the Restricted Stock. This summary does not address employment, specific state, local or
foreign tax consequences that may be applicable to Grantee. Grantee understands this is
only a summary, it is not complete, and the tax laws and regulations are subject to
change.

Grantee shall recognize ordinary income at the time or times described in Section 5 that
the shares of Restricted Stock are released from the restrictions in Section 3, in an
amount equal to the Fair Market Value of the shares on such date(s) less the amount paid,
if any, and the Company shall be required to collect all applicable withholding taxes with
respect to the income.

By signing this Agreement, Grantee represents he or she has consulted with his or her
own personal tax advisor, or determined consultation is not necessary, and has not relied
on any statements or representations of the Company or any of its agents regarding tax
advice. Grantee understands and agrees he or she (and not the Company) shall be
responsible for any tax liability that may arise as a result of the transactions
contemplated by this Agreement.

This summary does not address employment, state specific, local or foreign tax
consequences that may be applicable to Grantee. Grantee understands this summary is
necessarily incomplete and the tax laws and regulations are subject to change.

13. **Notices**. Any notice required or permitted to be given under
this Agreement or the Plan shall be given in writing and shall be deemed effectively given
upon receipt or, in the case of notices delivered by the Company to Grantee, five (5) days
after deposit in the United States mail, postage prepaid, addressed to Grantee at the
address currently on file with the Company or at such other address as Grantee hereafter
designates by written notice to the Company.

14. Certificates. Stock may be delivered electronically or in the form of certificates in
the discretion of the Company. Any references to certificates herein are deemed to include
electronic delivery of securities.

15. **Amendment**. The Board may amend the Plan in accordance with
Section 11(e) of the Plan. The Board may also amend the terms of this Agreement; provided,
however, the rights and obligations of Grantee hereunder shall not be impaired by any such
amendment unless (a) the Company requests consent of Grantee and (b) Grantee consents in
writing.

16. Relationship to Plan. This Agreement shall not alter the terms of the Plan. If
there is a conflict between the terms of the Plan and the terms of this Agreement, the
terms of the Plan shall control. Capitalized terms used in this Agreement but not defined
herein shall have the meanings set forth in the Plan.
17. **Construction; Severability**. The section headings contained
herein are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other provision of
this Agreement, and each other provision of this Agreement shall be severable and
enforceable to the extent permitted by law.

18. Waiver. Any provision contained in this Agreement may be waived, either generally or
in any particular instance, by the Committee appointed under the Plan, but only to the
extent permitted under the Plan.

19. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
Company and Grantee and their respective heirs, executors, administrators, legal
representatives, successors and assigns.

20. **Rights to Employment**. Nothing contained in this Agreement or
the Plan shall be construed as giving Grantee any right to continue employment or other
service with the Company or its Affiliates or shall affect the right of the Company or an
Affiliate to terminate the employment of Grantee with or without notice and with or
without cause.

21. **Governing Law**. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard to the
choice of law principles thereof.

22. **Entire Agreement**. Grantee acknowledges as of the date he or
she signs this Agreement, it sets forth the entire understanding between Grantee and the
Company and its Affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject [with the exception of
the following agreements only:______].

**[SIGNATURE PAGE FOLLOWS]**

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth
below to be effective as of the Effective Date.

> **WILD OATS MARKETS, INC.
>               Company**
>               By:  __________________________
>                                  
>               [Name, Title]
>               Date:  ________________________

**ACKNOWLEDGMENT AND AGREEMENT**

By signature below, I acknowledge receipt of the Restricted Stock granted hereunder and
I understand the grant is subject to the terms and conditions set forth in this Agreement
and additional terms and conditions may be imposed under the terms of the Plan. I hereby
accept the Restricted Stock awarded hereunder, subject to the terms and conditions set
forth herein. I acknowledge I have received a copy of the Plan and the Prospectus for the
Plan. I further acknowledge this award sets forth the entire understanding between me and
the Company and its Affiliates regarding acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject.

> [**NAME]
>               Grantee**
>               By:  ________________________
>               Date:  _______________________
>               Address:  ____________________