SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

 

 

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT by and betweenWild Oats Markets, Inc. (the "Company") and Perry D. Odak (the"Executive") is dated June 19, 2002.

 

RECITALS

 

A. The Executive and the Company entered into an EmploymentAgreement dated March 6, 2001 (the "Employment Agreement"); and

 

B. Under Section 4(b) of the Employment Agreement, theCompany shall pay the Executive as Incentive Compensation in respect to eachfiscal year (or a portion thereof) of the Company during the Term, an amountdetermined in accordance with any bonus or short term incentive compensationprogram (which may be based upon achieving certain specified performancecriteria) which may be established by the Board either for the Executive or forsenior management;

 

C. Section 4(b) of the Employment Agreement further providesfor the Executive's good faith consideration of waiving all or a portion ofthe Incentive Compensation otherwise payable to him for the first 12 months ofservice to the extent that the Company incurs a loss in connection with itsobligation to arrange for the purchase of the Executive's house under Section4(h) of the Employment Agreement;

 

D. The parties have agreed to an extension of the date onwhich the Incentive Compensation shall be paid in order to provide forsufficient time to determine whether the Company will incur a loss in connectionwith the Company's obligation to purchase the Executive's house for purposesof Section 4(b) of the Agreement; and

 

E. The Board of Directors and the Executive have agreed thatthe first Incentive Compensation payment date shall be as provided below.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing premisesand the mutual promises, terms, provisions and conditions set forth in thisSecond Amendment to Employment Agreement, the parties hereby agree:

 

> 
1. Amendment to Section 4(b) - Incentive    Compensation. The last sentence in the first full paragraph is deleted    and replaced with the following:

 

"The amount of Incentive Compensation to be paid by    the Company to the Executive for the first twelve (12) months of service    during the Term hereof shall not be less than Two Hundred Fifty Thousand    Dollars ($250,000), which amount shall be paid only if the Executive remains    in the employment of the Company on October 20, 2002 or is terminated by the    Company other than for Cause (or he terminates for Good Reason) during such    period."

 

 

2. The following sentence is added at the end of Section    4(b) of the Employment Agreement:

 

"The Incentive Compensation payment to the Executive    for the first 12 months of service during the Term shall be due on or before    October 2, 2002, in order to provide sufficient time for the Executive to    evaluate whether the Company has incurred a loss in connection with the    Company's obligation to purchase the Executive's house."

 

 

3. Confirmation. In all other respects, the terms    of the Employment Agreement are hereby confirmed.

 

 

IN WITNESS WHEREOF, this Second Amendment to EmploymentAgreement has been executed by the Company, by its duly authorized officer, andby the Executive, as of the date first above written.

  

| THE EXECUTIVE     |  WILD OATS MARKETS, INC.   |
|-------------------|---------------------------------|
| /s/ Perry D. Odak |  By:  /s/ Freya Brier |
| Perry D. Odak     | Name: Freya Brier               |
|                   | Title: V.P., Legal              |