EX-10.11.1



 Exhibit 10.11.1 

A request for confidential treatment has been made with respect to portions of the following document that are marked with
[*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. 
 FIRST AMENDMENT TO DISTRIBUTION
AGREEMENT 
 May 31, 2011 
 Sprouts Farmer’s Markets (SFM) and Nature’s Best (NB) agree to the following amendments to their Distribution Agreement dated April 14, 2010 (“Distribution Agreement”): 

 

	1.	 SFM has acquired the Henry’s/Sun Harvest stores. In consideration for the incremental business represented by these additional locations, the
cost plus rate for California stores provided for in Section 7 of and Exhibit D to the Distribution Agreement, including all Henry’s and SFM locations in California, will be revised to [*CONFIDENTIAL*] effective as of the start date of
the Henry’s stores’ conversion to NB as their primary supplier. From and after the date of this First Amendment, Exhibit D to the Distribution Agreement shall be superseded and replaced by the revised Exhibit D attached to this First
Amendment. As indicated in this revised Exhibit D, the cost plus rate applicable to California stores will decline further as annualized sales increase above [*CONFIDENTIAL*]. The cost plus rate applicable to stores in states other than
California shall be as provided in the Distribution Agreement and the revised Exhibit D attached to the First Amendment. 


  

	2.	 The term of the Distribution Agreement is hereby extended one year to April 14, 2018. 



 

	3.	 Except as amended in this First Amendment, all other terms and conditions of the existing Distribution Agreement shall remain in full force and
effect as originally written. SFM and NB hereby affirm the Distribution Agreement, as amended by this First Amendment. 


 IN WITNESS WHEREOF, the parties hereto have entered into this First Amendment as of the date set forth above. 

 

									
	 By:
	 	 /s/ Doug Sanders
	 		 	 By:
	 	 /s/ James A. Beck

		 	 Signature
	 	 	 	 Signature

		 		 	 	 	
		 	 Doug Sanders
	 	 	 	 James A. Beck

		 	 Print Name
	 		 		 	 Print Name

					
		 	6/2/11	 		 		 	 6-7-11

		 	 Date
  

Doug Sanders

President and Chief Operation Officer
 Sprouts Farmer’s Market
	 		 		 	 Date
  

Jim Beck

President and CEO

Nature’s Best









 A request for confidential treatment has been made with respect to portions of the
following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. 
  

Exhibit D 

Cost Plus Schedule 
 May 31, 2011 
  

											
	 Plateau Level
	  	Annualized
Purchases	 	  	CA
Cost Plus %	 	AZ, TX
Cost Plus %	 	Colorado
Cost Plus %
	 1
	  	$	63,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 2
	  	$	69,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 3
	  	$	75,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 4
	  	$	81,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 5
	  	$	87,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 6
	  	$	93,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 7
	  	$	99,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 8
	  	$	105,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 9
	  	$	111,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 10
	  	$	117,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 11
	  	$	123,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 12
	  	$	129,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 13
	  	$	135,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 14
	  	$	141,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 15
	  	$	147,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 16
	  	$	153,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 17
	  	$	159,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 18
	  	$	235,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 19
	  	$	241,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 20
	  	$	247,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 21
	  	$	253,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 22
	  	$	259,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 23
	  	$	265,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 24
	  	$	273,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 25
	  	$	281,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 26
	  	$	289,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 27
	  	$	297,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 28
	  	$	305,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 29
	  	$	313,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 30
	  	$	321,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 31
	  	$	329,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 32
	  	$	337,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]
	 32
	  	$	345,000,000	  	  	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]	 	[*CONFIDENTIAL*]