exv10w1



 





Exhibit 10.1




SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT




     THIS SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Sixth 
Amendment”), dated as of August 14, 2006, is by and
between Wild Oats Markets, Inc. (the “Company”) and Perry D. Odak (the “Executive”).



RECITALS




     A. The Executive and the Company entered into an Employment Agreement, dated
as of March 6, 2001, as amended by a First Amendment to Employment Agreement, dated as of
December 28, 2001, a Second Amendment to Employment Agreement, dated as of June 19,
2002, a Third Amendment to Employment Agreement, dated as of August 12, 2002, and a
Fourth Amendment to Employment Agreement, dated as of May 10, 2005 and a Fifth Amendment to
Employment Agreement, dated as of June 16, 2006 (collectively referred
to herein as the “Employment Agreement”).



     B. The parties intend to enter into good faith negotiations to enter into mutually
satisfactory modifications to the Employment Agreement.



     C. The Company has the right to give notice of non-renewal of the Employment
Agreement prior to August 15, 2006, and has asked the Executive
to agree to extend this notice deadline, to provide additional time for their negotiations.



     D. The Executive has agreed to the Company’s request for an extension of the notice
deadline on the terms and conditions set forth below.



AGREEMENT




     For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Amendments to the Employment Agreement.



          (a) Term of the Employment Agreement. Section 2 of the Employment
Agreement is hereby amended by deleting the penultimate sentence
thereof, and replacing it with the following:




     “This Agreement shall continue on a year-to-year basis
beyond the end of the fifth year (or a later year if the Agreement
has renewed), unless the Company notifies the Executive in
writing that the Company does not wish to renew the Agreement.
With respect to the year ending March 19, 2007, any such notice of
non-renewal must be given by no later than October 16, 2006 (the
period between June 19, 2006 and October 16, 2006 being referred to
as the “Extended Notice Period”), and with respect to any future
years after March 19, 2007, any such notice of non-renewal must be
given by no later than nine months prior to the end of the
applicable year.”



          (b) Termination of Employment by the Executive for Good Reason. Sections
5(e)(6) and (7) of the Employment Agreement is amended to read as follows:



 









 






     ”(6) In the event that the Company shall, in bad faith, fail
to engage in negotiations during the Extended Notice Period
regarding a new employment agreement or modifications to the
Agreement (for example, the conducting of parallel negotiations
with third parties with respect to Executive’s positions or the
refusal by the Company to negotiate with Executive shall be deemed
to be in “bad faith” but the inability or failure by the parties to
agree on mutually satisfactory terms shall not in and of itself
constitute “Good Reason” hereunder); or




     (7) During the Extended Notice Period, providing the Executive
with a notice of non-renewal pursuant to Section 2 of this
Agreement prior to October 13, 2006.”



     2. Defined Terms. All terms which are capitalized but are not otherwise defined
herein shall have the meaning ascribed to them in the Employment Agreement.



     3. Inconsistent Provisions. All provisions of the Employment Agreement which
have not been amended by this Sixth Amendment shall remain in full force and effect. However,
to the extent that there is any inconsistency between the provisions of the Employment
Agreement and this Sixth Amendment, the provisions of this Sixth Amendment shall control and
be binding.



     4. Counterparts. This Sixth Amendment may be executed in one or more
counterparts, all of which taken together shall constitute a single
instrument. Execution and delivery may be by facsimile transmission.



 









 





     IN WITNESS WHEREOF, this Sixth Amendment to Employment Agreement has been
executed by the Company, by its duly authorized officer, and by the
Executive, as of the date first above written.



	 	 	 	 	 	 	 
	WILD OATS MARKETS, INC.	 	THE EXECUTIVE
	 
	 	 	 	 	 	 
	By:	 	/s/ Freya R. Brier	 	/s/ Perry D. Odak
	 	 	 	 	 
	Name:

	 	Freya R. Brier
	 	Name:
	 	Perry D. Odak
	Title:

	 	Executive Officer