WILD OATS MARKETS INC
ODAK SECOND AMENDMENT
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<TYPE>EX-10.1
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<FILENAME>odaksecondamend.htm
<DESCRIPTION>ODAK SECOND AMENDMENT
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<title>Odak Second Amendment</title>
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<p ALIGN="CENTER">SECOND AMENDMENT TO EMPLOYMENT AGREEMENT</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT by and between
Wild Oats Markets, Inc. (the &quot;Company&quot;) and Perry D. Odak (the
&quot;Executive&quot;) is dated June 19, 2002.</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="CENTER">RECITALS</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="JUSTIFY">A. The Executive and the Company entered into an Employment
Agreement dated March 6, 2001 (the &quot;Employment Agreement&quot;); and</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">B. Under Section 4(b) of the Employment Agreement, the
Company shall pay the Executive as Incentive Compensation in respect to each
fiscal year (or a portion thereof) of the Company during the Term, an amount
determined in accordance with any bonus or short term incentive compensation
program (which may be based upon achieving certain specified performance
criteria) which may be established by the Board either for the Executive or for
senior management;</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">C. Section 4(b) of the Employment Agreement further provides
for the Executive's good faith consideration of waiving all or a portion of
the Incentive Compensation otherwise payable to him for the first 12 months of
service to the extent that the Company incurs a loss in connection with its
obligation to arrange for the purchase of the Executive's house under Section
4(h) of the Employment Agreement;</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">D. The parties have agreed to an extension of the date on
which the Incentive Compensation shall be paid in order to provide for
sufficient time to determine whether the Company will incur a loss in connection
with the Company's obligation to purchase the Executive's house for purposes
of Section 4(b) of the Agreement; and</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">E. The Board of Directors and the Executive have agreed that
the first Incentive Compensation payment date shall be as provided below.</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="CENTER">AGREEMENT</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="JUSTIFY">NOW, THEREFORE, in consideration of the foregoing premises
and the mutual promises, terms, provisions and conditions set forth in this
Second Amendment to Employment Agreement, the parties hereby agree:</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<blockquote>
  <blockquote>
    <p ALIGN="JUSTIFY">1. <u>Amendment to Section 4(b) - Incentive
    Compensation.</u> The last sentence in the first full paragraph is deleted
    and replaced with the following:</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="JUSTIFY">&quot;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.&quot;</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="JUSTIFY">2. The following sentence is added at the end of Section
    4(b) of the Employment Agreement:</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="JUSTIFY">&quot;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.&quot;</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <u>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    </u>
    <p ALIGN="JUSTIFY">3. <u>Confirmation</u>. In all other respects, the terms
    of the Employment Agreement are hereby confirmed.</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
  </blockquote>
</blockquote>
<p ALIGN="JUSTIFY">IN WITNESS WHEREOF, this Second 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.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;</p>
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THE EXECUTIVE
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&nbsp;WILD OATS MARKETS, INC.
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<u>/s/ Perry D. Odak</u>
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&nbsp;By:&nbsp;<u> /s/ Freya Brier</u>
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Perry D. Odak</font></td>
    <td width="50%"><font SIZE="3">Name: Freya Brier
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                <p ALIGN="JUSTIFY">Title: V.P., Legal</p>
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