Exhibit 10.1
INDEMNIFICATION AND HOLD
HARMLESS AGREEMENT
THIS INDEMNIFICATION AND HOLD HARMLESS
AGREEMENT (this “ Agreement ”) is made as of
,
by and between Whole Foods Market, Inc., a Texas corporation
(the “ Company ”) , and
(“ Indemnitee ”).
WHEREAS, in order to incentivize Indemnitee to
serve, or to continue to serve, as a director, officer or agent of
the Company, one of its subsidiaries, affiliates or regions (in any
such case, the “ Service ”), the Company has
agreed to indemnify Indemnitee as set forth below;
NOW, THEREFORE, in consideration of the
foregoing and certain other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties, intending to
be legally bound, hereby agree as follows:
1.
Indemnification . Effective as of the original date of
Indemnitee’s beginning Service, the Company shall indemnify
Indemnitee and hold Indemnitee harmless if the Indemnitee is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, and in any
appeal in such action, suit or proceeding, and in any inquiry or
investigation that could lead to such an action, suit or
proceeding, against any and all liabilities, obligations (whether
known or unknown, or due or to become due or otherwise), judgments,
fines, fees, penalties, interest obligations, deficiencies, other
actual losses (for example, verifiable lost income related to time
spent defending such claim or action) and reasonable expenses
(including, without limitation amounts paid in settlement,
interest, court costs, costs of investigators, reasonable fees and
expenses of attorneys, accountants, financial advisors and other
experts) incurred or suffered by Indemnitee in connection with such
action, suit or proceeding arising out of or pertaining to any
actual or alleged action or omission which arises out of or relates
to the fact that Indemnitee is or was serving as a director or
officer of the Company or at the request of the Company as a
director, officer, trustee, employee, or agent of or in any other
capacity for another corporation, partnership, joint venture, trust
or other enterprise (including any region of the Company), to the
fullest extent permitted by applicable law and the Company’s
Articles of Incorporation and Bylaws, each as amended (but in the
case of any such amendment, only to the extent that such amendment
permits the Company to provide the same or broader indemnification
rights than permitted prior thereto) (each such liability,
obligation, judgment, fine, fee, penalty, interest obligation,
deficiency, other actual losses, and reasonable expenses being
referred to herein as a “Loss,” and
collectively, as “Losses” ). Any Loss
incurred by Indemnitee shall be paid by the Company on a regular
monthly basis. This indemnity applies even if the
Indemnitee caused the Loss through his or her negligence, strict
liability or other fault; however, if any Losses for which
Indemnitee received payment from the Company under this Agreement
are determined by final judicial decision from which there is no
further right to appeal, to have been caused by Indemnitee under
circumstances with respect to which indemnification is not
permitted by applicable law or this Agreement (any such Loss, a
“Non-Indemnification Loss”), Indemnitee shall repay to
the Company such Losses paid on behalf of Indemnitee
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