Page 17 of 24 – SEC Filing
EXHIBIT B
Form of Nominee
Agreement
AGREEMENT
This Nomination Agreement (the “Agreement”),
is by and between JANA Partners LLC (“JANA,” “we” or “us“) and [NOMINEE] (“you”).
You agree that you
are willing, should we so elect, to become a member of a slate of nominees (the “Slate“) of a JANA affiliate (the
“Nominating Party”) which nominees shall stand for election as directors of Whole Foods Market, Inc. (“Whole
Foods“) in connection with a proxy solicitation (the “Proxy Solicitation“) which may be conducted in
respect of the 2018 annual meeting of stockholders of Whole Foods (including any adjournment or postponement thereof or any special
meeting held in lieu thereof, the “Annual Meeting“) or appointment or election by other means. You further agree
to serve as a director of Whole Foods if so elected or appointed. JANA agrees on behalf of the Nominating Party to pay the costs
of the Proxy Solicitation. JANA also agrees on behalf of the Nominating Party to pay you, (i) $100,000 within three (3) business
days of the date hereof and (ii) in the event that you are elected or appointed as a director of Whole Foods, $50,000 within three
(3) business days of such election or appointment, provided that to the extent that you do not own on the date of such election
or appointment shares of common stock of Whole Foods (“Shares”) with a market value (based on the closing price of the
Shares on the date of such election or appointment) equal to at least the estimated after-tax proceeds of $150,000 (assuming a
combined federal, state and city tax rate of 45%, rounded to the nearest whole dollar), you agree to purchase an amount of Shares
with a market value (based on the closing price of the Shares on the date of such election or appointment) equivalent to or greater
than such after-tax amount within five (5) business days of receipt of such payment (or such longer period as may be required to
comply with any legal or regulatory requirements or policies of the Board). You agree to hold any Shares purchased by you in accordance
with this paragraph (and any other Shares purchased by you which were taken into account in satisfying the share ownership obligation
set forth in the prior sentence) until at least the later of (A) the first date as of which you are no longer a director of Whole
Foods and (B) three (3) years from the date of such appointment or election (or if earlier, the date of the consummation of any
merger or sale of Whole Foods which has been approved if applicable by the Board and the holders of the requisite number of Shares).
JANA agrees on behalf
of the Nominating Party that, so long as you actually serve on the Slate, JANA will defend, indemnify and hold you harmless from
and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements
(including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that
you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or
proceeding, and any appeal thereof, (i) relating to your role as a nominee for director of Whole Foods on the Slate, or (ii) otherwise
arising from or in connection with or relating to the Proxy Solicitation. Your right of indemnification hereunder shall continue
after the Annual Meeting has taken place but only for events that occurred prior to the Annual Meeting and subsequent to the date
hereof. Anything to the contrary herein notwithstanding, JANA is not indemnifying you for any action taken by you or on your behalf
that occurs prior to the date hereof or subsequent to the conclusion of the Proxy Solicitation or such earlier time as you are
no longer a nominee on the Slate or for any actions taken by you as a director of Whole Foods, if you are elected. Nothing herein
shall be construed to provide you with indemnification (i) if you are found to have engaged in a violation of any provision of
state or federal law in connection with the Proxy Solicitation, unless you demonstrate that your action was taken in good faith
and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; (ii) if you acted
in a manner that constitutes gross negligence or willful misconduct;
