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or (iii) if you provided false or misleading
information, or omitted material information, in the JANA Questionnaire (as defined below) or otherwise in connection with the
Proxy Solicitation. You shall promptly notify JANA in writing in the event of any third-party claims actually made against you
or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims; provided, however,
that any failure by you to notify JANA of any claim shall not relieve JANA of any liability which JANA may have to you except only
to the extent that any such delay in giving of failure to give notice as required materially prejudices the defense of such claim.
In addition, upon your delivery of notice with respect to any such claim, JANA shall promptly assume control of the defense of
such claim with counsel chosen by JANA and shall advise you of the progress thereof and all significant actions proposed. JANA
shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent.
However, JANA may not enter into any settlement of any such claim without your consent unless such settlement includes (i) no admission
of liability or guilt by you, and (ii) an unconditional release of you from any and all liability or obligation in respect of such
claim. If you are required to enforce the obligations of JANA in this agreement in a court of competent jurisdiction, or to recover
damages for breach of this agreement, JANA will pay on your behalf, in advance, any and all expenses (including, without limitation,
reasonable attorneys’ fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, regardless
of whether you are ultimately determined to be entitled to such indemnification or advancement of expenses.
You understand that
it may be difficult, if not impossible, to replace a nominee who, such as yourself, has agreed to serve on the Slate and, if elected,
as a director of Whole Foods if such nominee later changes his mind and determines not to serve on the Slate or, if elected, as
a director of Whole Foods. Accordingly, JANA is relying upon your agreement to serve on the Slate and, if elected, as a director
of Whole Foods. In that regard, you may be supplied with a questionnaire (the “JANA Questionnaire“) in which you
will provide JANA with information necessary for the Nominating Party to make appropriate disclosure to Whole Foods and to use
in creating the proxy solicitation materials to be sent to stockholders of Whole Foods and filed with the Securities and Exchange
Commission in connection with the Proxy Solicitation. In the event that the Nominating Party files with the Securities and Exchange
Commission any proxy solicitation materials, the Nominating Party agrees to provide you with an opportunity to comment on those
sections of the proxy solicitation materials that relate to any personal information concerning you contained in such materials.
You agree that (i)
upon request you will promptly complete, sign and return the JANA Questionnaire, (ii) your responses in the JANA Questionnaire
will be true, complete and correct in all respects, and (iii) you will provide any additional information as may be reasonably
requested by JANA. In addition, you agree that upon our request you will execute and return a separate instrument confirming that
you consent to being nominated for election as a director of Whole Foods and, if elected, consent to serving as a director of Whole
Foods. Upon being notified that you have been chosen, we and the Nominating Party may forward your consent and completed JANA Questionnaire
(or summary thereof), to Whole Foods, and we and the Nominating Party may at any time, in our and their discretion, disclose the
information contained therein, as well as the existence and contents of this agreement. Furthermore, you understand that we may
elect, at our expense, to conduct a background and reference check on you and you agree to complete and execute any necessary authorization
forms or other documents required in connection therewith.
You further
agree that (i) you will treat confidentially all information relating to the Proxy Solicitation which is non-public, confidential
or proprietary in nature; (ii) you will not issue, publish or otherwise make any public statement or any other form of communication
relating to Whole Foods or the Proxy Solicitation without the prior approval of JANA; and (iii) you will not agree to serve, or
agree to be nominated to stand for election by Whole Foods or any other stockholder of Whole Foods (other than JANA), as a director
of Whole Foods without the prior approval of JANA.
