13D Filing: JANA Partners and Whole Foods Market Inc (NASDAQ:WFM)

EXHIBIT C

Form of Consulting
Agreement

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”),
dated as of March __, 2017, is by and between JANA Partners LLC (“JANA”) and [CONSULTANT] (the “Consultant”)
(each a “Party” and collectively, the “Parties”).

WHEREAS, JANA desires to retain the services
of the Consultant to provide analysis of Whole Foods Market, Inc. (the “Company”) and related services (the “Services”)
in accordance with the following terms and conditions, and the Consultant desires to be retained by JANA to provide such Services.

NOW THEREFORE, in consideration of the
covenants and conditions set forth herein, the Parties, intending to be legally bound, hereby agree as follows:

Term. Effective as of the date
hereof, JANA shall engage the Consultant to provide the Services for a term beginning on the date hereof and ending upon the earlier
of (a) one (1) year and (b) notice of termination of the Services from JANA to the Consultant.

Fees and Expenses. JANA shall
pay the Consultant a one-time fee for the Services of $90,000 (the “Consulting Fee”) within ten (10) business days of
the date hereof, provided that, should the Consultant agree with JANA or any of its affiliates to serve as a nominee for election
or appointment to the board of directors of the Company, the Consulting Fee shall be credited against any compensation provided
pursuant to such agreement. The Consultant will be responsible for all business expenses associated with the Services, provided
however that JANA will reimburse the Consultant for pre-approved travel expenses.

Communications. All public statements,
regulatory filings or communications, contacts with Company directors and management and related activity with respect to the Company
will be made and conducted by JANA with the assistance of the Consultant as requested by JANA.

Form 1099. JANA shall issue an
Internal Revenue Service Form 1099 to the Consultant to account for the Consulting Fee.

Independent Contractor. The Consultant
and her agents and representatives (collectively, the “Consultant Group”) are and shall be deemed for all purposes to
be independent contractors. This Agreement is not an employment contract. Consequently, the Consulting Fee shall not be deemed
to be wages, and therefore, shall not be subject to any withholdings or deductions. The Consultant shall be responsible for all
tax payments, estimated tax payments or other tax liabilities. Nothing contained herein shall be construed to create a relationship
of employer and employee between JANA and any of the Consultant Group. The Consultant shall have the sole discretion to determine
the manner and means by which she shall perform the Services, the hours of work, and when and where such Services are to be performed.
As an independent contractor, none of the Consultant Group is entitled to any employee benefits provided to JANA’s employees, such
as health insurance, pension benefits, workers’ compensation, unemployment insurance, or any similar benefit.

Services Non-Exclusive. The Services
to be provided by the Consultant hereunder are not and shall not be deemed to be exclusive to JANA, and the Consultant shall be
free to render similar services to others and to engage in all such activities as the Consultant deems appropriate, provided
that the Consultant’s performance hereunder is not impaired by such other activities.