WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR U.S. WFLN AND DIRECTORS [Grant Date]

The Board of Directors of Whole Foods Market, Inc. (the “Company”), acting pursuant to the direction of the Compensation Committee (the “Committee”), in its capacity as the plan administrator of the Whole Foods Market 2009 Stock Incentive Plan (the “Plan”), hereby grants to the Participant (the “Option Holder”) a non-qualified stock option to purchase common stock, no par value (“Common Stock”), of the Company upon the terms and conditions of the Plan and the following additional terms and conditions:

I.    NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTION

Notwithstanding the foregoing vesting schedule, in the event the Option Holder’s employment or service with the Company is terminated for any reason other than for death, disability or Cause, and the Company and the Option Holder have entered or do enter into a separation agreement the terms of which provide for immediate or accelerated vesting of this Option, then notwithstanding such termination of employment or service and notwithstanding the terms of any such separation agreement, this Option shall not become immediately vested or have accelerated vesting but instead shall continue to vest on the dates and in the amounts set forth above only so long as the Option Holder complies with the terms of such separation agreement (including any restrictive covenants therein). If the Option Holder does not comply with the terms of such separation agreement (including any restrictive covenants therein), the Option shall cease to vest on the first date on which the Committee makes a determination of such noncompliance.

II.    AGREEMENT

must state the number of shares that the Option Holder will purchase and must be accompanied by full payment of the Option Exercise Price and applicable tax withholding. In the discretion of the Committee, payment of the Option Exercise Price and applicable tax withholding shall be made in the form of a “net exercise” (pursuant to which the Company, or its authorized delegate, withholds from the shares that would otherwise be issued upon exercise of the Option that number of shares with a Fair Market Value equal to the Option Exercise Price and necessary to satisfy applicable tax withholding), cash, a “sell-to-cover” or “cashless exercise” transaction through a broker-dealer (subject to the conditions set forth in the Plan), wire transfer, certified check, or bank draft, or any other method that is not inconsistent with the Plan, and additionally, the Committee may permit payment of the Option Exercise Price (but not the applicable tax withholding) to be made through the delivery of unrestricted shares having a Fair Market Value equal to the Option Exercise Price and owned by the Option Holder for a period of at least 6 months (or such shorter or longer period of time as is necessary for the Company to avoid a charge to earnings on its financial statements). For purposes of this paragraph 7, the “Fair Market Value” of the shares of the Company’s Common Stock shall be the sales price for such shares on the NASDAQ National Market at the time of sale on the date of exercise. Except to the extent otherwise authorized by the Committee, a stock certificate representing the shares purchased upon exercise of the Option will not be issued, and the Option Holder will not have the rights of a shareholder with respect to such shares until the Company receives full payment of the Option Exercise Price and applicable tax withholding.

The Option Holder does hereby agree to the terms of this Agreement by signing in the space indicated below or by electronically accepting the terms hereof in the manner prescribed by the Committee, as applicable.

Dated as of [Grant Date].