CREDIT AGREEMENT dated as of March 25, 2022 amongCredit Agreement • March 25th, 2022 • Sprouts Farmers Market, Inc. • Retail-grocery stores • New York
CREDIT AGREEMENT (this “Agreement”) dated as of March 25, 2022 among SPROUTS FARMERS MARKET, INC. (f/k/a Sprouts Farmers Markets, LLC), a Delaware corporation (“Holdings”), SPROUTS FARMERS MARKETS HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Issuing Bank and Swingline Lender.
Underwriting AgreementUnderwriting Agreement • February 27th, 2015 • Sprouts Farmers Market, Inc. • Retail-grocery stores • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Sprouts Farmers Market, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to you and each of the other Underwriters, if any, named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [—] shares of common stock, par value $0.001 per share (“Stock”) of the Company (the “[Firm] Shares”) [and, at the election of the Underwriters, up to [—] additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”]. If no other Underwriters are listed on Schedule I hereto, all references to the Representative and the Underwriters shall refer only to [Underwriter Name].
Form of Firm Commitment Underwriting AgreementSprouts Farmers Market, Inc. • March 4th, 2015 • Retail-grocery stores • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Sprouts Farmers Market, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to you and each of the other Underwriters, if any, named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [—] shares of common stock, par value $0.001 per share (“Stock”) of the Company (the “[Firm] Shares”) [and, at the election of the Underwriters, up to [—] additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”]. If no other Underwriters are listed on Schedule I hereto, all references to the Representative and the Underwriters shall refer only to [Underwriter Name].
CREDIT AGREEMENT Dated as of April 23, 2013 Among SPROUTS FARMERS MARKETS, LLC, as Holdings, SPROUTS FARMERS MARKETS HOLDINGS, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as...Credit Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC • New York
CREDIT AGREEMENT dated as of April 23, 2013 (this “Agreement”), among SPROUTS FARMERS MARKETS, LLC, a Delaware limited liability company (“Holdings”), SPROUTS FARMERS MARKETS HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), the Lenders party hereto from time to time, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent for the Lenders, and the other parties party hereto.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC • Delaware
THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this [ ] day of [ ] 2013, by and between Sprouts Farmer’s Market, Inc., a Delaware corporation (the “Company”), and the indemnitee named on the signature page hereto (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC • Arizona
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of April 18, 2011 (the “Effective Date”), by and between Sprouts Farmers Markets, LLC, a Delaware limited liability company (the “Company”), and Doug Sanders (the “Executive”).
Performance Share award AgreementSprouts Farmers Market, Inc. • May 6th, 2021 • Retail-grocery stores • Delaware
Sprouts Farmers Market, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of performance shares (“Performance Shares”) to the individual named below. The terms and conditions of the Performance Shares are set forth in this cover sheet (“Cover Sheet”), in the attached Performance Share Award Agreement (the “Agreement”) and in the Sprouts Farmers Market, Inc. 2013 Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
DISTRIBUTION AGREEMENTDistribution Agreement • April 1st, 2019 • Sprouts Farmers Market, Inc. • Retail-grocery stores • Delaware
This [***] sets forth the policy addressing Products that are damaged at the time of delivery, short-shipped Products and mis-picked Products (“Non-Conforming Products”). [***]
DELI, CHEESE, AND BAKERY DISTRIBUTION AGREEMENTCheese, and Bakery Distribution Agreement • August 4th, 2016 • Sprouts Farmers Market, Inc. • Retail-grocery stores • Arizona
This Deli, Cheese, and Bakery Distribution Agreement (“Agreement”), is made effective as of February 12th, 2016 (the “Effective Date”), by and between SFM, LLC dba Sprouts Farmers Market (“SFM”), a Delaware limited liability company, and KeHE Distributors, LLC (“KeHE”), a Delaware limited liability company.
Performance Share award AgreementSprouts Farmers Market, Inc. • August 1st, 2019 • Retail-grocery stores • Delaware
Sprouts Farmers Market, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of performance shares (“Performance Shares”) to the individual named below. The terms and conditions of the Performance Shares are set forth in this cover sheet (“Cover Sheet”), in the attached Performance Share Award Agreement (the “Agreement”) and in the Sprouts Farmers Market, Inc. 2013 Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC
This FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”), dated as of May 8, 2012 is entered into by and among Sprouts Farmers Markets, LLC, a Delaware limited liability company (“Parent”), Sprouts Farmers Markets Holdings, LLC, a Delaware limited liability company (the “Buyer”), Sunflower Fanners Markets, Inc., a Delaware corporation (the “Company”), Centennial Interim Merger Sub, Inc., a Delaware corporation (the “Interim Merger Sub”), Centennial Post-Closing Merger Sub, LLC, a Delaware limited liability company (the “Post-Closing Merger Sub”), and solely in its capacity as “Representative”, KMCP Grocery Investors, LLC (“KMCP”) (each, a “Party”, and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement (as defined below).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores
This Amendment No. 1 (this “Amendment”), dated as of April 18, 2013, is made by and between Sprouts Farmers Markets, LLC, a Delaware limited liability company (the “Company”), and Amin N. Maredia (the “Executive”).
SPROUTS FARMERS MARKET, INC. RSU Agreement Cover SheetRsu Agreement • March 2nd, 2023 • Sprouts Farmers Market, Inc. • Retail-grocery stores
Sprouts Farmers Market, Inc., a company organized under the laws of the State of Delaware (“Company”), hereby grants an award of restricted stock units (“RSUs”) to the individual named below. The terms and conditions of the RSUs are set forth in this cover sheet (“Cover Sheet”), in the attached RSU Agreement (the “Agreement”) and in the Sprouts Farmers Market, Inc. 2022 Omnibus Incentive Compensation Plan (as may be amended from time to time, the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
AIRCRAFT PURCHASE AGREEMENTAircraft Purchase Agreement • November 5th, 2015 • Sprouts Farmers Market, Inc. • Retail-grocery stores
This AIRCRAFT PURCHASE AGREEMENT (this “Agreement”) is entered into and effective on the 3rd day of November 2015, by and between SPROUTS FARMERS MARKETS HOLDINGS, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Purchaser”), and CJ LEASING SERVICES LLC, a limited liability company organized and existing under the laws of California (“Seller”).
SPROUTS FARMERS MARKET, INC. Performance Share award Agreement Cover SheetShare Award Agreement • May 4th, 2022 • Sprouts Farmers Market, Inc. • Retail-grocery stores • Delaware
Sprouts Farmers Market, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of performance shares (“Performance Shares”) to the individual named below. The terms and conditions of the Performance Shares are set forth in this cover sheet (“Cover Sheet”), in the attached Performance Share Award Agreement (the “Agreement”) and in the Sprouts Farmers Market, Inc. 2013 Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
STOCKHOLDERS AGREEMENTStockholders Agreement • July 29th, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores • Delaware
This Stockholders Agreement (this “Agreement”) is made and entered into as of July 29, 2013, by and among Sprouts Farmers Market, Inc. (formerly Sprouts Farmers Markets, LLC), a Delaware corporation (the “Company”), AP Sprouts Holdings, LLC, a Delaware limited liability company (“AP Sprouts Holdings”), AP Sprouts Incentive, LLC, a Delaware limited liability company (“AP Sprouts Incentive”), AP Sprouts Holdings (Overseas), L.P., a Delaware limited partnership (“AP Sprouts Overseas”), AP Sprouts Coinvest, LLC, a Delaware limited liability company (“AP Sprouts Coinvest”), AP Sprouts Management, LLC, a Delaware limited liability company (“AP Sprouts Management”, and, together with AP Sprouts Holdings, AP Sprouts Incentive, AP Sprouts Overseas and AP Sprouts Coinvest, “Apollo” and, each individually, an “Apollo Holder”), and the other stockholders of the Company whose names appear on Schedule I hereto (collectively, the “Historic Holders” and, together with Apollo, the “Stockholders”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC
This Amendment No. 1 (this “Amendment”), dated as of November 15, 2012, is made by and between Sprouts Farmers Markets, LLC, a Delaware limited liability company (the “Company”), and Brandon Lombardi (the “Executive”).
SPROUTS FARMERS MARKET, INC. STOCK OPTION AGREEMENT Cover SheetStock Option Agreement • August 7th, 2014 • Sprouts Farmers Market, Inc. • Retail-grocery stores • Delaware
Sprouts Farmers Market, Inc., a company organized under the laws of the State of Delaware (“Company”), hereby grants an option to acquire its Shares (the “Option”) to the individual named below. The terms and conditions of the Option are set forth in this cover sheet (the “Cover Sheet”), in the attached Stock Option Agreement (the “Agreement”) and in the Sprouts Farmers Market, Inc. 2013 Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the attached Stock Option Agreement will have the meanings ascribed to such terms in the Plan.
SPROUTS FARMERS MARKET, INC. RSU Agreement Cover SheetAgreement • September 22nd, 2021 • Sprouts Farmers Market, Inc. • Retail-grocery stores • Delaware
Sprouts Farmers Market, Inc., a company organized under the laws of the State of Delaware (“Company”), hereby grants an award of restricted stock units (“RSUs”) to the individual named below. The terms and conditions of the RSUs are set forth in this cover sheet (“Cover Sheet”), in the attached RSU Agreement (the “Agreement”) and in the Sprouts Farmers Market, Inc. 2013 Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
September 19, 2021 Dear Chip,Sprouts Farmers Market, Inc. • September 22nd, 2021 • Retail-grocery stores
This letter agreement is to confirm the severance benefits to be provided to you pursuant to the offer letter between you and the Company dated August 31, 2021 in the event that your employment with Sprouts Farmers Market, Inc. (the “Company”) terminates and constitutes the entire agreement and understanding between you and the Company with respect to the subject matter hereof. You will be treated as an “Eligible Executive” under the Company’s Amended and Restated Executive Severance and Change in Control Plan, effective February 25, 2020 as in effect on the date hereof (without giving effect to any subsequent amendment or termination, the “Severance Plan”), except that in the event that you experience an Involuntary Termination or a Change in Control Termination, you shall be entitled to receive (i) two years of Base Salary and (ii) an aggregate amount equal to two times your target annual bonus, in each case, payable over two years in accordance with the Company’s customary payroll p
Form of Underwriting Agreement] Sprouts Farmers Market, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • July 3rd, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores • New York
Sprouts Farmers Market, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares of common stock, par value $0.001 per share (“Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [•] shares of Stock. The aggregate of [•] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares,” and the aggregate of [•] additional shares to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2
Stock Option AgreementStock Option Agreement • May 25th, 2016 • Sprouts Farmers Market, Inc. • Retail-grocery stores • Delaware
Sprouts Farmers Market, Inc., a company organized under the laws of the State of Delaware (“Company”), hereby grants an option to acquire its Shares (the “Option”) to the individual named below. The terms and conditions of the Option are set forth in this cover sheet (the “Cover Sheet”), in the attached Stock Option Agreement (the “Agreement”) and in the Sprouts Farmers Market, Inc. 2013 Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the attached Stock Option Agreement will have the meanings ascribed to such terms in the Plan.
DISTRIBUTION AGREEMENTDistribution Agreement • June 17th, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores • California
This Agreement for Distribution of Products (Agreement) is effective April 14th, 2010 between SFM, an Arizona corporation, and NB, a California corporation.
SPROUTS FARMERS MARKET, INC. Performance Share award Agreement Cover SheetPerformance Share Award Agreement • May 1st, 2023 • Sprouts Farmers Market, Inc. • Retail-grocery stores
Sprouts Farmers Market, Inc., a company organized under the laws of the State of Delaware (“Company”), hereby grants an award of performance shares (“Performance Shares”) to the individual named below. The terms and conditions of the Performance Shares are set forth in this cover sheet (“Cover Sheet”), in the attached Performance Share Award Agreement (the “Agreement”) and in the Sprouts Farmers Market, Inc. 2022 Omnibus Incentive Compensation Plan (as may be amended from time to time, the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2013 • Sprouts Farmers Markets, LLC
This Amendment No. 1 (this “Amendment”), dated as of August _23_, 2012, is made by and between Sprouts Farmers Markets, LLC, a Delaware limited liability company (the “Company”), and Doug Sanders (the “Executive”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2015 • Sprouts Farmers Market, Inc. • Retail-grocery stores
This Amendment No. 2 (this “Amendment”), dated as of August 6, 2015, is made by and between Sprouts Farmers Market, Inc., a Delaware corporation (the “Company”), and James Nielsen (the “Executive”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2014 • Sprouts Farmers Market, Inc. • Retail-grocery stores
This Amendment No. 1 (this “Amendment”), dated as of March 12, 2014, is made by and between Sprouts Farmers Market, Inc., a Delaware corporation (the “Company”), and James Nielsen (the “Executive”).
RESTRICTED Share award AgreementSprouts Farmers Market, Inc. • May 25th, 2016 • Retail-grocery stores • Delaware
Sprouts Farmers Market, Inc., a company incorporated under the laws of the State of Delaware (“Company”), hereby grants an award of restricted shares (“Restricted Shares”) to the individual named below. The terms and conditions of the Restricted Shares are set forth in this cover sheet (“Cover Sheet”), in the attached Restricted Share Award Agreement (the “Agreement”) and in the Sprouts Farmers Market, Inc. 2013 Incentive Plan (the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
SECOND AMENDMENT TO DISTRIBUTION AGREEMENT February 17, 2012Distribution Agreement • July 3rd, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Sprouts Farmer’s Markets (SFM) and Nature’s Best (NB) agree to the following amendments to their Distribution Agreement dated April 14, 2010, as previously amended as of May 31, 2011 (“Distribution Agreement”):
ContractDistribution Agreement • July 3rd, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores
A request for confidential treatment has been made with respect to portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2015 • Sprouts Farmers Market, Inc. • Retail-grocery stores
This Amendment No. 2 (this “Amendment”), dated as of April 29, 2015, is made by and between Sprouts Farmers Markets, Inc., a Delaware corporation (the “Company”), and Amin N. Maredia (the “Executive”).
THIRD AMENDMENT TO DISTRIBUTION AGREEMENT July 6, 2012Distribution Agreement • July 3rd, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Sprouts Farmer’s Markets (“SFM”) and Nature’s Best (“NB”) agree to the following amendments to their Distribution Agreement dated April 14, 2010, as previously amended as of May 31, 2011 and February 17, 2012 (“Distribution Agreement”):
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2015 • Sprouts Farmers Market, Inc. • Retail-grocery stores
This Amendment No. 2 (this “Amendment”), dated as of April 29, 2015, is made by and between Sprouts Farmers Markets, Inc., a Delaware corporation (the “Company”), and Doug Sanders (the “Executive”).
THIRD AMENDMENT TO DISTRIBUTION AGREEMENT July 6, 2012Distribution Agreement • June 17th, 2013 • Sprouts Farmers Markets, LLC • Retail-grocery stores
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Sprouts Farmer’s Markets (“SFM”) and Nature’s Best (“NB”) agree to the following amendments to their Distribution Agreement dated April 14, 2010, as previously amended as of May 31, 2011 and February 17, 2012 (“Distribution Agreement”):
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2015 • Sprouts Farmers Market, Inc. • Retail-grocery stores • Arizona
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 6, 2015 by and between Sprouts Farmers Market, Inc., a Delaware corporation (the “Company”), and Amin N. Maredia (the “Executive”).
