WFM Whole Foods Market, Inc.

Item 1.01     Entry into a Material Definitive Agreement .

        On June 15, 2017, Whole Foods Market, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Amazon.com, Inc., a Delaware corporation ("Amazon"), the Company, and Walnut Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of Amazon ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving company in the Merger.

        Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of common stock, no par value, of the Company ("Whole Foods Shares") issued and outstanding immediately prior to the effective time of the Merger (other than Whole Foods Shares owned by the Company, Merger Sub, Amazon, or any of their respective direct or indirect wholly-owned subsidiaries, in each case, not held on behalf of third parties and Whole Foods Shares owned by shareholders who have exercised their rights as dissenting owners under Texas law) will be converted into the right to receive $42.00 per Whole Foods Share in cash, without interest.

        The Merger Agreement contains customary representations and warranties of the Company and Amazon relating to their respective businesses and organizations, in each case generally subject to materiality qualifiers. Additionally, the Merger Agreement provides for customary pre-closing covenants of the Company, including covenants relating to conducting its business in the ordinary course consistent with past practice and refraining from taking certain actions without Amazon's consent, covenants not to solicit proposals relating to alternative transactions or, subject to certain exceptions, enter into discussions concerning or provide information in connection with alternative transactions and covenants requiring the Company's board of directors (the "Board"), subject to certain exceptions, to recommend that the Company's shareholders approve the Merger Agreement.

        Prior to the approval of the Merger Agreement by the Company's shareholders, the Board may withdraw, qualify, or modify its recommendation that the Company's shareholders approve the Merger Agreement or approve, recommend, or otherwise declare advisable any Superior Proposal (as defined in the Merger Agreement) subject to complying with notice and other specified conditions.

        Amazon and the Company have agreed to use their respective reasonable best efforts, subject to certain exceptions, to, among other things, consummate the transactions contemplated by the Merger Agreement as promptly as reasonably practicable and obtain any required regulatory approvals. Amazon is not required to take any action or to agree to any restriction or condition with respect to any asset, operation or business or the conduct of business of Amazon, the Company or their respective subsidiaries, other than divestitures of certain of the Company's assets. Amazon is not permitted to acquire control of any third party in North America in the grocery industry that operates physical retail grocery stores if that would materially impact the regulatory approval process.

        Consummation of the Merger is subject to various conditions, including, among others, customary conditions relating to the approval of the Merger Agreement by the requisite vote of the Company's shareholders, and expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and Competition Act (Canada) clearance. The obligation of each party to consummate the Merger is also conditioned on the other party's representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement. The transaction is not conditioned on Amazon's receipt of financing.

        The Merger Agreement also provides for certain mutual termination rights of the Company and Amazon, including the right of either party to terminate the Merger Agreement if the Merger is not consummated by February 15, 2018 (the "Outside Date"), provided that the Outside Date may be extended by either party one time for a period of 90 days under certain circumstances. Either party may also terminate the Merger Agreement if the Company's shareholder approval has not been obtained at a duly convened meeting of the Company's shareholders or an order permanently

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restraining, enjoining, or otherwise prohibiting consummation of the Merger becomes final and non-appealable. In addition, Amazon may terminate the Merger Agreement if the Board changes its recommendation in favor of the Merger prior to approval of the Merger by the Company's shareholders.

        The Company will be required to pay a fee of $400 million (the "Termination Fee") if, prior to the approval of the Merger by the Company's shareholders, the Merger Agreement is terminated by Amazon because the Board has changed its recommendation in favor of the Merger or by the Company to enter into an agreement for an alternative transaction. The Company will also be required to pay the Termination Fee if the Merger Agreement is terminated in certain other circumstances and the Company enters into a definitive agreement with respect to, or consummates, an alternative transaction that results in a change of control of at least 50% of the Company's assets or equity.

        The foregoing description of the Merger Agreement is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.

        Important Statement regarding the Merger Agreement.     The Merger Agreement has been included to provide investors with information regarding terms of the Merger. It is not intended to provide any other factual information about the Company, Amazon, or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations, qualifications or other particulars agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts or made for other purposes, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

        On June 14, 2017, the Company entered into a change of control letter agreement with Keith Manbeck, the Company's Executive Vice President and Chief Financial Officer, in accordance with his offer letter, dated May 2, 2017, with the Company (which was previously disclosed on the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 10, 2017). The change of control letter agreement provides that, if upon or following a change of control, Mr. Manbeck's employment is terminated by the Company without cause or Mr. Manbeck resigns with good reason, he will be entitled to receive the following, subject to his execution and non-revocation of a general release of claims in favor of the Company: (1) a lump sum cash payment equal to $2 million; (2) if such termination of employment occurs prior to the date on which the Company pays annual bonuses in respect of its 2017 fiscal year, an additional lump sum cash payment of $975,000; if such termination of employment occurs on or after the date on which the Company pays annual bonuses in respect of its 2017 fiscal year but prior to the date on which the Company pays annual bonuses in respect of its 2018 fiscal year, an additional lump sum cash payment of $650,000; and if such termination of employment occurs on or after the date on which the Company pays annual bonuses in respect of the 2018 fiscal year but prior to the date on which the Company pays annual bonuses in respect of the 2019 fiscal year, an additional lump sum cash payment of $325,000; (3) to the extent any portion of the restricted stock award or option award granted to Mr. Manbeck pursuant to his offer letter remains unvested as of such termination of employment, full accelerated vesting of such awards;

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and (4) to the extent any portion of the $400,000 cash compensation payable under his offer letter in respect of equity awards of a prior employer that he forfeited remains unpaid as of such termination of employment, a lump sum cash payment equal to such unpaid portion.

        The foregoing description of the change of control letter agreement with Mr. Manbeck does not purport to be complete and is qualified in its entirety by reference to the full text of the change of control letter agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.