Exhibit 10.5
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS ADDENDUM TO EMPLOYMENT AGREEMENT ("Addendum") is made as of the 23rd
day of December, 1999, by and between U.S. FOODSERVICE, a Delaware corporation
(the "Company"), and XXXXX X. XXXXXX (the "Executive").
WHEREAS, the Company and the Executive entered into that certain Employment
Agreement dated as of January 4, 1996 (the "Employment Agreement"); and
WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Committee") has determined that the Executive shall be entitled to
receive certain post-retirement medical insurance and life insurance benefits;
and
WHEREAS, the parties desire to enter into this Addendum to reflect the
Company's agreement to provide such benefits to the Executive.
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Post-retirement Medical Insurance and Life Insurance Benefits.
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Provided the Executive continues in his present position with the Company
through the minimum retirement age of 55, upon the termination of employment at
any time thereafter for any reason other than a termination for Cause (as
defined in the U.S. Foodservice Supplemental Executive Retirement Plan (the
"SERP")), or upon his termination prior to attaining such age upon (i) his death
or Disability (as defined in the SERP), or with Good Reason (as defined in the
SERP), or (ii) upon his termination for any reason after the Effective Date (as
defined in Section 1(a) of the Agreement), the Executive will be entitled to
post-retirement medical insurance and life insurance benefits for himself, his
spouse and his dependents. Such benefits shall be as follows:
The Executive, his spouse and his dependents shall receive medical
coverage, without cost, under whatever the Company's health insurance plans
are in effect from time to time, maintaining the same type and level of
coverage as was in place prior to retirement. Such coverage shall be
provided to the Executive and the Executive's spouse until each of their
respective deaths, and to the Executive's dependents until such time as
such dependents attain the age of 21 (or such later date as such dependents
cease to qualify as dependents under the terms of the applicable policy).
The Executive shall receive continued life insurance coverage, without
charge, until age 65, in the same amount of coverage as in effect prior to
retirement, up to a maximum death benefit equal to two times his total
annual compensation (i.e.,
the sum of his base salary and target bonus) as in effect prior to the
termination of his employment.
The provisions of this Section 1 shall survive the termination of the Agreement,
provided the Executive meets the qualification provisions set forth in the first
sentence of this section 1.
2. Effect on Agreement. Except as explicitly modified by the terms of
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this Addendum, the Agreement shall remain in full force and effect in accordance
with its terms.
IN WITNESS WHEREOF, the parties have set their hands and seals as of the
date first set forth above.
U.S. FOODSERVICE
By: /s/ Xxxxx X. Xxxxxxxx
------------------------(SEAL)
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
EXECUTIVE
/s/ Xxxxx X. Xxxxxx (SEAL)
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Xxxxx X. Xxxxxx
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