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EXHIBIT 99.11
AMENDMENT NO. 2 TO GENERAL COUNSEL AGREEMENT
THIS AMENDMENT NO. 2 TO GENERAL COUNSEL AGREEMENT (this "Amendment") is
made this 22nd day of January, 2001 by and between XXXXXX X. XXXXXX ("TMH") and
GUEST SUPPLY, INC. (the "Company").
WITNESSETH
WHEREAS, TMH and the Company executed that certain General Counsel
Agreement, dated August 6, 1997, as amended by Amendment No. 1 thereto dated
January __, 2000 (collectively, the "Agreement"); and
WHEREAS, the Company, Sysco Corporation, a Delaware corporation
("Sysco"), and Sysco Food Services of New Jersey, Inc., a Delaware corporation,
are entering into that certain Merger Agreement and Plan of Reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended, dated the date
hereof ("Merger Agreement"); and
WHEREAS, to induce Sysco to enter into the Merger Agreement, which TMH
and the Company acknowledge will impart a substantial benefit to TMH and the
Company, TMH and the Company agree to execute this Amendment.
NOW THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto do hereby agree as follows:
1. Amendments. The Agreement is hereby amended as follows:
(a) In Section I.B. of the Agreement, "July 31, 2000" is
deleted and "July 31, 2004" is inserted in lieu thereof.
(b) The following sections of the Agreement are deleted in
their entirety:
(i) Section 1.3; and
(ii) Section IV (which includes subparts A through D).
(c) The following is hereby deleted from Section VII of this
Agreement: "or the termination payment under Section 4 of this Agreement."
(d) The following is inserted as a new Section IV:
"The Company shall have the right to terminate TMH's
services as General Counsel under this Agreement prior to the expiration date of
this Agreement by reason of: (i) the death or permanent disability of TMH or
(ii) "Due Cause". For purposes hereof, "Due Cause" shall mean (i) gross neglect
or gross misconduct in
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TMH's discharge of his duties and responsibilities under this Agreement, or (ii)
TMH's commission of (x) a felony, or (y) any crime or offense involving moral
turpitude. In the event that the Company terminates TMH's services hereunder for
any reason other than death, permanent disability or Due Cause prior to July 31,
2004, TMH shall be entitled to continue to receive a fee of $7,500.00 per month
through July 31, 2004."
2. Services for Sysco. It is hereby agreed that services performed by
TMH for Sysco or any of its affiliates after the Control Date (as defined in the
Merger Agreement), shall be considered legal services performed for the Company
wherever such services are contemplated in the Agreement.
3. Effective Date. This Amendment shall be subject to, and effective as
of the earlier of the consummation of (x) the "Merger", or (y) the "Offer" (as
such terms are defined in the Merger Agreement).
4. Miscellaneous. Except as provided in this Amendment, the Agreement
shall remain unchanged and unmodified and remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment on the
date first written above.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
GUEST SUPPLY, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx, President
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