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EXHIBIT 99.9
EMPLOYMENT AGREEMENT AMENDMENT AND ACKNOWLEDGEMENT
THIS EMPLOYMENT AGREEMENT AMENDMENT AND ACKNOWLEDGEMENT (also
referred to herein as "Agreement") is made and entered into as of this 22nd day
of January 2001 by and between Xxxx X. Xxxxxxxx ("Employee") and GUEST SUPPLY,
INC., ("Employer").
WITNESSETH
WHEREAS Employee and Employer executed and delivered an
Employment Agreement dated August 6, 1997 (hereinafter referred to as the
"Employment Agreement"); and
WHEREAS Employer, Sysco Corporation, a Delaware corporation
("Sysco"), and Sysco Food Services of New Jersey, Inc., a Delaware corporation,
have executed and delivered that certain Merger Agreement and Plan of
Reorganization under 368(a) of the Internal Revenue Code of 1986, as amended
("Merger Agreement"), dated as of the date hereof; and
WHEREAS, Employee and Employer desire to enter into this
Agreement to amend the Employment Agreement; and
WHEREAS, to induce Sysco to execute and deliver the Merger
Agreement which the Employee acknowledges will impart a substantial benefit to
the Employee, the Employee agrees to execute this Agreement.
NOW THEREFORE, in consideration of the premises, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed as follows:
1. Recitals. The recitals set forth above are incorporated herein
as true and accurate.
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2. Amendment of Employment Agreement.
Subject to and effective as of the date of the earlier of the
consummation of (i) the Offer (as defined in the Merger Agreement) or (ii) the
Merger (as defined in the Merger Agreement) (such date referred to herein as the
"Effective Date"), the Employment Agreement is hereby amended to specifically
exclude from the definition of "Change in Control" (as defined in the Employment
Agreement), the consummation of the Offer and the Merger. From and after the
Effective Date, Employee and Employer acknowledge and agree that other than the
amendment described in Section 2 of this Agreement, the other terms and
conditions of the Employment Agreement shall remain unchanged and unmodified and
in full force and effect.
3. No Participation in Sysco's MIP.
Employee acknowledges that she is not entitled to participate
in the Sysco Management Incentive Plan.
4. Representation of Compliance with Employment Agreement.
Effective as of the Effective Date, Employee hereby represents
and warrants to Sysco that from August 6, 1997, through and including the
Effective Date, she has not breached or violated any material term or condition
of the Employment Agreement, including but not limited to, the covenants
contained in Sections 7, 8, 9 and 10.
5. Headings and Captions.
The headings and captions used in the Agreement are for
convenience of reference only, and shall in no way define, limit, expand, or
otherwise affect the meaning or construction of any provision of this Agreement.
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6. Counterparts.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument, with the same effect as if the
signatures thereto were in the same instrument.
7. Entire Agreement.
This Agreement and the Employment Agreement constitutes the
entire agreement and supersedes any and all other prior agreements and
undertakings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof.
8. Termination.
Upon a termination of the Merger Agreement, this Agreement
shall automatically terminate and have no force and effect.
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WITNESS: EMPLOYEE:
Xxxxxx X. Xxxxxx
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Witness' Printed Name Xxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxxxx
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Witness' Signature Employee's Signature
Date: January 22, 2001 Date: January 22, 2001
EMPLOYER:
GUEST SUPPLY, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
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Title: President and CEO
Date: January 22, 2001
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