CONFIDENTIAL TREATMENT REQUESTED [***] – CONFIDENTIAL PORTIONS OF THIS AGREEMENT THAT HAVE BEEN REDACTED ARE MARKED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.Stockholders Agreement • February 4th, 2014 • Sysco Corp • Wholesale-groceries & related products
STOCKHOLDERS AGREEMENT, dated as of December 8, 2013 (this “Agreement”), among Sysco Corporation, a Delaware corporation (the “Company”), Clayton, Dubilier & Rice, LLC (“CD&R”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and each of the stockholders whose name appears on the signature pages hereto and any person who becomes a party pursuant to Section 2.1(b)(i) hereof.
STOCK OPTION AGREEMENTStock Option Agreement • February 4th, 2014 • Sysco Corp • Wholesale-groceries & related products
This Option shall terminate and expire on the tenth anniversary of the Grant Date and shall be subject to the Terms and Conditions of Stock Option attached hereto and incorporated in this Agreement by reference.
Sysco Protective Covenants Agreement (RSU Grant)Sysco Protective Covenants Agreement (Rsu Grant) • February 4th, 2014 • Sysco Corp • Wholesale-groceries & related products • Texas
WHEREAS, Company seeks to retain Employee in a position of special trust and confidence and award Employee certain Restricted Stock Units, and Employee wishes to accept such long term incentives; and the parties seek to protect Company’s Confidential Information (as defined below), inventions and discoveries, specialized training, and its customer relationships and other goodwill; the parties agree as follows:
364-DAY BRIDGE TERM LOAN AGREEMENT dated as of January 31, 2014 Among SYSCO CORPORATION, as Borrower THE LENDERS PARTY HERETO THE GUARANTORS PARTY HERETO GOLDMAN SACHS BANK USA, as Administrative Agent JPMORGAN CHASE BANK, N.A., TORONTO DOMINION (NEW...364-Day Bridge Term Loan Agreement • February 4th, 2014 • Sysco Corp • Wholesale-groceries & related products • Delaware
364-DAY BRIDGE TERM LOAN AGREEMENT (the “Agreement”), dated as of January 31, 2014, among SYSCO Corporation, a Delaware corporation, the Guarantors party hereto, the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent.
SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • February 4th, 2014 • Sysco Corp • Wholesale-groceries & related products • New York
This SECOND Amendment AND WAIVER to Credit Agreement (this “Amendment”), effective as of the 31st day of January, 2014, is entered into by and among SYSCO CORPORATION, a Delaware corporation (the “Company”), SYSCO INTERNATIONAL, ULC, a British Columbia unlimited liability company (the “Canadian Borrower” and, together with the Company, the “Borrowers”), the Guarantors party hereto (the “Guarantors”), the Lenders party hereto (the “Lenders”), JPMorgan Chase Bank, N.A., as U.S. Administrative Agent (the “U.S. Administrative Agent”) and as Issuing Bank (the “Issuing Bank”) and JPMorgan Chase Bank, N.A., TORONTO BRANCH, as Canadian Administrative Agent (the “Canadian Administrative Agent”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 4th, 2014 • Sysco Corp • Wholesale-groceries & related products
Sysco Corporation (the “Company” or “Sysco”) hereby grants to you (the “Grantee”) Restricted Stock Units representing the right to receive on a one-for-one basis, shares of Stock of the Company, pursuant to and subject to the provisions of the Sysco Corporation 2013 Long-Term Incentive Plan, as amended from time to time (the “Plan”), and to the Terms and Conditions of Award (the “Terms and Conditions”) set forth on Exhibit A to this Restricted Stock Unit Award Agreement (this “Agreement”) both of which are incorporated herein by this reference. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Plan.
