0000950123-11-063441 Sample Contracts

THE CHEFS’ WAREHOUSE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Officers and Employees)
Non-Qualified Stock Option Agreement • July 1st, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this ____ day of _____________, 20__ (the “Grant Date”), by and between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and __________________ (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”).

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THE CHEFS’ WAREHOUSE, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees)
Restricted Share Award Agreement • July 1st, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line • Delaware

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ________, 20__ (the “Grant Date”), between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and ____________, (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”).

THE CHEFS’ WAREHOUSE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Directors)
Non-Qualified Stock Option Agreement • July 1st, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this ____ day of _____________, 20__ (the “Grant Date”), by and between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and __________________ (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”).

THE CHEFS’ WAREHOUSE, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • July 1st, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line • Delaware

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this ____ day of _____________, 20__ (the “Grant Date”), by and between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and __________________ (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”).

THE CHEFS’ WAREHOUSE, INC. RESTRICTED SHARE UNIT AWARD AGREEMENT (Directors)
Restricted Share Unit Award Agreement • July 1st, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line • Delaware

THIS RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of__________, 20__ (the “Grant Date”), between The Chefs’ Warehouse, Inc., a Delaware corporation (the “Company”), and ________, (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”).

THE CHEFS’ WAREHOUSE LEASING CO., LLC, as Sublessor and DAIRYLAND USA CORPORATION, as Sublessee SUBLEASE AGREEMENT Dated as of December 1, 2004 (Dairyland USA Corporation Project) Affecting the Land generally known by the street addresses 1300 Viele...
Sublease Agreement • July 1st, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line

THIS SUBLEASE AGREEMENT, made and entered into as of December 1, 2004 (this “Sublease Agreement”), is by and between THE CHEFS’ WAREHOUSE LEASING CO., LLC, a limited liability company duly organized and validly existing under the laws of the State of New York (the “Sublessor”), party of the first part, having its principal office at 1300 Viele Avenue, Bronx, New York 10474, and DAIRYLAND USA CORPORATION, a corporation duly organized and validly existing under the laws of the State of New York (the “Sublessee”), party of the second part, having its principal office at 1300 Viele Avenue, Bronx, New York 10474.

EMPLOYEE CONFIDENTIALITY, NON-SOLICIT NON-INTERFERENCE, NON-COMPETE AND SEVERANCE AGREEMENT
Compete and Severance Agreement • July 1st, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line • New York

AGREEMENT made this day of 4/16/2008 by and between The Chefs’ Warehouse Holdings, LLC/The Chefs’ Warehouse Holdings, LLC/Dairyland USA Corporation USA Corporation, (“Company”) and James Wagner, an employee of the Company (“Employee”).

CHEFS’ WAREHOUSE HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 19, 2011
Limited Liability Company Agreement • July 1st, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHEFS’ WAREHOUSE HOLDINGS, LLC (the “Company”) is made and entered into to be effective for all purposes as of May 19, 2011 (the “Effective Date”), by and among the Company and the members identified on Schedule A attached hereto.

THE CHEFS’ WAREHOUSE, INC. RESTRICTED SHARE AWARD AGREEMENT (Directors)
Restricted Share Award Agreement • July 1st, 2011 • Chefs' Warehouse Holdings, LLC • Wholesale-groceries, general line • Delaware

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of ______, 20__ (the “Grant Date”), between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and ____________ (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (the “Plan”).

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