Zoe’s Kitchen, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
Introductory. Zoe’s Kitchen, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [·] shares of its common stock, par value $0.01 per share (the “Shares”). The [·] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [·] Shares, as provided in Section 2. The additional [·] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) and Piper Jaffray & Co. (“Piper Jaffray”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no addit
ZOE’S KITCHEN, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Texas
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 28, 2014 (the “Effective Date”), between Zoe’s Kitchen, Inc., a Delaware corporation (the “Company”), and Kevin Miles (the “Employee”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ZOE’S KITCHEN, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Zoe’s Kitchen, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Zoe’s Kitchen, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE ZOE’S KITCHEN, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Zoe’s Kitchen, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Zoe’s Kitchen, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE ZOE’S KITCHEN, INC. 2014 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Zoe’s Kitchen, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Zoe’s Kitchen, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE ZOE’S KITCHEN, INC. 2014 OMNIBUS INCENTIVE PLANStock Appreciation Rights Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Zoe’s Kitchen, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Zoe’s Kitchen, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [ ], 2014, by and between Zoe’s Kitchen, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and [ ], an individual (“Indemnitee”).
20,000,000 CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 23, 2011 by and among ZOE’S KITCHEN USA, LLC, as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL...Credit Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of September 23, 2011, by and among ZOE’S KITCHEN USA, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party,” General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender and such Lenders.
FOURTH AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTSCredit Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTS, dated as of November 26, 2013 (this “Amendment”) is by and among Zoe’s Kitchen USA, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party to the Credit Agreement described below as Credit Parties which are also party hereto, the various institutions party hereto as Lenders and General Electric Capital Corporation, a Delaware corporation, as Agent.
ZOE’S KITCHEN, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [ ], 2014, is made by and among Zoe’s Kitchen, Inc., a Delaware corporation (the “Company”), Brentwood Associates Private Equity IV, L.P., a Delaware limited partnership (“Brentwood”), Jem-ZK, LLC (“Jem-ZK”), Tyre Stuckey (“Stuckey”), John S. Fischer as trustee of the Cassimus Family Trust (“Cassimus Trust”), John M. Cassimus (“Cassimus”), Greg Dollarhyde (“Dollarhyde”), Dollarhyde Investment Group I, LLC (“DIG”), GE Capital Franchise Finance Corporation (“GE”), Jason Morgan (“Morgan”) and Kevin Miles (“Miles” and, collectively with Jem-ZK, Stuckey, Cassimus Trust, Cassimus, Dollarhyde, DIG, GE and Morgan, the “Restricted Stockholders”). Brentwood and the Restricted Stockholders are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” Except as otherwise provided herein, capitalized terms used herein are defined in Section 4(a) hereof.
MASTER REAFFIRMATION AGREEMENTGuaranty and Security Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This MASTER REAFFIRMATION AGREEMENT (this “Agreement”) is made as of this 23rd day of September, 2011, by and among ZOE’S KITCHEN USA, LLC, a Delaware limited liability company (“Borrower”), each of the other Credit Parties signatory hereto (together with Borrower, each an “Obligor” and collectively the “Obligors”) and GENERAL ELECTRIC CAPITAL CORPORATION, as agent (“Agent”) for the Lenders party to the Amended and Restated Credit Agreement described below and all other Secured Parties. All capitalized terms used but not elsewhere defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Credit Agreement.
