FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • May 31st, 2013 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of , 20 (the “Effective Date”) among USF Holding Corp., a Delaware corporation (the “Company”) and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • May 31st, 2013 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between USF Holding Corp., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to, among other things, shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), that may be held by you. The undersigned, Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor L.P. and CDR USF Co-Investor No. 2, L.P. (collectively, the “CD&R Investors”) and KKR 2006 Fund L.P., KKR PEI Investments, L.P., KKR Partners III, L.P. and OPERF Co-Investment LLC (collectively, the “KKR Investors” and together with the CD&R Investors, each an “Investor” and together the “Investors”), hereby agrees with you as follows, effective as of the Effective Date (as defined in the Stockholder’s Agreement):
FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 31st, 2013 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
THIS AGREEMENT (the “Agreement”) is made effective as of , 20 (the “Grant Date”), between USF Holding Corp., a Delaware corporation (hereinafter called the “Company”), and [ ], an employee of the Company or other Service Recipient, hereinafter referred to as the “Grantee.” Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan or the Management Stockholder’s Agreement (each as defined below).
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • May 31st, 2013 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
THIS AGREEMENT, dated as of [ ], 20[ ] (the “Grant Date”) is made by and between USF Holding Corp., a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or other Service Recipient, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2007 Stock Incentive Plan for Key Employees of USF Holding Corp. and its Affiliates, as amended from time to time (the “Plan”).
FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 31st, 2013 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of [ ], 20[ ] (the “Grant Date”), between USF Holding, Corp., a Delaware corporation (hereinafter called the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or of a Service Recipient, hereinafter referred to as the “Grantee”.
