0001193125-14-107854 Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • March 20th, 2014 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware

This Severance Agreement (the “Agreement”), effective as of the date set forth below, is made and entered into by and between US Foods, Inc. (the “Employer”) and Mark Scharbo (the “Executive”).

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SYSCO CORPORATION STOCKHOLDERS AGREEMENT Dated as of December 8, 2013
Stockholders Agreement • March 20th, 2014 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware

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.

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 20th, 2014 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of October 1, 2013 (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”.

AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • March 20th, 2014 • Us Foods, Inc. • Wholesale-groceries & related products

The provisions of this Amendment will govern and control over any and all conflicting and/or inconsistent provisions of like or similar nature in that certain Severance Agreement (“Severance Agreement”) entered into between Executive and US Foods, Inc. (f/k/a U.S. Foodservice, Inc., and referred to herein as the “Employer”).

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