December 8, 2013Letter Agreement • August 12th, 2014 • Us Foods, Inc. • Wholesale-groceries & related products
This letter agreement relates to that certain Agreement and Plan of Merger, dated as of December 8, 2013 by and among USF Holdings Corp., Sysco Corporation, Scorpion Corporation I, Inc. and Scorpion Company II, LLC (the “Merger Agreement”). All capitalized terms used in this letter agreement and not defined herein shall be as defined in the Merger Agreement. In consideration for the payments and other benefits you shall receive upon the Closing of the Mergers, you agree to waive your rights to $3,000,000 of any payments that would become due to you pursuant to the terms of Section 5.2 of the Severance Agreement dated as of September 12, 2010 (the “Severance Agreement”) between you and US Foods, Inc., f/k/a U.S. Foodservices Inc. (“US Foods”) upon the Closing in the event you terminate your employment for Good Reason or the Company terminates you without Cause.
