RESTRICTED SHARE AWARD AGREEMENT Transaction Bonus Award GrantRestricted Share Award Agreement • April 9th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • Delaware
THIS TRANSACTION AWARD AGREEMENT (this “Agreement”) is made and entered into as of the [__] day of [_______], 2015 (the “Grant Date”), between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and [NAME] (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”).
LTIP AWARD AGREEMENT (Officers and Employees)Ltip Award Agreement • April 9th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • Delaware
THIS LTIP AWARD AGREEMENT (this “Agreement”) is made and entered into as of the [__] day of [_______], 2015 (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”).
AMENDMENT NO. 5 Dated as of April 6, 2015 to AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 9th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS AMENDMENT NO. 5 (this “Amendment”) is made as of April 6, 2015 by and among Dairyland USA Corporation, a New York corporation (“Dairyland”), The Chefs’ Warehouse Mid-Atlantic, LLC, a Delaware limited liability company (“CW Mid-Atlantic”), Bel Canto Foods, LLC, a New York limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“CW West Coast”), and The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CW Florida” and, together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”), under that certain Amended and Restated Credit Agreement dated as of April 25, 2012, as amended and restated as of April 17, 2013, by and among the Borrowers, the othe
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 9th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
This INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of April 6, 2015, is by and among Del Monte Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), The Chefs’ Warehouse, Inc., a Delaware corporation (“Parent”), Del Monte Capitol Meat Company, LLC, a Delaware limited liability company (“Assets Buyer”) (Assets Buyer and Merger Sub are collectively referred to as the “Buyers”), DeBenedetti/Del Monte Trust (“Trust”), Victoria DeBenedetti (“V. DeBenedetti”), David DeBenedetti (“D. DeBenedetti”) (Trust, V. DeBenedetti and D. DeBenedetti are collectively referred to as the “DM Shareholders”), Del Monte Capitol Meat Co., Inc., a California corporation (“Del Monte”), T.J. Foodservice Co., Inc., a California corporation (“Service”), TJ Seafood, LLC, a California limited liability company (“Seafood”) (Del Monte, Service and Seafood are collectively referred to as the “Companies”), John DeBenedetti (“J. DeBenedetti”), Theresa Lincoln (“Lincoln”) and John DeBenedetti actin
EARN-OUT AGREEMENTEarn-Out Agreement • April 9th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
THIS EARN-OUT AGREEMENT (the “Agreement”) dated the 6th day of April, 2015, is by and among The Chefs’ Warehouse, Inc., a Delaware corporation (“Parent”), Del Monte Capitol Meat Company, LLC, a Delaware limited liability company (the “Buyer”), T.J. Foodservice Co., Inc., a California corporation (“Service”), TJ Seafood, LLC, a California limited liability company (“Seafood”), and John DeBenedetti, as the Sellers’ Representative (in such capacity, the “Sellers’ Representative”). Service and Seafood are referred to collectively herein as the “Company Sellers” and each individually as a “Company Seller.” Parent, Buyer, the Company Sellers and the Sellers’ Representative are referred to collectively herein as the “Parties” and each individually as a “Party.”
The Chefs’ Warehouse, Inc. 8-KSupplemental Note Purchase and Guarantee Agreement and Amendment Agreement • April 9th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York
A request for confidential treatment has been made with respect to the portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
