COOPERATION AGREEMENTCooperation Agreement • May 10th, 2022 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2022, by and between US Foods Holding Corp., a Delaware corporation (the “Company”), and Sachem Head Capital Management LP, a Delaware limited partnership, Sachem Head LP, a Delaware limited partnership, Sachem Head Master LP, an exempted limited partnership organized under the laws of the Cayman Islands, SH Sagamore Master VIII Ltd., an exempted company incorporated under the laws of the Cayman Islands, SH Stony Creek Master Ltd., an exempted company incorporated under the laws of the Cayman Islands, Uncas GP LLC, a Delaware limited liability company, and Sachem Head GP LLC, a Delaware limited liability company (collectively, “Sachem Head”). The Company and Sachem Head are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used herein shall have the meanings set forth in Section 16 of this Agreement.
US Foods Holding Corp. 8-KLetter Agreement • May 10th, 2022 • US Foods Holding Corp. • Wholesale-groceries & related products
This letter agreement (this “Agreement”) is intended to set forth our mutual understanding and agreement regarding certain aspects of your appointment as Interim Chief Executive Officer of US Foods Holding Corp. (the “Company”). You and the Company hereby agree to the following modifications to the Amended and Restated Executive Severance Agreement between you and the Company, dated as of February 7, 2021 (the “Executive Severance Agreement”) and certain equity awards granted to you under the US Foods Holding Corp. 2019 Long-Term Incentive Plan (the “Plan”). Capitalized terms used in this Agreement that are not defined herein have the meanings set forth in the Executive Severance Agreement or the Plan, as applicable.
