Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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2: EX-10.2 Material Contract HTML 44K
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5: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
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7: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
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15: R1 Cover Page HTML 76K
16: R2 Consolidated Balance Sheets HTML 113K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K
18: R4 Consolidated Statements of Operations and HTML 80K
Comprehensive Income
19: R5 Consolidated Statements of Changes in HTML 81K
Stockholders' Equity
20: R6 Consolidated Statements of Cash Flows HTML 111K
21: R7 Operations and Basis of Presentation HTML 42K
22: R8 Summary of Significant Accounting Policies HTML 86K
23: R9 Earnings Per Share HTML 83K
24: R10 Fair Value Measurements HTML 56K
25: R11 Acquisitions HTML 39K
26: R12 Inventories HTML 25K
27: R13 Equipment and Leasehold Improvements HTML 61K
28: R14 Goodwill and Other Intangible Assets HTML 61K
29: R15 Debt Obligations HTML 43K
30: R16 Leases HTML 167K
31: R17 Stockholders' Equity HTML 64K
32: R18 Related Parties HTML 29K
33: R19 Supplemental Disclosures of Cash Flow Information HTML 43K
34: R20 Operations and Basis of Presentation (Policies) HTML 70K
35: R21 Summary of Significant Accounting Policies HTML 71K
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36: R22 Earnings Per Share (Tables) HTML 88K
37: R23 Fair Value Measurements (Tables) HTML 56K
38: R24 Acquisitions (Tables) HTML 32K
39: R25 Equipment, Leasehold Improvements and Software HTML 54K
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40: R26 Goodwill and Other Intangible Assets (Tables) HTML 63K
41: R27 Debt Obligations (Tables) HTML 37K
42: R28 Leases (Tables) HTML 153K
43: R29 Stockholders' Equity (Tables) HTML 56K
44: R30 Supplemental Disclosures of Cash Flow Information HTML 43K
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45: R31 Operations and Basis of Presentation - Narrative HTML 35K
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46: R32 Summary of Significant Accounting Policies - HTML 38K
Narrative (Details)
47: R33 Summary of Significant Accounting Policies - HTML 58K
Schedule of Disaggregation of Revenue (Details)
48: R34 Earnings Per Share - Computation of Basic and HTML 41K
Diluted Net Income Per Share (Details)
49: R35 Earnings Per Share - Reconciliation of Net Income HTML 47K
Per Common Share (Details)
50: R36 Earnings Per Share - Potentially Dilutive HTML 30K
Securities (Details)
51: R37 Fair Value Measurements - Narrative (Details) HTML 31K
52: R38 Fair Value Measurements - Summary of Changes in HTML 47K
Level 3 Contingent Consideration Liability
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53: R39 Fair Value Measurements - Summary of the Carrying HTML 31K
Value and Fair Value of Convertible Subordinated
Notes (Details)
54: R40 Acquisitions - Narrative (Details) HTML 66K
55: R41 Acquisitions - Summary of Cash Price for HTML 54K
Acquisition (Details)
56: R42 Inventories - Narrative (Details) HTML 25K
57: R43 Equipment, Leasehold Improvements and Software - HTML 70K
Summary of Equipment, Leasehold Improvements and
Software (Details)
58: R44 Equipment, Leasehold Improvements and Software - HTML 45K
Narrative (Details)
59: R45 Goodwill and Other Intangible Assets - Schedule of HTML 30K
Changes in the Carrying Amount of Goodwill
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60: R46 Goodwill and Other Intangible Assets - Narrative HTML 41K
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61: R47 Goodwill and Other Intangible Assets - Summary of HTML 39K
Other Intangible Assets (Details)
62: R48 Goodwill and Other Intangible Assets - Estimated HTML 38K
Amortization Expense for Other Intangibles
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63: R49 Debt Obligations - Summary of Debt Obligations HTML 43K
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64: R50 Debt Obligations - Convertible Unsecured Notes HTML 48K
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65: R51 Leases - Components of Lease Expense (Details) HTML 42K
66: R52 Leases - Supplemental Balance Sheet Information HTML 26K
Related to Leases (Details)
67: R53 Leases - Maturities of Lease Liabilities (Details) HTML 124K
68: R54 Leases - Additional Information (Details) HTML 34K
69: R55 Stockholders' Equity - Narrative (Details) HTML 63K
70: R56 Stockholders' Equity - Schedule of Restricted HTML 48K
Stock Awards (Details)
71: R57 Stockholders' Equity - Schedule of Stock Option HTML 67K
Activity (Details)
72: R58 Related Parties - Narrative (Details) HTML 35K
73: R59 Supplemental Disclosures of Cash Flow Information HTML 49K
- Summary of Supplemental Cash Flow Disclosures
(Details)
74: R9999 Uncategorized Items - chef0628201910q.htm HTML 23K
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THE CHEFS’ WAREHOUSE, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees)
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 (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. 2019 Omnibus Equity Incentive Plan (the “Plan”).
WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of the Company’s common stock, no par value per share (the “Common Stock”); and
WHEREAS, pursuant to the Plan, the Committee responsible for administering the Plan has granted an award of restricted shares to the Grantee as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Grant of Restricted Shares.
(a) The Company hereby grants to the Grantee an award (the “Award”) of shares of Common Stock of the Company (the “Shares” or the “Restricted Shares”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.
(b) The Grantee’s rights with respect to the Award shall remain forfeitable
at all times prior to the dates on which the restrictions shall lapse in accordance with Sections 2 and 3 hereof.
2. Terms and Rights as a Stockholder.
(a) Except as otherwise provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the Restricted Period (as defined in Section 2(b)(ii) below) shall expire with respect to the following percentages of the Restricted Shares granted herein as set forth below:
Percentage of Restricted Shares Date
[ ]% [DATE]
[
]% [DATE]
[ ]% [DATE]
All Awards shall be subject to a minimum vesting period of not less than one year from the Grant Date, except as otherwise provided in accordance with Section 14.3 of the Plan.
(b) The Grantee shall have all rights of a stockholder with respect to the Restricted Shares, including the right to receive dividends and the right to vote such Shares, subject to the following restrictions:
(i) the Grantee shall not be entitled to the removal of the restricted legends or restricted account notices or to delivery of the stock certificate (if any) for any Shares until the expiration of the Restricted Period as to such Shares and the fulfillment
of any other restrictive conditions set forth herein;
(ii) none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the “Restricted Period” as to such Shares and until the fulfillment of any other restrictive conditions set forth herein;
(iii) except as otherwise determined by the Committee at or after the grant of the Award hereunder, any Restricted Shares as to which the applicable Restricted Period has not expired (or other restrictive conditions have not been met) shall be forfeited, and all rights of the Grantee to such Shares shall terminate, without further obligation on the part of the Company, unless the Grantee remains in the continuous employment (or other service-providing
capacity) of the Company for the entire Restricted Period applicable to such Shares; and
(iv) any dividends paid on Restricted Shares during the Restricted Period shall not be paid to the Grantee unless the Grantee remains in the continuous employment (or other service-providing capacity) of the Company for the entire Restricted Period applicable to such Shares and until the Grantee fulfills any other restrictive conditions set forth herein; provided, however, that any dividends otherwise payable with respect to Restricted Shares that are forfeited pursuant to Section 2(a) shall not be paid.
(c) Notwithstanding the
foregoing, the Restricted Period shall automatically terminate as to all Restricted Shares awarded hereunder (as to which such Restricted Period has not previously terminated) in the following circumstances:
(i) upon the termination of the Grantee’s employment from the Company which results from the Grantee’s death or Disability; and
(ii) immediately prior to a Change in Control; provided, that if this Award is assumed in the Change in Control transaction under the terms set forth in Section 12.3 of the Plan, the Restricted Period shall run according to the schedule set forth in Section 2(a) hereof except that in the event of the termination of the Grantee’s employment within one year following the Change
in Control, if the Grantee’s employment with the Company (or its successor) is terminated by (A) the Grantee for Good Reason, or (B) the Company for any reason other than for Cause, the Restricted Period shall terminate with respect to 100% of the Shares.
Any Shares, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Restricted Shares shall be subject to the same restrictions, terms and conditions as such Restricted Shares.
3. Termination of Restrictions. Following the termination of the Restricted Period, and
provided that all other restrictive conditions set forth herein have been met, all restrictions set forth in this Agreement or in the Plan relating to such portion or all, as applicable, of the Restricted Shares shall lapse as to such portion or all, as applicable, of the Restricted Shares, and a stock certificate for the appropriate number of Shares, free of the restrictions and restrictive stock legend, shall, upon request, be delivered to the Grantee or Grantee’s beneficiary or estate, as the case may be, pursuant to the terms of this Agreement (or, in the case of book-entry Shares, such restrictions and restricted stock legend shall be removed from the confirmation and account statements delivered to the Grantee in book-entry form).
4. Delivery of Shares.
(a) As of the date hereof, certificates representing the Restricted Shares
may be registered in the name of the Grantee and held by the Company or transferred to a custodian appointed by the Company for the account of the Grantee subject to the terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Grantee or Grantee’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or their forfeiture or reversion to the Company as set forth in Section 2(b) hereof. The Committee may, in its
discretion, provide that the Grantee’s ownership of Restricted Shares prior to the lapse of any transfer restrictions or any other applicable restrictions shall, in lieu of such certificates, be evidenced by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated agent in accordance with and subject to the applicable provisions of the Plan.
(b) If certificates shall have been issued as permitted in Section 4(a) above, certificates representing Restricted Shares in respect of which the Restricted Period has lapsed pursuant to this Agreement shall be delivered to the Grantee upon request following the date on which the restrictions on such Restricted Shares lapse.
(c) If certificates shall have been
issued as permitted in Section 4(a) above, certificates representing Restricted Shares in respect of which the Restricted Period lapsed upon the Grantee’s death shall be delivered to the executors or administrators of the Grantee’s estate as soon as practicable following the receipt of proof of the Grantee’s death satisfactory to the Company.
(d) Any certificate representing Restricted Shares shall bear (and confirmation and account statements sent to the Grantee with respect to book-entry Shares may bear) a legend in substantially the following form or substance:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER APPLICABLE
BLUE SKY LAW OR UNLESS SUCH SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION THEREUNDER.
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE CHEFS’ WAREHOUSE, INC. 2011 OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”) AND THE RESTRICTED SHARE AWARD AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER OF THE RESTRICTED SHARES REPRESENTED HEREBY AND THE CHEFS’ WAREHOUSE, INC. (THE “COMPANY”). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT AND ALL OTHER APPLICABLE POLICIES AND PROCEDURES OF THE
COMPANY, COPIES OF WHICH ARE ON FILE AT THE COMPANY.
5. Effect of Lapse of Restrictions. To the extent that the Restricted Period applicable to any Restricted Shares shall have lapsed, the Grantee may receive, hold, sell or otherwise dispose of such Shares free and clear of the restrictions imposed under the Plan and this Agreement upon compliance with applicable legal requirements.
6. No Right to Continued Employment. This Agreement shall not be construed as giving the Grantee the right to be retained in the employ of the Company, and subject to any other written contractual arrangement between the
Company and the Grantee, the Company may at any time dismiss the Grantee from employment, free from any liability or any claim under the Plan.
7. Adjustments. The Committee may make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (and shall make adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with
the Plan whenever the Committee determines that such events affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.
8. Amendment to Award. Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate the Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Grantee or any holder or beneficiary of the Award shall not to that extent be effective without the consent of the Grantee, holder or beneficiary affected.
9. Withholding of Taxes. If
the Grantee makes an election under Section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee (“Withholding Taxes”). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under Section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of Restricted Shares (or property distributed with respect thereto), the
Company may satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to the Grantee and issue vested shares to the Grantee without restriction. The Company may satisfy the required Withholding Taxes by withholding from the Shares included in the Award that number of whole shares necessary to satisfy such taxes as of the date the restrictions lapse with respect to such Shares based on the Fair Market Value of the Shares, or by requiring the Grantee to remit to the Company the proper Withholding Taxes in cash.
10. Plan Governs. The Grantee hereby acknowledges receipt of a copy of (or electronic link to) the
Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
11. Severability. If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award
shall remain in full force and effect.
12. Recoupment. All Awards granted under the Plan and any payment made under the Plan shall be subject to recoupment in accordance with Section 14.6 of the Plan.
13. Notices. All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.
The address then maintained with respect to the Grantee in the Company’s records.
14. Governing Law. The validity, construction and effect of this Agreement shall
be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.
15. Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors.
16. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any
way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.
IN WITNESS WHEREOF, the parties have caused this Restricted Share Award Agreement to be duly executed effective as of the day and year first above written.