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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/08/16 US Foods Holding Corp. 10-Q 10/01/16 89:4.8M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 440K
2: EX-10.54 Material Contract HTML 106K
3: EX-10.55 Material Contract HTML 33K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 25K
14: R1 Document and Entity Information HTML 46K
15: R2 Consolidated Balance Sheets HTML 112K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 39K
17: R4 Consolidated Statements of Comprehensive Income HTML 90K
(Loss) (Unaudited)
18: R5 Consolidated Statements of Cash Flows (Unaudited) HTML 151K
19: R6 Overview and Basis of Presentation HTML 39K
20: R7 Recent Accounting Pronouncements HTML 39K
21: R8 Business Acquisitions HTML 43K
22: R9 Inventories HTML 30K
23: R10 Accounts Receivable Financing Program HTML 30K
24: R11 Assets Held for Sale HTML 32K
25: R12 Property and Equipment HTML 30K
26: R13 Goodwill and Other Intangibles HTML 48K
27: R14 Fair Value Measurements HTML 55K
28: R15 Debt HTML 61K
29: R16 Restructuring Liabilities HTML 39K
30: R17 Related Party Transactions HTML 33K
31: R18 Retirement Plans HTML 53K
32: R19 Redeemable Common Stock HTML 29K
33: R20 Earnings Per Share HTML 44K
34: R21 Changes in Accumulated Other Comprehensive Loss HTML 50K
35: R22 Income Taxes HTML 37K
36: R23 Commitments and Contingencies HTML 33K
37: R24 Business Segment Information HTML 60K
38: R25 Subsequent Events HTML 28K
39: R26 Recent Accounting Pronouncements (Policies) HTML 34K
40: R27 Business Acquisitions (Tables) HTML 35K
41: R28 Assets Held for Sale (Tables) HTML 30K
42: R29 Goodwill and Other Intangibles (Tables) HTML 38K
43: R30 Fair Value Measurements (Tables) HTML 43K
44: R31 Debt (Tables) HTML 41K
45: R32 Restructuring Liabilities (Tables) HTML 35K
46: R33 Retirement Plans (Tables) HTML 48K
47: R34 Earnings Per Share (Tables) HTML 41K
48: R35 Changes in Accumulated Other Comprehensive Loss HTML 46K
(Tables)
49: R36 Business Segment Information (Tables) HTML 50K
50: R37 Overview and Basis of Presentation - Additional HTML 72K
Information (Detail)
51: R38 Business Acquisitions - Additional Information HTML 44K
(Detail)
52: R39 Business Acquisitions - Purchase Price Allocations HTML 52K
for Business Acquisitions (Detail)
53: R40 Inventories - Additional Information (Detail) HTML 30K
54: R41 Accounts Receivable Financing Program - Additional HTML 31K
Information (Detail)
55: R42 Assets Held for Sale - Schedule of Assets Held for HTML 36K
Sale Activity (Detail)
56: R43 Assets Held for Sale - Additional Information HTML 31K
(Detail)
57: R44 Property and Equipment - Additional Information HTML 38K
(Detail)
58: R45 Goodwill and Other Intangibles - Additional HTML 57K
Information (Detail)
59: R46 Goodwill and Other Intangibles - Schedule of HTML 46K
Goodwill and Other Intangibles, Net (Detail)
60: R47 Fair Value Measurements - Schedule of Fair Value HTML 51K
Assets and Liabilities Measured on Recurring and
Nonrecurring Basis (Detail)
61: R48 Fair Value Measurements - Additional Information HTML 57K
(Detail)
62: R49 Debt - Components of Debt (Detail) HTML 81K
63: R50 Debt - Components of Debt (Parenthetical) (Detail) HTML 38K
64: R51 Debt - Additional Information (Detail) HTML 29K
65: R52 Debt - Transactions - Additional Information HTML 82K
(Detail)
66: R53 Debt - CMBS Fixed Facility Defeasance - Additional HTML 47K
Information (Detail)
67: R54 Debt - Revolving Credit Agreement - Additional HTML 71K
Information (Detail)
68: R55 Debt - Accounts Receivable Financing Program - HTML 48K
Additional Information (Detail)
69: R56 Debt - Amended and Restated 2016 Term Loan HTML 47K
Agreement - Additional Information (Detail)
70: R57 Debt - 2016 Senior Notes - Additional Information HTML 46K
(Detail)
71: R58 Debt - Other Debt - Additional Information HTML 50K
(Detail)
72: R59 Debt - Restrictive Covenants - Additional HTML 28K
Information (Detail)
73: R60 Restructuring Liabilities - Summary of Changes in HTML 41K
Restructuring Liabilities (Detail)
74: R61 Restructuring Liabilities - Additional Information HTML 55K
(Detail)
75: R62 Related Party Transactions - Additional HTML 60K
Information (Detail)
76: R63 Retirement Plans - Components of Net Pension and HTML 52K
Other Post Retirement Benefit Costs (Detail)
77: R64 Retirement Plans - Additional Information (Detail) HTML 55K
78: R65 Redeemable Common Stock - Additional Information HTML 27K
(Detail)
79: R66 Earnings Per Share - Schedule of Computation of HTML 48K
Basic and Diluted Earnings Per Share (Detail)
80: R67 Changes in Accumulated Other Comprehensive Loss - HTML 56K
Schedule of Changes in Accumulated Other
Comprehensive Loss (Detail)
81: R68 Income Taxes - Additional Information (Detail) HTML 56K
82: R69 Commitments and Contingencies - Additional HTML 37K
Information (Detail)
83: R70 Business Segment Information - Additional HTML 27K
Information (Detail)
84: R71 Business Segment Information - Schedule of HTML 67K
Quantitative Reconciliation of Adjusted EBITDA
(Detail)
85: R72 Business Segment Information - Schedule of HTML 49K
Quantitative Reconciliation of Adjusted EBITDA
(Parenthetical) (Detail)
86: R73 Subsequent Events - Additional Information HTML 30K
(Detail)
88: XML IDEA XML File -- Filing Summary XML 160K
87: EXCEL IDEA Workbook of Financial Reports XLSX 83K
8: EX-101.INS XBRL Instance -- usfd-20161001 XML 1.16M
10: EX-101.CAL XBRL Calculations -- usfd-20161001_cal XML 236K
11: EX-101.DEF XBRL Definitions -- usfd-20161001_def XML 645K
12: EX-101.LAB XBRL Labels -- usfd-20161001_lab XML 1.30M
13: EX-101.PRE XBRL Presentations -- usfd-20161001_pre XML 961K
9: EX-101.SCH XBRL Schema -- usfd-20161001 XSD 201K
89: ZIP XBRL Zipped Folder -- 0001193125-16-763117-xbrl Zip 157K
| EX-10.55 |
Exhibit 10.55
FORM OF OMNIBUS AMENDMENT TO
OUTSTANDING
STOCK OPTION AGREEMENTS
THIS FORM OF OMNIBUS AMENDMENT TO OUTSTANDING STOCK OPTION AGREEMENTS (this “Amendment”), effective as of August 25, 2016, amends the terms and conditions of those certain stock option agreements (each, a “Stock Option Agreement”) governing the terms of Option awards granted under the 2007 Stock Incentive Plan for Key Employees of USF Holding Corp. and its Affiliates (the “Plan”), by and between US Foods Holding Corp. (f/k/a USF Holding Corp., and referred to herein as the “Company”) and the Optionee whose name appears on the signature page of such Stock Option Agreement. Any capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Plan and in the specified Stock Option Agreement.
WHEREAS, the Committee is empowered, pursuant to the authority granted to the Committee under Section 10(a) of the Plan, to amend, without Participant consent, the terms and conditions of any award previously granted under the Plan if such amendment does not impair the Participant’s rights under the existing terms of the award and does not otherwise violate any provision of the Plan; and
WHEREAS, the Committee has approved an amendment to each outstanding Stock Option Award issued under the Plan to provide that both the exercise price payable and the minimum taxes due upon exercise of all outstanding Options granted under the Plan be payable by withholding of shares issuable upon exercise of the Options.
AMENDMENT
1. Amendment. Section 4.3 of the each outstanding Stock Option Agreement is hereby replaced in its entirety with the following:
“Section 4.3. Manner of Exercise
The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(b) (i) Full payment (in cash or by check or by a combination thereof) for the Shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b);
(c) (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised, or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c);
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and
harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
(f) An Optionee may use a broker-assisted, cash-less exercise program to sell Shares to pay the exercise price and the minimum taxes due upon exercise of any then vested Options subject to any limitations on transfer imposed under applicable securities laws or any underwriter or under any blackout policy of the Company.
Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. The registration in the books and records of the Company evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.”
2. Continuing Effect. Except as specifically provided herein, the Stock Option Agreements amended by this Amendment shall remain in full force and effect in accordance with their respective terms and are hereby ratified and confirmed in all respects.
3. No Waiver. This Amendment is limited as specified and the execution, delivery and effectiveness of this Amendment shall not operate as a modification, acceptance or waiver of any provision of any of the Stock Option Agreements except as specifically set forth herein.
4. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Company (including Service Recipients) and Optionee and their respective heirs, representatives, successors and permitted assigns.
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed by its officer thereunto duly authorized, effective as of the date referred to above.
| US FOODS HOLDING CORP. (F/K/A USF HOLDING CORP.) | ||||||
| By: | /s/ Tiffany Monroe | |||||
| Name: | Tiffany Monroe | |||||
| Title: | Chief Human Resources Officer | |||||
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/8/16 | 8-K | ||
| For Period end: | 10/1/16 | |||
| 8/25/16 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 US Foods Holding Corp. 10-K 12/30/23 145:15M 2/17/23 US Foods Holding Corp. 10-K 12/31/22 140:16M 2/17/22 US Foods Holding Corp. 10-K 1/01/22 141:16M 2/16/21 US Foods Holding Corp. 10-K 1/02/21 149:17M |