The Chefs’ Warehouse, Inc. 10-K


 





Exhibit 10.21


THE CHEFS’ WAREHOUSE, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

(Officers and Employees)


THIS NON-QUALIFIED STOCK OPTION AGREEMENT
(this “Agreement”) is made and entered into as of this ____ day of _____________, 20__ (the “Grant
Date”), by and between The Chefs’ Warehouse, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates,
the “Company”), and __________________ (the “Optionee”). 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”).


WHEREAS, the Company has adopted
the Plan, which permits the issuance of stock options for the purchase of shares of the common stock, par value $0.01 per share,
of the Company (the “Shares”); and


WHEREAS, the Company desires to
afford the Optionee an opportunity to purchase Shares as hereinafter provided in accordance with the provisions of the Plan.


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 Option.


(a)


The Company grants as of the date of this
Agreement the right and option (the “Option”) to purchase __________ Shares, in whole or in part (the “Option
Stock”), at an exercise price of _________________________ and No/100 Dollars ($_________) per Share, on the terms and
conditions set forth in this Agreement and subject to all provisions of the Plan. The Optionee, holder or beneficiary of the Option
shall not have any of the rights of a stockholder with respect to the Option Stock until such person has become a holder of such
Shares by the due exercise of the Option and payment of the Option Payment (as defined in Section 3 below) in accordance
with this Agreement.


(b)


The Option shall be a non-qualified stock
option. In order comply with all applicable federal, state or local tax laws or regulations, the Company may take such action as
it deems appropriate to ensure that all applicable federal, state or other taxes are withheld or collected from the Optionee.


2.


Exercise of Option.


(a)


Except as otherwise provided herein, this
Option shall become vested and exercisable only if both (i) the Optionee has remained continuously employed by the Company through
the third anniversary of the Grant Date (the “Service-Vesting Condition”), and (ii) a Trading Price (as defined
below) of $30 has been achieved or, in the event of a Change in Control, the consideration per Share paid or delivered in connection
with the Change in Control is at least $30 (the “Market-Vesting Condition”).For purposes of this Agreement,
“Trading Price” means the volume-weighted average closing price of a Share, as reported on the NASDAQ composite
transaction reporting system, for a twenty (20) consecutive trading day period.For the avoidance of doubt, it is noted that, except
as otherwise provided herein, the Option may not be exercised prior to the third anniversary of the Grant Date, whether or not
the Market-Vesting Condition is satisfied prior to such anniversary date.


(b)


Notwithstanding the above, the Service-Vesting
Condition shall be deemed satisfied with respect to 100% of the Option Stock in the event of the Optionee’s death, Disability
or Retirement, provided the Optionee has remained continuously employed by the Company from the date of this Agreement to such
event.In no event, however, may the Option be exercised unless the Market-Vesting Condition has been satisfied by the date of the
Optionee’s death, Disability or Retirement or such later date as of which the Option terminates pursuant to Section 4
below.


(c)


Notwithstanding the foregoing, in the event
of a Change in Control, (i) if the Market-Vesting Condition is satisfied as of the Change in Control and the Change in Control
occurs prior to satisfaction of the Service-Vesting Condition, and provided further the Option is assumed in the Change in Control
transaction under the terms set forth in Section 13.3 of the Plan, this Option shall vest upon satisfaction of the Service-Vesting
Condition except that in the event the Optionee’s employment with the Company (or its successor) is terminated by (A) the
Optionee for Good Reason, or (B) the Company for any reason other than for Cause (as defined in the Plan, unless otherwise defined
in an applicable service agreement), this Option shall vest and become exercisable with respect to 100% of the Option Stock (but
only to the extent such Option has not otherwise terminated or become exercisable); (ii) if the Market-Vesting Condition is satisfied
as of the Change in Control and the Option is not assumed in the Change in Control transaction under the terms set forth in Section
13.3 of the Plan, the Service-Vesting condition shall be deemed satisfied and this Option shall vest and become exercisable with
respect to 100% of the Option Stock immediately prior to the Change in Control (but only to the extent such Option has not otherwise
terminated or become exercisable); (iii) if the Market-Vesting Condition is not satisfied as of the Change in Control, this Option
shall terminate immediately prior the Change in Control and become void and of no effect.




    	 



    	 



    

3.


Manner of Exercise. The Option may
be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Option, with respect
to whole Shares only, by serving written notice of intent to exercise the Option delivered to the Company at its principal office
(or to the Company’s designated agent), stating the number of Shares to be purchased, the person or persons in whose name
the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective
unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being
exercised (the “Option Payment”) and, except as otherwise provided herein, cash equal to the required withholding taxes
as set forth by Internal Revenue Service and applicable state and local tax guidelines for the employer’s minimum statutory
withholding. The Option Payment shall be made in cash or cash equivalents or, at the discretion of the Committee, in whole Shares
previously acquired by the Optionee and valued at the Shares’ Fair Market Value on the date of exercise (or next succeeding
trading date if the date of exercise is not a trading date), or by a combination of such cash (or cash equivalents) and Shares.
Subject to applicable securities laws and the consent of the Committee, the Optionee may also exercise the Option (a) by delivering
a notice of exercise of the Option and by simultaneously selling the Shares of Option Stock thereby acquired pursuant to a brokerage
or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as payment of the Option
Payment, together with any applicable withholding taxes, or (b) by directing the Company to withhold that number of whole
Shares otherwise deliverable to the Optionee pursuant to the Option having an aggregate Fair Market Value at the time of exercise
equal to the sum of the Option Payment and the amount necessary to satisfy any applicable withholding obligations.


4.


Termination of Option. The Option
will expire ten (10) years from the date of grant of the Option (the “Term”) with respect to any then unexercised
portion thereof, unless terminated earlier as set forth below:


(a)


Termination by Death. If the Optionee’s
employment by the Company terminates by reason of death, this Option may thereafter be exercised by the legal representative of
the estate or by the legatee of the Optionee under the will of the Optionee, but only if the Market-Vesting Conditions has been
satisfied, for a period of one (1) year from the date of death or until the expiration of the Term of the Option, whichever
period is the shorter.


(b)


Termination by Reason of Disability.
If the Optionee’s employment by the Company terminates by reason of Disability, this Option may thereafter be exercised by
the Optionee or personal representative or guardian of the Optionee, as applicable, but only if the Market-Vesting Conditions has
been satisfied, for a period of three (3) years from the date of such termination of employment or until the expiration of
the Term of the Option, whichever period is the shorter.


(c)


Termination by Retirement. If the
Optionee’s employment by the Company terminates by reason of Retirement, this Option may thereafter be exercised by the Optionee,
but only if the Market-Vesting Condition has been satisfied, for a period of three (3) years from the date of such termination
of employment or until the expiration of the Term of the Option, whichever period is the shorter.


(d)


Termination for Cause. If the Optionee’s
employment by the Company is terminated for Cause, this Option shall terminate immediately and become void and of no effect.


(e)


Other Termination. If the Optionee’s
employment by the Company terminates for any reason other than for Cause, death, Disability or Retirement, this Option may be exercised
by the Optionee, to the extent the Service-Vesting Condition was satisfied at the time of such termination, but only if the Market-Vesting
Condition has been satisfied, for a period of three (3) months from the date of such termination of employment or the expiration
of the Term of the Option, whichever period is the shorter.




    	 



    	 



    

5.


No Right to Continued Employment.
The grant of the Option shall not be construed as giving the Optionee the right to be retained in the employ of the Company, and
the Company may at any time dismiss the Optionee from employment, free from any liability or any claim under the Plan.


6.


Adjustment to Option Stock. The Committee
may make equitable and appropriate adjustments in the terms and conditions of, and the criteria included in, this Option in recognition
of unusual or nonrecurring events (and shall make the 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 event(s) affect the Shares. Any such adjustments shall
be effected in a manner that precludes the material enlargement of rights and benefits under this Award.


7.


Amendments to Option. 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 Option, 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 Optionee or any holder or beneficiary
of the Option shall not to that extent be effective without the consent of the Optionee, holder or beneficiary affected.


8.


Limited Transferability. Except as
otherwise provided by the Committee, during the Optionee’s lifetime, this Option can be exercised only by the Optionee, and
this Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Optionee other
than by will or the laws of descent and distribution. Any attempt to otherwise transfer this Option shall be void. No transfer
of this Option by the Optionee by will or by laws of descent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence
as the Committee may deem necessary or appropriate to establish the validity of the transfer.


9.


Reservation of Shares. At all times
during the term of this Option, the Company shall use its best efforts to reserve and keep available such number of Shares as shall
be sufficient to satisfy the requirements of this Agreement.


10.


Plan Governs. The Optionee 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.


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.


	To the Company:	 	The Chefs’ Warehouse, Inc.

100 East Ridge Road

Ridgefield, Connecticut 06877

Attn: Corporate Secretary
	 	 	 
	To the Optionee:	 	The address then maintained with respect to the Optionee in the Company’s records.


 


13.


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.


14.


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 Optionee and the Company for all purposes.


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
Optionee’s legal representative and assignees. All obligations imposed upon the Optionee and all rights granted to the Company
under this Agreement shall be binding upon the Optionee’s heirs, executors, administrators, successors and assignees.


 


[The next page is the signature page]


 




    	 



    	 



    

IN WITNESS WHEREOF, the parties
have caused this Non-Qualified Stock Option Agreement to be duly executed effective as of the day and year first above written.


 





	 	THE CHEFS’ WAREHOUSE, INC.
	 	 
	 	 
	 	By:	 	 
	 	 
	 	 
	 	OPTIONEE:
	 	 
	 	 
	 	Signature