2007 Stock Incentive Plan



 Exhibit 10.12 
 2007 STOCK INCENTIVE PLAN 
 FOR KEY EMPLOYEES OF 

USF HOLDING CORP. AND ITS AFFILIATES 
  

	1.	Purpose of Plan 

 The 2007
Stock Incentive Plan for Key Employees of USF Holding Corp. and its Affiliates (the “Plan”) is designed: 
 (a)
to promote the long term financial interests and growth of USF Holding Corp. (the “Company”) and its Subsidiaries by attracting and retaining management and other personnel and key service providers with the training, experience and
ability to enable them to make a substantial contribution to the success of the Company’s business; 
 (b) to motivate
management personnel by means of growth-related incentives to achieve long range goals; and 
 (c) to further the alignment of
interests of participants with those of the stockholders of the Company through opportunities for increased stock, or stock-based ownership in the Company. 
  

	2.	Definitions 

 As used in
the Plan, the following words shall have the following meanings: 
 (a) “Affiliate” means with respect to any
Person, any entity directly or indirectly controlling, controlled by or under common control with such Person. 
 (b)
“Board” means the Board of Directors of the Company. 
 (c) “Change in Control” means, in one
or a series of transactions, (i) the sale of all or substantially all of the assets of the Company (or of all of such of its operating Subsidiaries) to any Person (or Group of Persons acting in concert), other than to (x) the Investors or
their Affiliates or (y) any employee benefit plan (or trust forming a part thereof) maintained by the Company or its Affiliates or other Person of which a majority of its voting power or other equity securities is owned, directly or indirectly,
by the Company (any Person described in the foregoing clauses (x) or (y), an “Affiliated Person”); or (ii) a sale by the Company, the Investors or any of their respective Affiliates, to a Person (or Group of Persons acting in
concert) of Common Stock, or a merger, consolidation or similar transaction involving the Company, in any case, that results in more than 50% of the Common Stock of the Company (or any resulting company after a merger) being held by a Person (or
Group of Persons acting in concert) that does not include an Affiliated Person; in any event, which results in the Investors and their Affiliates or such employee benefit plan ceasing to hold the ability to elect a majority of the members of the
Board. 
 (d) “Code” means the United States Internal Revenue Code of 1986, as amended. 







 (e) “Committee” means the Compensation Committee of the Board (or, if no
such committee is appointed, the Board). 
 (f) “Common Stock” or “Share” means the common
stock, par value $0.01 per share, of the Company, which may be authorized but unissued, or issued and reacquired. 
 (g)
“Employee” means a person, including an officer, in the regular employment of the Company or any other Service Recipient who, in the opinion of the Committee, is, or is expected to have involvement in the management, growth or
protection of some part or all of the business of the Company or any other Service Recipient. 
 (h) “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 
 (i) “Fair Market Value” means, on a per
Share basis, (i) prior to the date on which Shares are traded on an exchange or in another public market, the fair market value of one share of Common Stock on any given date (without regard to discounts for minority status), as determined
reasonably and in good faith by the Board (consistent with the determination of an independent, third party appraisal of the fair market value of one share of Common Stock that shall be performed at least annually for the Board for purposes of,
among other things, reporting such value to the Investors), but in all events satisfying Section 409A under the Code so that no Stock Option shall constitute “deferral of compensation” thereunder or (ii) after the date on which
Shares are traded on an exchange or in another public market, (A) the last sale price of a Share on the relevant date on the principal stock exchange on which the Shares may at the time be listed or, (B) if there shall have been no sales
on such exchange on the relevant date, the average of the closing bid and asked prices on such exchange on the relevant date or, (C) if there is no such bid and asked price on the relevant date, on the next preceding date when such bid and
asked price occurred or, (D) if Shares shall not be so listed, the closing sale price as reported by NASDAQ for the last trading day immediately preceding the relevant date in the over-the-counter market. 

(j) “Grant” means an award made to a Participant pursuant to the Plan and described in Section 5, including, without
limitation, an award of a Stock Option, Stock Appreciation Right, Other Stock-Based Award or Dividend Equivalent Right (as such terms are defined in Section 5), or any combination of the foregoing. 

(k) “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and
limitations applicable to a Grant. 
 (l) “Group” means “group,” as such term is used for purposes of
Section 13(d) or 14(d) of the Exchange Act. 
 (m) “Investors” means KKR 2006 Fund L.P., KKR PEI
Investments, L.P., Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel und VII, L.P., CDR USF Co-Investor L.P., DR USF Co-Investor No. 2, L.P., KKR Partners II,
L.P., OPERF Co-Investment LLC and any other co-investors (other than Employees) in the Company. 
 (n) “Management
Stockholder’s Agreement” means that certain Management Stockholder’s Agreement between the applicable Participant and the Company. 

  
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 (o) “Participant” means an Employee, non-employee member of the Board,
consultant or other person having a service relationship with the Company or any other Service Recipient, to whom one or more Grants have been made and remain outstanding. Notwithstanding the foregoing, any Participant whose employment with the
Company or any other Service Recipient or service with the Board, as applicable, terminates, shall continue to be deemed a Participant to the extent necessary to allow such individual the rights and obligations applicable to such individual’s
Grants awarded hereunder, to the extent such Grants remain outstanding after such termination. 
 (p) “Person”
means “person,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act. 
 (q)
“Public Offering” means any registered public offering of the Common Stock on the New York Stock Exchange or the Nasdaq National Market or other nationally recognized stock exchange or listing system. 

(r) “Sale Participation Agreement” means that certain Sale Participation Agreement between the applicable Participant and
the Investors. 
 (s) “Service Recipient” means the Company, any Subsidiary of the Company, or any Affiliate of
the Company that satisfies the definition of “service recipient” within the meaning of Proposed Treasury Regulation Section 1.409A-1(g) (or any successor regulation), with respect to which the person is a “service provider”
(within the meaning of Proposed Treasury Regulation Section 1.409A-1(f) (or any successor regulation). 
 (t)
“Subsidiary” means any corporation or other entity in an unbroken chain of corporations or other entities beginning with the Company if each of the corporations or other entities, or group of commonly controlled corporations or
other entities, other than the last corporation or other entity in the unbroken chain then owns stock or other equity interests possessing 50% or more of the total combined voting power of all classes of stock or other equity interests in one of the
other corporations or other entities in such chain. 
  

	3.	Administration of Plan 


(a) The Plan shall be administered by the Committee. The Committee may adopt its own rules of procedure, and action of a majority of the
members of the Committee taken at a meeting, or action taken without a meeting by unanimous written consent, shall constitute action by the Committee. The Committee shall have the power and authority to administer, construe and interpret the Plan,
to make rules for carrying it out and to make changes in such rules. Any such interpretations, rules, and administration shall be consistent with the basic purposes of the Plan. 

(b) The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under the Plan,
subject to applicable law and such conditions and limitations as the Committee shall prescribe, except that only the Committee may designate and make Grants to Participants. 
 (c) The Committee may employ counsel, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the officers and directors of the Company shall be entitled to rely
upon the advice, opinions or valuations of any such persons. All actions 

  
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taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of
the Committee, nor employee or representative of the Company shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all such members of the Committee, employees and
representatives shall be fully protected and indemnified to the greatest extent permitted by applicable law by the Company with respect to any such action, determination or interpretation. 

 

	4.	Eligibility 

 The
Committee may from time to time make Grants under the Plan to such Employees, or other persons having a relationship with Company or any other Service Recipient, and in such form and having such terms, conditions and limitations as the Committee may
determine. The terms, conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan; provided, however, that such
Grant Agreement shall contain provisions dealing with the treatment of Grants in the event of the termination of employment or other service relationship, death or disability of a Participant, and may also include provisions concerning the treatment
of Grants in the event of a Change in Control of the Company. 
  

	5.	Grants 

 From time to
time, the Committee will determine the forms and amounts of Grants for Participants. Such Grants may take the following forms in the Committee’s sole discretion: 
 (a) Stock Options—These are options to purchase Common Stock (“Stock Options”). At the time of Grant the Committee shall determine, and shall include in the Grant Agreement or
other Plan rules, the option exercise period, the option exercise price, vesting requirements, and such other terms, conditions or restrictions on the grant or exercise of the option as the Committee deems appropriate including, without limitation,
the right to receive dividend equivalent payments on vested options. Notwithstanding the foregoing, the exercise price per Share of a Stock Option shall in no event be less than the Fair Market Value on the date the Stock Option is granted (subject
to later adjustment pursuant to Section 8 hereof). In addition to other restrictions contained in the Plan, a Stock Option granted under this Section 5(a) may not be exercised more than 10 years after the date it is granted. Payment of the
Stock Option exercise price shall be made (i) in cash, (ii) with the consent of the Committee, in Shares (any such Shares valued at Fair Market Value on the date of exercise) that the Participant has held for at least six months (or such
other period of time as may be required by the Company’s accountants), (iii) through the withholding of Shares (any such Shares valued at Fair Market Value on the date of exercise) otherwise issuable upon the exercise of the Stock Option
in a manner that is compliant with applicable law, or (iv) a combination of the foregoing methods, in each such case in accordance with the terms of the Plan, the Grant Agreement and of any applicable guidelines of the Committee in effect at
the time. 
 (b) Stock Appreciation Rights—The Committee may grant “Stock Appreciation Rights” (as
hereinafter defined) independent of, or in connection with, the grant of a Stock Option or a portion thereof. Each Stock Appreciation Right shall be subject to such other terms as the Committee may determine. The exercise price per Share of a Stock
Appreciation Right shall in no 

  
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event be less than the Fair Market Value on the date the Stock Appreciation Right is granted. Each “Stock Appreciation Right” granted independent of a Stock Option shall be
defined as a right of a Participant, upon exercise of such Stock Appreciation Right, to receive an amount equal to the product of (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise
price per Share of such Stock Appreciation Right, multiplied by (ii) the number of Shares covered by the Stock Appreciation Right. Payment of the Stock Appreciation Right shall be made in Shares or in cash, or partly in Shares and partly in
cash (any such Shares valued at the Fair Market Value on the date of the payment), all as shall be determined by the Committee. 

(c) Other Stock-Based Awards—The Committee may grant or sell awards of Shares, awards of restricted Shares and awards that are
valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (including, without limitation, restricted stock units). Such “Other Stock-Based Awards” shall be in such form, and dependent on
such conditions, as the Committee may determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the
occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Grants under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and
when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares;
and all other terms and conditions of such awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). 

(d) Dividend Equivalent Rights – The Committee may grant Dividend Equivalent Rights either alone or in connection with the
grant of a Stock Option or Stock Appreciation Right. A “Dividend Equivalent Right” shall be the right to receive a payment in respect of one Share (whether or not subject to a Stock Option) equal to the amount of any dividend paid
in respect of one Share held by a shareholder in the Company. Each Dividend Equivalent Right shall be subject to such terms as the Committee may determine. 
  

	6.	Limitations and Conditions 


(a) The number of Shares available for Grants under this Plan shall be 31,513,228, subject to adjustment as provided for in Sections 8 and
9, unless restricted by applicable law. Shares related to Grants that are forfeited, terminated, canceled, expire unexercised, withheld to satisfy tax withholding obligations, or are repurchased by the Company shall immediately become available for
new Grants. 
 (b) No Grants shall be made under the Plan beyond ten years after the effective date of the Plan (the
“Effective Date”), but the terms of Grants made on or before the expiration of the Plan may extend beyond such expiration. At the time a Grant is made or amended or the terms or conditions of a Grant are changed in accordance with
the terms of the Plan or the Grant Agreement, the Committee may provide for limitations or conditions on such Grant. 

  
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 (c) Nothing contained herein shall affect the right of the Company or any other Service
Recipient to terminate any Participant’s employment or other service relationship at any time or for any reason. 
 (d)
Other than as specifically provided in the Management Stockholder’s Agreement or Sale Participation Agreement, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the
Participant. 
 (e) Participants shall not be, and shall not have any of the rights or privileges of, stockholders of the Company
in respect of any Shares purchasable in connection with any Grant unless and until certificates representing any such Shares have been issued by the Company to such Participants (or book entry representing such Shares has been made and such Shares
have been deposited with the appropriate registered book-entry custodian). 
 (f) No election as to benefits or exercise of any
Grant may be made during a Participant’s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant. 
 (g) Absent express provisions to the contrary, any Grant under this Plan shall not be deemed compensation for purposes of computing benefits or contributions under any retirement or severance plan of the
Company or other Service Recipient and shall not affect any benefits under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits is related to level of compensation. This Plan is not a
“Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended. 

(h) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Company
or any other Service Recipient, nor shall any assets of the Company or any other Service Recipient be designated as attributable or allocated to the satisfaction of the Company’s obligations under the Plan. 

 

	7.	Transfers and Leaves of Absence 

 For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment without an intervening period of separation among the Company and any other
Service Recipient shall not be deemed a termination of employment, and (b) a Participant who is granted in writing a leave of absence or who is entitled to a statutory leave of absence shall be deemed to have remained in the employ of the
Company (and other Service Recipient) during such leave of absence. 
  

	8.	Adjustments 

 In the event
of any stock split, spin-off, share combination, reclassification, recapitalization, liquidation, dissolution, reorganization, merger, Change in Control, payment of a dividend (other than a cash dividend paid as part of a regular dividend program)
or other similar 

  
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transaction or occurrence which affects the equity securities of the Company or the value thereof, the Committee shall (i) adjust the number and kind of shares subject to the Plan and
available for or covered by Grants, (ii) adjust the share prices related to outstanding Grants, and/or (iii) take such other action (including, without limitation providing for payment of a cash amount to holders of outstanding Grants), in
each case as is necessary to address, on an equitable and good faith basis, the effect of the applicable corporate event on the Plan and any outstanding Grants. Any such adjustment made or action taken by the Committee in accordance with the
preceding sentence shall be final and binding upon holders of Options and upon the Company. 
  

	9.	Change in Control 

 In the
event of a Change in Control: (a) if determined by the Committee in the applicable Grant Agreement or otherwise determined by the Committee in its sole discretion, any outstanding Grants then held by Participants which are unexercisable or
otherwise unvested or subject to lapse restrictions may automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change in Control and (b) the
Committee may, to the extent determined by the Committee to be permitted under Section 409A of the Code, but shall not be obligated to: (i) cancel such awards for fair value (as determined in the sole discretion of the Committee) which, in
the case of Stock Options and Stock Appreciation Rights, may equal the excess, if any, of the value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Stock Options or Stock
Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Stock Options or Stock Appreciation Rights) over the aggregate option price of such Stock Options or the aggregate
exercise price of such Stock Appreciation Rights, as the case may be; (ii) provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected Grants previously granted hereunder, as
determined by the Committee in its sole discretion; or (iii) provide that for a period of at least ten business days prior to the Change in Control, any Stock Options or Stock Appreciation Rights shall be exercisable as to all Shares subject
thereto and that upon the occurrence of the Change in Control, such Stock Options or Stock Appreciation Rights shall terminate and be of no further force and effect. 
  

	10.	Amendment and Termination 


(a) The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are
consistent with this Plan, provided that no such action shall modify any Grant in a manner that disadvantages in any respect (other than in a de minimis manner) a Participant with respect to any outstanding Grants, other than pursuant to
Section 8 or, as may be required to satisfy Section 409A of the Code, Section 9 hereof, without the Participant’s consent, except as such modification is provided for in the terms of the Grant. 

(b) The Board may amend, suspend or terminate the Plan, except that no such action, other than an action under Section 8 or 9
hereof, may be taken which would, without stockholder approval, increase the aggregate number of Shares available for Grants under the Plan, decrease the price of outstanding Grants, change the requirements relating to the Committee, or extend the
term of the Plan. However, no such action shall disadvantage a Participant in any respect (other than in a de minimis manner) with respect to any outstanding Grants, other than pursuant to Section 8 or, as may be required to satisfy
Section 409A of the Code, Section 9 hereof, without the Participant’s consent, except as otherwise provided under the terms of the Grant. 

  
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 (c) This Plan is intended to comply with Section 409A of the Code and will be
interpreted in a manner intended to comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s termination of employment with any Service Recipient the Participant is
a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent
the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits
ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A until the date that is six months and one day following the Participant’s termination of employment with all Service Recipients (or the
earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment and (ii) if any other payments of money or other benefits due to the Participant hereunder would cause
the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred, if deferral will make such payment or other benefits compliant under Section 409A of the Code, or
otherwise such payment or other benefits shall be restructured, to the minimum extent necessary, in a manner, reasonably determined by the Board in consultation with the Participant, that does not cause such an accelerated or additional tax or
result in an additional cost to the Company (without any reduction in such payments or benefits ultimately paid or provided to the Participant). 
  

	11.	Governing Law; International Participants 

 (a) This Plan shall be governed by and construed in accordance with the laws of the State of Delaware applicable therein. 
 (b) With respect to Participants who reside or work outside the United States of America, the Committee may, in its sole discretion, amend the terms of the Plan or awards with respect to such Participants
in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or any other Service Recipient. 

 

	12.	Withholding Taxes 

 The
Company shall have the right to deduct from any payment made under the Plan any federal, state or local income or other taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of the Company to
deliver Shares upon the exercise of a Stock Option that the Participant pays to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for such withholding taxes. 

  
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	13.	Effective Date and Termination Dates 

 The Plan shall be effective on November 16, 2007 and shall terminate ten years later, subject to earlier termination by the Board pursuant to Section 10. 

  
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