The Chefs’ Warehouse, Inc. 10-Q


Exhibit 10.1


 


THE CHEFS’ WAREHOUSE, INC. 


RESTRICTED SHARE AWARD AGREEMENT


(Directors)


 


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. 2011 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, par value
$0.01 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 (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 provided
herein and subject to such other exceptions as may be determined by the Committee in its discretion, the “Restricted Period”
for Restricted Shares granted herein shall expire on the earlier of the first anniversary of the Grant Date or the date of the
subsequent annual meeting of the Company’s stockholders at which any directors are elected.


 






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(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; and


 


(iii)        except as otherwise
determined by the Committee at or after the grant of the Award hereunder, all of the Restricted Shares 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
continues his/her service as a director of the Company for the entire Restricted Period.


 


(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) upon (i) the termination of the Grantee’s service as a director of the Company
which results from the Grantee’s death or Disability, or (ii) a Change in Control.


 


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 the Restricted Shares shall lapse
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 the 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).


 






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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 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, the 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, the 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 a 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.


 






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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
Service. This Agreement shall not be construed as giving Grantee the right to continue to serve as a director of the Company,
and the Company may at any time dismiss Grantee from service as a director, 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.           Plan Governs.
The Grantee hereby acknowledges receipt of (or electronic link to) a copy of 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.


 


10.         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.


 


11.         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, CT 06877
	 	 	 
	 	 	Attn: Corporate
Secretary
	 	 	 
	 	To the Grantee:	The address then maintained with respect to the Grantee in the Company’s records.



  






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12.         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.


 


13.         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.


 


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 Grantee and the Company for all purposes.


 


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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.


 





	 	THE CHEFS’ WAREHOUSE, INC.	 
	 	 	 
	 	By:	 	 
	 	 	 
	 	GRANTEE:	 	 
	 	 	 	 
	 	 	 



  


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