exv10w19







Exhibit 10.19




THE CHEFS’ WAREHOUSE, INC.

INCENTIVE STOCK OPTION AGREEMENT




     THIS INCENTIVE 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 parties intend that the Option qualify as an incentive stock option within the meaning
of Section 422 of the Code, and this Agreement shall be interpreted consistently therewith. In the
event a portion or all of this Option does not so qualify, the parties intend that the
nonqualifying portion shall remain valid and outstanding and shall instead be treated as a
non-qualified stock option. Accordingly, the Optionee understands that in order to obtain the
benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition
may be made of Option Stock for which incentive stock option treatment is desired within the
one-year period beginning on the day after the day of the transfer of such Option Stock to the
Optionee, nor within the two-year period beginning on the day after the grant of this Option, and
further that this Option must be exercised within three months after termination of employment as
an employee (or 12 months in the case of death or disability) in order to qualify as an incentive
stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such
Option Stock within either of these periods, the Optionee will notify the
Company within 30 days after such disposition. 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 as
set forth below, if and only if the Optionee shall have been continuously employed by the Company
from the date of this Agreement through and including such dates:



	 	 	 
	Percentage Vested	 	Date
	 
	 	 




          (b) Notwithstanding the above, this Option shall vest and become exercisable 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.


          (c) Notwithstanding the foregoing, in the event of a Change in Control, this Option shall
become vested and exercisable (but only to the extent such Option has not otherwise terminated or
become exercisable) with respect to 100% of the Option Stock immediately prior to the Change in
Control; provided, that if this Option is assumed in the Change in Control transaction under the
terms set forth in Section 13.3 of the Plan, this Option shall continue to vest according
to the schedule set forth in Section 2(a) except that in the event of the termination of
the Optionee’s employment within one year following the Change in Control, if 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, 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).



     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, if any. 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 by delivering a notice of exercise of the Option and by



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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.




     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 in this Section 4. Optionee understands that failure to
exercise this Option within three months of Optionee’s termination of employment with the Company
(if allowed) generally will disqualify this Option as an incentive stock option under Section 422
of the Code.


          (a) Termination by Death. If the Optionee’s employment by the Company terminates by
reason of death, this Option may thereafter be exercised, to the extent the Option was exercisable
at the time of such termination (after giving effect to any acceleration of vesting provided
for in Section 2 above), by the legal representative of the estate or by the
legatee of the Optionee under the will of the Optionee, 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, to the extent the
Option was exercisable at the time of such termination (after giving effect to any acceleration
of vesting provided for in Section 2 above), by the Optionee or personal
representative or guardian of the Optionee, as applicable, 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, to the extent the
Option was exercisable at the time of such termination (after giving effect to any acceleration
of vesting provided for in Section 2 above), 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, to the
extent the Option was exercisable at the time of such termination (after giving effect to any
acceleration of vesting provided for in Section 2 above), by the Optionee 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.



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     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. 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.



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     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]




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     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	 	 







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