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On January 3, 2018, US Foods, Inc. (the “Company), a wholly-owned subsidiary of US Foods Holding Corp., amended the Executive Severance Agreements (as amended and restated, the “Revised Agreements”) with each of its executive officers (each, an “Executive” and together, the “Executives”).

Each of the Revised Agreements is effective as of January 3, 2018, and replaces the previous severance agreement between the Company and the respective Executive (the “Previous Agreements”).The Revised Agreements eliminate the excise tax gross-up provisions contained in the Previous Agreements and provide for enhanced severance benefits in the event of a qualifying termination of the Executive’s employment following a change in control of the Company.Under the Previous Agreements, the level of severance benefits was the same notwithstanding the qualifying termination taking place in connection with, or in the absence of, a change in control.

Under the Revised Agreements, if the Executive terminates his or her employment for “good reason” or the Executive’s employment is terminated without “cause” within eighteen months following a change in control of the Company, then the Executive shall be entitled to, among other things, (i) salary continuation for 24 months (30 months in the case of the Chief Executive Officer), and (ii) a severance payment equal to 2.0 times (2.5 times in the case of the Chief Executive Officer) the Executive’s then-current target annual bonus.In addition, in the event that the severance payments and other benefits payable to the Executive constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and would be subject to the applicable excise tax under Section 4999 of the Code, the Executive will be entitled to elect to either: (i) receive the full amount of such payments (in which case the Executive would be responsible for paying the excise tax) or (ii) have the amount of the payments reduced to a level at which the excise tax would no longer apply.

The Revised Agreements are, in all other material respects, substantially the same as the Previous Agreements.

The foregoing description of the Revised Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Revised Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

US Foods Holding Corp. Exhibit
EX-10.1 2 usfd-ex101_6.htm EX-10.1 usfd-ex101_6.htm EXHIBIT 10.1 AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT This Amended and Restated Executive Severance Agreement (the “Agreement”),…
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About US FOODS HOLDING CORP. (NYSE:USFD)

US Foods Holding Corp. is a holding company. The Company is a foodservice distributor in the United States. It conducts all of its operations through its subsidiary, US Foods, Inc. It markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States. It offers products, such as Chef’s Line Pat LaFrieda Angus Beef Burger, which is a beef patty developed by New York butcher Pat LaFrieda, and features Angus short rib and chuck prepared with LaFrieda’s chopped technology; Chef’s Line All Natural Ready-to-Cook Turkey Roast, which is a natural turkey breast developed with Butterball and DuPont Film, and Monarch Mirepoix Blend, which is a blend of onions, carrots and celery. As of October 1, 2016, it provided over 400,000 fresh, frozen, and dry food stock-keeping units, as well as non-food items, sourced from over 5,000 suppliers. The Company offers its customers with a suite of e-commerce, technology and business solutions.