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CHEF > SEC Filings for CHEF > Form 8-K on 31-Aug-2012All Recent SEC Filings

Show all filings for CHEFS' WAREHOUSE, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CHEFS' WAREHOUSE, INC.


31-Aug-2012

Change in Directors or Principal Officers, Regulation FD Disclosure, Finan


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

Effective August 31, 2012, the employment of James Wagner, the Chief Operating Officer of The Chefs' Warehouse, Inc. (the "Company") terminated. In connection with the termination of his employment with the Company, Mr. Wagner and the Company entered into a Separation Agreement and General Release, dated August 30, 2012 (the "Separation Agreement"). Pursuant to the Separation Agreement, all of Mr. Wagner's unvested shares of restricted common stock will be forfeited, except that the 20,667 shares of restricted common stock which are scheduled to vest on August 2, 2013 and the 20,666 shares of restricted common stock which are scheduled to vest on August 2, 2014, all of which shares of restricted common stock were granted to Mr. Wagner on August 2, 2011 in connection with the Company's initial public offering, shall vest immediately on the tenth (10th) calendar day following Mr. Wagner's execution of the Separation Agreement, provided that Mr. Wagner does not revoke his assent to the Separation Agreement prior to such time. Pursuant to the Separation Agreement, Mr. Wagner has agreed not to compete with the Company, not to solicit customers to cease doing business with the Company and not to solicit or encourage any employee of the Company to leave his or her employment with the Company in each case for a period of two years from August 31, 2012.

The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the actual agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.



Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the Company's management changes and its currently projected fiscal 2012 range of net income per diluted share and modified pro forma net income per diluted share is furnished as Exhibit 99.1 to this Current Report on Form 8-K.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K.

Exhibit No.       Description

10.1              Separation Agreement and General Release between The Chefs'
                  Warehouse, Inc. and James Wagner, dated August 30, 2012.

99.1              Press release dated August 30, 2012.


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