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EXHIBIT (e)(19)
RELOAD WAIVER AGREEMENT
THIS RELOAD WAIVER AGREEMENT (also referred to herein as "Agreement")
is made and entered into as of this 22nd day of January by and between Guest
Supply, Inc. (the "Company") and the undersigned holder of one or more employee
stock options (the "Options") granted under the 1993 Stock Option Plan (the
"Plan") of the Company, for himself, his dependents, heirs, executors,
administrators, successors and assigns (hereinafter collectively referred to as
"Optionholder").
WITNESSETH
WHEREAS the Optionholder is the holder of an Option or Options granted
under the Plan to purchase shares of common stock, without par value, of the
Company; and
WHEREAS the Company, Sysco Corporation, a Delaware corporation, and
Sysco Food Services of New Jersey, Inc., a Delaware corporation, are entering
into that certain Merger Agreement and Plan of Reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended ("Merger Agreement"),
dated the date hereof; and
WHEREAS Optionholder and the Company desire to enter into this
Agreement to modify the Options and to evidence the waiver by the Optionholder
of certain rights under the Options and the Plan, subject to and effective upon
the earlier of the consummation of (i) the Offer (as defined in the Merger
Agreement) or (ii) the Merger (as defined in the Merger Agreement); and
Whereas, to induce Sysco Corporation to execute and deliver the Merger
Agreement which the undersigned Optionholder acknowledges will impart a
substantial benefit to the
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undersigned Optionholder, the undersigned Optionholder hereby agrees to execute
this Agreement.
NOW THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed as follows:
1. Recitals. The recitals set forth above are incorporated herein as
true and accurate.
2. Waiver of Right to Reload Option.
Subject to and effective as of the date of the earlier of the
consummation of (i) the Offer or (ii) the Merger (such date referred to herein
as the "Effective Date"), the Optionholder hereby agrees with the Company that,
notwithstanding the provisions of Section 5(k) of the Plan, the Optionholder
shall not be entitled to receive a Reload Option (as defined in said Section
5(k)) upon the exercise of any Option heretofore granted to Optionholder under
the Plan, and Optionholder hereby waives the right to receive such a Reload
Option. From and after the date hereof and from and after the Effective Date,
the Options granted to Optionholder under the Plan shall remain in full force
and effect in accordance with their terms, except as specifically provided in
the preceding sentence.
3. Governing Law/Severability.
This Agreement shall be interpreted, enforced, and governed under
the laws of the State of New Jersey, without regard to conflicts of laws
principles. Its provisions are severable, and if any part of the Agreement is
found to be unenforceable, the remainder of the Agreement will continue to be
valid and effective.
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4. Headings and Captions.
The headings and captions used in the Agreement are for convenience
of reference only, and shall in no way define, limit, expand, or otherwise
affect the meaning or construction of any provision of this Agreement.
5. Counterparts.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument, with the same effect as if the signatures thereto
were in the same instrument.
6. Entire Agreement.
This Agreement constitutes the entire agreement and supersedes
any and all other prior agreements and undertakings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof.
7. Termination.
Upon termination of the Merger Agreement, this Agreement shall
automatically terminate and have no force or effect.
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I HAVE PERSONALLY READ THE FOREGOING AGREEMENT, AN I AM VOLUNTARILY AND
KNOWINGLY ENTERING INTO THE TERMS AND PROVISIONS CONTAINED IN IT, WITH FULL
UNDERSTANDING OF ITS CONSEQUENCES.
OPTIONHOLDER:
/s/ Teri E. Unsworth
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Name: Teri E. Unsworth
Address: Oak Knoll Avenue
San Marino, CA 91108
Date: January 22, 2001
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GUEST SUPPLY, INC.
By: /s/ Clifford W. Stanley
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Title: President
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Date: January 22, 2001
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