EXHIBIT 10.1
PERFORMANCE FOOD GROUP COMPANY
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made
and entered into as of ___________, 2005 (the "Grant Date"), by and between
Performance Food Group Company, a Tennessee 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 Performance Food Group Company 2003 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 $.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 $____ 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 shareholder 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 Option shall be a non-qualified stock option. In
order to provide the Company with the opportunity to claim the benefit of any
income tax deduction which may be available to it upon the exercise of the
Option, and in order to comply with all applicable federal or state tax laws or
regulations, the Company may take such action as it deems appropriate to insure
that, if necessary, all applicable federal, state or other taxes are withheld or
collected from the Optionee.
2. Exercise of Option. The Optionee may exercise the Option
beginning on the first anniversary of the date of this Agreement provided that
Optionee has been a director of the Company at all times from the Grant Date to
such first anniversary (such one-year period being referred to as the "Vesting
Period"). Notwithstanding the above, each outstanding Option shall vest and
become exercisable upon the occurrence of a Change in Control or Potential
Change in Control and shall be governed by the provisions of Section 13 of the
Plan.
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 cash equal to the required withholding taxes as set forth
by Internal Revenue Service and applicable State tax guidelines for the
employer's minimum statutory withholding. The Option Payment shall be made in
cash or cash equivalents or in whole Shares that have been held by the Optionee
for at least six months prior to the date of exercise 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 the actual sales price of such
Shares, together with any applicable withholding taxes, or by a combination of
such cash (or cash equivalents) and Shares. The Optionee shall not be entitled
to tender Shares pursuant to successive, substantially simultaneous exercises of
the Option or any other stock option of the Company. Subject to applicable
securities laws, the Optionee may also exercise the Option by delivering a
notice of exercise of the Option and by 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. For purposes of this Agreement, "Fair Market Value" means the
closing sales price of the Shares on the Nasdaq Stock Market's National Market
System or the actual sales price of such Shares.
4. Termination of Option. The Option will expire ten 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 below:
(a) Termination by Death. If the Optionee's position as a
director of the Company terminates by reason of death, or if the Optionee dies
within one year after termination of Optionee's position as a director for any
reason other than Cause, this Option may thereafter be exercised by the legal
representative of the estate or by the legatee of the Optionee under the will of
the Optionee, to the extent that the Optionee was entitled to exercise it at the
date of Optionee's death, for a period of three years 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 position as a director of the Company terminates by reason of
Disability, this Option may thereafter be exercised by the Optionee or personal
representative or guardian of the Optionee, as applicable, to the extent that
the Optionee was entitled to exercise it at the date of Optionee's Disability
for a period of one year 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 for Cause or Voluntary Termination. If
the Optionee's position as a director of the Company is voluntarily terminated
or terminated for Cause, this Option shall terminate immediately and become void
and of no effect.
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(d) Other Termination. If the Optionee's position as a
director of the Company is involuntarily terminated for any reason other than
for Cause, death or Disability, this Option may be exercised, to the extent the
Option was exercisable at the time of such termination, by the Optionee for a
period of one year from the date of such termination or the expiration of the
Term of the Option, whichever period is the shorter.
5. Adjustment to Option Stock. The Board of Directors may make
adjustments in the terms and conditions of, and the criteria included in, this
Option in recognition of unusual or nonrecurring events (including, without
limitation, 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, whenever the Committee determines
that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.
6. Amendments to Option. Subject to the restrictions contained in
Sections 6.2 and 14 of the Plan, the Board of Directors 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 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.
7. Limited Transferability. During the Optionee's lifetime this
Option can be exercised only by the Optionee, except as otherwise provided in
Section 4(a) above or in this Section 7. This Option may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by
Optionee other than (i) to a Permitted Transferee or (ii) 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 Board of Directors may deem necessary or
appropriate to establish the validity of the transfer. Any transfer of this
Option by the Optionee to a Permitted Transferee must be for no consideration
and, after the transfer, the Permitted Transferee shall have the sole
responsibility for determining whether and when to exercise the Option. A
Permitted Transferee may not transfer any such Option other than by will or the
laws of descent and distribution. For purposes of this Agreement, "Permitted
Transferee" means the Optionee's Immediate Family, a Permitted Trust or a
partnership of which the only partners are members of the Optionee's Immediate
Family. For purposes of this Agreement, "Immediate Family" means the Optionee's
children and grandchildren, including adopted children and grandchildren,
stepchildren, parents, stepparents, grandparents, spouse, siblings (including
half brothers and sisters), father-in-law, mother-in-law, daughters-in-law and
sons-in-law. For purposes of this Agreement, a "Permitted Trust" means a trust
solely for the benefit of the Optionee or Optionee's Immediate Family.
8. 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.
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9. Plan Governs. The Optionee hereby acknowledges receipt of 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 Board of Directors, 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 Board
of Directors, 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 Option
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: Performance Food Group Company
00000 Xxxx Xxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Chief Financial Officer
To the Optionee: The address then maintained with respect to
the Optionee in the
Company's records.
12. Governing Law. The validity, construction and effect of this
Agreement shall be determined in accordance with the laws of the State of
Tennessee without giving effect to conflicts of laws principles.
13. 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 Board
of Directors. Any determination made hereunder shall be final, binding and
conclusive on the Optionee and the Company for all purposes.
14. 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.
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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.
PERFORMANCE FOOD GROUP COMPANY
By:
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Optionee:
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Please Print
Optionee:
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Signature
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