EXHIBIT 10.1
PERFORMANCE FOOD GROUP COMPANY
RESTRICTED SHARE AWARD AGREEMENT
THIS RESTRICTED SHARE AWARD AGREEMENT (this "Agreement") is made and
entered into as of the ___ day of ______, 2006 (the "Grant Date"), between
Performance Food Group Company, a Tennessee corporation (the "Company"), and
_____________ (the "Grantee"). 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
restricted shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"); and
WHEREAS, pursuant to the Plan, the Board of Directors has granted an award
of restricted shares to the Grantee as provided herein;
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 Restricted Shares.
(a) The Company hereby grants to the Grantee an award (the "Award")
of _____ shares of Common Stock of the Company (the "Shares" or the "Restricted
Shares") on the terms and conditions set forth in this Agreement and as
otherwise provided in the Plan.
(b) The Grantee's rights with respect to the Award shall remain
forfeitable at all times prior to the dates on which the restrictions shall
lapse in accordance with Section 3 hereof.
2. Terms and Rights as a Shareholder.
(a) Except as provided herein and subject to such other exceptions
as may be determined by the Board of Directors in its discretion, the
"Restricted Period" for Restricted Shares granted herein shall expire as to all
of the number of Restricted Shares awarded hereunder (as such number maybe
adjusted in accordance with Section 6 hereof) on the first anniversary of the
Grant Date provided that the Grantee has been a director of the Company at all
times from the Grant Date to such first anniversary.
(b) The Grantee shall have all rights of a shareholder with respect
to the Restricted Shares, including the right to receive dividends and the right
to vote such Shares, subject to the following restrictions:
(i) the Grantee shall not be entitled to delivery of the
stock certificate for any Shares until the expiration of
the Restricted Period as to such Shares;
(ii) none of the Restricted Shares may be sold, assigned,
transferred, pledged, hypothecated or otherwise
encumbered or disposed of during the Restricted Period
as to such Shares; and
(iii) except as otherwise determined by the Board of Directors
at or after the grant of the Award hereunder, any of the
Restricted Shares as to which the Restricted Period has
not expired shall be forfeited, and all rights of the
Grantee to such Shares shall terminate, without further
obligation on the part of the Company, unless the
Grantee continues to serve as a director of the Company
for the entire Restricted Period relating to such
Restricted Shares, as the case may be.
Any Shares, any other securities of the Company and any other
property (except for cash dividends) distributed with respect to the Restricted
Shares shall be subject to the same restrictions, terms and conditions as such
Restricted Shares.
(c) Notwithstanding the foregoing, the Restricted Period shall
automatically terminate as to all Restricted Shares awarded hereunder (as to
which such Restricted Period has not previously terminated) upon the occurrence
of the following events:
(i) termination of the Grantee's service as a director of
the Company which results from the Grantee's death or
Disability (as defined in the Plan); or
(ii) the occurrence of a Change in Control.
3. Termination of Restrictions. Upon the expiration or termination of the
Restricted Period as to any portion of the Restricted Shares, or at such earlier
time as may be determined by the Board of Directors, all restrictions set forth
in this Agreement or in the Plan relating to such portion of the Restricted
Shares shall lapse as to such portion of the Restricted Shares, and a stock
certificate for the appropriate number of Shares, free of the restrictions and
restrictive stock legend, shall be delivered to the Grantee or the Grantee's
beneficiary or estate, as the case may be, pursuant to the terms of this
Agreement.
4. Delivery of Shares.
(a) As of the date hereof, certificates representing the Restricted
Shares shall be registered in the name of the Grantee and held by the Company or
transferred to a custodian appointed by the Company for the account of the
Grantee
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subject to the terms and conditions of the Plan and shall remain in the custody
of the Company or such custodian until their delivery to the Grantee or
Grantee's beneficiary or estate as set forth in Sections 4(b) and (c) hereof or
their reversion to the Company as set forth in Section 2(b) hereof.
(b) Certificates representing Restricted Shares in respect of which
the Restricted Period has lapsed pursuant to this Agreement shall be delivered
to the Grantee as soon as practicable following the date on which the
restrictions on such Restricted Shares lapse.
(c) Certificates representing Restricted Shares in respect of which
the Restricted Period lapsed upon the Grantee's death shall be delivered to the
executors or administrators of the Grantee's estate as soon as practicable
following the receipt of proof of the Grantee's death satisfactory to the
Company.
(d) Each certificate representing Restricted Shares shall bear a
legend in substantially the following form:
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND
RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PERFORMANCE FOOD
GROUP COMPANY 2003 EQUITY INCENTIVE PLAN (THE "PLAN") AND THE
RESTRICTED SHARE AWARD AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER
OF THE RESTRICTED SHARES REPRESENTED HEREBY AND PERFORMANCE FOOD
GROUP COMPANY (THE "COMPANY"). THE RELEASE OF SUCH SHARES FROM SUCH
TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE
PROVISIONS OF THE PLAN AND THE AGREEMENT, COPIES OF WHICH ARE ON
FILE AT THE COMPANY.
5. Effect of Lapse of Restrictions. To the extent that the Restricted
Period applicable to any Restricted Shares shall have lapsed, the Grantee may
receive, hold, sell or otherwise dispose of such Shares free and clear of the
restrictions imposed under the Plan and this Agreement.
6. Adjustments. The Board of Directors may make adjustments in the terms
and conditions of, and the criteria included in, this Award in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in Section 4.2 of the Plan) affecting the Company, any Subsidiary or
Affiliate, or the financial statements of the Company or any Subsidiary or
Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Board of Directors 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.
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7. Amendment to Award. Subject to the restrictions contained in Section 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
Award, prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination which would
adversely affect the rights of the Grantee or any holder or beneficiary of the
Award shall not to that extent be effective without the consent of the Grantee,
holder or beneficiary affected.
8. Taxes. Grantee shall be responsible for the timely payment of all taxes
imposed upon Grantee as a result of the award and vesting of the Restricted
Shares, whether federal or state.
9. Plan Governs. The Grantee hereby acknowledges receipt of a copy of the
Plan and agrees to be bound by all of 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 Grant 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, XX 00000
Attn: General Counsel
To the Grantee:
The address then maintained with
respect to the Grantee 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. 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 Grantee's legal representatives. All obligations imposed upon
the Grantee and all
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rights granted to the Company under this Agreement shall be binding upon the
Grantee's heirs, executors, administrators and successors.
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 Board
of Directors. Any determination made hereunder shall be final, binding and
conclusive on the Grantee and the Company for all purposes.
[SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, the parties have caused this Restricted Share Award
Agreement to be duly executed effective as of the day and year first above
written.
Performance Food Group Company
By: ______________________________
Grantee:
__________________________________
Please Print
Grantee:
__________________________________
Signature
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