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EXHIBIT 10.1
PERFORMANCE FOOD GROUP COMPANY
SENIOR MANAGEMENT SEVERANCE PLAN
I. PLAN
PURPOSE
Performance Food Group Company (the
"Company") hereby adopts this Senior
Management Severance Plan (the "Plan"). The
purpose of the Plan is to provide
transition and severance benefits, as well
as payments for a non-competition
agreement, to eligible associates solely in
the event of a company-initiated,
non-misconduct separation from the
Company.
II. PLAN
INTERPRETATION
The Plan is intended to be a "top hat"
plan, that is, an unfunded plan
maintained by the Company to provide
transition and severance benefits, as well
as payments for a non-competition
agreement, for a select group of management or
highly compensated employees, as that term
is defined in Title I of the Employee
Retirement Income Security Act of 1974
("ERISA"), and the Plan shall be
interpreted and administered consistent
with the top hat provisions of Title I
of ERISA.
III. PLAN
ELIGIBILITY
An associate who works for (i) the Company
or (ii) any one of the Company's U.S.
based subsidiaries or affiliates which are
participating in this Plan with the
permission of the Plan Administrator (as
defined in Section V below) (any such
entity referred to as an "Employer"), shall
be eligible to participate in the
Plan during such times as the associate
satisfies both of the following:
1. The associate
holds a position with the Employer with a title of
Vice President or Corporate Director or above.
2. The associate
is a member of a "select group of management or
highly compensated
employees", within the meaning of Title I of
ERISA, as determined by the Plan Administrator.
Eligible associates shall commence
participation in the Plan as of the date the
Employer provides the associate with
written notification of the Employer's
intent to initiate the termination of the
associate's employment based on
factors other than termination for Cause
(as defined herein).
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IV. PLAN
SPECIFICS
Eligible associates who have been provided
with the notice of termination as
specified in Article III above (hereafter
referred to as "Participant(s)") may
be offered pursuant to this Plan:
1.
Transition Pay
Eligible Participants may be granted a
transition period at the discretion of
the Plan Administrator (the "Transition
Period") during which they will remain
employed by the Employer and will be
eligible to receive their then-current base
salary compensation and benefits to assist
with the transition of
responsibilities. The Transition Period
will commence on the date stated as the
Transition Period start date in the written
notification by the Employer to the
Participant of the intent to sever the
employment relationship. The Transition
Period will be calculated on a calendar
year basis (365/366 days), inclusive of
the date stated in the written notification
according to the schedule set forth
below.
If the Plan Administrator grants a
Participant a Transition Period, the
Participant will be entitled to Transition
Pay for the period set forth in the
table below based on the Eligible
Participant's title immediately prior to the
commencement of the Transition Period and
may be provided with office space at
the discretion of PFG management.
Transition Period (Weeks)
<TABLE>
<CAPTION>
less than more
than or
more than
5 Yrs
equal to 5 Yrs 10 Yrs
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<C>
<C>
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<C>
Tier 5
Currently including titles of OPCO Level CFO,
4 weeks 8 weeks
12
weeks
SVP, EVP and VP Corp. Level Functional Directors
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Tier 4
Currently including titles of OPCO/Branch
8 weeks
12 weeks
18
weeks
Presidents, Plant and General Managers, Division
Level VP, and Regional CFO
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Tier 3
Currently including titles of Corporate VP, Corp. 8 weeks
12 weeks
18
weeks
Treasurer, Corp. Controller, Division Level EVP,
SVP and CFO, and Division VP
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Tier 2
Currently including titles of Division President 8 weeks
12 weeks
18
weeks
and CEOs, and Corporate Level SVP
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Tier 1
Currently including titles of Chief Executive
8 weeks 12 weeks
18
weeks
Officer, President, and COO
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The Participant's continued employment
during the Transition Period and receipt
of transition payments are contingent upon
his/her execution of a Transition
Confidentiality and Non-Compete Agreement
and General Release (hereafter
"Transition Agreement") covering all
claims, known or unknown, arising from the
date of hire through the commencement of
the Transition Period.
2
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2.
Severance Pay
After receiving his/her regular ongoing
base salary compensation and benefits
during the Transition Period if granted by
the Plan Administrator, the
Participant will, if qualified, receive
severance payments (subject to
applicable withholdings) on their regular
payroll basis based on his/her: (a)
base salary as of the commencement of the
Transition Period or termination date,
as applicable, (b) position, and (c) years
of service with the Employer
according to the following schedule
("Seve
