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EXHIBIT 10.38
PERFORMANCE FOOD GROUP COMPANY
RESTRICTED SHARE AWARD AGREEMENT
THIS RESTRICTED SHARE AWARD AGREEMENT (this "Agreement") is made
and
entered into as of the 15th day of March,
2005 (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 Committee 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
Committee in its discretion, the
"Restricted Period" for Restricted Shares
granted herein shall expire as to
__________ Restricted Shares awarded
hereunder on the first anniversary of the
Grant Date and as to ______ Restricted
Shares on each of the second and third
anniversaries of the Grant Date (in each
case as such number may be adjusted in
accordance with Section 7 hereof).
(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:
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(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 Committee 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 remains in the continuous employment of
the Company, a Subsidiary or an Affiliate 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 employment with the
Company, a Subsidiary or an Affiliate which results
from the Grantee's death, Disability (as defined in
the Plan) or Retirement (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
Committee, 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 Agr
