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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.
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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
direc
