PERFORMANCE FOOD GROUP EMPLOYEE STOCK PURCHASE PLAN

EXHIBIT 10.1

PERFORMANCE FOOD GROUP
EMPLOYEE STOCK PURCHASE PLAN

Effective January 1, 1994

TABLE OF CONTENTS

						Page
Article I				INTRODUCTION			3
		1.1		Establishment and Restatement of Plan			3
		1.2		Purpose			3
		1.3		Qualification			3
		1.4		Rule 16b-3 Compliance			4
Article II				DEFINITIONS			5
		2.1		Board of Directors			5
		2.2		Closing Market Price			5
		2.3		Code			5
		2.4		Commencement Date			5
		2.5		Compensation			5
		2.6		Contribution Account			5
		2.7		Effective Date			5
		2.8		Employee			5
		2.9		Employer			6
		2.10		Exercise Date			6
		2.11		Exercise Price			6
		2.12		Five-Percent Shareholder			6
		2.13		Grant Date			6
		2.14		NASDAQ			6
		2.15		Option Period			6
		2.16		Participant			6
		2.17		Plan			6
		2.18		Plan Administrator			6
		2.19		Statutory Insider			6
		2.20		Stock			6
		2.21		Subsidiary			7
Article III				SHAREHOLDER APPROVAL			8
		3.1		Shareholder Approval Required			8
Article IV				ELIGIBILITY AND PARTICIPATION			9
		4.1		Conditions of Eligibility			9
		4.2		Application for Participation			9
		4.3		Date of Participation			9
		4.4		Acquisition or Creation of Subsidiary			9
Article V				CONTRIBUTION ACCOUNT			10
		5.1		Employee Contributions			10
		5.2		Modification of Contribution Rate			10

						Page
		5.3		Withdrawal of Contributions			10
		5.4		Lump Sum Contributions			11
		5.5		Limitation on Contributions			11
Article VI				ISSUANCE AND EXERCISE OF OPTIONS			12
		6.1		Reserved Shares of Stock			12
		6.2		Issuance of Options			12
		6.3		Determination of Exercise Price			12
		6.4		Purchase of Stock			12
		6.5		Terms of Options			13
		6.6		Limitations on Options			13
		6.7		Pro-Rata Reduction of Optioned Stock			13
		6.8		State Securities Laws			13
Article VII				TERMINATION OF PARTICIPATION			14
		7.1		Termination of Employment			14
		7.2		Death			14
		7.3		Retirement			14
		7.4		Disability			14
Article VIII				OWNERSHIP OF STOCK			15
		8.1		Stock Certificates			15
		8.2		Premature Sale of Stock			15
Article IX				ADMINISTRATION AND AMENDMENT			16
		9.1		Administration			16
		9.2		Amendment			16
Article X				MISCELLANEOUS			17
		10.1		Expenses			17
		10.2		No Contract of Deployment			17
		10.3		Adjustment Upon Changes in Stock			17
		10.4		Employer's Rights			17
		10.5		Limit on Liability			17
		10.6		Gender and Number			18
		10.7		Governing Law			18
		10.8		Readings			18
		10.9		Severability			18

Article I
INTRODUCTION

     Performance Food Group Company, a Tennessee corporation (“PFG” or the “Company”) with principal offices located in Richmond, Virginia, has adopted the Performance Food Group Employee Stock Purchase Plan (the “Plan”) for its eligible employees, effective on January 1, 1994. The Plan was approved by the shareholders of PFG within twelve (12) months of its adoption by the Board of Directors. PFG has subsequently amended the Plan from time to time since that date. PFG originally reserved one hundred thousand (100,000) shares of Stock for issuance upon exercise of the options granted under the Plan. The shareholders of PFG approved an increase in the number of reserved shares to one hundred seventy-five thousand (175,000) shares. The number of reserved shares was subsequently increased to two hundred sixty-two thousand five hundred (262,500) pursuant to a 3 for 2 stock split; to three hundred sixty-two thousand five hundred (362,500) by shareholder approval on April 29, 1998; to six hundred and twelve thousand five hundred (612,500) shares by shareholder approval on May 2, 2001; to one million, seven hundred and twenty-five thousand (1,725,000) shares by shareholder approval on May 15, 2002; and to two million, four hundred and seventy five thousand (2,475,000) shares by shareholder approval on May 19, 2004.

     PFG has further amended the Plan, effective for the purchase period that ends January 14, 2007, to lower the maximum purchase amount to $10,000 in fair market value of Company stock from the current limit of $25,000 in fair market value of Company stock; and to eliminate the look-back feature for purchase price determination so that the price would be determined using a 15% discount from the closing price on the last day of the option period.

     Pursuant to Section 9.2, PFG hereby restates the Plan, effective January 1, 2007, with such restatement being applicable to all Participants’ elections to purchase Stock under the Plan in effect on such date.

     The purpose of this Plan is to provide an opportunity for eligible employees of the Employer to become shareholders in PFG. It is believed that broad-based employee participation in the ownership of the business will help to achieve the unity of purpose conducive to the continued growth of the Employer and to the mutual benefit of its employees and shareholders.

     This Plan is intended to be an employee stock purchase plan which qualifies for favorable Federal income tax treatment under Section 423 of the Code.

     This Plan is intended to comply with Rule 16b-3 under the Securities Exchange Act of 1934, and should be interpreted in accordance therewith.

Article II
DEFINITIONS

     As used herein, the following words and phrases shall have the meanings specified below:

2.1 Board of Directors : The Board of Directors of Performance Food Group Company.

2.2 Closing Market Price : The last sale price of the Stock as reported in the NASDAQ Global Select Market System or such other exchange or market as the Stock may then be listed on the date specified; or if no sales occurred on such day, at the mean between the closing “bid” and “asked” prices on such day; but if there should be any material alteration in the present system of reporting sales prices of such Stock, or if such Stock should no longer be listed on the NASDAQ Global Select Market System, the market value of the Stock as of a particular date shall be determined in such a method as shall be specified by the Plan Administrator.

2.3 Code : The Internal Revenue Code of 1986, as amended from time to time.

2.4 Commencement Date : Effective July 15, 2000, the first day of each Option Period. Commencement Dates shall be each January 15 and July 15.

2.5 Compensation : All amounts paid to a Participant (as shown on the Form W-2 filed for federal income tax purposes), such as salary, bonus, commissions, wage and overtime payments, but excluding (even if includable in gross income) moving expense reimbursements, automobile allowances, travel allowances and other fringe benefits (cash or noncash). Compensation shall not include any contribution made by the Employer to any pension plan, employee stock ownership plan, medical plan, insurance plan or other employee benefit plan maintained for the benefit of the Participant, except that Compensation shall include any salary reduction or other elective contribution to either the Performance Food Group Company Employee Savings and Stock Ownership Plan or to a cafeteria plan under Section 125 of the Code.

2.6 Contribution Account : The account established on behalf of a Participant to which shall be credited the amount of the Participant’s contribution, pursuant to Article V.

2.7 Effective Date : The Plan was originally effective January 1, 1994. This restatement of the Plan is effective January 1, 2007.

2.8 Employee : Each employee of an Employer except:

     (i) any employee whose customary employment is twenty (20) hours per week or less, or

     (ii) any employee whose customary employment is for not more than five months in any calendar year.

2.9 Employer : Performance Food Group Company and any corporation which is a Subsidiary of PFG (except for a Subsidiary which by resolutions of the Board of Directors is expressly not authorized to become a participating Employer). The term “Employer” shall include any corporation into which an Employer may be merged or consolidated or to which all or substantially all of its assets may be transferred, provided such corporation does not affirmatively disavow this Plan.

2.10 Exercise Date : The last trading date of each Option Period on the NASDAQ Global Select Market System.

2.11 Exercise Price : The price per share of the Stock to be charged to Participants at the Exercise Date, as determined in Section 6.3.

2.12 Five-Percent Shareholder : An Employee who owns five percent (5%) or more of the total combined voting power or value of all classes of stock of PFG or any Subsidiary thereof. In determining this five percent test, shares of stock which the Employee may purchase under outstanding options, as well as stock attributed to the Employee under Section 424(d) of the Code, shall be treated as stock owned by the Employee in the numerator, but shares of stock which may be issued under options shall not be counted in the total of outstanding shares in the denominator.

2.13 Grant Date : The first trading date of each Option Period on the NASDAQ Global Select Market.

2.14 NASDAQ : The National Association of Securities Dealers Automated Quotation System.

2.15 Option Period : Effective July 15, 2000, successive periods of six (6) months (i) commencing on January 15 and ending on July 14 and (ii) commencing on July l5 and ending on January 14; provided, however, that the Option Period commencing on January 1, 2000, shall end on July 14, 2000.

2.16 Participant : Any Employee of an Employer who has met the conditions for eligibility as provided in Article IV and who has elected to participate in the Plan.

2.17 Plan : Performance Food Group Employee Stock Purchase Plan.

2.18 Plan Administrator : The committee composed of one or more individuals to whom authority is delegated by the Board of Directors to administer the Plan. The initial committee shall be the Compensation Committee of the Board of Directors.

2.19 Statutory Insider : Any individual subject to Section 16(a) of the Securities Exchange Act of 1934, as amended, and any other person so designated by resolution of the Board of Directors.

2.20 Stock : Those shares of common stock of PFG which are reserved pursuant to Section 6.1 for issuance upon the exercise of options granted under this Plan.

2.21 Subsidiary : Any corporation in an unbroken chain of corporations beginning with PFG each of which (other than the last corporation in the chain) owns stock possessing fifty percent (50%) or more of the combined voting power of all classes of stock in one of the other corporations in such chain.

Article III
SHAREHOLDER APPROVAL

     Without the approval of the shareholders of PFG, no amendment to this Plan shall:

     (i) increase the number of shares reserved under the Plan, other than as provided in Section 10.3;

     (ii) materially increase the benefits accruing to the Statutory Insiders under the Plan;

     (iii) change the method of determining the Exercise Price pursuant to Section 6.3 so that the Exercise Price is reduced for Statutory Insiders, other than as provided in Section 10.3; or

     (iv) make participation in the Plan available to any person who is not an Employee.

     Approval by shareholders must comply with applicable provisions of the corporate charter and bylaws of PFG and with Tennessee law prescribing the method and degree of shareholder approval required for issuance of corporate stock or options.

Article IV
ELIGIBILITY AND PARTICIPATION

     Each Employee shall become eligible to become a Participant on the Commencement Date for each Option Period as provided in Section 4.2 and 4.2. However, no Employee who is a Five-Percent Shareholder shall be eligible to participate in the Plan. Notwithstanding anything to the contrary contained herein, no individual who is not an Employee shall be granted an option to purchase Stock under the Plan.

     Each Employee shall be furnished a summary of the Plan and an enrollment form. If such Employee elects to participate hereunder, he shall complete such form and file it with his Employer no later than five (5) business days prior to the Commencement Date for the Option Period for which the Employee is enrolling. The completed enrollment form shall indicate the amount of Employee contribution authorized by the Employee. If no new enrollment form is filed by a Participant in advance of any Option Period after the initial Option Period, that Participant shall be deemed to have elected to continue to participate with the same contribution previously elected (subject to the limit of 25% of base pay). If any Employee does not elect to participate for any given Option Period, he may elect to participate on any future Commencement Date so long as he continues to meet the eligibility requirements.

     All Employees who elect to participate shall be enrolled in the Plan commencing with the first pay date after the Commencement Date following their submission of the enrollment form. Upon becoming a Participant, the Participant shall be bound by the terms of this Plan, including any amendments whenever made.

     If the stock of a corporation is acquired by PFG or another