Ex-10.3



 





EXHIBIT 10.3




PERFORMANCE FOOD GROUP COMPANY

AMENDED AND RESTATED

SENIOR MANAGEMENT SEVERANCE PLAN




I. PLAN PURPOSE



Performance Food Group Company (the “Company”) hereby adopts this Amended and Restated 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 general release and, in some
instances at the Company’s discretion, 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 pay
grade level of eleven (11) or higher.
	 
	 	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).




 









 





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 based on the number of years of service Participant has
provided to the Employer, and in the Employer’s sole discretion, the number of years of service
provided by Participant to any entity acquired by the Employer.



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 pay grade immediately prior to the commencement of the Transition Period and may be
provided with office space at the discretion of PFG management.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pay Grades	 	< 5 Yrs	 	3 
5 Yrs	 	> 10 yrs
	Grade 11
	 	4 weeks	 	8 weeks	 	12 weeks
	Grade 12
	 	8 weeks	 	12 weeks	 	18 weeks
	Grade 13
	 	8 weeks	 	12 weeks	 	18 weeks
	Grade 14/15
	 	8 weeks	 	12 weeks	 	18 weeks
	Grade 16
	 	8 weeks	 	12 weeks	 	18 weeks





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.




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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) at the Company’s discretion in a lump sum or on their
regular payroll basis based in whole or in part on the following criteria: (a) his or her base
salary as of the commencement of the Transition Period or termination date, as applicable, (b) his
or her pay grade, and (c) his or her years of service with the Employer, and in the Employer’s sole
discretion, his or her years of service provided to any entity acquired by the Employer, according
to the following schedule (“Severance Payment(s)”):




	 	 	 	 	 	 	 	 	 
	Base Salary (Weeks)
	Pay Grade	 	< 2 Yrs	 	2-5 Yrs	 	3  5 Yrs	 	> 10 yrs
	Grade 11

	 	4 weeks
	 	7 weeks
	 	14 weeks
	 	21 weeks
	Grade 12

	 	7 weeks
	 	14 weeks
	 	29 weeks
	 	43 weeks
	Grade 13

	 	14 weeks
	 	29 weeks
	 	50 weeks
	 	71 weeks
	Grade 14/15

	 	17 weeks
	 	34 weeks
	 	60 weeks
	 	83 weeks
	Grade 16

	 	20 weeks
	 	39 weeks
	 	69 weeks
	 	93 weeks





Severance Payments under this Plan and the above schedule will be limited to:





The amount of the Participant’s base salary on a daily basis using 365/366 as the
denominator multiplied by the number of days in the applicable number of weeks within the
above table.




For example, if a Participant was a Grade 12 pay grade with 6 years of service, making
$100,000 per year, she would receive $55,615.91 (which equals the product of (i) 203 days
and (ii) the quotient of (A) 100,000 divided by (B) 365).


The receipt of Severance Payment is conditioned upon the Participant signing the Severance
Agreement and General Release, Post-Transition Agreement and General Release, and Non-Compete
Agreement as applicable (hereafter “Severance Agreement”). The Participant will be presented with
the Severance Agreement at the end of the Transition Period or at the date of Participant’s
termination of employment if no Transition Period is granted.




3. Annual Incentive Plans



The Participant will receive the components of any applicable senior management bonus program
prorated through the commencement of the Transition Period or the date of Participant’s termination
of employment if no Transition Period is granted. This portion of the incentive will be based on
actual payout results. The bonus, if earned, may, at the Company’s discretion, be paid at the time
earned incentives are paid to continuing executive associates or may be paid simultaneously with
the severance payment.




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Following the commencement of the Transition Period, or Participant’s termination of employment if
no Transition Period is granted, eligible Participants will not receive any further opportunity to
participate in any portion of any senior management bonus program for the current or prospective
fiscal year. Additionally, no other incentive plan payments will be made from the senior
management bonus program nor any other incentive plan as part of this Plan. Eligible Participants
will not be entitled to any other benefits following the Transition Period or Participant’s
termination of employment if no Transition Period is granted.




4. Long-Term Incentive Plans



This Plan does not provide any separate terms for the administration and determination of
eligibility or payments under the Company’s long-term incentive plans, including any stock options,
stock appreciation rights or restricted stock. The underlying agreements and the actual provisions
of those long-term plans will govern any payment or vesting.




5. Termination Upon Death



This Plan and any and all benefits provided under this Plan shall continue in the event of the
death of a Participant at any time while receiving benefits under the Plan.




V. ADMINISTRATION



The Company will pay for the benefits provided by this Plan from the general assets of the Company
under the circumstances set forth herein.



This Plan will be administered by the Chief Executive Officer and Chief Human Resources Officer (or
their designees) or the Chairman of the Company’s Compensation Committee in the event that the
Participant is designated by the Board of Directors as a reporting person under Section 16 of the
Securities Exchange Act of 1934, as amended, or in the event that the Chief Human Resources Officer
is involved as a potential participant (hereafter collectively “Plan Administrator”).



The Plan Administrator has complete and sole discretion and authority to interpret the terms of the
Plan and has sole discretion and authority to determine questions of eligibility and amount of
Transition Payments, if any, and Severance Payments and any other benefits contemplated herein, if
any, due under the Plan.



The Company reserves the right to modify and/or discontinue this Plan. Any modification or
termination of the Plan will be communicated to all eligible associates.



In the event a claimant believes he or she is entitled to benefits under the Plan that have not
been provided, the Associate must make a written claim for benefits with the Plan Administrator.
The Plan Administrator will advise the claimant within ninety (90) days of receiving the claim,
whether that claim will be accepted or denied. If denied, the claimant may request that the
decision be reviewed by filing an appeal with the Plan Administrator within sixty (60) days of
receiving the denial of claim. If the appeal is




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denied, the claimant will be given a written explanation of the reasons for the denial within sixty
(60) days of the filing of the claimant’s appeal. In certain circumstances, it may take longer to
make a decision regarding the appeal. If it takes longer than sixty (60) days to make a decision
on the appeal, the claimant will be notified of the need for additional time. In no event will
the additional time exceed one hundred twenty (120) days from receipt of the request for review.
If the claimant disagrees with the final decision on appeal, the claimant may exercise his or her
right to bring legal action.



The Company reserves the right to discontinue payments under this Plan if a Participant is
terminated for Cause (as defined below) during the Transition Period, if any, or if Participant at
any time violates any confidentiality, non-competition, non-solicitation or non-disparagement
agreement between Participant and any Employer, as determined in the Plan Administrator’s sole
discretion. Any such determination shall be final and binding on a Participant. “Cause"  shall
mean (i) a felony conviction of a Participant or the failure of a Participant to contest
prosecution for a felony, (ii) a Participant’s willful misconduct or dishonesty, which is directly
and materially harmful to the business or reputation of the Company or any subsidiary or affiliate,
(iii) the engaging by the Participant in conduct which is demonstrably injurious to the Company,
monetarily or otherwise, (iv) a material failure on the part of a Participant to meet performance
standards or objectives established by the Participant’s supervisor(s), (v) a material breach or
violation of the Company’s employee policies, or (vi) any act, omission or failure to act by the
Participant which the Plan Administrator determines, in its sole discretion, constitutes Cause.
For purposes of this paragraph, no act, or failure to act, on the Participant’s part shall be
considered “willful” unless done, or omitted to be done, by the Participant not in good faith and
without reasonable belief that the Participant’s action or omission was in the best interest of the
Company.




VI. EXCLUSION



This Plan will not provide any benefits in the event of a transaction involving a spinoff,
corporate sale, sale of assets or a legal or organizational restructuring of one or more
subsidiaries, segments or divisions of the Company, including any Employer, or for intercompany
transfers within the Company and its subsidiaries. In the event that a Participant receives
benefits pursuant to an Agreement for Key Executives between the Company and the Participant, the
Participant shall not be entitled to any benefits pursuant to this Plan.




VII. EMPLOYMENT AGREEMENTS



Any Severance Payments payable pursuant to this Plan shall be reduced by any amounts payable
pursuant to an employment or similar agreement between Employer and the Participant upon
Participant’s termination of employment.




VIII. PLAN YEAR



The Plan operates on a calendar year basis until amended or terminated by the Company.




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IX. EFFECT OF SECTION 409A OF THE CODE



It is intended that (1) each installment of the payments provided under this Plan is a
separate “payment” for purposes of Section 409A of the United States Internal Revenue Code
of 1986 (the “Code”), and (2) that the payments satisfy, to the greatest extent possible,
the exemptions from the application of Section 409A provided under of Treasury Regulation
1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding anything to
the contrary in this Plan, if the Company determines (i) that on the date a Participant’s
employment with the Company terminates or at such other time that the Company determines
to be relevant, the Participant is a “specified employee” (as such term is defined under
Section 409A) of the Company and (ii) that any payments to be provided to the Participant
pursuant to this Plan are or may become subject to the additional tax under
Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under
Section 409A of the Code (“Section 409A Taxes”) if provided at the time otherwise required
under this Plan then (A) such payments shall be delayed until the date that is six months
after date of the Participant’s “separation from service” (as such term is defined under
Section 409A of the Code) with the Company, or such shorter period that, as determined by
the Company, is sufficient to avoid the imposition of Section 409A Taxes (the “Payment
Delay Period”) and (B) such payments shall be increased by an amount equal to interest on
such payments for the Payment Delay Period at a rate equal to the prime rate in effect as
of the date the payment was first due (for this purpose, the prime rate will be based on
the rate published from time to time in The Wall Street Journal).”




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AMENDED AND RESTATED

SENIOR MANAGEMENT SEVERANCE PLAN




ATTACHMENT A



The following legal entities or segments have adopted this Plan as an Employer as that term is used
in the Plan for purposes of determining eligibility.




Performance Food Group Company




Customized Distribution




Broadline Distribution





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