Ex-10.6



 





EXHIBIT 10.6




PERFORMANCE FOOD GROUP COMPANY




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Effective July 1, 2004




As Amended and Restated



Effective January 1, 2007




 









 








THE PERFORMANCE FOOD GROUP COMPANY




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




     This Performance Food Group Company Supplemental Executive Retirement Plan (the “Plan”) is
hereby established by Performance Food Group Company (the “Company”) in accordance with the terms
set forth below effective January 1, 2004.



     WHEREAS, the Company maintains a qualified retirement plan for the benefit of its employees;
and



     WHEREAS, various qualified plan requirements apply to limit the benefits that may be provided
to highly compensated employees of the Company under the qualified plan; and



     WHEREAS, in recognition of the qualified plan limits, the Company desires to establish a
supplemental nonqualified retirement plan for certain executive employees of the Company; and



     WHEREAS, the Company believes that such a plan will assist greatly in attracting and retaining
highly qualified and well motivated executives; and



     WHEREAS, the employees benefiting under the Plan shall be members of a select group of
management or highly compensated employees as selected by the Board of Directors of the Company.



     NOW THEREFORE, the Plan is established subject to the terms and conditions below.



ARTICLE I




OBJECTIVES AND DEFINITIONS




1.01 Purpose of the Plan.




     The Plan is established for the purpose of providing supplemental nonqualified retirement
benefits for certain management or highly compensated employees of the Company within the meaning
of Section 201(2), 301(a)(3) and 401(a)(1) of Title I of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”). The Plan shall also be treated as an unfunded, unsecured
deferred compensation plan for purposes of Sections 83, 451 and 402 of the Internal Revenue Code of
1986, as amended (the “Code”). It is intended that the Plan will assist in attracting and
retaining qualified individuals to serve as officers and managers of the Company. Effective
January 1, 2005, the Plan is amended to conform to the requirements of Section 409A of the Code.



 









 





1.02 Defined Terms.




     As used herein, unless the context requires otherwise the terms below shall have the following
definitions:




“Account Balance” has the meaning set forth in Section 3.02




“Annual Compensation” means the Participant’s annual base compensation, plus any and all
bonuses or commissions earned, including any pre-tax deferrals, earned in a Plan Year.




“Beneficiary” has the meaning set forth in Section 7.01.




“Board of Directors” means the Board of Directors of the Company.




“Cause” means (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
Committee 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. Any determination of Cause for purposes of the Plan or any Award
shall be made by the Committee in its sole discretion. Any such determination shall be
final and binding on a Participant.




“Change in Control” means the occurrence of any of the following:




	 	(i)	 	any person or entity, including a “group” as defined in
Section 13(d)(3) of the Exchange Act, other than the Company or a wholly-owned
subsidiary thereof or any employee benefit plan of the Company or any of its
Subsidiaries, becomes the beneficial owner of the Company’s securities having
35% or more of the combined voting power of the then outstanding securities of
the Company that may be cast for the election of directors of the Company
(other than as a result of an issuance of securities initiated by the Company
in the ordinary course of business); or
	 
	 	(ii)	 	as the result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sales of assets or




 









 






	 	 	 	contested election, or any combination of the foregoing transactions, less
than a majority of the combined voting power of the then outstanding
securities of the Company or any successor company or entity entitled to
vote generally in the election of the directors of the Company or such
other corporation or entity after such transaction are held in the
aggregate by the holders of the Company’s securities entitled to vote
generally in the election of directors of the Company immediately prior to
such transactions; or
	 
	 	(iii)	 	during any period of two consecutive years, individuals who
at the beginning of any such period constitute the Board cease for any reason
to constitute at least a majority thereof, unless the election, or the
nomination for election by the Company’s shareholders, of each director of the
Company first elected during such period was approved by a vote of at least
two-thirds of the directors of the Company then still in office who were
directors of the Company at the beginning of any such period.






“Code” means the Internal Revenue Code of 1986, as amended.




“Committee” means the Compensation Committee of the Company’s Board of Directors.




“Company” means Performance Food Group Company, designated subsidiaries, and successors
thereto.




“Company Contribution” means the sum of the “Floor Contribution” and “Performance
Contribution” described in Section 3.03 which are deemed to be contributed and credited to
a Participant’s account.




“Credited Service” means the whole years of service measured by the Plan Year, determined
by the Company, from a Participant’s date of hire.




“Delayed Retirement Date” means the end of the month following the Participant’s
65th birthday as of which he elects to retire.




“Disability Date” means the date the Participant is determined to be Permanently Disabled.
Notwithstanding the provisions of Article V, a Participant shall be fully vested upon his
Disability Date.




“Early Retirement Date” means the last day of the month that is the earlier of: (i)
attainment of age 55 with at least 20 Years of Credited Service, or (ii) attainment of age
59 1/2 with at least 15 Years of Credited Service, or (iii) attainment of age 62 with at
least 10 Years of Credited Service.



 









 






“Enrollment Date” means the date chosen and approved by the Committee as the Participant’s
participation date in the Plan.




“Floor Contribution” means the amount determined in Section 3.03




“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.




“Normal Retirement Benefit” means the benefit described in Section 3.02.




“Normal Retirement Date” means the last day of the month of a Participant’s 65th
birthday.




“Participant” means a member of senior management who has been selected by the Committee to
participate in the Plan and who has not been removed therefrom, pursuant to Article II.




“Permanently Disabled” means disability within the meaning of the Performance Food Group
Company Long-Term Disability Plan that covers a Participant.




“Plan” means the Supplemental Executive Retirement Plan of Performance Food Group Company
as set forth in this instrument, as it may be amended from time to time.




“Plan Year” means the fiscal year of the Company.




“Potential Change in Control” means any of the following events:




	 	(i)	 	The approval by the shareholders of the Company of an
agreement by the Company, the consummation of which would result in a Change
in Control of the Company; or
	 
	 	(ii)	 	The acquisition of beneficial ownership, directly or
indirectly, by any entity, person or group (other than the Company or a
Subsidiary or any Company employee benefit plan (including any trustee of such
plan acting as such trustee)) of securities of the Company representing 5% or
more of the combined voting power of the Company’s outstanding securities and
the adoption by the Committee of a resolution to the effect that a Potential
Change in Control of the Company has occurred for purposes of this Plan.






“Retirement Benefit” means the Participant’s benefit as determined under Section 3.02.



 









 






“Retirement Date” means the date the Participant actually terminates employment with the
Company as a result of Early, Normal, Disability or Deferred Retirement.



ARTICLE II




PARTICIPATION




2.01 Plan Participation.





     (a) Eligibility to Participate – Participation in the Plan shall be limited to
members of Senior Management of the Company who are specifically designated for
participation by the Committee. In selecting individuals for participation in the Plan,
the Committee shall have sole, absolute and complete discretion, and such selection shall
be in recognition of past performances and/or expected future performance. The Committee
shall inform each Participant of his designation as a Participant.




     (b) Removal From Participation – The Committee shall have sole, absolute and
complete discretion to remove a Participant from the Plan. Upon removal, the Participant
shall not be eligible for additional Company Contributions but shall be credited with any
additional Years of Credited Service, if any, during his continued employment with the
Company. A Participant who has been removed from participation shall be entitled to
receive a distribution of the vested portion of his Account, if any, in accordance with
Section 6.01(d).



ARTICLE III




RETIREMENT BENEFITS




3.01 Retirement Benefit.




     Participant who continues employment with the Company until his Early, Normal, Disability or
Delayed Retirement Date shall receive the benefit determined according to Section 3.02.



3.02 Determination of Benefit.




     The amount of the benefit payable to a Participant, under this Plan shall be determined based
on the Account Balance for each Participant. The Account Balance at any time will be valued as
follows:




     (a) Each Participant in the Plan will have an Account established upon his behalf.



 









 






     (b) The Account will be increased by an amount of any Company Contribution, determined
under Section 3.03, that may be provided from time to time.




     (c) The Interest Crediting Rate for any Plan Year, determined by the Committee, will
also increase the Account Balance. Appendix I provides the Interest Crediting Rate for the
Plan Year.




     (d) The amount of the benefit payable will be based upon the Account Balance after
application of the vesting rules determined under Section 4.01.



3.03 Determination of Company Contribution.




     The amount of Company Contribution may take the following forms, as determined by the
Committee, as follows:




     (a) Floor Contribution – Effective for contributions credited for periods through
December 30, 2006, an amount equal to five percent (5%) of each Participant’s Annual
Compensation. Effective for contributions credited for periods beginning on or after
December 31, 2006, the Company will no longer make a Floor Contribution to the Plan.




     (b) Performance Contribution – an amount equal to a specific percentage of each
Participant’s Annual Compensation, based on progress towards the Performance Target.
Appendix II details the Performance Target that is in effect for the Plan Year and the
amount of the Performance Contribution that may be earned by each Participant for meeting
the required Performance Target.



3.04 Last Day Rule.




     No Contribution shall be made on behalf of a Participant who is not an employee as of December
31 of the Plan Year for which the Contribution is to be made.



ARTICLE IV




PRE-RETIREMENT DEATH BENEFIT




4.01 Active Participant.




     If a Participant dies while actively employed by the Company, his Account shall become fully
vested, and his Beneficiary shall receive the benefit determined under Section 3.02.



 









 





ARTICLE V




VESTING




5.01 Vesting Retirement Benefits.




     Subject to the provisions of Section 5.02 regarding vesting upon a Change of Control and the
provisions of Article VIII regarding forfeiture of benefits, a Participant shall acquire a 100%
non-forfeitable interest in his unfunded and unsecured right to receive his Retirement Benefit
determined under Section 3.02 of the Plan when the Participant completed at least six Years of
Credited Service.



     If a Participant terminates employment prior to completing six Years of Credited Service
under this Plan, the following schedule will apply with regard to Company Contributions credited
for periods through December 30, 2006:



	 	 	 	 	 
	Years of Service	 	Vested percentage
	Less than two
	 	 	0	%
	More than two, but less than three
	 	 	20	%
	More than three, but less than four
	 	 	40	%
	More than four, but less than five
	 	 	60	%
	More than five, but less than six
	 	 	80	%
	More than six
	 	 	100	%






     If a Participant terminates employment prior to completing ten Years of Credited Service under
this Plan, the following schedule will apply with regard to Company contributions credited on or
after December 31, 2006:



	 	 	 	 	 
	Years of Service	 	Vested percentage
	Less than five
	 	 	0	%
	Five but less than six
	 	 	50	%
	Six but less than seven
	 	 	60	%
	Seven but less than eight
	 	 	70	%
	Eight but less than nine
	 	 	80	%
	Nine but less than ten
	 	 	90	%
	Ten or more
	 	 	100	%





Any non-vested portion of his Account shall be forfeited.




 









 








5.02 Change in Control.




     Upon (i) a Change in Control or (ii) a Potential Change in Control (but only if and to the
extent determined by the Committee), all Retirement Benefits provided under Section 3.02 shall
become fully vested.



ARTICLE VI




BENEFIT COMMENCEMENT AND PAYMENT OPTIONS




6.01 Benefit Commencement.




     (a) Effective January 1, 2007, payment of the Normal Retirement Benefit, Early Retirement
Benefit and Delayed Retirement Benefit shall commence sixty (60) days after the Participant’s
Normal Retirement Date, Early Retirement Date or Delayed Retirement Date or as soon thereafter as
is practicable; provided that such payment must be made by the later of (i) December 31 of the
calendar year in which payment was scheduled or (ii) the 15th day of the third month
following the scheduled payment date, or (iii) if the Participant is a Key Employee on his or her
Normal Retirement Date, Early Retirement Date or Delayed Retirement Date, the later of (A) sixty
(60) days following January 1 following his Normal Retirement Date, Early Retirement Date or
Delayed Retirement Date termination or (B) the first day of the month following the six-month
anniversary of the Participant’s Normal Retirement Date, Early Retirement Date or Delayed
Retirement Date.



     (b) Effective January 1, 2007, payment of the Disability Retirement Benefit shall commence
sixty (60) days after the Participant’s Disability Retirement Date or as soon thereafter as is
practicable; provided that such payment must be made by the later of (i) December 31 of the
calendar year in which payment was scheduled or (ii) the 15th day of the third month
following the scheduled payment date.



     (c) Effective January 1, 2007, payment of the Pre-Retirement Death Benefits shall commence
sixty (60) days after the Participant’s date of death or as soon thereafter as is practicable;
provided that such payment must be made by the later of (i) December 31 of the calendar year in
which payment was scheduled or (ii) the 15th day of the third month following the
scheduled payment date. If no beneficiary is designated, the death benefit shall be paid to his
estate.



     (d) Effective January 1, 2007, payment of the vested portion of the Account of a Participant
who was removed from participation or who terminates employment prior to reaching his Retirement
Date shall commence sixty (60) days after what would have been the Participant’s Normal Retirement
Date under the Plan or as soon thereafter as is practicable; provided that such payment must be
made by the later of (i) December 31 of the calendar year in which payment was scheduled or (ii)
the 15th day of the third month following the scheduled payment date, or (iii) if the
Participant is a Key Employee on his



 









 







date of termination, the later of (A) sixty (60) days following January 1 following what would
have been the Participant’s Normal Retirement Date under the Plan or (B) the first day of the month
following the six-month anniversary of what would have been the Participant’s Normal Retirement
Date under the Plan.



     (e) Except as provided in Treasury Regulations, no acceleration in the time or schedule of any
payment or amount scheduled to be paid from the Participant’s Account is permitted.



     (f) For purposes of this Plan section, Key Employee means a Participant who, as of December 31
of any Plan Year, satisfies the requirements of Section 416(i) of the Code without regard to
Section 416(i)(5) of the Code with such Participant being considered a Key Employee for purposes of
the Plan for the 12-month period commencing on the next following April 1.



     6.02 Form of Benefit Payment.



     Benefits shall be payable in the form of a lump-sum distribution.



ARTICLE VII




BENEFICIARY




7.01 Beneficiary.




     A Participant’s Beneficiary shall be the person last designated as such in writing, filed by
the Participant and on record with the Company with respect to this Plan. A Participant may
change or amend such Beneficiary designation at any time by filing a new written designation. If
no Beneficiary designation is in force at the Participant’s death, or the designated Beneficiary
has predeceased the Participant, then the Participant’s Beneficiary shall be his surviving spouse,
or if none, his estate.



ARTICLE VIII




FORFEITURES




8.01 Forfeiture for Cause.




     Notwithstanding any other provisions in the Plan, a Participant shall forfeit his entire
interest in the Plan if he is (i) dismissed for Cause (or is permitted to resign or retire in lieu
of dismissal) or (ii) separates from service and becomes employed within one year after separation
from service with an entity that is deemed to be in competition with the Company.



 









 





ARTICLE IX




ADMINISTRATION




9.01 Administrator.




     The Committee shall have complete authority to take any steps the Committee, in its sole
discretion, deems necessary or appropriate to carry out the purposes of the Plan. The Committee
shall have sole, absolute and complete discretion to interpret the provisions of the Plan as they
apply to particular facts and circumstances. Without limiting the generality of the foregoing, the
Committee may prescribe interpretive rules, procedures and forms for the administration of the
Plan. In addition, the Committee in its sole discretion may delegate ministerial duties with
respect to the administration of the Plan to employees of the Company or to third parties.



9.02 Claims-Procedure.




     (a) All claims for benefits shall be in writing in a form satisfactory to the Committee.



     (b) If the Committee wholly or partially denies a Participant’s or Beneficiary’s claim for
benefits, the Committee shall within ninety (90) days after the Plan’s receipt of the claim give
the claimant written notice setting forth in understandable language:




     (i) the specific reason(s) for the denial;




     (ii) specific reference to pertinent Plan provisions on which the denial is based;




     (iii) a description of any additional material or information which must be submitted
to perfect the claim, and an explanation of why such material or information is necessary;
and




     (iv) an explanation of the Plan’s review procedure.




The claimant shall have sixty (60) days after the day on which such
written notice of denial is handed or mailed to him, in which to apply (in
person or by authorized representative) to the Vice President, Human
Resources in writing for a full and fair review of the denial of his
claim. In connection with such review, the claimant (or his
representative) shall be afforded reasonable opportunity to review
pertinent documents, and may submit issues and comments in writing.



 









 






The Committee shall issue its decision on review promptly and within sixty
(60) days after the Plan’s receipt of the request for review, unless
special circumstances require an extension to not later than one hundred
twenty (120) days after receipt of the request for review. (Written
notice of any such extension shall be furnished to the claimant before the
commencement of such extension). The decision shall be in writing and
shall in understandable language set forth specific reasons for the
decision and specific references to pertinent Plan provisions on which the
decision is based.



9.03. Omnibus Provision.




     (a) Any benefit, payment or other right provided by the Plan shall be provided or made in a
manner, and at such time, in such form and subject to such election procedures (if any), as
complies with the applicable requirements of Section 409A of the Code to avoid a plan failure
described in Section 409A(a)(1) of the Code, including without limitation, deferring payment until
the occurrence of a specified payment event described in Section 409A(a)(2) of the Code.
Notwithstanding any other provision hereof or document pertaining hereto, the Plan shall be so
construed and interpreted to meet the applicable requirements of Section 409A of the Code to avoid
a plan failure described in Section 409A(a)(1) of the Code.



     (b) It is specifically intended that all elections, consents and modifications thereto under
the Plan will comply with the requirements of Section 409A of the Code (including any transition or
grandfather rules thereunder). The Employer is authorized to adopt rules or regulations deemed
necessary or appropriate in connection therewith to anticipate and/or comply with the requirements
of Section 409A of the Code (including any transition or grandfather rules thereunder) and to
declare any election, consent or modification thereto void if non-compliant with Section 409A of
the Code.



ARTICLE X




AMENDMENT AND TERMINATION




10.01 Amendment.




     Except as provided below, the Committee shall have full authority to amend the Plan
prospectively or retroactively in any respect without the consent of any Participant or
Beneficiary. However, the Plan may not be amended to affect adversely benefits due to Participants
who are fully or partially vested in accordance with Section 5.01. For purposes of this Plan,
benefits earned and vested to the date of any such amendment shall be calculated as if the Plan
were terminated on the date of such amendment.



 









 





10.02 Termination.




     The Committee, in its sole, absolute and complete discretion, may discontinue and terminate
the Plan at any time without the consent of any Participant or Beneficiary, who shall have no
further right to benefits under the Plan; provided, however, that such action shall not adversely
affect benefits due to Participants who are fully or partially vested in accordance with Section
5.01 as the date of such termination.



ARTICLE XI




MISCELLANEOUS




11.01 Effect on Employment Rights.




     Nothing contained in this Plan shall be deemed to give any Participant or employee the right
to be retained in the service of the Company or to interfere with the right of the Company to
discharge any Participant or employee at any time regardless of the effect which such discharge
shall have upon him as a Participant in the Plan.



11.02 Plan Unfunded.




     Benefits under the Plan are unfunded and unsecured. The rights of a Participant or
Beneficiary shall be solely those of any unsecured general creditor of the Company. Should the
Company choose to invest in insurance contracts or other specific assets with a view towards
providing an informal source of funds to pay benefits hereunder, any such asset shall be held in
the Company’s name and shall be subject to the claims of its general creditors, and no Participant
shall have any special claim or lien on any such asset. No trust or security interest is intended
to be created by this document.



11.03 No Salary Reduction.




     The Plan does not involve a reduction in salary for the Participant or the foregoing of an
increase in future salary by the Participant.



11.04 Retired Participant Not an Employee.




     A retired Participant shall not be considered an employee for any purpose under the law.



11.05 Non-Alienation.




     Except insofar as this provision may be contrary to applicable law, no sale, transfer,
alienation, assignment, pledge, collateralization, or attachment of any benefits under this Plan
shall be valid or recognized by the Committee.



 









 





11.06 Construction of the Plan.




     For the purposes of the Plan, the singular shall include the plural and vice versa; and the
use of any gender shall include all genders.



11.07 Binding on Successors.




     This Plan shall be binding upon and inure to the benefit of the Company, its successors and
each Participant and his heirs, executors, administrators and legal representatives.



11.08 Governing Law.




     This Plan shall be governed by the laws of the Commonwealth of Virginia. This Plan is solely
between the Company and the Participant. The Participant and his or her Beneficiary shall have
recourse only against the Company for enforcement of the Plan.



     This instrument is executed on                     , 2007, as amended and restated effective as of January 1, 2007.



PERFORMANCE FOOD GROUP COMPANY


 

 


 









 








APPENDIX I




INTEREST CREDITING RATE





The initial Interest Crediting Rate under Section 3.02 of the Plan will be eight percent
(8%). The Committee will utilize this Interest Crediting Rate for the initial Plan Year.
The Interest Crediting Rate will continue at this rate until amended by the Committee at
any time during a subsequent Plan Year.



 









 





APPENDIX II




PERFORMANCE TARGET, PERFORMANCE CONTRIBUTION AND

 MAXIMUM COMPANY CONTRIBUTION




Performance Target:



The following Performance Target will be utilized for the Plan Year beginning January 2004 and will
continue for subsequent Plan Years until amended by the Committee. The term “Performance Target”
is defined as the consolidated earnings for the Company before interest and taxes as budgeted and
approved by the Board for the Plan Year.




Performance Contribution:



Effective for Performance Contributions credited for periods through December 30, 2006, for every
1% over 95% of the Performance Target, an additional 1% of Annual Compensation will be credited by
the Company to each Eligible Participant’s Account. The maximum Performance Contribution shall be
15% of Annual Compensation (which will occur when 110% or more of the Performance Target is
achieved).



Effective for Performance Contributions credited for periods beginning on or after December 31,
2006, for every 1% over 95% of the Performance Target (up to 100% of the Performance Target), an
additional 2% of Annual Compensation will be credited by the Company to each Eligible Participant’s
Account, and for every 1% over 100% of the Performance Target (up to 110% of the Performance
Target), an additional 1% of Annual Compensation will be credited by the Company to each Eligible
Participant’s Account. The maximum Performance Contribution shall be 20% of Annual Compensation
(which will occur when 110% or more of the Performance Target is achieved).




Maximum Company Contribution:


For any Plan year, the maximum Company Contribution shall be 20% of Annual Compensation.