##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM
10-K/A
 (Amendment
No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 29, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No.: 0-22192
 PERFORMANCE FOOD GROUP COMPANY
  Tennessee
    
    54-0402940(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)12500 West Creek ParkwayRichmond, Virginia
    
    23238(Address of Principal
    
    (Zip Code)Executive Offices)
 
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.01 par value per share
    
    Nasdaq Global Select Market
 
 þ o
 o þ
 þ o
 o
  þ Large accelerated filer
    
    
    
    
    o Accelerated filero  Non-accelerated filer (Do not check if a smaller reporting company)
    
    
    o Smaller Reporting Company
 o þ




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##### 



EXPLANATORY NOTE
     
  Part IIIItem 11. Executive Compensation
    
    
    3Part IVItem 15. Exhibits, Financial Statement Schedules
    
    
    40Ex-31.3 Section 302 Certification of the CEOEx-31.4 Section 302 Certification of the CFO
  2




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##### Table of Contents



Item 11. Executive Compensation.
 EXECUTIVE AND DIRECTOR COMPENSATION
 Compensation Discussion and Analysis
 Overview of Compensation Program and Role of the Compensation Committee
  Goals of the Companys Compensation Policies
  Role of Executive Officers in Compensation Decisions
  3




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##### Table of Contents



Establishing Compensation for Executive Officers
  Arrow Electronics Inc.
    
    Owens & Minor Inc.Avent Inc.
    
    Henry Schein Inc.C.H. Robinson Worldwide Inc.
    
    Supervalu Inc.Genuine Parts Co.
    
    Synnex Corp.Grainger (W.W.) Inc.
    
    Sysco Corp.Ingram Micro Inc.
    
    Tech Data Corp.CNF Inc.
    
    United Stationers Inc.Nash Finch Inc.
    
    YRC Worldwide Inc.
  Components
of 2007 Compensation for Executive Officers
  Base Salary.
 Name
    
    2007 Base Salary(1)
    
    2006 Base Salary(2)Steven L. Spinner
    
    $
    655,000
    
    
    $
    600,000Thomas Hoffman
    
    $
    360,000
    
    
    $
    340,000John D. Austin
    
    $
    353,000
    
    
    $
    340,000Joseph Paterak, Jr.
    
    $
    302,000
    
    
    $
    293,000Joseph J. Traficanti
    
    $
    270,000
    
    
    $
    240,000
 
 (1)
    
    Effective March 1, 2007.(2)
    
    Effective March 1, 2006. Mr. Spinners base salary became effective October 1, 2006, when he
began serving as the Companys Chief Executive Officer. Performance-based cash incentive compensation.
 4




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##### Table of Contents



One-Year Period Ended December 29, 2007
   CashIncentivePayout as aPercentageof BasePerformance measure
    
    Applicable Target
    
    
    SalaryEarnings per
diluted share
excluding, in the
discretion of the
Compensation
Committee, the
impact of
acquisitions,
write-offs from
facility
restructurings and
acts of God as well
as unusual one-time
charges or earnings
    
    $
    1.33
    
    
    
    0
    %$
    1.38
    
    
    
    16
    %$
    1.42
    
    
    
    32
    %$
    1.48
    
    
    
    48
    %Internal sales
    
    $
    5,922,000,000
    
    
    
    0
    %$
    6,111,000,000
    
    
    
    6
    %$
    6,300,000,000
    
    
    
    16
    %$
    6,426,000,000
    
    
    
    26
    %Operating margin
from continuing
operations,
including the
impact of stock
compensation
expense, but
excluding the
impact of any
acquisitions
    
    
    1.31
    %
    
    
    0
    %1.36
    %
    
    
    7
    %1.40
    %
    
    
    11
    %1.44
    %
    
    
    16
    %Return on capital
from continuing
operations
including
restricted share
expense, but
excluding the
impact of any
acquisitions
    
    
    6.00
    %
    
    
    0
    %6.16
    %
    
    
    5
    %6.26
    %
    
    
    9
    %6.36
    %
    
    
    13
    %Ensure satisfactory
completion of key
2007 project-based
objectives
    
    Plan in place but behind schedule somewhat
    
    
    7
    %Plan in place and on schedule
    
    
    12
    %Plan in place and ahead of schedule
    
    
    17
    %
 5




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##### Table of Contents



CashIncentivePayout as aPercentage ofPerformance Measure
    
    Applicable Target
    
    
    Base SalaryEarnings before interest and taxes for the Companys
Customized segment
    
    $
    31,000,000
    
    
    
    0
    %$
    31,400,000
    
    
    
    7
    %$
    31,996,628
    
    
    
    14
    %$
    32,800,000
    
    
    
    21
    %Cumulative revenue from the Companys Customized segment
    
    $
    2,495,000,000
    
    
    
    0
    %$
    2,560,000,000
    
    
    
    6
    %$
    2,619,574,000
    
    
    
    12
    %$
    2,900,000,000
    
    
    
    18
    %Earnings per diluted share excluding, in the discretion
of the Compensation Committee, the impact of
acquisitions, write-offs from facility restructurings
and acts of God as well as unusual one-time charges or
earnings
    
    $
    1.33
    
    
    
    0
    %$
    1.38
    
    
    
    6
    %$
    1.42
    
    
    
    12
    %$
    1.48
    
    
    
    18
    %Customized segments cumulative return on capital
    
    
    16.7
    %
    
    
    0
    %17.3
    %
    
    
    6
    %17.8
    %
    
    
    12
    %18.5
    %
    
    
    18
    %Customized segments earnings before interest and taxes
as a percentage of the Customized segments net sales
    
    
    1.20
    %
    
    
    0
    %1.22
    %
    
    
    4
    %1.24
    %
    
    
    8
    %1.26
    %
    
    
    12
    %Assurance of adequate control environment
    
    No material weaknesses
    
    
    0
    %No significant deficiencies
    
    
    3
    %Service of $200 million of new customer business net of
any loss
    
    By November 15, 2007
    
    
    0
    %By August 30, 2007
    
    
    5
    %By June 30, 2007
    
    
    10
    %By April 30, 2007
    
    
    15
    %Identified
a possible successor chief executive officer for the
Customized segment
    
    By August 30, 2007
    
    
    6
    %By June 30, 2007
    
    
    12
    %By April 30, 2007
    
    
    15
    %
 6




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##### Table of Contents



CashIncentivePayout as aPercentage ofPerformance Measure
    
    Applicable Target
    
    
    Base SalaryEarnings per diluted share excluding, in the
discretion of the Compensation Committee,
the impact of acquisitions, write-offs from
facility restructurings and acts of God as
well as unusual one-time charges or earnings
    
    $
    1.33
    
    
    
    0
    %$
    1.38
    
    
    
    12
    %$
    1.42
    
    
    
    25
    %$
    1.48
    
    
    
    38
    %Return on capital from continuing operations
including restricted share expense, but
excluding the impact of any acquisitions
    
    
    6.00
    %
    
    
    0
    %6.16
    %
    
    
    11
    %6.26
    %
    
    
    25
    %6.36
    %
    
    
    37
    %Ensure effective internal control environment
    
    100% compliance with no significant deficiencies
    
    
    3
    %Attainment of consolidated earned income
objectives, net of programs moved from
affiliated subsidiary of the Company
    
    $
    159,877,000
    
    
    
    0
    %$
    163,684,000
    
    
    
    4
    %$
    176,731,000
    
    
    
    10
    %$
    185,568,000
    
    
    
    14
    %Development of shared services model for
cash application, earned income and accounts
payable
    
    Working model rolled out by the second quarter of 2008
    
    
    3
    %Working model rolled out by the first quarter of 2008
    
    
    7
    %One operating company converted
    
    
    8
    %
  CashIncentivePayout as aPercentage ofPerformance Measure
    
    Applicable Target
    
    
    Base SalaryBroadline segments earnings before
interest and taxes, excluding the
impact of any acquisitions
    
    $
    87,300,000
    
    
    
    0
    %$
    88,200,000
    
    
    
    12
    %$
    89,361,000
    
    
    
    25
    %$
    91,300,000
    
    
    
    35
    %Broadline segments earnings before
interest and taxes (excluding the
impact of any acquisitions) as a
percentage of Broadline segments net
sales
    
    
    2.25
    %
    
    
    0
    %
 7




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##### Table of Contents



CashIncentivePayout as aPercentage ofPerformance Measure
    
    Applicable Target
    
    
    Base Salary2.35
    %
    
    
    5
    %2.40
    %
    
    
    8
    %2.48
    %
    
    
    17
    %Total street sales
    
    $
    0
    
    
    
    0
    %$
    1,650,000,000
    
    
    
    3
    %$
    1,710,934,000
    
    
    
    7
    %$
    1,800,000,000
    
    
    
    11
    %Attainment of consolidated earned
income objectives, net of programs
moved from affiliated subsidiary of
the Company
    
    $
    159,877,000
    
    
    
    0
    %$
    163,684,000
    
    
    
    7
    %$
    176,731,000
    
    
    
    18
    %$
    185,568,000
    
    
    
    21
    %Return on capital from continuing
operations including restricted share
expense, but excluding the impact of
any acquisitions
    
    
    6.00
    %
    
    
    0
    %6.16
    %
    
    
    7
    %6.26
    %
    
    
    11
    %6.36
    %
    
    
    17
    %Earnings per diluted share excluding,
in the discretion of the Compensation
Committee, the impact of
acquisitions, write-offs from
facility restructurings and acts of
God as well as unusual one-time
charges or earnings
    
    $
    1.33
    
    
    
    0
    %$
    1.38
    
    
    
    4
    %$
    1.42
    
    
    
    11
    %$
    1.48
    
    
    
    15
    %
  CashIncentivePayout as aPercentage ofPerformance Measure
    
    Applicable Target
    
    
    Base SalaryAttainment of consolidated earned income
objectives, net of programs moved from
affiliated subsidiary of the Company
    
    $
    159,877,000
    
    
    
    0
    %$
    163,684,000
    
    
    
    4
    %$
    176,731,000
    
    
    
    7
    %$
    185,568,000
    
    
    
    13.5
    %Individual objectives (5% reduction in the
Companys consolidated legal costs,
standardized repository of MUA contracts
that are greater than $5 million annually,
implement a new code of conduct and perform
audit and standardization of supplier
contracts)
    
    subjective
    
    
    3
    %subjective
    
    
    6
    %subjective
    
    
    9
    %Ensure effective internal control environment
    
    No significant deficiencies and 100% compliance
    
    
    3
    %Return on capital from continuing operations
including restricted share expense, but
excluding the impact of any acquisitions
    
    
    6.00
    %
    
    
    0
    %
 8




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CashIncentivePayout as aPercentage ofPerformance Measure
    
    Applicable Target
    
    
    Base Salary6.16
    %
    
    
    9
    %6.26
    %
    
    
    17
    %6.36
    %
    
    
    22
    %Earnings per diluted share
excluding, the
discretion of the Compensation Committee,
the impact of acquisitions, write-offs from
facility restructurings and acts of God as
well as unusual one-time charges or earnings
    
    $
    1.33
    
    
    
    0
    %$
    1.38
    
    
    
    9
    %$
    1.42
    
    
    
    20
    %$
    1.48
    
    
    
    27
    %
 Two-year period ended December 29, 2007
    9




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Long-term equity incentive compensation.
    10




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Stock-Settled StockAppreciation Rights Subject to
    
    
    
    
    
    Number of Time-BasedName
    
    Time-Based Vesting
    
    Grant Price(1)
    
    Vesting Restricted SharesSteven L. Spinner
    
    
    37,800
    
    
    $
    29.46
    
    
    
    9,000Thomas Hoffman
    
    
    10,500
    
    
    $
    29.46
    
    
    
    3,500John D. Austin
    
    
    14,700
    
    
    $
    29.46
    
    
    
    3,500Joseph Paterak, Jr.
    
    
    9,450
    
    
    $
    29.46
    
    
    
    2,250Joseph J. Traficanti
    
    
    8,400
    
    
    $
    29.46
    
    
    
    2,000
 
 (1)
    
    The grant price per share is equal to the fair market value of the Companys common stock on
the date of the grant. Policies with respect to making equity-based awards.
  Retirement Plans
  Employee Savings and Stock Ownership Plan.
 Supplemental Executive Retirement Plan.
 11




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##### Table of Contents




    
    change the contribution formula for contributions credited to a participants
account for the period beginning on or after December 31, 2006 to eliminate the 5% base
contribution and enhance the performance contribution under the SERP so that (1) a 2%
performance contribution would be earned for each 1% of targeted earnings before
interest and taxes achieved between 95% and 100% of the targeted amount, and (2) an
additional 1% contribution would be earned for each 1% of targeted earnings before
interest and taxes achieved in excess of 100% of the targeted amount, up to 110%;
    
    change the vesting schedule for contributions credited for periods beginning on or
after December 31, 2006 such that 50% of such contributions vest after five years of
service, with the remainder vesting 10% per year for each year of service thereafter;
and
    
    change the timing of the payment of benefits under the Plan for participants who
terminate participation or employment prior to retirement at age 65.
  Nonqualified Deferral of Compensation.
 Certain Payments to Named Executive Officers upon Termination of Employment
   12




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Compensation Decisions for 2008
   2008 BaseName
    
    SalarySteven L. Spinner
    
    $
    681,200Thomas Hoffman
    
    $
    374,400John D. Austin
    
    $
    367,120Joseph Paterak, Jr.
    
    $
    314,080Joseph J. Traficanti
    
    $
    280,800
 13




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##### Table of Contents



Steven L. Spinner
    
    $
    315,000John D. Austin
    
    $
    185,000Joseph J. Traficanti
    
    $
    100,000
 Tax and Accounting Implications
 Deductibility of Executive Compensation.
 Nonqualified Deferred Compensation.
 Accounting for Stock-Based Compensation.
 Compensation Committee Report
  Charles E. Adair
    
    Mary C. Doswell
    
    Fred C. Goad, Jr.
    
    Timothy M. Graven
    
    John E. Stokely
  14




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2007 SUMMARY COMPENSATION TABLE
    15




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Change in PensionValue andNon-Equity
    
    NonqualifiedStock
    
    Option
    
    Incentive Plan
    
    DeferredName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Bonus
    
    (1)(2)
    
    (1)(2)
    
    (3)
    
    Earnings(4)
    
    CompensationPosition
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    (5) ($)
    
    Total ($)Steven L. Spinner 
Chief Executive
Officer (6)
    
    
    2007
    
    
    $
    644,846
    
    
    
    
    
    
    $
    197,896
    
    
    $
    390,244
    
    
    $
    681,179
    
    
    $
    94,559
    
    
    $
    97,504
    
    
    $
    2,106,2282006
    
    
    
    496,847
    
    
    
    
    
    
    
    130,139
    
    
    
    166,628
    
    
    
    88,170
    
    
    
    10,328
    
    
    
    37,776
    
    
    
    929,888Thomas Hoffman 
Senior Vice
President;
President and Chief
Executive Officer 
Customized
    
    
    2007
    
    
    
    356,154
    
    
    
    
    
    
    
    90,904
    
    
    
    122,721
    
    
    
    354,253
    
    
    
    46,353
    
    
    
    54,060
    
    
    
    1,024,4452006
    
    
    
    356,795
    
    
    
    
    
    
    
    73,246
    
    
    
    76,620
    
    
    
    270,300
    
    
    
    11,335
    
    
    
    39,975
    
    
    
    828,271John D. Austin 
Senior Vice
President and Chief
Financial Officer
    
    
    2007
    
    
    
    350,600
    
    
    
    
    
    
    
    88,056
    
    
    
    124,035
    
    
    
    370,356
    
    
    
    88,381
    
    
    
    57,258
    
    
    
    1,078,6862006
    
    
    
    337,288
    
    
    
    
    
    
    
    66,539
    
    
    
    64,966
    
    
    
    173,230
    
    
    
    9,819
    
    
    
    35,152
    
    
    
    686,994Joseph Paterak, Jr.
 Senior Vice
President Broadline
Operations
    
    
    2007
    
    
    
    301,147
    
    
    
    
    
    
    
    71,508
    
    
    
    57,502
    
    
    
    194,419
    
    
    
    35,433
    
    
    
    44,492
    
    
    
    704,5012006
    
    
    
    293,335
    
    
    
    
    
    
    
    48,336
    
    
    
    27,406
    
    
    
    52,866
    
    
    
    4,214
    
    
    
    26,937
    
    
    
    453,094Joseph J.
Traficanti  Senior
Vice President and
General Counsel
    
    
    2007
    
    
    
    264,462
    
    
    
    
    
    
    
    67,866
    
    
    
    39,976
    
    
    
    223,397
    
    
    
    22,966
    
    
    
    44,790
    
    
    
    663,4572006
    
    
    
    234,577
    
    
    
    
    
    
    
    44,913
    
    
    
    13,272
    
    
    
    99,120
    
    
    
    10,634
    
    
    
    9,238
    
    
    
    411,754
 
 1.
    
    The amounts in the columns captioned Stock Awards and Option Awards reflect the dollar
amount recognized for financial statement reporting purposes for the fiscal year ended
December 30, 2006, in accordance with FAS 123(R) of awards pursuant to the Companys equity
incentive plans and thus may include amounts from awards granted in and prior to 2007 or 2006,
as the case may be. For a description of the assumptions used by the Company in valuing these
awards for the fiscal years ended December 31, 2005, December 30, 2006 and December 29, 2007
please see Note 16  Stock Based Compensation to the Companys consolidated financial
statements included in the Companys Annual Report on Form 10-K for the fiscal year ended
December 29, 2007 filed with the Securities and Exchange Commission on February 26, 2008.2.
    
    In fiscal 2007, there were a total of 53,000 shares of restricted stock forfeited and 69,000
options that were cancelled for all equity award plans administered by the Company. In fiscal
2007, 5,700 stock appreciation rights were forfeited. 16




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##### Table of Contents



3.
    
    Amounts for fiscal 2007 reflect those amounts earned for the two-year period ended December
29, 2007 pursuant to the Companys 2006 Cash Incentive Plan and for the one-year period ended
December 29, 2007 pursuant to the Companys 2007 Cash Incentive Plan as follows: Name
    
    2-Year Period
    
    1-Year Period
    
    TotalSteven L. Spinner
    
    $
    98,238
    
    
    $
    582,941
    
    
    $
    681,179Thomas Hoffman
    
    
    99,603
    
    
    
    254,650
    
    
    
    354,253John D. Austin
    
    
    65,728
    
    
    
    304,628
    
    
    
    370,356Joseph Paterak, Jr.
    
    
    17,645
    
    
    
    176,773
    
    
    
    194,418Joseph J. Traficanti
    
    
    49,723
    
    
    
    173,674
    
    
    
    223,397
 
 For a description of both Company and individual performance criteria established under the
Companys 2006 and 2007 Cash Incentive Plans please see Compensation Discussion and Analysis
above.4.
    
    Includes as set forth in the table below the change in the actuarial present value of each
named executive officers account under the SERP between December 30, 2006 and December 29,
2007 and the above market earnings on amounts deferred by the named executive officers
pursuant to the Companys Executive Deferred Compensation Plan that are invested in the 7%
fixed rate of return investment option under that plan. The change in actuarial present value
under the SERP excludes contributions made in the first quarter of 2008 that related to 2007
performance. Above Market Earnings onChange in Actuarial Present Value
    
    Executive DeferredNamed Executive Officer
    
    Under SERP
    
    Compensation PlanSteven L. Spinner
    
    $
    92,776
    
    
    $
    1,783Thomas Hoffman
    
    
    41,321
    
    
    
    5,032John D. Austin
    
    
    86,587
    
    
    
    1,794Joseph Paterak, Jr.
    
    
    35,433
    
    
    
    -0-Joseph J. Traficanti
    
    
    22,812
    
    
    
    154
 
 5.
    
    Includes allocations by the Company to each named executive officers (except Mr. Traficanti,
who is not eligible to participate) ESOP account of $418 for 2007. Allocations to the ESOP
accounts are based on the closing price of the Companys common stock on The Nasdaq Global
Select Market of $27.10 at December 28, 2007 for fiscal 2007. Also includes contributions by
the Company to each named executive officers 401(k) account in fiscal 2007 as follows: Mr.
Spinner  $8,021; Mr. Hoffman  $9,000; Mr. Austin  $9,000; Mr. Paterak  $9,000; and Mr.
Traficanti -$9,000. Also includes contributions by the Company to the account of each named
executive officer pursuant to the SERP for fiscal 2007 as follows: Mr. Spinner  $88,401; Mr.
Hoffman  $43,978; Mr. Austin  $47,176; Mr. Paterak  $34,410; and Mr. Traficanti -$35,126;
and contributions of $664 for Mr. Spinner, Mr. Hoffman, Mr. Austin, Mr. Paterak, and Mr.
Traficanti for fiscal 2007 pursuant to the profit sharing component of the Companys 401(k)
plan.6.
    
    Mr. Spinner served as President and Chief Operating Officer until October 1, 2006, and
thereafter as President and Chief Executive Officer. 17




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2007 GRANTS OF PLAN-BASED AWARDS
 All OtherStock
    
    All OtherAwards:
    
    OptionNumber
    
    Awards:Estimated Possible Payouts Under
    
    Estimated Future Payouts
    
    of Shares
    
    Number of
    
    Exercise or
    
    Grant DateNon-Equity Incentive Plan
    
    Under Equity Incentive Plan
    
    of Stock
    
    Securities
    
    Base Price of
    
    Fair ValueAwards(1)
    
    Awards
    
    or
    
    Underlying
    
    Option
    
    of StockThreshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Units(2)
    
    Options(3)
    
    Awards
    
    and OptionName
    
    Grant Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    ($/Sh)(4)
    
    Awards ($)Steven L. Spinner
    
    
    3/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    $
    265,1403/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,800
    
    
    
    29.46
    
    
    
    515,970N/A
    
    
    
    257,938
    
    
    
    515,877
    
    
    
    773,815
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/AN/A
    
    
    
    -0-
    
    
    
    161,212
    
    
    
    225,696
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/AThomas Hoffman
    
    
    3/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,500
    
    
    
    
    
    
    
    
    
    
    $
    103,1103/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,500
    
    
    
    29.46
    
    
    
    143,325N/A
    
    
    
    142,462
    
    
    
    284,923
    
    
    
    427,385
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/AN/A
    
    
    
    -0-
    
    
    
    89,039
    
    
    
    124,654
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/AJohn D. Austin
    
    
    3/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,500
    
    
    
    
    
    
    
    
    
    
    $
    103,1103/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,700
    
    
    
    29.46
    
    
    
    200,655N/A
    
    
    
    105,180
    
    
    
    234,902
    
    
    
    350,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/AN/A
    
    
    
    -0-
    
    
    
    87,650
    
    
    
    122,710
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/AJoseph Paterak, Jr.
    
    
    3/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,250
    
    
    
    
    
    
    
    
    
    
    $
    66,2853/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,450
    
    
    
    29.46
    
    
    
    128,993N/A
    
    
    
    114,436
    
    
    
    240,918
    
    
    
    349,331
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/AN/A
    
    
    
    -0-
    
    
    
    47,054
    
    
    
    65,876
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/AJoseph J. Traficanti
    
    
    3/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    58,9203/2/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,400
    
    
    
    29.46
    
    
    
    114,660N/A
    
    
    
    66,116
    
    
    
    132,231
    
    
    
    198,347
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/AN/A
    
    
    
    -0-
    
    
    
    66,298
    
    
    
    92,817
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/A
 
 1.
    
    Amounts present separately the possible payouts for the one-year and two-year incentive
periods ended December 29, 2007. Actual amounts paid in March 2008 are reflected in the
Summary Compensation Table.2.
    
    Reflects shares of restricted stock awarded to the named executive officer for which the
forfeiture restrictions lapse on May 2, 2011, the fourth anniversary of the date of grant.
The named executive officer will be allowed to vote the shares and receive dividends declared
thereon, if any, in the same amounts as other shares of Common Stock issued by the Company
prior to the forfeiture restrictions lapsing.3.
    
    Reflects stock-settled stock appreciation rights awarded to the named executive officer that
vest on May 2, 2011, the fourth anniversary of the date of grant.4.
    
    The grant price for each stock-settled stock appreciation right award is equal to the
closing sales price of the Companys common stock on the Nasdaq Global Select Market on the
date of grant. 18




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##### Table of Contents



OUTSTANDING EQUITY AWARDS AT 2007 FISCAL YEAR END
 Option Awards
    
    Stock AwardsEquityIncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    PlanNumber
    
    
    
    
    
    Incentive Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Equity Incentiveof
    
    Number of
    
    Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Number of
    
    Plan Awards:Securities
    
    Securities
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Value of
    
    Unearned
    
    Market or PayoutUnderlying
    
    Underlying
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Shares, Units
    
    Value ofUnexercised
    
    Unexercised
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    or Other
    
    Unearned Shares,Options
    
    Options
    
    Unexercised
    
    Option
    
    
    
    
    
    Stock That
    
    Stock That
    
    Rights That
    
    Units or Other(#)
    
    (#)
    
    Unearned
    
    Exercise
    
    Option
    
    Have Not
    
    Have Not
    
    Have Not
    
    Rights That HaveExercisable
    
    Unexercisable
    
    Options
    
    Price
    
    Expiration
    
    Vested(3)
    
    Vested(4)
    
    Vested
    
    Not VestedName
    
    (1)(2)
    
    (2)
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)
    
    (#)
    
    ($)Steven L. Spinner
    
    
    4,800
    
    
    
    
    
    
    
    
    
    
    $
    12.88
    
    
    
    04/01/09
    
    
    
    25,825
    
    
    $
    699,858600
    
    
    
    
    
    
    
    
    
    
    
    12.97
    
    
    
    05/05/095,200
    
    
    
    
    
    
    
    
    
    
    
    9.78
    
    
    
    03/14/107,250
    
    
    
    
    
    
    
    
    
    
    
    28.48
    
    
    
    05/02/1125,000
    
    
    
    
    
    
    
    
    
    
    
    32.35
    
    
    
    08/09/1125,000
    
    
    
    
    
    
    
    32.35
    
    
    
    08/09/1113,000
    
    
    
    
    
    
    
    
    
    
    
    36.45
    
    
    
    02/05/122,000
    
    
    
    
    
    
    
    
    
    
    
    34.40
    
    
    
    08/22/1215,000
    
    
    
    
    
    
    
    
    
    
    
    31.62
    
    
    
    02/26/1315,000
    
    
    
    
    
    
    
    
    
    
    
    34.18
    
    
    
    03/30/147,700
    
    
    
    
    
    
    
    28.02
    
    
    
    04/21/158,250
    
    
    
    
    
    
    
    31.25
    
    
    
    04/10/1650,000
    
    
    
    
    
    
    
    26.05
    
    
    
    08/17/1637,800
    (5)
    
    
    
    
    
    
    29.46
    
    
    
    03/02/17Thomas Hoffman
    
    
    4,500
    
    
    
    
    
    
    
    
    
    
    $
    28.48
    
    
    
    05/02/11
    
    
    
    9,450
    
    
    $
    256,09511,000
    
    
    
    
    
    
    
    
    
    
    
    36.45
    
    
    
    02/05/123,500
    
    
    
    
    
    
    
    
    
    
    
    28.48
    
    
    
    05/02/1115,000
    
    
    
    
    
    
    
    
    
    
    
    31.62
    
    
    
    02/26/1315,000
    
    
    
    
    
    
    
    
    
    
    
    34.18
    
    
    
    03/30/149,300
    
    
    
    
    
    
    
    28.02
    
    
    
    04/21/1514,400
    
    
    
    
    
    
    
    31.25
    
    
    
    04/10/1610,500
    (5)
    
    
    
    
    
    
    29.46
    
    
    
    03/02/17John D. Austin
    
    
    7,766
    
    
    
    
    
    
    
    
    
    
    $
    12.88
    
    
    
    04/01/09
    
    
    
    10,934
    
    
    $
    296,311234
    
    
    
    
    
    
    
    
    
    
    
    12.97
    
    
    
    05/05/099,000
    
    
    
    
    
    
    
    
    
    
    
    9.78
    
    
    
    03/14/104,000
    
    
    
    
    
    
    
    
    
    
    
    13.19
    
    
    
    04/28/106,250
    
    
    
    
    
    
    
    
    
    
    
    28.48
    
    
    
    05/02/112,000
    
    
    
    
    
    
    
    
    
    
    
    28.08
    
    
    
    10/15/1111,000
    
    
    
    
    
    
    
    
    
    
    
    36.45
    
    
    
    02/05/1213,000
    
    
    
    
    
    
    
    
    
    
    
    31.62
    
    
    
    02/26/1315,000
    
    
    
    
    
    
    
    
    
    
    
    34.18
    
    
    
    03/30/145,200
    
    
    
    
    
    
    
    28.02
    
    
    
    04/21/1515,377
    
    
    
    
    
    
    
    31.25
    
    
    
    04/10/1614,700
    (5)
    
    
    
    
    
    
    29.46
    
    
    
    03/02/17Joseph Paterak, Jr.
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    $
    28.48
    
    
    
    05/02/11
    
    
    
    9,950
    
    
    $
    269,6455,000
    
    
    
    
    
    
    
    
    
    
    
    36.45
    
    
    
    02/05/126,000
    
    
    
    
    
    
    
    
    
    
    
    31.62
    
    
    
    02/26/138,000
    
    
    
    
    
    
    
    
    
    
    
    34.18
    
    
    
    03/30/145,150
    
    
    
    
    
    
    
    28.02
    
    
    
    04/21/153,000
    
    
    
    
    
    
    
    31.25
    
    
    
    04/10/169,450
    (5)
    
    
    
    
    
    
    29.46
    
    
    
    03/02/17Joseph J. Traficanti
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    $
    26.20
    
    
    
    11/15/14
    
    
    
    9,300
    
    
    $
    252,0301,500
    
    
    
    
    
    
    
    28.02
    
    
    
    04/21/152,625
    
    
    
    
    
    
    
    31.25
    
    
    
    04/10/168,400
    (5)
    
    
    
    
    
    
    29.46
    
    
    
    03/02/17
 19




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##### Table of Contents



1.
    
    On February 22, 2005, the Compensation Committee voted to accelerate the vesting of certain
unvested options, including options awarded to the named executive officers, which had
exercise prices greater than $25.00, the closing price of the Companys Common Stock on
February 22, 2005.2.
    
    The options and stock-settled stock appreciation rights vest on the fourth anniversary of the
ten year term.3.
    
    The forfeiture restrictions for each restricted stock award, which all have ten year terms,
lapse on the fourth anniversary of the date of grant except for awards granted on March 15,
2005, for which 50% of the forfeiture restrictions lapse on the first anniversary of the date
of grant, 25% lapse on the second anniversary of the date of grant and 25% lapse on the third
anniversary of the date of grant.4.
    
    Market value is determined by multiplying the closing market price of the Companys common
stock at December 28, 2007 by the number of shares.5.
    
    Represents a stock-settled stock appreciation right with a cap on appreciation of $60 per
share.  2007 OPTION EXERCISES AND STOCK VESTED TABLE
 Option Awards
    
    Stock AwardsNumber of
    
    
    
    
    
    Number ofShares
    
    
    
    
    
    SharesAcquired
    
    Value Realized
    
    Acquired
    
    Value Realizedon Exercise
    
    on Exercise(1)
    
    on Vesting
    
    on Vesting(2)Name
    
    (#)
    
    ($)
    
    (#)
    
    ($)Steven L. Spinner
    
    
    
    
    
    
    
    
    
    
    875
    
    
    
    25,716Thomas Hoffman
    
    
    
    
    
    
    
    
    
    
    1,250
    
    
    
    36,738John D. Austin
    
    
    
    
    
    
    
    
    
    
    625
    
    
    
    18,369Joseph Paterak, Jr.
    
    
    14,800
    
    
    
    274,195
    
    
    
    
    
    
    
    Joseph J. Traficanti
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 1.
    
    With respect to exercised stock options, value realized on exercise is determined by
multiplying the number of shares of common stock issued upon exercise of stock options by the
difference between the option exercise price and the trading price of the Companys common
stock at the time of exercise.2.
    
    With respect to vested restricted stock, value realized upon vesting is determined by
multiplying the number of shares of restricted stock vesting by the closing price of the
Companys common stock on the vesting date. 20




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##### Table of Contents



Supplemental Executive Retirement Plan
   
    
    change the contribution formula for contributions credited to a
participants account for the period beginning on or after December
31, 2006 to eliminate the 5% base contribution and enhance the
performance contribution under the SERP so that (1) a 2%
performance contribution would be earned for each 1% of targeted
earnings before interest and taxes achieved between 95% and 100% of
the targeted amount, and (2) an additional 1% contribution would be
earned for each 1% of targeted earnings before interest and taxes
achieved in excess of 100% of the targeted amount, up to 110%;
    
    change the vesting schedule for contributions credited for
periods beginning on or after December 31, 2006 such that 50% of
such contributions vest after five years of service, with the
remainder vesting 10% per year for each year of service thereafter;
and
    
    change the timing of the payment of benefits under the Plan for
participants who terminate participation or employment prior to
retirement at age 65.
 th th
 21




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##### Table of Contents



2007 PENSION BENEFITS
 Present Value ofNumber of Years
    
    Accumulated
    
    Payments During LastCredited Service
    
    Benefit (1)(2)
    
    Fiscal YearName
    
    Plan Name
    
    (#)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)Steven L. Spinner (3)
    
    Supplemental Executive Retirement Plan
    
    
    22
    
    
    $
    470,343
    
    
    
    Thomas Hoffman (4)
    
    Supplemental Executive Retirement Plan
    
    
    18
    
    
    
    195,757
    
    
    
    John D. Austin
    
    Supplemental Executive Retirement Plan
    
    
    12
    
    
    
    373,728
    
    
    
    Joseph Paterak, Jr.
    
    Supplemental Executive Retirement Plan
    
    
    9
    
    
    
    169,534
    
    
    
    Joseph J. Traficanti
    
    Supplemental Executive Retirement Plan
    
    
    3
    
    
    
    33,365
    
    
    
    
 
 (1)
    
    Includes the present value of the vested portion of the named executive officers benefit at
December 29, 2007 assuming that the contribution made to the account in the first quarter of
2008 that related to 2007 performance had been made as of December 29, 2007. Each of the
participants other than Mr. Traficanti and Mr. Paterak was 100% vested in his account balance
at December 29, 2007.(2)
    
    The present value of the accumulated benefit is calculated assuming that the vested balance
in each named executive officers account at December 29, 2007, assuming the contribution made
in the first quarter of 2008 for 2007 performance had been made at December 29, 2007, earns
interest at 8% per year until the named executive officers normal retirement date and
applying a discount rate equal to the 10-year treasury rate at December 31, 2007.(3)
    
    Mr. Spinner is credited under the SERP with his years of service with AFI Foodservice, Inc.,
a company that was acquired by the Company in 1997.(4)
    
    Mr. Hoffman was eligible for normal retirement at December 29, 2007. Executive Deferred Compensation Plan
    22




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##### Table of Contents



Rate ofName of Fund
    
    ReturnNationwide NVIT International Index V.I.F. Class II
    
    
    8.97
    %Nationwide Multi-Manager NVIT Small Company Fund: Class I
    
    
    1.72
    %Royce Capital Micro Cap Portfolio
    
    
    3.56
    %NVIT Mid Cap Index Fund: Class I
    
    
    7.13
    %Goldman Sachs VIT Mid Cap Value Fund
    
    
    2.79
    %Dreyfus Stock Index Fund, Inc.  Initial Shares
    
    
    4.83
    %Oppenheimer Capital Appreciation Fund/VA-Non-Serv Shares
    
    
    13.69
    %AllianceBernstein VPS Growth & Income Portfolio  Class A
    
    
    4.70
    %T. Rowe Price Equity Income Portfolio: Class II
    
    
    2.62
    %Nationwide GVIT Investor Destinations Moderate Fund   Class II
    
    
    5.24
    %Nationwide GVIT Government Bond Fund: Class I
    
    
    6.73
    %Pimco VIT Total Return Portfolio: Admin Class
    
    
    8.31
    %Nationwide GVIT Money Market Fund: Class V
    
    
    4.44
    %
 23




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##### Table of Contents



2007 NONQUALIFIED DEFERRED COMPENSATION TABLE
 AggregateExecutive
    
    Registrant
    
    Aggregate
    
    Aggregate
    
    BalanceContributions in
    
    Contributions in
    
    Earnings in Last
    
    Withdrawals/
    
    at LastLast FY
    
    Last FY
    
    FY
    
    Distributions
    
    FYEName
    
    ($)(1)
    
    ($)
    
    ($)
    
    ($)
    
    ($) (1)Steven L. Spinner
    
    $
    142,177
    
    
    
    
    
    
    $
    28,057
    
    
    
    
    
    
    $
    508,110Thomas Hoffman
    
    
    200,859
    
    
    
    
    
    
    
    67,227
    
    
    
    
    
    
    
    1,569,683John D. Austin
    
    
    113,362
    
    
    
    
    
    
    
    27,838
    
    
    
    
    
    
    
    590,023Joseph Paterak, Jr.
    
    
    43,953
    
    
    
    
    
    
    
    9,563
    
    
    
    
    
    
    
    214,345Joseph J. Traficanti
    
    
    42,736
    
    
    
    
    
    
    
    2,914
    
    
    
    
    
    
    
    91,146
 
 (1)
    
    All amounts reported in the column titled Executive Contributions in Last FY
are also reported as compensation to such named executive officer in
the Summary Compensation Table on page 16. Change in Control Agreements
       24




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##### Table of Contents



Supplemental Executive Retirement Plan
  25




---



##### Table of Contents



Severance Plan
      Change in Control and Termination Pay Tables
  26




---



##### Table of Contents



Steven L. Spinner
 Voluntary forGood Reason orInvoluntaryVoluntary
    
    
    
    
    
    
    
    Involuntary
    
    Without GoodExecutive Benefits
    
    Termination
    
    Early
    
    Normal
    
    Not for Cause
    
    Cause following a
    
    
    Disability
    
    
    Deathand Payments upon
    
    on
    
    Retirement on
    
    Retirement on
    
    Termination
    
    Change in Control
    
    
    on
    
    
    onSeparation
    
    12/29/2007
    
    12/29/2007(11)
    
    12/29/2007(12)
    
    on 12/29/2007
    
    on 12/29/2007
    
    
    12/29/2007
    
    
    12/29/2007Compensation:Non-Equity Incentive Plan
(1)
    
    $
    681,179
    
    
    
    
    
    
    $
    681,179
    
    
    
    
    
    
    $
    681,179
    
    
    $
    681,179Options and Stock
Appreciation
Rights(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    52,500
    
    
    
    17,945
    
    
    
    17,945Restricted Stock(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    699,858
    
    
    
    309,037
    
    
    
    309,037Benefits & Perquisites:Change in Control Payment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,245,382Savings Plan(4)
    
    
    259,137
    
    
    
    
    
    
    
    259,137
    
    
    
    259,137
    
    
    
    259,137
    
    
    
    259,137Severance Plan(5)
    
    
    
    
    
    
    
    
    
    
    1,168,233SERP(6)
    
    
    243,025
    
    
    
    
    
    
    
    243,025
    
    
    
    243,025
    
    
    
    243,025
    
    
    
    243,025ESOP(7)
    
    
    63,980
    
    
    
    
    
    
    
    63,980
    
    
    
    63,980
    
    
    
    63,980
    
    
    
    63,980Deferred Compensation
Plan(8)
    
    
    508,110
    
    
    
    
    
    
    
    508,110
    
    
    
    508,110
    
    
    
    508,110
    
    
    
    508,110Health and Welfare
Benefits(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    18,322Excise Tax and
Gross-Up(10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,369,018Total
    
    
    1,755,431
    
    
    
    
    
    
    
    2,923,664
    
    
    
    6,459,332
    
    
    
    2,082,413
    
    
    
    2,082,413
 
 (1)
    
    Represents the amount earned by Mr. Spinner under the terms of the Companys 2006
and 2007 Cash Incentive Plans for the one and two years ended December 29, 2007.(2)
    
    If Mr. Spinners employment with the Company had terminated at December 29, 2007 as
a result of death or disability any unvested options and stock appreciation rights held by him
would have vested on a pro rata basis. All of Mr. Spinners unvested options and stock
appreciation rights would vest upon a change in control.(3)
    
    If Mr. Spinners employment with the Company had terminated at December 29, 2007 as
a result of death or disability then the restrictions on any unvested shares of restricted
stock held by him would have lapsed on a pro rata basis. The restrictions on Mr. Spinners
restricted shares lapse upon a change in control.(4)
    
    Represents the vested portion of Mr. Spinners account balance under the Companys
401(k) Plan at December 29, 2007.(5)
    
    Represents payment of Mr. Spinners base salary as of December 29, 2007 for a total
of 93 weeks pursuant to the terms of the
Companys Severance Plan.(6)
    
    Represents the vested portion of Mr. Spinners account balance under the SERP at
December 29, 2007.(7)
    
    Represents the vested portion of Mr. Spinners account balance under the ESOP at
December 29, 2007.(8)
    
    Represents the vested portion of Mr. Spinners account balance under the Companys
Executive Deferred Compensation Plan at December 29, 2007. 27




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##### Table of Contents



(9)
    
    Represents the value of continuing health and welfare coverage for twelve months,
including medical, dental, short-term disability, long-term disability and life insurance.(10)
    
    The foregoing estimates are based on a number of assumptions. Facts and
circumstances at the time of any change in control transaction and termination thereafter as
well as changes in the applicable named executive officers compensation history preceding
such a transaction could materially impact whether and to what extent the excise tax will be
imposed and therefore the amount of any potential gross-up. For purposes of performing these
calculations, we have made the following additional assumptions: an individual effective tax
rate of 40.45% (composed of a federal tax rate of 35.00%, a Virginia effective tax rate of 4%
and FICA/FUTA of 1.45%) and a 120% Applicable Federal Rate (AFR) as of December 2007 of 4.91%
for monthly compounding. AFR is applicable in determining the value of accelerating vesting
of stock options and restricted shares in computing these excise taxes.(11)
    
    Mr. Spinner was not eligible for early retirement at December 29, 2007.(12)
    
    Mr. Spinner was not eligible for normal retirement at December 29, 2007. 28




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##### Table of Contents



Thomas Hoffman
 Voluntary forGood Reason orInvoluntaryWithout GoodVoluntary
    
    
    
    
    
    
    
    
    
    
    Involuntary Not
    
    
    Cause following aExecutive Benefits
    
    Termination
    
    
    Early
    
    
    Normal
    
    
    for Cause
    
    
    Change in
    
    
    Disability
    
    
    Deathand Payments upon
    
    on
    
    
    Retirementon
    
    
    Retirement on
    
    
    Termination
    
    
    Control on
    
    
    on
    
    
    onSeparation
    
    12/29/2007
    
    
    12/29/2007(10)
    
    
    12/29/2007(11)
    
    
    on 12/29/2007
    
    
    12/29/2007
    
    
    12/29/2007
    
    
    12/29/2007Compensation:Non-Equity Incentive Plan
(1)
    
    $
    354,253
    
    
    
    
    
    
    $
    354,253
    
    
    $
    354,253
    
    
    
    
    
    
    $
    354,253
    
    
    $
    354,253Options and Stock
Appreciation
Rights(2)Restricted Stock(3)
    
    
    
    
    
    
    
    
    
    
    126,300
    
    
    
    
    
    
    $
    256,095
    
    
    
    126,300
    
    
    
    126,300Benefits & Perquisites:Change in Control Payment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,126,273Savings Plan(4)
    
    
    364,709
    
    
    
    
    
    
    
    364,709
    
    
    
    364,709
    
    
    
    364,709
    
    
    
    364,709
    
    
    
    364,709Severance Plan(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    573,041SERP(6)
    
    
    195,757
    
    
    
    
    
    
    
    195,757
    
    
    
    195,757
    
    
    
    195,757
    
    
    
    195,757
    
    
    
    195,757ESOP(7)
    
    
    296,024
    
    
    
    
    
    
    
    296,024
    
    
    
    296,024
    
    
    
    296,024
    
    
    
    296,024
    
    
    
    296,024Deferred Compensation
Plan(8)
    
    
    1,569,683
    
    
    
    
    
    
    
    1,569,683
    
    
    
    1,569,683
    
    
    
    1,569,683
    
    
    
    1,569,683
    
    
    
    1,569,683Health and Welfare
Benefits(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,157Excise Tax and Gross-UpTotal
    
    
    2,780,426
    
    
    
    
    
    
    
    2,906,726
    
    
    
    3,353,467
    
    
    
    4,818,698
    
    
    
    2,906,726
    
    
    
    2,906,726
 
 (1)
    
    Represents the amount earned by Mr. Hoffman under the terms of the Companys 2006
and 2007 Cash Incentive Plans for the one and two years ended December 29, 2007.(2)
    
    If Mr. Hoffmans employment with the Company had terminated at December 29, 2007 as
a result of death, disability or normal retirement any unvested options and stock appreciation
rights held by him would have vested on a pro rata basis. All of Mr. Hoffmans unvested
options and stock appreciation rights would vest upon a change in control. At December 29,
2007, Mr. Hoffman did not have any unvested stock options for which the exercise price was
lower than the Companys closing stock price on that date.(3)
    
    If Mr. Hoffmans employment with the Company had terminated at December 29, 2007 as
a result of death, disability or normal retirement then the restrictions on any unvested
shares of restricted stock held by him would have lapsed on a pro rata basis. The
restrictions on Mr. Hoffmans restricted shares would lapse upon a change in control.(4)
    
    Represents the vested portion of Mr. Hoffmans account balance under the Companys
401(k) Plan at December 29, 2007.(5)
    
    Represents payment of Mr. Hoffmans base salary as of December 29, 2007 for a total
of 83 weeks pursuant to the terms of the
Companys Severance Plan.(6)
    
    Represents the vested portion of Mr. Hoffmans account balance under the SERP at
December 29, 2007.(7)
    
    Represents the vested portion of Mr. Hoffmans account balance under the ESOP at
December 29, 2007. 29




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##### Table of Contents



(8)
    
    Represents the vested portion of Mr. Hoffmans account balance under the Companys
Executive Deferred Compensation Plan at December 29, 2007.(9)
    
    Represents the value of continuing health and welfare coverage for twelve months,
including medical, dental, short-term disability, long-term disability and life insurance.(10)
    
    As Mr. Hoffman was eligible for normal retirement, early retirement is not
applicable at December 29, 2007.(11)
    
    Mr. Hoffman was eligible for normal retirement at December 29, 2007. 30




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##### Table of Contents



John D. Austin
 Voluntary forGood Reason orInvoluntaryWithout GoodVoluntary
    
    
    
    
    
    
    
    
    
    
    Involuntary
    
    
    Cause followingExecutive Benefits
    
    Termination
    
    
    
    
    
    
    Normal
    
    
    Not for Cause
    
    
    a Change in
    
    
    Disability
    
    
    Deathand Payments upon
    
    on
    
    
    Early Retirement
    
    
    Retirement on
    
    
    Termination
    
    
    Control on
    
    
    on
    
    
    onSeparation
    
    12/29/2007
    
    
    on 12/29/2007(10)
    
    
    12/29/2007(11)
    
    
    on 12/29/2007
    
    
    12/29/2007
    
    
    12/29/2007
    
    
    12/29/2007Compensation:Non-Equity Incentive Plan
(1)
    
    $
    370,356
    
    
    
    
    
    
    
    
    
    
    $
    370,356
    
    
    
    
    
    
    $
    370,356
    
    
    $
    370,356Options and Stock
Appreciation
Rights(2)Restricted Stock(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    296,311
    
    
    
    148,263
    
    
    
    148,263Benefits & Perquisites:Change in Control Payment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,937,195Savings Plan(4)
    
    
    343,146
    
    
    
    
    
    
    
    
    
    
    
    343,146
    
    
    
    343,146
    
    
    
    343,146
    
    
    
    343,146Severance Plan(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    561,899SERP(6)
    
    
    186,149
    
    
    
    
    
    
    
    
    
    
    
    186,149
    
    
    
    186,149
    
    
    
    186,149
    
    
    
    186,149ESOP(7)
    
    
    68,057
    
    
    
    
    
    
    
    
    
    
    
    68,057
    
    
    
    68,057
    
    
    
    68,057
    
    
    
    68,057Deferred Compensation
Plan(8)
    
    
    590,023
    
    
    
    
    
    
    
    
    
    
    
    590,023
    
    
    
    590,023
    
    
    
    590,023
    
    
    
    590,023Health and Welfare
Benefits(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,755Excise Tax and
Gross-Up(10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    824,676Total
    
    
    1,557,731
    
    
    
    
    
    
    
    
    
    
    
    2,119,630
    
    
    
    4,261,312
    
    
    
    1,705,994
    
    
    
    1,705,994
 
 (1)
    
    Represents the amount earned by Mr. Austin under the terms of the Companys 2006 and
2007 Cash Incentive Plans for the one and two years ended December 29, 2007.(2)
    
    If Mr. Austins employment with the Company had terminated at December 29, 2007 as a
result of death, or disability any unvested options and stock appreciation rights held by him
would have vested on a pro rata basis. All of Mr. Austins unvested options and stock
appreciation rights would vest upon a change in control. At December 29, 2007, Mr. Austin did
not have any unvested stock options for which the exercise price was lower than the Companys
closing stock price on that date.(3)
    
    If Mr. Austins employment with the Company had terminated at December 29, 2007 as
a result of death, or disability then the restrictions on any unvested shares of restricted
stock held by him would have lapsed on a pro rata basis. The restrictions on Mr. Austins
unvested restricted shares would lapse upon a change in control.(4)
    
    Represents the vested portion of Mr. Austins account balance under the Companys
401(k) Plan at December 29, 2007.(5)
    
    Represents payment of Mr. Austins base salary as of December 29, 2007 for a total
of 83 weeks pursuant to the terms of the
Companys Severance Plan.(6)
    
    Represents the vested portion of Mr. Austins account balance under the SERP at
December 29, 2007.(7)
    
    Represents the vested portion of Mr. Austins account balance under the ESOP at
December 29, 2007.(8)
    
    Represents the vested portion of Mr. Austins account balance under the Companys
Executive Deferred Compensation Plan at December 29, 2007. 31




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##### Table of Contents



(9)
    
    Represents the value of continuing health and welfare coverage for twelve months,
including medical, dental, short-term disability, long-term disability and life insurance.(10)
    
    The foregoing estimates are based on a number of assumptions. Facts and
circumstances at the time of any change in control transaction and termination thereafter as
well as changes in the applicable named executive officers compensation history preceding
such a transaction could materially impact whether and to what extent the excise tax will be
imposed and therefore the amount of any potential gross-up. For purposes of performing these
calculations, we have made the following additional assumptions: an individual effective tax
rate of 40.45% (composed of a federal tax rate of 35.00%, a Virginia effective tax rate of 4%
and FICA/FUTA of 1.45%) and a 120% Applicable Federal Rate (AFR) as of December 2007 of 4.91%
for monthly compounding. AFR is applicable in determining the value of accelerating vesting
of stock options and restricted shares in computing these excise taxes.(11)
    
    Mr. Austin was not eligible for early retirement at December 29, 2007.(12)
    
    Mr. Austin was not eligible for normal retirement at December 29, 2007. 32




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##### Table of Contents



Joseph Paterak, Jr.
 Voluntary forGood Reason orInvoluntaryWithout GoodVoluntary
    
    
    
    
    
    
    
    
    
    
    Involuntary
    
    
    Cause followingExecutive Benefits
    
    Termination
    
    
    
    
    
    
    Normal
    
    
    Not for Cause
    
    
    a Change in
    
    
    Disability
    
    
    Deathand Payments upon
    
    on
    
    
    Early Retirement
    
    
    Retirement on
    
    
    Termination on
    
    
    Control on
    
    
    on
    
    
    onSeparation
    
    12/29/2007
    
    
    on 12/29/2007(11)
    
    
    12/29/2007(12)
    
    
    12/29/2007
    
    
    12/29/2007
    
    
    12/29/2007
    
    
    12/29/2007Compensation:Non-Equity Incentive Plan
(1)
    
    $
    194,418
    
    
    
    
    
    
    
    
    
    
    $
    194,418
    
    
    
    
    
    
    $
    194,418
    
    
    $
    194,418Options and Stock
Appreciation
Rights(2)Restricted Stock(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    269,645
    
    
    
    116,491
    
    
    
    116,491Benefits & Perquisites:Change in Control Payment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,230,316Savings Plan(4)
    
    
    198,299
    
    
    
    
    
    
    
    
    
    
    
    198,299
    
    
    
    198,299
    
    
    
    198,299
    
    
    
    198,299Severance Plan(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    347,507SERP(6)
    
    
    121,864
    
    
    
    
    
    
    
    
    
    
    
    121,864
    
    
    
    125,432
    
    
    
    121,864
    
    
    
    121,864ESOP(7)
    
    
    50,972
    
    
    
    
    
    
    
    
    
    
    
    50,972
    
    
    
    50,972
    
    
    
    50,972
    
    
    
    50,972Deferred Compensation
Plan(8)
    
    
    214,345
    
    
    
    
    
    
    
    
    
    
    
    214,345
    
    
    
    214,345
    
    
    
    214,345
    
    
    
    214,345Health and Welfare
Benefits(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,348Excise Tax and
Gross-Up(10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    490,911Total
    
    
    779,898
    
    
    
    
    
    
    
    
    
    
    
    1,127,405
    
    
    
    2,596,268
    
    
    
    896,389
    
    
    
    896,389
 
 (1)
    
    Represents the amount earned by Mr. Paterak under the terms of the Companys 2006
and 2007 Cash Incentive Plans for the one and two years ended December 29, 2007.(2)
    
    If Mr. Pateraks employment with the Company had terminated at December 29, 2007 as
a result of death or disability any unvested options and stock appreciation rights held by him
would have vested on a pro rata basis. If Mr. Paterak had elected to terminate his employment
with the consent of the Companys Compensation Committee as a result of early retirement as of
December 29, 2007, any unvested options held by him would have vested as though Mr. Paterak
had elected normal retirement on that date. All of Mr. Pateraks unvested options and stock
appreciation rights would vest upon a change in control. At December 29, 2007, Mr. Paterak
did not have any unvested stock options for which the exercise price was lower than the
Companys closing stock price on that date.(3)
    
    If Mr. Pateraks employment with the Company had terminated at December 29, 2007 as
a result of death or disability then the restrictions on any unvested shares of restricted
stock held by him would have lapsed on a pro rata basis. If Mr. Paterak had elected to
terminate his employment with the consent of the Companys Compensation Committee as a result
of early retirement as of December 29 2007, the restrictions on any unvested shares of
restricted stock held by him would have lapsed as though Mr. Paterak had elected normal
retirement on that date. The restrictions on Mr. Pateraks unvested restricted shares would
lapse upon a change in control.(4)
    
    Represents the vested portion of Mr. Pateraks account balance under the Companys
401(k) Plan at December 29, 2007.(5)
    
    Represents payment of Mr. Pateraks base salary as of December 29, 2007 for a total
of 60 weeks pursuant to the terms of the
Companys Severance Plan. 33




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##### Table of Contents



(6)
    
    Represents the vested portion of Mr. Pateraks account balance under the SERP at
December 29, 2007 and in the case of a voluntary for good reason or involuntary without good cause
termination following a change in control, includes the impact of the acceleration of the vesting
of Mr. Pateraks account balance.(7)
    
    Represents the vested portion of Mr. Pateraks account balance under the ESOP at
December 29, 2007.(8)
    
    Represents the vested portion of Mr. Pateraks account balance under the Companys
Executive Deferred Compensation Plan at December 29, 2007.(9)
    
    Represents the value of continuing health and welfare coverage for twelve months,
including medical, dental, short-term disability, long-term disability and life insurance.(10)
    
    The foregoing estimates are based on a number of assumptions. Facts and
circumstances at the time of any change in control transaction and termination thereafter as
well as changes in the applicable named executive officers compensation history preceding
such a transaction could materially impact whether and to what extent the excise tax will be
imposed and therefore the amount of any potential gross-up. For purposes of performing these
calculations, we have made the following additional assumptions: an individual effective tax
rate of 40.45% (composed of a federal tax rate of 35.00%, a Virginia effective tax rate of 4%
and FICA/FUTA of 1.45%) and a 120% Applicable Federal Rate (AFR) as of December 2007 of 4.91%
for monthly compounding. AFR is applicable in determining the value of accelerating vesting
of stock options and restricted shares in computing these excise taxes.(11)
    
    Mr. Paterak was not eligible for early retirement at December 29, 2007.(12)
    
    Mr. Paterak was not eligible for normal retirement at December 29, 2007. 34




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##### Table of Contents



Joseph J. Traficanti
 Voluntary forGood Reason orInvountaryWithout GoodExecutive
    
    Voluntary
    
    
    
    
    
    
    
    
    
    
    Involuntary
    
    
    Cause followingBenefits and
    
    Termination
    
    
    Early
    
    
    Normal
    
    
    Not for Cause
    
    
    a Change in
    
    
    Disability
    
    
    DeathPayments upon
    
    on
    
    
    Retirement on
    
    
    Retirement on
    
    
    Termination
    
    
    Control on
    
    
    on
    
    
    onSeparation
    
    12/29/2007
    
    
    12/29/2007(11)
    
    
    12/29/2007(12)
    
    
    on 12/29/2007
    
    
    12/29/2007
    
    
    12/29/2007
    
    
    12/29/2007Compensation:Non-Equity Incentive Plan
(1)
    
    $
    223,397
    
    
    
    
    
    
    
    
    
    
    $
    223,397
    
    
    
    
    
    
    $
    223,397
    
    
    $
    223,397Options and Stock
Appreciation
Rights(2)Restricted Stock(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    252,030
    
    
    
    107,691
    
    
    
    107,691Benefits & Perquisites:Change in Control Payment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,337,372Savings Plan(4)
    
    
    40,323
    
    
    
    
    
    
    
    
    
    
    
    40,323
    
    
    
    40,323
    
    
    
    40,323
    
    
    
    40,323Severance Plan(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    176,055SERP(6)
    
    
    23,983
    
    
    
    
    
    
    
    
    
    
    
    23,983
    
    
    
    95,084
    
    
    
    23,983
    
    
    
    23,983ESOP(7)Deferred Compensation
Plan(8)
    
    
    91,146
    
    
    
    
    
    
    
    
    
    
    
    91,146
    
    
    
    91,146
    
    
    
    91,146
    
    
    
    91,146Health and Welfare
Benefits(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,854Excise Tax and
Gross-Up(10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    629,066Total
    
    
    378,849
    
    
    
    
    
    
    
    
    
    
    
    554,904
    
    
    
    2,447,875
    
    
    
    486,540
    
    
    
    486,540
 
 (1)
    
    Represents the amount earned by Mr. Traficanti under the terms of the Companys 2006
and 2007 Cash Incentive Plans for the one and two years ended December 29, 2007.(2)
    
    If Mr. Traficantis employment with the Company had terminated at December 29, 2007
as a result of death or disability any unvested options and stock appreciation rights held by
him would have vested on a pro rata basis. All of Mr. Traficantis unvested options and
stock appreciation rights would vest upon a change in control. At December 29, 2007, Mr.
Traficanti did not have any unvested stock options for which the exercise price was lower than
the Companys closing stock price on that date.(3)
    
    If Mr. Traficantis employment with the Company had terminated at December 29, 2007
as a result of death or disability then the restrictions on any unvested shares of restricted
stock held by him would have lapsed on a pro rata basis. The restrictions on Mr.
Traficantis restricted shares would lapse upon a change in control.(4)
    
    Represents the vested portion of Mr. Traficantis account balance under the
Companys 401(k) Plan at December 29, 2007.(5)
    
    Represents payment of Mr. Traficantis base salary as of December 29, 2007 for a
total of 34 weeks pursuant to the terms of the
Companys Severance Plan. 35




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##### Table of Contents



(6)
    
    Represents the vested portion of Mr. Traficantis account balance under the SERP at
December 29, 2007 and in the case of voluntary for good reason or involuntary without good
cause termination following a change in control, includes the impact of the acceleration of
the vesting of Mr. Traficantis account balance.(7)
    
    Represents the vested portion of Mr. Traficantis account balance under the ESOP at
December 29, 2007.(8)
    
    Represents the vested portion of Mr. Traficantis account balance under the
Companys Executive Deferred Compensation Plan at December 29, 2007.(9)
    
    Represents the value of continuing health and welfare coverage for twelve months,
including medical, dental, short-term disability, long-term disability and life insurance.(10)
    
    The foregoing estimates are based on a number of assumptions. Facts and
circumstances at the time of any change in control transaction and termination thereafter as
well as changes in the applicable named executive officers compensation history preceding
such a transaction could materially impact whether and to what extent the excise tax will be
imposed and therefore the amount of any potential gross-up. For purposes of performing these
calculations, we have made the following additional assumptions: an individual effective tax
rate of 40.45% (composed of a federal tax rate of 35.00%, a Virginia effective tax rate of 4%
and FICA/FUTA of 1.45%) and a 120% Applicable Federal Rate (AFR) as of December 2007 of 4.91%
for monthly compounding. AFR is applicable in determining the value of accelerating vesting
of stock options and restricted shares in computing these excise taxes.(11)
    
    Mr. Traficanti was not eligible for early retirement at December 29, 2007.(12)
    
    Mr. Traficanti was not eligible for normal retirement at December 29, 2007. Director Compensation
    36




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##### Table of Contents



2007 DIRECTOR COMPENSATION TABLE
 Change inPension ValueandFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedEarned
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    Deferredor Paid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherCash
    
    Awards(2)(3)
    
    Awards(3)(4)
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalName(1)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Charles E. Adair
    
    $
    66,500
    
    
    $
    83,106
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    149,606Mary C. Doswell
    
    
    67,000
    
    
    
    83,106
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,106Fred C. Goad, Jr.
    
    
    71,000
    
    
    
    83,106
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    154,106Timothy M. Graven
    
    
    77,000
    
    
    
    83,106
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    160,106Robert C. Sledd(5)
    
    
    50,000
    
    
    
    83,106
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    133,106John E. Stokely
    
    
    87,500
    
    
    
    83,106
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170,606
 
 1.
    
    Steven L. Spinner, the Companys Chief Executive Officer is not included in this table as he
is an employee of the Company and received no compensation for his services as a director in
fiscal 2007.2.
    
    At December 29, 2007, the Companys directors other than Mr. Spinner held the following
restricted shares of the Companys common stock, which were awarded by the Company to the
director for his or her service as a director on May 15, 2007 and for which the forfeiture
restrictions lapse on the one year anniversary of the date of grant: Name
    
    Number of Restricted SharesCharles E. Adair
    
    
    2,500Mary C. Doswell
    
    
    2,500Fred C. Goad, Jr.
    
    
    2,500Timothy M. Graven
    
    
    2,500Robert C. Sledd
    
    
    2,500John E. Stokely
    
    
    2,500
  
 3.
    
    The amounts in columns captioned Stock Awards and Option Awards reflect the dollar amount
recognized for financial statement reporting purposes for the fiscal year ended December 29,
2007, in accordance with FAS 123(R) of awards pursuant to the Companys equity incentive plans
and thus may include amounts from awards granted in and prior to 2007. For a description of
the assumptions used by the Company in valuing these awards for the fiscal year ended December
29, 2007 please see Note 16  Stock Based Compensation to the Companys consolidated
financial statements included in the Companys Annual Report on Form 10-K for the fiscal year
ended December 29, 2007 filed with the Securities and Exchange Commission on February 26,
2008. 37




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##### Table of Contents



4.
    
    At December 29, 2007, the Companys directors, other than Mr. Spinner and Mr. Sledd, held
options to purchase the following number of shares of the Companys Common Stock which had
been awarded to the director for his or her service as a director: Name
    
    Number of OptionsCharles E. Adair
    
    
    40,000Mary C. Doswell
    
    
    20,500Fred C. Goad, Jr.
    
    
    35,000Timothy M. Graven
    
    
    25,000John E. Stokely
    
    
    45,750
 
 5.
    
    Robert C. Sledd is also an employee of the Company. Compensation he receives in his capacity
as an employee of the Company is not reflected in the above table. 38




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  39




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##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules.
 (a)
    
    
    1
    
    
    Financial Statements. See index to Financial Statements above.2
    
    
    Financial Statement Schedules. See index to Financial Statement Schedules above.3
    
    
    Exhibits:
 ExhibitNumber
    
    DescriptionA.
    
    Incorporated by reference to our Registration Statement on Form S-1 (No. 33-64930)
(File No. 0-22192), filed June 24, 1993:4.1
    
    Specimen Common Stock certificate.4.2
    
    Article 5 of the Registrants Restated Charter (included in Exhibit 3.1).4.3
    
    Article 6 of the Registrants Restated Bylaws (included in Exhibit 3.2).10.1
    
    1993 Outside Directors Stock Option Plan.*10.2
    
    Form of Pocahontas Food Group, Inc. Executive Deferred Compensation Plan.*10.3
    
    Form of Indemnification Agreement.B.
    
    Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended
January 1, 1994 (File No. 0-22192), filed March 29, 1994:10.4
    
    First Amendment to the Trust Agreement for Pocahontas Food Group, Inc. Employee Savings
and Stock Ownership Plan.C.
    
    Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended
December 28, 1996 (File No. 0-22192), filed March 27, 1997:10.5
    
    Performance Food Group Company Employee Savings and Stock Ownership Plan Savings Trust.D.
    
    Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended
December 27, 1997 (File No. 0-22192), filed March 26, 1998:10.6
    
    Form of Change in Control Agreement dated October 27, 1997 with certain key executives.*E.
    
    Incorporated by reference to our Registration Statement on Form S-4 (Registration No
333-61612) (File No. 0-22192), filed May 25, 2001:3.1
    
    Restated Charter of Registrant.F.
    
    Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001 (File No. 0-22192), filed August 14, 2001:10.7
    
    Receivables Purchase Agreement dated July 3, 2001, by and among PFG Receivables
Corporation, as Seller, Performance Food Group Company, as Servicer, Jupiter
Securitization Corporation and Bank One, NA as Agent. (Schedules and other exhibits are
omitted from this filing, but the Registrant will furnish supplemental copies of the
omitted material to the Securities and Exchange Commission upon request.)
 40




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##### Table of Contents



ExhibitNumber
    
    DescriptionG.
    
    Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended
December 29, 2001 (File No. 0-22192), filed March 29, 2002:10.8
    
    1993 Employee Stock Incentive Plan (restated electronically for SEC filing purposes only).*H.
    
    Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended June
29, 2002 (File No. 0-22192), filed August 13, 2002:10.9
    
    Amendment to Receivable Purchase Agreement dated as of July 12, 2002, by and among PFG
Receivables Corporation, as Seller, Performance Food Group Company, as Servicer, Jupiter
Securitization Corporation and Bank One, NA, as Agent.I.
    
    Incorporated by reference to our Registration Statement on Form S-8 (File No. 333-105082),
filed May 8, 2003:10.10
    
    2003 Equity Incentive Plan.*J.
    
    Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended June
28, 2003 (File No. 0-22192), filed August 12, 2003:10.11
    
    Amendment to Receivables Purchase Agreement dated as of June 30, 2003, by and among PFG
Receivables Corporation, as Seller, Performance Food Group Company, as Servicer, Jupiter
Securitization Corporation and Bank One, NA, as Agent.K.
    
    Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended July
3, 2004 (File No. 0-22192), filed August 11, 2004:10.12
    
    Amendment to Receivables Purchase Agreement dated as of June 28, 2004 by and between PFG
Receivables Corporation, as Seller, Performance Food Group Company, as Servicer, Jupiter
Securitization Corporation and Bank One, NA, as Agent.L.
    
    Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended
October 2, 2004 (File No. 0-22192), filed November 12, 2004:10.13
    
    Form of Non-Qualified Stock Option Agreement.*10.14
    
    Form of Incentive Stock Option Agreement.*M.
    
    Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended
January 1, 2005:10.15
    
    Trust Agreement for the Performance Food Group Employee Savings and Stock Ownership Plan.N.
    
    Incorporated by reference to our Current Report on Form 8-K dated February 28, 2005 (File
No. 0-22192):2.1
    
    Stock Purchase Agreement, dated as of February 22, 2005, between Performance Food Group
Company and Chiquita Brands International, Inc. (Pursuant to Item 601(b)(2) of Regulation
S-K the schedules and exhibits to this agreement have been omitted from this filing.)O.
    
    Incorporated by reference to our Current Report on Form 8-K dated March 21, 2005 (File No.
0-22192):10.16
    
    Form of Restricted Share Award Agreement.*
 41




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##### Table of Contents



ExhibitNumber
    
    DescriptionP.
    
    Incorporated by reference to our Current Report on Form 8-K dated April 28, 2005 (File No.
0-22192):10.17
    
    Amendment and Waiver, dated as of April 26, 2005 among Performance Food Group Company, the
Lenders party to the Credit Agreement and Wachovia Bank, National Association, as
Administrative Agent for the Lenders.Q.
    
    Incorporated by reference to our Current Report on Form 8-K dated May 24, 2005 (File No.
0-22192):10.18
    
    Form of Non-Qualified Stock Option Agreement.*R.
    
    Incorporated by reference to our Current Report on Form 8-K dated June 30, 2005 (File No.
0-22192):10.19
    
    Amendment to Receivables Purchase Agreement dated as of June 27,
2005 by and between PFG Receivables Corporation, as Seller,
Performance Food Group Company, as Servicer, Jupiter Securitization
Corporation and JPMorgan Chase Bank, N.A., successor by merger to
Bank One, NA, as Agent.S.
    
    Incorporated by reference to our Current Report on Form 8-K dated
October 11, 2005 (File No. 0-22192):10.20
    
    Second Amended and Restated Credit Agreement dated as of October 7,
2005 by and among Performance Food Group Company, the Lenders a
party thereto, and Wachovia Bank, National Association as
Administrative Agent for the Lenders.10.21
    
    Form of Revolving Credit Note.T.
    
    Incorporated by reference to our Current Report on Form 8-K dated
March 1, 2006 (File No. 0-22192):10.22
    
    Performance Food Group Company 2006 Cash Incentive Plan.*U.
    
    Incorporated by reference to our Current Report on Form 8-K dated
April 13, 2006 (File No. 0-22192):10.23
    
    Form of Non-Qualified Stock Option Agreement.*V.
    
    Incorporated by reference to our Current Report on Form 8-K dated
May 17, 2006 (File No. 0-22192):10.24
    
    Form of Non-Employee Director Restricted Share Award Agreement.*W.
    
    Incorporated by reference to our Current Report on Form 8-K dated
June 29, 2006 (File No. 0-22192):10.25
    
    Amendment to Receivables Purchase Agreement dated as of June 26, 2006 by and between PFG
Receivables Corporation, as Seller, Performance Food Group Company, as Servicer, Jupiter
Securitization Corporation and JPMorgan Chase Bank, N.A., successor by merger to Bank One,
NA (Main Office Chicago).X.
    
    Incorporated by reference to our Current Report on Form 8-K dated August 21, 2006
(File No. 0-22192)10.26
    
    Steven L. Spinner Executive Compensation Summary.*
 42




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##### Table of Contents



ExhibitNumber
    
    DescriptionY.
    
    Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2006 (File No. 0-22192) filed November 7, 2006:10.27
    
    Amendment No. 3 to Rights Agreement dated September 8, 2006 between Performance
Food Group Company and Bank of New York, as subsequent Rights Agent.Z.
    
    Incorporated by reference to our Annual Report on Form 10-K for the fiscal year
ended December 30, 2006 (File No. 0-22192):10.28
    
    2007 Named Executive Officer and Director Compensation Summary.*AA.
    
    Incorporated herein by reference to our Current Report on Form 8-K dated February
27, 2007 (File No. 0-22192):10.29
    
    Performance Food Group Company 2007 Cash Incentive Plan.*BB.
    
    Incorporated herein by reference to our Current Report on Form 8-K dated March 6,
2007 (File No. 0-22192):10.30
    
    Form of Stock Appreciation Right Award Agreement.*CC.
    
    Incorporated herein by reference to our Quarterly Report for the quarter ended
March 31, 2007 (File No. 0-22192) filed May 8, 2007:10.31
    
    Fourth Amendment to Performance Food Group Company 1993 Employee Stock Incentive
Plan.*10.32
    
    Amendment No. 1 to Performance Food Group Company 2003 Equity Incentive Plan.*10.33
    
    Third Amendment to Performance Food Group Company 1993 Outside Directors Stock
Option Plan.*DD.
    
    Incorporated herein by reference to our Current Report on Form 8-K dated June 27,
2007 (File No. 0-22192):10.34
    
    Amendment to Receivables Purchase Agreement, dated as of June 25, 2007 is by and
among PFG Receivables Corporation, as Seller, Performance Food Group Company, as
Servicer, Falcon Asset Securitization Company LLC (assignee of Jupiter
Securitization Company LLC) and JPMorgan Chase Bank, N.A., successor by merger to
Bank One, NA (Main Office Chicago), as Agent.EE.
    
    Incorporated herein by reference to our Quarterly Report for the quarter ended
September 29, 2007 (File No. 0-22192) filed November 6, 2007:10.35
    
    Amended and Restated Performance Food Group Company Employee Stock Purchase Plan.*10.36
    
    Amended and Restated Performance Food Group Company Employee Savings and Stock
Ownership Plan.*10.37
    
    Amended and Restated Performance Food Group Company Senior Management Severance
Plan.*10.38
    
    Amendment No. 1 to Performance Food Group Company 2006 Cash Incentive Plan.*10.39
    
    Amendment No. 1 to Performance Food Group Company 2007 Cash Incentive Plan.*
 43




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##### Table of Contents



ExhibitNumber
    
    Description10.40
    
    Amended and Restated Performance Food Group Company Supplemental Executive
Retirement Plan.*FF.
    
    Incorporated herein by reference to our Current Report on Form 8-K dated December
3, 2007 (File No. 0-22192):3.2
    
    Restated Bylaws of Performance Food Group Company, as amended (Restated for SEC
electronic filing purposes only).GG.
    
    Incorporated herein by reference to our Current Report on Form 8-K dated January
18, 2008 (File No. 0-22192):2.2
    
    Agreement and Plan of Merger, dated as of January 18, 2008, by and among
Performance Food Group Company, VISTAR Corporation and Panda Acquisition, Inc.
(Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.
Performance Food Group Company agrees to furnish supplementally a copy of any
omitted schedule to the SEC upon request.)HH.
    
    Incorporated herein by
reference to our Annual Report on Form 10-K for the fiscal year ended
December 29, 2007 (File No. 0-22192):10.41
    
    Named Executive Officer and Director Compensation Summary.*10.42
    
    Amended and Restated Performance Food Group Company Deferred Compensation Plan.*10.43
    
    Form of Change of Control Agreement by and between Performance Food Group Company
and its Executive Officers.*10.44
    
    Negative consent amendment to the
Second Amended and Restated Credit Agreement dated as of October 7,
2005 by and among Performance Food Group Company, the Lenders a party
thereto, and Wachovia Bank, National Association as Administrative
Agent for the Lenders.10.45
    
    Fourteenth Amendment to the Performance Food Group Company Employee Savings and
Stock Ownership Plan.10.46
    
    Fifteenth Amendment to the Performance Food Group Company Employee Savings and
Stock Ownership Plan.21
    
    List of Subsidiaries.23.1
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.II.
    
    Filed herewith31.3
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.4
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Management contract or compensatory plan or arrangement 44




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##### Table of Contents



SIGNATURES
  PERFORMANCE FOOD GROUP COMPANYBy:
    
    /s/ John D. AustinJohn D. AustinSenior Vice President
and Chief Financial Officer
 45