**Exhibit10.43****AGREEMENT**(for Key Executives)     This Agreement is entered into as of the                      day of                                       , 20                    , by and betweenPerformance Food Group Company (“Employer”), a Tennessee corporation with its principal place ofbusiness at 12500 West Creek Parkway, Richmond, Virginia 23238 and [Executive] Name (“Executive”).**W I T N E S S E T H:**     WHEREAS, the Executive is currently employed by Employer or one of its affiliates and Employerand Executive desire to set forth certain rightsand obligations of Employer and Executive in the event of a change in control of Employer.     NOW, THEREFORE, in consideration of the premises hereof and of the mutual promises andagreements contained herein, the parties hereto, intending to be legally bound, hereby agree asfollows:     1. **Benefits Upon Termination of Employment Following a Change in Control****.**If at anytime within two years following the occurrence of a Change in Control (as defined in Section 14below) (i) the employment of Executive with Employer is terminated by Employer for any reason otherthan Good Cause (as defined in Section 14 below), or (ii) Executive terminates his employment withEmployer for Good Reason (as defined in Section 14 below), the following provisions will apply:          (a) Employer shall pay Executive an amount equal to: (i) 299.9% of Executive’s Base Salary (as definedin Section 14 below);  (ii) 299.9% of Executive’s Bonus (as defined inSection 14 below); and  (iii) The amount required to reimburse Executive onan after-tax basis as described in Section 15 hereof for any excise taxpayable by Executive under Section 4999 of the Internal Revenue Code of1986, as amended (the “Code”), or any successor provision thereto, onaccount of any payment, distribution or other compensation to Executivehereunder or under any employee stock plan or other compensatoryarrangement constituting (individually or when aggregated with allother such payments, distributions and compensation) an “excessparachute payment” as defined in Section 280G of the Code, or anysuccessor provision thereto.Either (A) the amounts described in clauses (i) and (ii) above will be paid to Executive asfollows: (1) one-third of the total amount due shall be paid in substantially equal semi-monthlyinstallments, over the twelve months immediately following termination of employment, (2) the
 

 
remaining two-thirds shall be paid in a lump sum within five business days after the expiration ofsuch twelve month period, and (3) the amount described in clause (iii) above will be paid withinthirty (30) days following termination of Executive’s employment; or (B) at the election ofExecutive by written notice to Employer given within fifteen (15) days following termination ofExecutive’s employment, all amounts or benefits payable pursuant to this Section 1 will be paidwithin thirty (30) days following termination of Executive’s employment.          (b) Executive shall receive any and all benefits accrued under any Incentive Plans (asdefined in Section 14 below) to the date of termination of employment, the amount, form and time ofpayment of such accrued benefits to be determined by the terms of such Incentive Plans.          (c) For purposes of any Incentive Plans, Executive shall be given service credit for allpurposes for, and shall be deemed to be an employee of Employer during the Coverage Period (asdefined in Section 14 below), notwithstanding the fact that he is not an employee of Employer orany Affiliate (as defined in Section 14 below) thereof during the Coverage Period; provided that,if the terms of any of such Incentive Plans do not permit such credit or deemed employee treatment,Employer will make payments and distributions to Executive outside of the Incentive Plans inamounts substantially equivalent to the payments and distributions Executive would have receivedpursuant to the terms of the Incentive Plans and attributable to such credit or deemed employeetreatment, had such credit or deemed employee treatment been permitted pursuant to the terms of theIncentive Plans.          (d) During the Coverage Period Executive and his spouse and family will continue to be coveredby all Welfare Plans (as defined in Section 14 below), maintained by Employer in which he or hisspouse or family were participating immediately prior to the date of his termination as if hecontinued to be an employee of Employer; provided that, if participation in any one or more of suchWelfare Plans is not possible under the terms thereof, Employer will provide substantiallyidentical benefits. If, however, Executive obtains employment with another employer during theCoverage Period, such coverage shall be provided until the earlier of: (i) the end of the CoveragePeriod or (ii) the date on which the Executive and his spouse and family can be covered under theplans of a new employer without being excluded from full coverage because of any actualpre-existing condition.     Compensation under Section 1(a), (b), (c) and (d) hereof is contingent upon Executive’scompliance with Section 4 hereof for periods prior to any required payment date.     2. **Setoff**.          (a) With respect to Section 1, no payments or benefits payable to or with respect to Executiveor his spouse pursuant to this Agreement shall be reduced by the amount of any claim of Employeragainst Executive or his spouse or any debt or obligation of Executive or his spouse owing toEmployer.          (b) With respect to Section 1, no payments or benefits payable to or with respect to Executivepursuant to this Agreement shall be reduced by any amount Executive or his
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spouse may earn or receive from employment with another employer or from any other source,except as expressly provided in Section 1(d).          (c) With respect to Section 1, the amounts payable under Sections 1(a)(i) and (ii) shall bereduced, on a dollar for dollar basis, by amounts actually paid to Executive (to the extent suchamounts paid represent future salary or cash bonuses) on account of any termination of employmentof Executive if such amounts are paid pursuant to the provisions of any written agreement forongoing employment with Employer in existence prior to the Change in Control.     3. **Death**. If Executive dies during the Coverage Period:          (a) All amounts not theretofore paid described in Section 1(a) shall be paid to his estate.          (b) The spouse and family of Executive shall, during the remainder of the Coverage Period, becovered under all Welfare Plans made available by Employer to Executive or his spouse immediatelyprior to the date of his death; provided that, if participation in any one or more of such plansand arrangements is not possible under the terms thereof, Employer will provide substantiallyidentical benefits.     Any benefits payable under this Section 4 are in addition to any other benefit due toExecutive or his spouse or beneficiaries from Employer, including, but not limited to, paymentsunder any Incentive Plans.     4. **Restrictive Covenants**.          (a) Confidential Information. Executive agrees not (i) to disclose, following termination ofhis employment, to any person (other than to any person specifically authorized by the Board ofDirectors of Employer) any material confidential information concerning the Employer or any of itsAffiliates, including, but not limited to, strategic plans, customer lists, contract terms,financial costs, pricing terms, sales data or business opportunities whether for existing, new ordeveloping businesses or (ii) to use such information in any way detrimental to the Employer.          (b) Non-Competition. For a period of one year following termination of employment under thecircumstances described in Section 1 hereof, Executive will not directly or indirectly own, manage,operate, control or participate in the ownership, management, operation or control of, or beconnected as an officer, employee, partner, director or otherwise with, or have any financialinterest in, or aid or assist anyone else in the conduct of, any business which is in competitionwith any business conducted by the Employer or any Affiliate of Employer in any state in which theEmployer or any Affiliate of Employer is conducting business on the date of the Change in Control,provided that ownership of 5% or less of the voting stock of any public corporation shall notconstitute a violation hereof.          (c) Enforcement. Executive and the Employer acknowledge and agree that any of the covenantscontained in this Section 4 may be specifically enforced through injunctive relief but such rightto injunctive relief shall not preclude the Employer from other remedies which may be available toit.
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     5. **Executive Assignment**. No interest of Executive or his spouse or any otherbeneficiary under this Agreement, or any right to receive any payment or distribution hereunder,shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, orother alienation or encumbrance of any kind, nor may such interest or right to receive a payment ordistribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations ordebts of, or other claims against, Executive or his spouse or other beneficiary, including claimsfor alimony, support, separate maintenance, and claims in bankruptcy proceedings.     6. **Benefits Unfunded**. All rights of Executive and his spouse or other beneficiaryunder this Agreement shall at all times be entirely unfunded and no provision shall at any time bemade with respect to segregating any assets of Employer for payment of any amounts due hereunder.Neither Executive nor his spouse or other beneficiary shall have any interest in or rights againstany specific assets of Employer, and Executive and his spouse or other beneficiary shall have onlythe rights of a general unsecured creditor of Employer.     7. **Cost of Enforcement; Interest**. In the event that Executive collects any part orall of the payments or benefits due hereunder or otherwise enforces the terms of this Agreementfollowing a dispute with Employer regarding the terms of this Agreement by or through a lawyer orlawyers, Employer will pay all costs of such collection or enforcement, including reasonableattorneys’ and accountants’ fees and other out-of-pocket expenses incurred by the Executive, up tothat point when Employer offers to settle the dispute for an amount equal to the amount which theExecutive actually recovers; provided, however, that if the Executive violates any provision ofSection 4, this Section 7 shall be void and of no further force and effect.     8. **Notices**. Any notice required or permitted to be given under this Agreement shallbe sufficient if in writing and sent by registered or certified mail to his residence in the caseof Executive, or to its principal office in the case of the Employer and the date of mailing shallbe deemed the date which such notice has been provided.     9. **Waiver of Breach**. The waiver by either party of any provision of this Agreementshall not operate or be construed as a waiver of any subsequent breach by the other party.     10. **Assignment; Successors**. The rights and obligations of the Employer under thisAgreement shall inure to the benefit of and shall be binding upon the successors and assigns of theEmployer, including the surviving entity in any merger, consolidation, share exchange or othertransaction described in Section 14(d)(ii) hereof or any person, entity or group that has acquireda majority of the outstanding shares of Common Stock (or securities convertible into Common Stock)of Employer or all, or substantially all, of the assets of Employer. The Executive acknowledgesthat the services to be rendered by him are unique and personal, and Executive may not assign anyof his rights or delegate any of his duties or obligations under this Agreement.     11. **Entire Agreement**. This instrument contains the entire agreement of the partiesand supersedes all other prior agreements, employment contracts and understandings, both writtenand oral, express or implied with respect to the subject matter of this Agreement and may
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not be changed orally but only by an agreement in writing signed by the party against whomenforcement of any waiver, change, modification, extension or discharge is sought.     12. **Applicable Law**. This Agreement shall be governed by the laws of the State ofTennessee, without giving effect to the principles of conflicts of law thereof.     13. **Headings**. The sections, subjects and headings of this Agreement are inserted forconvenience only and shall not affect in any way the meaning or interpretation of this Agreement.     14. **Definitions**. For purposes of this Agreement:          (a) “Affiliate” shall have the meaning set forth in the Securities Exchange Act of 1934, asamended (the “Exchange Act”).          (b) “Base Salary” means the higher of (i) Executive’s annual base salary in effect immediatelyprior to the occurrence of the Change in Control giving rise to an obligation on the part ofEmployer to make any payments under this Agreement or (ii) Executive’s highest annual base salaryin effect after the occurrence of the Change in Control giving rise to an obligation on the part ofEmployer to make any payment under this Agreement but prior to the termination of Executive’semployment under the circumstances described in Section 1 above.          (c) “Bonus” shall mean the higher of: (i) an amount determined by multiplying (A) Executive’sannual base salary in effect immediately prior to the Change in Control giving rise to theobligation of Employer to make any payment under this Agreement by (B) a percentage that is theaverage percentage of such base salary represented by the annual bonus paid to Executive in thethree full calendar years of employment immediately preceding the date of such Change in Control(or if Executive was employed by Employer for less than three full calendar years prior to suchChange in Control, such shorter period as Executive was employed by Employer prior to such Changein Control) or (ii) an amount determined by multiplying (A) the Executive’s highest annual basesalary in effect after the occurrence of the Change in Control giving rise to an obligation on thepart of Employer to make any payment under this Agreement but prior to termination of employmentunder the circumstances described in Section 1 by (B) the highest percentage of Executive’s annualbase salary represented by any annual bonus received by Executive following the occurrence of suchChange in Control giving rise to an obligation on the part of Employer to make any payment underthis Agreement. Bonus amounts received in respect of less than a full year of service shall berecomputed on an annualized basis for purposes of any determination of annual bonus hereunder.          (d) “Change in Control” shall mean the occurrence of any of the following: (i) any person or entity, including a “group” asdefined in Section 13(d)(3) of the Exchange Act, other than Employer ora wholly-owned subsidiary thereof or any employee benefit plan ofEmployer or any of its subsidiaries, becomes the beneficial owner ofEmployer’s securities having 50% or more of the combined voting powerof the then outstanding securities of Employer that may be cast for theelection of directors of Employer (other than as
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   a result of an issuance of securities initiated by Employer in theordinary course of business); or  (ii) as the result of, or in connection with, anycash tender or exchange offer, merger or other business combination,sales of assets or contested election, or any combination of theforegoing transactions, less than a majority of the combined votingpower of the then outstanding securities of Employer or any successorcorporation or entity entitled to vote generally in the election of thedirectors of Employer or such other corporation or entity after suchtransaction are held in the aggregate by the holders of Employer’ssecurities entitled to vote generally in the election of directors ofEmployer immediately prior to such transaction; or  (iii) during any period of two consecutive years,individuals who at the beginning of any such period constitute theBoard of Directors of Employer cease for any reason to constitute atleast a majority thereof, unless the election, or the nomination forelection by Employer’s shareholders, of each director of Employer firstelected during such period was approved by a vote of at leasttwo-thirds of the directors of Employer then still in office who weredirectors of Employer at the beginning of any such period.          (e) “Coverage Period” shall mean the period beginning on the date the Executive’s employmentwith Employer terminates under circumstances described in Section 1 and ending on the date that istwelve (12) months thereafter.          (f) “Good Cause” shall be deemed to exist if, and only if after the occurrence of a Change inControl: (i) Executive engages in material acts or omissionsconstituting dishonesty, breach of fiduciary obligation or intentionalwrongdoing or malfeasance which are demonstrably injurious to theEmployer; or  (ii) Executive is convicted of a violation involvingfraud or dishonesty.     Without limiting the generality of the foregoing, if Executive acted in good faith and in amanner he reasonably believed to be in, and not opposed to, the best interest of Employer and hadno reasonable cause to believe his conduct was unlawful in connection with any action taken byExecutive in connection with his duties, it shall not constitute Good Cause.     Notwithstanding anything herein to the contrary, in the event Employer shall terminate theemployment of Executive for Good Cause hereunder, Employer shall give at least 30 days priorwritten notice to Executive specifying in detail the reason or reasons for Executive’s termination.          (g) “Good Reason” shall exist if after the occurrence of a Change of Control:
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 (i) there is a significant change in the nature orthe scope of Executive’s authority;  (ii) there is a reduction in Executive’s rate ofbase salary;  (iii) Employer changes the principal location inwhich Executive is required to perform services outside a thirty-fivemile radius of such location without Executive’s consent;  (iv) there is a reasonable determination byExecutive that, as a result of a change in circumstances significantlyaffecting his position, he is unable to exercise the authority, powers,function or duties attached to his position; or  (v) Employer terminates or amends any IncentivePlan so that, when considered in the aggregate with any substitute planor other substitute compensation, the Incentive Plan in which he isparticipating fails to provide him with a level of benefits equivalentto at least 75% of the value of the level of benefits provided in theaggregate by the terminated or amended Incentive Plan at the date ofsuch termination or amendment; provided, however, that Good Reasonshall not be deemed to exist under this clause (v) if the decline inIncentive Plan compensation is related to a decline in performance.          (h) “Incentive Plans” shall mean any incentive, bonus, deferred compensation or similar planor arrangement currently or hereafter made available by Employer in which Executive is eligible toparticipate.          (i) “Welfare Plans” shall mean any health and dental plan, disability plan, survivor incomeplan and life insurance plan or arrangement currently or hereafter made available by Employer inwhich Executive is eligible to participate.     15. **Reimbursement for Excise Taxes**. For purposes of determining the amount of anypayment described in clause (iii) of Section 1(a) hereof, Executive shall be deemed to have beenreimbursed on an after-tax basis for any excise tax described therein if Executive has received (a)the amount of such excise tax and (b) the amount of any taxes (including federal, state and localincome taxes as well as any excise tax under Section 4999 of the Code, or any successor provisionthereto) payable on account of the reimbursement for such excise tax and any such income and excisetaxes payable on account of such reimbursement for income and excise taxes. In the event thatExecutive and Employer fail to agree as to the amount described in clause (iii) of Section 1(a)hereof within ten (10) days following the date of termination of employment, such amount will bedetermined by a firm of independent accountants mutually agreed upon by Executive and Employerwithin thirty (30) days following the date of termination of employment. Employer shall reimburseExecutive for any additional income and/or excise taxes (and any penalties and interest thereon) asmay be determined to be payable by any taxing authority in respect of any excise tax imposed underSection 4999 of the Code, or any successor
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provision thereto, and any reimbursement described in clause (iii) of Section 1(a) or in thisSection 15.     16. **Employment Rights**. Nothing expressed or implied in this Agreement shall createany right or duty on the part of Employer or the Executive to have the Executive remain in theemployment of Employer prior to any Change in Control, provided, however, that any termination ofemployment of the Executive or the removal of the Executive from the office or position in Employerfollowing the commencement of any discussion with a third person that ultimately results in aChange in Control shall be deemed to be a termination or removal of the Executive after a Change inControl for purposes of this Agreement.     17. **Counterparts**. This Agreement may be executed in counterparts, each of which shallbe deemed an original.     18. **Severability; Construction**. In the event any provision of this Agreement is heldillegal or invalid, the remaining provisions of this Agreement shall not be affected thereby. Inthe event that Section 4(b) is deemed by any court of competent jurisdiction to be invalid due toover breadth, such Section 4(b) shall be construed as narrowly as necessary to be enforceable.     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first writtenabove.               [Executive]           PERFORMANCE FOOD GROUP COMPANY           By:      Title:           
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