EX-10.17



 Exhibit 10.17 

RESTRICTED STOCK GRANT NOTICE 

UNDER THE 
 PERFORMANCE
FOOD GROUP COMPANY 
 2015 OMNIBUS INCENTIVE PLAN 

(Performance-Based Vesting Award) 

Performance Food Group Company (the “Company”), pursuant to its 2015 Omnibus Incentive Plan (the “Plan”),
hereby grants to the Participant set forth below the “Maximum Number of Shares of Restricted Stock” set forth below. The shares of Restricted Stock are subject to all of the terms and conditions as set forth herein, in the Restricted Stock
Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning
set forth in the Plan. 
  

			
	Participant:	  	[Insert Participant Name]
		
	Grant Date:	  	[Insert Grant Date]
		
	Performance Period:	  	The period commencing on [Insert Performance Period Commencement Date] and ending on [Insert Performance Period End Date].
		
	Target Number of Shares of Restricted Stock:	  	[Insert Target No. of Shares of Restricted Stock Granted]
		
	Maximum Number of Shares of Restricted Stock:	  	[Insert Maximum No. of Shares of Restricted Stock at Maximum Level of Performance]1
		
	Vesting Schedule:	  	The shares of Restricted Stock shall vest at such times and in such amounts as set forth in Exhibit A of the Restricted Stock Agreement.

 *    *    * 

 
  

	1	Note: The Maximum Number of Shares of Restricted Stock will equal 150% of the target award. 








 THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK
AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN. 

 

							
	PERFORMANCE FOOD GROUP COMPANY	 		  	PARTICIPANT	  	
				
	  
	 	     
	  	  
	  	    
	By:	 		  		  	
	Title:	 		  		  	

 [Signature Page to Performance-Based Restricted Stock Award] 







 RESTRICTED STOCK AGREEMENT 

UNDER THE 
 PERFORMANCE
FOOD GROUP COMPANY 
 2015 OMNIBUS INCENTIVE PLAN 

Pursuant to the Restricted Stock Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant
Notice), and subject to the terms of this Restricted Stock Agreement (this “Restricted Stock Agreement”) and the Performance Food Group Company 2015 Omnibus Incentive Plan (the “Plan”), Performance Food Group
Company (the “Company”) and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. 

1. Grant of Shares of Restricted Stock. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby
grants to the Participant a number of shares equal to the “Maximum Number of Shares of Restricted Stock” provided in the Grant Notice. The Company may make one or more additional grants of shares of Restricted Stock to the Participant
under this Restricted Stock Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Restricted Stock Agreement to the extent provided therein. The Company reserves all
rights with respect to the granting of additional shares of Restricted Stock hereunder and makes no implied promise to grant additional shares of Restricted Stock. 

2. Vesting. Subject to the conditions contained herein and in the Plan, the shares of Restricted Stock shall vest and the
restrictions on such shares of Restricted Stock shall lapse as provided in Exhibit A, attached hereto. With respect to any share of Restricted Stock, the period of time that such share of Restricted Stock remains subject to vesting shall be
its Restricted Period. 
 3. Issuance of Shares of Restricted Stock. The provisions of Section 9(d)(i) of the Plan are
incorporated herein by reference and made a part hereof. 
 4. Treatment of Shares of Restricted Stock Upon Termination.
Except as set forth in Section A, attached hereto, the provisions of Sections 9(b) and 9(c)(ii) are incorporated herein by reference and made a part hereof. 

5. Company; Participant; Good Reason. 

(a) The term “Company” as used in this Restricted Stock Agreement with reference to employment shall include the Company and its
subsidiaries. 
 (b) Whenever the word “Participant” is used in any provision of this Restricted Stock Agreement under
circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the shares of Restricted Stock may be transferred by will or by the laws of descent and distribution, the
word “Participant” shall be deemed to include such person or persons. 
 (c) The term “Good Reason” as used in the Grant
Notice or this Option Agreement shall, in the case of any Participant who is party to an agreement between the Participant and the Company that contains a definition of “Good Reason”, mean and refer to the definition set forth in such
agreement, and in the case of any other Participant, “Good Reason” shall mean: (A) a material diminution in Participant’s base salary or annual bonus opportunity; (B) any material diminution in Participant’s authority,
duties or responsibilities; or (C) the relocation of Participant’s principal work location by more than fifty (50) miles; provided that none of these events shall constitute Good Reason unless the Company fails to cure








 
such event within thirty (30) days after receipt from Participant of written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” shall cease to
exist for an event on the sixtieth (60th) day following the later of its occurrence or Participant’s knowledge thereof, unless Participant has given the Company’s written notice thereof prior to such date. Notwithstanding anything
herein to the contrary, for purposes of the last proviso of the immediately foregoing sentence, a series of related events shall be deemed to have occurred on the date upon which the last event in such series of related events has occurred. 

6. Non-Transferability. The shares of Restricted Stock are not transferable by the Participant except to Permitted Transferees
in accordance with Section 14(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the shares of Restricted Stock, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or
otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the shares of Restricted Stock shall terminate and become of no further effect. 

7. Rights as Stockholder; Legend; Dividends. The provisions of Sections 9(b) and 9(e) of the Plan are incorporated herein by
reference and made a part hereof; provided that any cash or in-kind dividends paid with respect to the shares of Restricted Stock which have not, prior to the record date of the dividend, become vested shall be withheld by the Company without
interest and shall be paid to the Participant only when, and if, such shares of Restricted Stock shall become vested pursuant to Section 2 of this Restricted Stock Agreement. 

8. Tax Withholding. The provisions of Section 14(d)(i) of the Plan are incorporated herein by reference and made a part
hereof. The Participant shall satisfy such Participant’s withholding liability referred to in Section 14(d)(i) of the Plan by having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant
to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that the number of such shares may not have a Fair Market Value greater than the minimum required statutory
withholding liability unless determined by the Committee not to result in adverse accounting consequences. 
 9. Notice. Every
notice or other communication relating to this Restricted Stock Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time
be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be
mailed or delivered to the Company at its principal executive office, to the attention of the Company General Counsel, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to
the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed,
delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time. 

10. No Right to Continued Service. This Restricted Stock Agreement does not confer upon the Participant any right to continue as
an employee or service provider to the Company. 
 11. Binding Effect. This Restricted Stock Agreement shall be binding upon
the heirs, executors, administrators and successors of the parties hereto. 
 12. Waiver and Amendments. Except as otherwise
set forth in Section 13 of the Plan, 

  
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any waiver, alteration, amendment or modification of any of the terms of this Restricted Stock Agreement shall be valid only if made in writing and signed by the parties hereto; provided,
however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with
respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver. 

13. Governing Law. This Restricted Stock Agreement shall be construed and interpreted in accordance with the laws of the State
of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or
the Company relating to this Restricted Stock Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware. 

14. Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency
between the terms and provisions of the Plan and the provisions of this Restricted Stock Agreement, the Plan shall govern and control. 

  
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 Exhibit A 

1. Normal Vesting of Restricted Stock. 

(a) The Total Earned Amount of the shares of Restricted Stock, if any, for the Performance Period shall be determined as follows: fifty percent
(50%) shall be based on ROIC and fifty percent (50%) shall be based on relative TSR, as set forth in Sections 2 and 3 of this Exhibit A. 

(b) Subject to Section 2 of this Exhibit A, provided the Participant has not undergone a Termination on or prior to the last day
of the Performance Period, a number of shares of Restricted Stock equal to the Total Earned Amount (as calculated below) shall vest and the restrictions on such shares of Restricted Stock shall lapse on the date on which the Committee certifies the
achievement of the applicable performance targets set forth herein, which shall occur no later than sixty (60) days following the end of the Performance Period (the “Regular Vesting Date”). Any remaining shares of Restricted
Stock that do not vest in accordance with the preceding sentence shall immediately be forfeited to the Company by the Participant for no consideration therefor on the Regular Vesting Date. 

(c) Notwithstanding anything in Section 9(c)(ii) of the Plan to the contrary, in the event that the Participant undergoes a Termination
as a result of such Participant’s death or Disability prior to the Regular Vesting Date, such Participant shall vest in a number of shares of Restricted Stock equal to (i) a fraction, the numerator of which equals the number of elapsed
days from the first day of the Performance Period through the date of such Participant’s Termination, and the denominator of which equals 1,0962, multiplied by (y) the Total
Earned Amount, determined on the Regular Vesting Date. Any remaining shares of unvested Restricted Stock that do not vest in accordance with the preceding sentence shall immediately be forfeited to the Company by the Participant for no consideration
therefor on the Regular Vesting Date. 
 2. Calculating ROIC and Relative TSR.  

(a) The Committee shall determine ROIC in its sole discretion and no shares of Restricted Stock shall vest, and the restrictions on such shares
of Restricted Stock shall not lapse, until the Committee certifies such ROIC performance, pursuant to Section 1(b) of this Exhibit A. 

(b) The Committee shall determine relative TSR in its sole discretion and no shares of Restricted Stock shall vest, and the restrictions on
such shares of Restricted Stock shall not lapse, until the Committee certifies such relative TSR performance, pursuant to Section 1(b) of this Exhibit A. Relative TSR shall be calculated and the relative comparison, expressed in terms of
relative percentile ranking shall be applied to the S&P MidCap 400 Index; provided, that only companies in the S&P MidCap 400 Index that are public throughout the entire Performance Period shall be included for purposes of calculating
relative TSR. For purposes of calculating relative TSR, the Company’s TSR performance shall be expressed as a percentage (rounded to the nearest tenth of a percentage (0.1%)), in the value per share of Common Stock during the Performance Period
due to the appreciation in the price per share of Common Stock. 
 3. Calculating Total Earned Amount. The resulting value of
the shares of Restricted Stock that shall vest, subject to the Committee’s certification of the Company’s achievement as set forth in Sections 1(b) and 2 of this Exhibit A based on actual performance of the Company during the
Performance Period, as calculated by the tables set forth below in this Section 3 shall be hereinafter referred to as the “Total Earned Amount”. 
  

 

	2	NTD: The performance period will be less than 1,096 for the initial grants. 








 (a) The total number of shares of Restricted Stock that shall vest based on the achievement of
ROIC performance levels, subject to the Committee’s certification of the Company’s achievement of ROIC as set forth in Section 2(a) of this Exhibit A, shall equal the product of (i) fifty percent (50%) multiplied
by (ii) the Target Number of Shares of Restricted Stock multiplied by (iii) the Applicable Percentage, as determined in the below table: 
  

					
	 Performance Level
	  	ROIC	  	Applicable Percentage
	 Threshold
	  		  	
	 Target
	  		  	
	 Maximum
	  		  	

 (b) The total number of shares of Restricted Stock that shall vest based on the achievement of relative TSR
performance levels, subject to the Committee’s certification of the Company’s achievement of relative TSR as set forth in Section 2(b) of this Exhibit A, shall equal the product of (i) fifty percent
(50%) multiplied by (ii) the Target Number of Shares of Restricted Stock multiplied by (iii) the Applicable Percentage, as determined in the below table: 

 

					
	 Performance Level
	  	Relative TSR
Position	  	Applicable Percentage
	 Threshold
	  		  	
	 Target
	  		  	
	 Maximum
	  		  	

 4. Treatment of Shares of Restricted Stock Upon a Change in Control. 

(a) Notwithstanding Section 1 of this Exhibit A, in the event of a Change in Control, the shares of Restricted Stock shall be
converted, as determined by the Committee in its sole discretion, as follows (such converted shares, the “Converted Restricted Stock”): 

(i) In the event of a Change in Control prior to the date that is eighteen (18) months following the first day of the
Performance Period, the number of shares of Converted Restricted Stock shall equal the Target Number of Shares of Restricted Stock as set forth in the Grant Notice, which shall vest in full on June 30, 2018; provided that the Participant
has not undergone a Termination on or before such date. 
 (ii) In the event of a Change in Control on or after the date that
is eighteen (18) months following the first day of the Performance Period, and the performance from the first day of the Performance Period through the consummation of the Change in Control is measurable, in the sole discretion of the
Committee, the number of shares of Converted Restricted Stock shall equal the Total Earned Amount determined on the date of such Change in Control, with the applicable performance targets being measured as if the last day of the Performance Period
was 

  
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the date of the Change in Control; provided, however, that if the performance from the first day of the Performance Period through the consummation of the Change in Control is
unable to be measured for any reason, in the sole discretion of the Committee, then the number of shares of Converted Restricted Stock shall equal the Target Number of Shares of Restricted Stock as set forth in the Grant Notice. The Converted
Restricted Stock, as determined by this Section 5(a)(ii) shall vest in full on June 30, 2018; provided that the Participant has not undergone a Termination on or before such date. 

(b) In the event of a Change in Control prior to the Regular Vesting Date, the Participant shall fully vest in such Participant’s
Converted Restricted Stock if either: (i) the shares of Restricted Stock are (x) continued, converted, assumed, or replaced by the Company, a member of the Company Group or a successor entity thereto and (y) on or within eighteen
(18) months following such Change in Control and such Participant undergoes a Termination by the Service Recipient without Cause or by the Participant for Good Reason or (ii) the shares of Restricted Stock are not continued, converted,
assumed, or replaced by the Company, a member of the Company Group or a successor entity thereto. 
 5. Definitions.

 (a) “Adjusted EBIT” shall mean the sum of (i) Consolidated EBITDA (as defined in that certain Amended and
Restated Credit Agreement, dated May 8, 2012, among Performance Food Group Inc., PFGC, Inc., and the other parties thereto) minus (ii) depreciation and amortization of intangible assets, in each case, as reported on the
Company’s reviewed or audited, as applicable, consolidated statement of cash flows, in each case, over the twelve (12) trailing full quarters of the Company during the Performance Period. 

(b) “Applicable Percentage” shall mean the “Applicable Percentage” specified with respect to the
“Threshold”, “Target” and “Maximum” levels for each Performance Metric, or to the extent that the Company’s performance falls between two levels set forth on the tables above, linear interpolation shall apply. In
the event that the Company’s performance does not meet the “Threshold” requirements for a Performance Metric in the tables above, no award shall be earned with respect to such Performance Metric. In the event that the Company’s
performance exceeds the “Maximum” for a Performance Metric, such Performance Metric shall be capped at the “Maximum” amount. 

(c) “Average Net PP&E” shall mean the quotient of (i) Net PP&E, in each case, over the twelve (12) trailing
full quarters of the Company during the Performance Period divided by (ii) twelve (12). 
 (d) “Average Net Working
Capital” shall mean the quotient of (i) Net Working Capital, in each case, over the twelve (12) trailing full quarters of the Company during the Performance Period divided by (ii) twelve (12). 

(e) “Beginning Share Price” shall mean [Insert Price for Beginning Share Price. For IPO grants this will be the Offering
Price]. 
 (f) “Ending Share Price” shall mean the average closing price of a share of common stock of the Company or
member of the S&P MidCap 400 Index, as applicable, over the ten (10) trading-day period ending on (and including) the last date of the Performance Period (plus the value of any dividends declared on any share of such common stock in respect
of a record date occurring during the Performance Period, as adjusted assuming such dividends were reinvested in shares of common stock of the issuer of the dividend on such record date). All closing prices shall be the principal stock exchange or
quotation system closing prices on the date in question. 

  
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 (g) “Net PP&E” shall mean the Company’s net property, plant and
equipment, as reported on the Company’s reviewed or audited, as applicable, consolidated balance sheet. 
 (h) “Net Working
Capital” shall mean the Company’s net accounts receivable plus the Company’s net inventory minus the Company’s accounts payable (which includes outstanding checks in excess of deposits and trade accounts
payable), in each case, as reported on the Company’s reviewed or audited, as applicable, consolidated balance sheet. 
 (i)
“ROIC” shall mean the quotient of (i)(A) Adjusted EBIT divided by (B) three (3) divided by (ii) the sum of (A) Average Net PP&E plus (B) Average Net Working Capital. 

(j) “TSR” shall be mean the quotient of (i)(A) Ending Share Price minus (B) Beginning Share Price divided
by (ii) Beginning Share Price. 

  
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