EXHIBIT 10.1
OPTION GRANT NOTICE
UNDER THE
PERFORMANCE FOOD GROUP COMPANY
2015 OMNIBUS INCENTIVE PLAN
Performance Food Group Company (the “Company”), pursuant to its 2015 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of Common Stock) set forth below, at an Exercise Price per share as set forth below. The Options are subject to all of the terms and conditions as set forth herein, in the Option 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] |
Date of Grant: | [Insert Grant Date] |
Vesting Commencement Date: | [Insert Vesting Commencement Date] |
Number of Options: | [Insert Number of Options] |
Exercise Price: | [Insert Exercise Price] |
Option Period Expiration Date: | [Insert Expiration Date] |
Type of Option: | Non-qualified Stock Option |
Vesting Schedule: | Provided that the Participant has not undergone a Termination at the time of each applicable vesting date (or event): |
| [Insert Vesting Schedule] |
| provided, however, that the Options shall fully vest and become exercisable in the following circumstances: |
| (i) if the Participant undergoes a Termination as a result of such Participant’s death or Disability; |
| (ii) immediately prior to a Change in Control if the Options would not otherwise be continued, converted, assumed, or replaced by the Company, a member of the Company Group or a successor entity thereto; or |
| (iii) if the Participant undergoes a Termination by the Service Recipient without Cause or by such Participant for Good Reason within the eighteen (18)-month period immediately following a Change in Control in which the Options are continued, converted, assumed, or replaced by the Company, a member of the Company Group or a successor entity thereto. |
* * *
1
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN.
PERFORMANCE FOOD GROUP COMPANY
| PARTICIPANT
|
2
OPTION AGREEMENT
UNDER THE
PERFORMANCE FOOD GROUP COMPANY
2015 OMNIBUS INCENTIVE PLAN
Pursuant to the Option Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Option Agreement (this “Option 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.
3
4
5