EXHIBIT 10.30
PERFORMANCE FOOD GROUP COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EFFECTIVE JANUARY 4, 2004
THE PERFORMANCE FOOD GROUP COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Performance Food Group Company Supplemental Executive Retirement
Plan (the "Plan") is hereby established by Performance Food Group Company (the
"Company") in accordance with the terms set forth below effective January 4,
2004.
WHEREAS, the Company maintains a qualified retirement plan for the
benefit of its employees; and
WHEREAS, various qualified plan requirements apply to limit the
benefits that may be provided to highly compensated employees of the Company
under the qualified plan; and
WHEREAS, in recognition of the qualified plan limits, the Company
desires to establish a supplemental nonqualified retirement plan for certain
executive employees of the Company; and
WHEREAS, the Company believes that such a plan will assist greatly in
attracting and retaining highly qualified and well motivated executives; and
WHEREAS, the employees benefiting under the Plan shall be members of a
select group of management or highly compensated employees as selected by the
Board of Directors of the Company.
NOW THEREFORE, the Plan is established subject to the terms and
conditions below.
ARTICLE I
OBJECTIVES AND DEFINITIONS
1.01 PURPOSE OF THE PLAN. The Plan is established for the purpose of
providing supplemental nonqualified retirement benefits for certain management
or highly compensated employees of the Company within the meaning of Section
201(2), 301(a)(3) And 401(a)(1) of Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The Plan shall also be treated as an
unfunded, unsecured deferred compensation plan for purposes of Sections 83, 451
and 402 of the Internal Revenue Code of 1986, as amended (the "Code"). It is
intended that the Plan will assist in attracting and retaining qualified
individuals to serve as officers and managers of the Company.
1.02 DEFINED TERMS. As used herein, unless the context requires
otherwise the terms below shall have the following definitions:
"ACCOUNT BALANCE" has the meaning set forth in Section 3.02
"ANNUAL COMPENSATION" means the Participant's annual base compensation,
plus any and all bonuses or commissions earned, including any pre-tax
deferrals, earned in a Plan Year.
"BENEFICIARY" has the meaning set forth in Section 7.01.
"BOARD OF DIRECTORS" means the Board of Directors of the Company.
"CAUSE" means (i) a felony conviction of a Participant or the failure
of a Participant to contest prosecution for a felony, (ii) a
Participant's willful misconduct or dishonesty, which is directly and
materially harmful to the business or reputation of the Company or any
Subsidiary or Affiliate, (iii) the engaging by the Participant in
conduct which is demonstrably injurious to the Company, monetarily or
otherwise, (iv) a material failure on the part of a Participant to meet
performance standards or objectives established by the Participant's
supervisor(s), (v) a material breach or violation of the Company's
employee policies, or (vi) any act, omission or failure to act by the
participant which the Committee determines, in its sole discretion,
constitutes Cause. For purposes of this paragraph, no act, or failure
to act, on the Participant's part shall be considered "willful" unless
done, or omitted to be done, by the Participant not in good faith and
without reasonable belief that the Participant's action or omission was
in the best interest of the Company. Any determination of Cause for
purposes of the Plan or any Award shall be made by the Committee in its
sole discretion. Any such determination shall be final and binding on a
Participant.
"CHANGE IN CONTROL" means the occurrence of any of the following:
(i) any person or entity, including a "group" as defined
in Section 13(d)(3) of the Exchange Act, other than
the Company or a wholly-owned subsidiary thereof or
any employee benefit plan of the Company or any of
its Subsidiaries, becomes the beneficial owner of the
Company's securities having 35% or more of the
combined voting power of the then outstanding
securities of the Company that may be cast for the
election of directors of the Company (other than as a
result of an issuance of securities initiated by the
Company in the ordinary course of business); or
(ii) as the result of, or in connection with, any cash
tender or exchange offer, merger or other business
combination, sales of assets or contested election,
or any combination of the foregoing transactions,
less than a majority of the combined voting power of
the then outstanding securities of the Company or any
successor company or entity entitled to vote
generally in the election of the directors of the
Company or such other corporation or entity after
such transaction are held in the aggregate by the
holders of the Company's securities entitled to vote
generally in the election of directors of the Company
immediately prior to such transactions; or
(iii) during any period of two consecutive years,
individuals who at the beginning of any such period
constitute the Board cease for any reason to
constitute at least a majority thereof, unless the
election, or the nomination for election by the
Company's shareholders, of each director of the
Company first elected during such period was approved
by a vote of at least two-thirds of the directors of
the Company then still in office who were directors
of the Company at the beginning of any such period.
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"CODE" means the Internal Revenue Code of 1986, as amended.
"COMMITTEE" means the Compensation Committee of the Company's Board of
Directors.
"COMPANY" means Performance Food Group Company, designated
subsidiaries, and successors thereto.
"COMPANY CONTRIBUTION" means the sum of the "Floor Contribution" and
"Performance Contribution" described in Section 3.03 which are deemed
to be contributed and credited to a Participant's account.
"CREDITED SERVICE" means the whole years of service measured by the
Plan Year, determined by the Company, from a Participant's date of
hire.
"DELAYED RETIREMENT DATE" means the end of the month following the
Participant's 65th birthday as of which he elects to retire.
"DISABILITY DATE" means the date the Participant is determined to be
Permanently Disabled. Notwithstanding the provisions of Article V, a
Participant shall be fully vested upon his Disability Date.
"EARLY RETIREMENT DATE" means the last day of the month that is the
earlier of: (i) attainment of age 55 with at least 20 Years of Credited
Service, or (ii) attainment of age 59 1/2 with at least 15 Years of
Credited Service, or (iii) attainment of age 62 with at least 10 Years
of Credited Service.
"ENROLLMENT DATE" means the date chosen and approved by the Committee
as the Participant's participation date in the Plan.
"FLOOR CONTRIBUTION" means the amount determined in Section 3.03
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"NORMAL RETIREMENT BENEFIT" means the benefit described in Section
3.02.
"NORMAL RETIREMENT DATE" means the last day of the month of a
Participant's 65th birthday.
"PARTICIPANT" means a member of senior management who has been selected
by the Committee to participate in the Plan and who has not been
removed therefrom, pursuant to Article II.
"PERMANENTLY DISABLED" means disability within the meaning of the
Performance Food Group Company Long-Term Disability Plan that covers a
Participant.
"PLAN" means the Supplemental Executive Retirement Plan of Performance
Food Group Company as set forth in this instrument, as it may be
amended from time to time.
"PLAN YEAR" means the fiscal year of the Company.
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"POTENTIAL CHANGE IN CONTROL" means any of the following events:
(i) The approval by the shareholders of the Company of an
agreement by the Company, the consummation of which would
result in a Change in Control of the Company; or
(ii) The acquisition of beneficial ownership, directly or
indirectly, by any entity, person or group (other than the
Company or a Subsidiary or any Company employee benefit plan
(including any trustee of such plan acting as such trustee))
of securities of the Company representing 5% or more of the
combined voting power of the Company's outstanding securities
and the adoption by the Committee of a resolution to the
effect that a Potential Change in Control of the Company has
occurred for purposes of this Plan.
"RETIREMENT BENEFIT" means the Participant's benefit as determined
under Section 3.02.
"RETIREMENT DATE" means the date the Participant actually terminates
employment with the Company as a result of Early, Normal, Disability or
Deferred Retirement.
ARTICLE II
PARTICIPATION
2.01 PLAN PARTICIPATION.
(a) Eligibility to Participate - Participation in the Plan
shall be limited to members of Senior Management of the
Company who are specifically designated for participation by
the Committee. In selecting individuals for participation in
the Plan, the Committee shall have sole, absolute and complete
discretion, and such selection shall be in recognition of past
performances and/or expected future performance. The Committee
shall inform each Participant of his designation as a
Participant.
(b) Removal From Participation - The Committee shall have
sole, absolute and complete discretion to remove a Participant
from the Plan. Upon removal, the Participant shall not be
eligible for additional Company Contributions but shall be
credited with any additional Years of Credited Service, if
any, during his continued employment with the Company. A
Participant who has been removed from participation shall be
entitled to receive a distribution of the vested portion of
his Account, if any, in accordance with Section 6.01(d).
ARTICLE III
RETIREMENT BENEFITS
3.01 RETIREMENT BENEFIT. A Participant who continues employment with
the Company until his Early, Normal, Disability or Delayed Retirement Date shall
receive the benefit determined according to Section 3.02.
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3.02 DETERMINATION OF BENEFIT. The amount of the benefit payable to
a Participant, under this Plan shall be determined based on
the Account Balance for each Participant. The Account Balance
at any time will be valued as follows:
(a) Each Participant in the Plan will have an Account
established upon his behalf.
(b) The Account will be increased by an amount of any Company
Contribution, determined under Section 3.03, that may be
provided from time to time.
(c) The Interest Crediting Rate for any Plan Year, determined
by the Committee, will also increase the Account Balance.
Appendix I provides the Interest Crediting Rate for the Plan
Year.
(d) The amount of the benefit payable will be based upon the
Account Balance after application of the vesting rules
determined under Section 4.01
3.03 DETERMINATION OF COMPANY CONTRIBUTION. The amount of Company
Contribution may take the following forms, as determined by
the Committee, as follows:
(a) Floor Contribution - an amount equal to five percent
(5%) of each Participant's Annual Compensation.
(b) Performance Contribution - an amount equal to a
specific percentage of each Participant's Annual
Compensation, based on progress towards the
Performance Target. Appendix II details the
Performance Target that is in effect for the Plan
Year and the amount of the Performance Contribution
that may be earned by each Participant for meeting
the required Performance Target.
3.04 LAST DAY RULE. No Contribution shall be made on behalf of a
Participant who is not an employee as of the last day of the Plan Year for which
the Contribution is to be made.
ARTICLE IV
PRE-RETIREMENT DEATH BENEFIT
4.01 ACTIVE PARTICIPANT. If a Participant dies while actively employed
by the Company, his Account shall become fully vested, and his Beneficiary shall
receive the benefit determined under Section 3.02.
ARTICLE V
VESTING
5.01 VESTING RETIREMENT BENEFITS. Subject to the provisions of Section
5.02 regarding vesting upon a Change of Control and the provisions of Article
VIII regarding
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forfeiture of benefits, a Participant shall acquire a 100% non-forfeitable
interest in his unfunded and unsecured right to receive his Retirement Benefit
determined under Section 3.02 of the Plan when the Participant completed at
least six Years of Credited Service.
If a Participant terminates employment prior to completing six Years of Credited
Service under this Plan, the following schedule will apply:
- --------------------------------------------------------------------------------
Years of Service Vested percentage
- --------------------------------------------------------------------------------
Less than two 0%
- --------------------------------------------------------------------------------
More than two, but less than three 20%
- --------------------------------------------------------------------------------
More than three, but less than four 40%
- --------------------------------------------------------------------------------
More than four, but less than five 60%
- --------------------------------------------------------------------------------
More than five, but less than six 80%
- --------------------------------------------------------------------------------
More than six 100%
- --------------------------------------------------------------------------------
Any non-vested portion of his Account shall be forfeited.
5.02 CHANGE IN CONTROL.
Upon (i) a Change in Control or (ii) to the extent determined by the
Committee, a Potential Change in Control, all Retirement Benefits provided under
Section 3.02 shall become fully vested.
ARTICLE VI
BENEFIT COMMENCEMENT AND PAYMENT OPTIONS
6.01 BENEFIT COMMENCEMENT.
(a) Payment of the Normal Retirement Benefit, Early
Retirement Benefit and Delayed Retirement Benefit
shall commence as soon as practicable after the
Participant's actual Retirement Date.
(b) Payment of the Disability Retirement Benefit shall
commence as soon as practicable after the
Participant's Disability Date.
(c) Payment of the Pre-Retirement Death Benefit shall
commence as soon as practical after the Participant's
death.
(d) Payment of the vested portion of the Account of a
Participant who was removed from participation or who
terminates employment prior to reaching his
Retirement Date shall commence as soon as practical
after the one-year anniversary of the Participant's
termination of employment.
6.02 FORM OF BENEFIT PAYMENT. Benefits shall be payable in the form of
a lump-sum distribution.
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ARTICLE VII
BENEFICIARY
7.01 BENEFICIARY. A Participant's Beneficiary shall be the person last
designated as such in writing, filed by the Participant and on record with the
Company with respect to this Plan. A Participant may change or amend such
Beneficiary designation at any time by filing a new written designation. If no
Beneficiary designation is in force at the Participant's death, or the
designated Beneficiary has predeceased the Participant, then the Participant's
Beneficiary shall be his surviving spouse, or if none, his estate.
ARTICLE VIII
FORFEITURES
8.01 FORFEITURE FOR CAUSE. Notwithstanding any other provisions in the
Plan, a Participant shall forfeit his entire interest in the Plan if he is (i)
dismissed for Cause (or is permitted to resign or retire in lieu of dismissal)
or (ii) separates from service and becomes employed within one year after
separation from service with an entity that is deemed to be in competition with
the Company.
ARTICLE IX
ADMINISTRATION
9.01 ADMINISTRATOR. The Committee shall have complete authority to take
any steps the Committee, in its sole discretion, deems necessary or appropriate
to carry out the purposes of the Plan. The Committee shall have sole, absolute
and complete discretion to interpret the provisions of the Plan as they apply to
particular facts and circumstances. Without limiting the generality of the
foregoing, the Committee may prescribe interpretive rules, procedures and forms
for the administration of the Plan. In addition, the Committee in its sole
discretion may delegate ministerial duties with respect to the administration of
the Plan to employees of the Company or to third parties.
9.02 CLAIMS-PROCEDURE.
(a) All claims for benefits shall be in writing in a form
satisfactory to the Committee.
(b) If the Committee wholly or partially denies a
Participant's or Beneficiary's claim for benefits,
the Committee shall within ninety (90) days after the
Plan's receipt of the claim give the claimant written
notice setting forth in understandable language:
(i) the specific reason(s) for the
denial;
(ii) specific reference to pertinent
Plan provisions on which the denial
is based;
(iii) a description of any additional
material or information which must
be submitted to perfect the claim,
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and an explanation of why such
material or information is
necessary; and
(iv) an explanation of the Plan's review
procedure.
The claimant shall have sixty (60) days after the day
on which such written notice of denial is handed or
mailed to him, in which to apply (in person or by
authorized representative) to the Vice President,
Human Resources in writing for a full and fair review
of the denial of his claim. In connection with such
review, the claimant (or his representative) shall be
afforded reasonable opportunity to review pertinent
documents, and may submit issues and comments in
writing.
The Committee shall issue its decision on review
promptly and within sixty (60) days after the Plan's
receipt of the request for review, unless special
circumstances require an extension to not later than
one hundred twenty (120) days after receipt of the
request for review. (Written notice of any such
extension shall be furnished to the claimant before
the commencement of such extension). The decision
shall be in writing and shall in understandable
language set forth specific reasons for the decision
and specific references to pertinent Plan provisions
on which the decision is based.
ARTICLE X
AMENDMENT AND TERMINATION
10.01 AMENDMENT. Except as provided below, the Committee shall have
full authority to amend the Plan prospectively or retroactively in any respect
without the consent of any Participant or Beneficiary. However, the Plan may not
be amended to affect adversely benefits due to Participants who are fully or
partially vested in accordance with Section 5.01. For purposes of this Plan,
benefits earned and vested to the date of any such amendment shall be calculated
as if the Plan were terminated on the date of such amendment.
10.02 TERMINATION. The Committee, in its sole, absolute and complete
discretion, may discontinue and terminate the Plan at any time without the
consent of any Participant or Beneficiary, who shall have no further right to
benefits under the Plan; provided, however, that such action shall not adversely
affect benefits due to Participants who are fully or partially vested in
accordance with Section 5.01 as the date of such termination.
ARTICLE XI
MISCELLANEOUS
11.01 EFFECT ON EMPLOYMENT RIGHTS. Nothing contained in this Plan shall
be deemed to give any Participant or employee the right to be retained in the
service of the Company or to interfere with the right of the Company to
discharge any Participant or employee at any time regardless of the effect which
such discharge shall have upon him as a Participant in the Plan.
11.02 PLAN UNFUNDED. Benefits under the Plan are unfunded and
unsecured. The rights of a Participant or Beneficiary shall be solely those of
any unsecured general creditor of the Company. Should the Company choose to
invest in insurance contracts or other specific assets
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with a view towards providing an informal source of funds to pay benefits
hereunder, any such asset shall be held in the Company's name and shall be
subject to the claims of its general creditors, and no Participant shall have
any special claim or lien on any such asset. No trust or security interest is
intended to be created by this document.
11.03 NO SALARY REDUCTION. The Plan does not involve a reduction in
salary for the Participant or the foregoing of an increase in future salary by
the Participant.
11.04 RETIRED PARTICIPANT NOT AN EMPLOYEE. A retired Participant shall
not be considered an employee for any purpose under the law.
11.05 NON-ALIENATION. Except insofar as this provision may be contrary
to applicable law, no sale, transfer, alienation, assignment, pledge,
collateralization, or attachment of any benefits under this Plan shall be valid
or recognized by the Committee.
11.06 CONSTRUCTION OF THE PLAN. For the purposes of the Plan, the
singular shall include the plural and vice versa; and the use of any gender
shall include all genders.
11.07 BINDING ON SUCCESSORS. This Plan shall be binding upon the inure
to the benefit of the Company, its successors and each Participant and his
heirs, executors, administrators and legal representatives.
11.08 GOVERNING LAW. This Plan shall be governed by the laws of the
Commonwealth of Virginia. This Plan is solely between the Company and the
Participant. The Participant and his or her Beneficiary shall have recourse only
against the Company for enforcement of the Plan.
This instrument is executed on ___________________, 2003, but is effective as of
January 4, 2004.
PERFORMANCE FOOD GROUP COMPANY
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APPENDIX I
INTEREST CREDITING RATE
The initial Interest Crediting Rate under Section 3.02 of the Plan will be eight
percent (8%). The Committee will utilize this Interest Crediting Rate for the
initial Plan Year. The Interest Crediting Rate will continue at this rate until
amended by the Committee at any time during a subsequent Plan Year.
APPENDIX II
PERFORMANCE TARGET, PERFORMANCE CONTRIBUTION AND
MAXIMUM COMPANY CONTRIBUTION
Performance Target:
The following Performance Target will be utilized for the Plan Year beginning
January 2004 and will continue for subsequent Plan Years until amended by the
Committee. The term "Performance Target" is defined as the consolidated earnings
for the Company before interest and taxes as budgeted and approved by the Board
for the Plan Year.
Performance Contribution:
For every one percent (1%) over 95% of the Performance Target, an additional one
percent (1%) of Annual Compensation will be credited by the Company to each
Eligible Participant's Account. The maximum Performance Contribution shall be
15% of Annual Compensation (which will occur when 110% or more of the
Performance Target is achieved.)
Maximum Company Contribution:
For any Plan year, the maximum Company Contribution shall be 20% of Annual
Compensation.