EXHIBIT 10.35
DIRECTOR COMPENSATION SUMMARY
Annual Retainer
Each non-employee director receives $35,000 as an annual retainer.
Meeting Fees
For each meeting of the board of directors of Performance Food Group
Company, a Tennessee corporation, (the "Company"), attended in person a
non-employee director receives $1,500. A non-employee director also receives
$1,000 for each committee meeting attended in person. A non-employee director
receives $750 and $500, respectively, for each board and committee meeting
attended by telephone. In lieu of the foregoing committee meeting fees, the
chairman of the Audit Committee receives $1,500 for attending audit committee
meetings, whether in person or by telephone.
Directors are also reimbursed for expenses reasonably incurred in
connection with their services as directors.
Committee Chairmen and Presiding Director
The chairman of the Audit Committee receives an annual retainer of $10,000
and the chairmen of the Compensation and Nominating and Corporate Governance
Committees receive an annual retainer of $5,000 each. The Presiding Director
also receives an annual retainer of $12,000.
Equity Incentives
On August 23, 2005, the Board of Directors voted to stop awarding stock
options to new, non-employee directors upon their appointment or election to the
Board of Directors and to stop awarding stock options to non-employee directors
annually on the date of the Company's annual meeting of shareholders. In lieu of
these stock options, the Board of Directors anticipates that it will award each
non-employee director 2,500 shares of restricted stock under the terms of the
Company's 2003 Equity Incentive Plan on the date of his or her initial election
or appointment to the Board of Directors and award each non-employee director
2,500 shares of restricted stock under the terms of the Company's 2003 Equity
Incentive Plan annually on the date of the Company's annual meeting of
shareholders. These restricted shares will vest, in each case, on the first
anniversary of the date of grant.
Stock Ownership Guidelines
By the later of (i) August 23, 2008; or (ii) three years from a
non-employee director's initial appointment or election to the Board of
Directors, each non-employee director must beneficially own shares of the
Company's common stock having a value equal to at least three times the then
annual retainer paid to the Company's non-employee directors. Shares of
restricted stock awarded to a non-employee director shall be included when
calculating whether a non-employee director owns the requisite amount of the
Company's common stock under these guidelines, but shares subject to unexercised
options will not.
NAMED EXECUTIVE OFFICER COMPENSATION SUMMARY
The base salary levels, beginning effective February 27, 2006, of the
persons who are anticipated to constitute the Company's named executive officers
for 2006 are as follows:
NAME TITLE 2006 BASE SALARY
- --------------- ------------------------------------------------- ----------------
Robert C. Sledd Chairman and Chief Executive Officer $ 660,000
Tom Hoffman Senior Vice President, Chief Executive Officer -
Customized Segment $ 340,000
Steve Spinner President and Chief Operating Officer $ 480,000
John D. Austin Senior Vice President and Chief Financial Officer $ 340,000
J. Keith Middleton Senior Vice President and Controller $ 220,000
Fiscal 2005 discretionary bonuses for the Company's named executive
officers for 2005 were as follows:
NAME TITLE CASH BONUS AMOUNT
- --------------- ------------------------------------------------- -----------------
Robert C. Sledd Chairman and Chief Executive Officer $ 565,213
Tom Hoffman Senior Vice President, Chief Executive Officer -
Customized Segment $ 293,910
Steve Spinner President and Chief Operating Officer $ 223,188
John D. Austin Senior Vice President and Chief Financial Officer $ 227,760(1)
J. Keith Middleton Senior Vice President and Controller $ 121,664
1. Does not include a $75,000 cash bonus paid to the named executive officer
upon consummation of the sale of the Company's fresh-cut segment to
Chiquita Brands International, Inc.
In addition to their base salaries, these named executive officers are also
eligible to:
- Receive cash bonuses under the Company's 2006 Cash Incentive Plan;
- Participate in the Company's equity incentive programs, which
currently involves the award of stock options and/or restricted
stock pursuant to the Company's 2003 Equity Incentive Plan; and
- Participate in the Company's broad-based benefit programs generally
available to the Company's employees, including health, disability
and life insurance programs and the Company's 401k plan as well as
the Company's Supplemental Executive Retirement Plan and Senior
Management Severance Plan.
The foregoing information is summary in nature. Additional information
regarding the named executive officer compensation will be provided in the
Company's proxy statement to be filed in connection with the 2006 annual meeting
of the Company's shareholders.
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