Letter Agreement, dated March 4, 2019, between Performance Food Group Company and Carol A. OConnell

Your employment with the Company will end at the close of business on August 2, 2019 (your “Termination Date”).

You will be paid your normal salary and remain eligible for employer-provided benefits through your Termination Date, assuming you continue performing your essential job functions at a satisfactory level.    In addition:

You have a right to “COBRA” continuation coverage under the Company’s health plans. You will receive additional information about your COBRA rights from Ms. Tammy Cummings.

You are entitled to a lump sum payment equal to your accrued but unused vacation days (up to a maximum of $24,519) payable thirty (30) days after your Termination Date.

You are also entitled to your full year annual bonus under the Company’s Annual Incentive Plan (the “AIP”) for the fiscal year ending June 30, 2019, the amount of which shall be subject to the Company’s satisfactory achievement of pre-established performance goals as approved by the Compensation Committee. The bonus shall be paid at the same time such bonuses are paid to other participants in the AIP, which typically occurs no later than September 30, of each year. You will not be entitled to any annual bonus under the AIP for the fiscal year ending June 30, 2020; and

You will also be eligible for any LTIP award that would otherwise be settled in the normal course through your Termination Date, specifically your 2016 PSU award covering 6,541 shares (at target performance level) that is eligible for vesting on June 30, 2019, the number of shares covered by the award to be adjusted based on actual Company performance through the end of the performance period ending June 30, 2019, as determined by the Compensation Committee, to be settled, if and when earned, no later than sixty (60) days after the end of the performance period.

The following is a summary of the additional benefits you will receive if you sign (and do not revoke) this Letter Agreement and the attached Release (in the form of Exhibit A), and as consideration for the other agreements set forth herein:

Severance benefit equal to fifty-two (52) weeks of your current base salary of $425,000, payable over time bi-weekly in accordance with the Company’s payroll practices, commencing as soon as practicable after the Release has been signed and the revocation period has expired.

Continued health care coverage under the Company’s health plan for a period of twelve (12) months from your Termination Date, which coverage shall run concurrently with any COBRA coverage you select; thereafter, the cost of your COBRA coverage shall be at your expense for the balance of the six (6) month continuation period.

Continued eligibility to participate in the Company’s (i) car allowance program for the period during which any severance benefit is payable under 3.a above, and (ii) executive physical program for 2019 and 2020, subject to the requirement that you complete any physical prior to September 2, 2020.

Your LTIP Awards (e.g., RSUs, PSUs and Stock Options) under the Company’s 2015 Omnibus Incentive Plan will continue to vest after your Termination Date as if you continued employment through August 2, 2020 as further described below:

Stock Option Awards:

2015 Stock option award covering 2,198 shares that would otherwise be forfeited will vest on September 30, 2019 and will remain exercisable for ninety (90) days post vesting;

2016 Stock option award covering 6,939 shares that would otherwise be forfeited will vest on August 9, 2019 and remain exercisable for ninety (90) days post vesting;

2017 Stock option award covering 4,505 shares that would otherwise be forfeited will vest on September 21, 2019 and remain exercisable for ninety (90) days post vesting; and

2018 Stock option Award covering 3,628 shares that would otherwise be forfeited will vest on September 10, 2019 and remain exercisable for ninety (90) days post vesting.

Restricted Stock Unit Awards (“RSUs”):

2015 RSU covering 2,198 shares that would otherwise be forfeited will vest on September 30, 2019 and be settled as soon as practicable thereafter;

2016 RSU covering 2,576 shares that would otherwise be forfeited will vest on August 9, 2019 and be settled as soon as practicable thereafter;

2017 RSU covering 1,599 shares that would otherwise be forfeited will vest on September 21, 2019 and be settled as soon as practicable thereafter; and

2018 RSU covering 1,416 shares that would otherwise be forfeited will vest on September 10, 2019 and be settled as soon as practicable thereafter.

Performance-Based Restricted Stock Unit Awards (“PSUs”)

2017 PSU target award covering 6,661 shares (at target performance level) that would otherwise be forfeited will be eligible for vesting (with no proration for early termination), the number of shares covered by the award to be adjusted based on actual performance through the performance period ending June 30, 2020, as determined by the Compensation Committee, to be settled, if and when earned, no later than sixty (60 days) after the end of the performance period.

In consideration of the Company’s agreement to provide you with the benefits outlined in paragraph 3 above, you agree to sign (and not revoke) the attached Release (in the form of Exhibit A) within three (3) days of the Termination Date. The Release specifically covers all claims that you may have under municipal, state, or federal law, including claims of age discrimination under the Age Discrimination in Employment Act.

You agree to keep confidential and not disclose after termination of your employment any information received by you during or as a result of your employment with the Company that might reasonably be construed to be confidential or adverse to the interests of the Company. In addition, each party agrees to not, either directly or indirectly, make, publish, or disseminate any statement, communication, or other representation that would hurt or disparage the other party after the termination of your employment with the Company; provided that this responsibility is not intended to inhibit complete and truthful testimony in the event either party is ever requested to provide information to a court or government agency, nor in the case of the Company to provide information in Company filings with or submissions to the Securities and Exchange Commission or otherwise in fulfillment of its obligations under any law, rule, regulation, order or proceeding.

The parties acknowledge that any violation of paragraph 5 of this Letter Agreement is likely to result in irreparable harm to the Company and you. You thus agree that if you violate paragraph 5, the Company shall have the right to seek and secure injunctive relief to stop any such breaches. You agree that if such breach should occur, the Company shall be entitled to injunctive relief to prevent any such violations, and shall not be obligated to post any bond to secure that relief. You also agree that the Company shall be entitled to recover its reasonable attorneys’ fees and costs incurred in pursuing its remedies, to the extent permitted by law, as well as any other damages a court deems appropriate. Similarly, in the event that the Company violates the non-disparagement provisions of paragraph 5 of this letter agreement, the Company also acknowledges that you shall have the right to seek and secure injunctive relief to stop any such violation of paragraph 5 and shall not be obligated to post any bond to secure such relief.

You expressly acknowledge and represent that: (i) you have suffered no injuries or occupational diseases arising out of or in connection with your employment with the Company; (ii) you have received all wages to which you were entitled as an employee of the Company; (iii) you have received all leave to which you were entitled under the Family and Medical Leave Act (“FMLA”) or similar state law; (iv) you are not currently aware of any facts or circumstances constituting a violation of the FMLA or the Fair Labor Standards Act or similar state law; (v) you are not aware of any facts that may constitute violations of the Company’s code of conduct and/or legal obligations, including the federal securities laws; and (vi) you have not filed any employment discrimination, wrongful discharge, wage and hour, or any other complaints or charges in any local, state or federal court, tribunal, or administrative agency against the Company or its parent, subsidiaries (whether or not wholly-owned), affiliates, divisions, predecessors, successors, insurers or assigns, or any other related individuals or entities, jointly or individually, or their past or present stockholders, directors, officers, trustees, agents, insurers, representatives, attorneys, benefit plans, benefit plan administrators or trustees, or employees.

This Letter Agreement supersedes any previous agreements relating to your rights upon termination of your employment with the Company. However, any agreement relating to the Company’s intellectual property, non-competition or code of conduct remains in effect.

You are advised to consult with an attorney before signing this Letter Agreement and the Release. With the exception of your review of this Letter Agreement with your immediate family members, attorney, accountant, or income tax preparer, you agree not to disclose the terms of this Letter Agreement to any other party, including any other employees of the Company.

You are advised that you have up to twenty-one (21) days to consider the terms of this Letter Agreement and the Release before you sign them. In addition, you may revoke this Letter Agreement and the Release within seven (7) days after you sign them by giving written notice to: A. Brent King, Senior Vice President, General Counsel and Secretary, 12500 West Creek Parkway, Richmond, Virginia 23238. If you revoke this Letter Agreement or the Release, you will not be entitled to receive any of the benefits outlined in paragraph 3 of the Letter Agreement.

This Letter Agreement and the attached Release shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding any conflicts or choice of law rule or principle that might otherwise refer to the substantive law of another jurisdiction.

This Letter Agreement and the attached Release set forth our entire agreement regarding termination of your employment with the Company. You understand and agree that no representations, other than what is explicitly provided for in this Letter Agreement and the attached Release, have been made to you.

This Letter Agreement and the attached Release may be amended or modified only by another writing executed by both the Company and you.

If any provision of this Letter Agreement or the attached Release is held to be illegal, void, or unenforceable, such provision shall be of no force or effect. However, the illegality or unenforceability of such provision shall have no effect upon, and shall not impair the legality or enforceability of, any other provision of this Letter Agreement and attached Release; provided, however, that upon any finding by a court of competent jurisdiction that the release and/or promises provided for in the attached Release are illegal, void or unenforceable, you agree, at the Company’s request, to execute promptly a release and/or promise of comparable scope that is legal and enforceable. If such a release is not executed by you, you shall promptly return to the Company any benefit received by you described in paragraph 3 of this Letter Agreement.

If the provisions of Section 409A of the Internal Revenue Code, as amended, require the payment of any amount to be deferred, we agree that the payment schedule will be revised to comply with such terms.

If you agree to the terms set forth in this Letter Agreement, please indicate your agreement and acceptance by voluntarily signing this Letter Agreement and the attached Release in the spaces provided and return the original of each document to me.

/s/ Carol A. O’Connell