Performance Food Group Company Director and Executive Compensation Summary (as of February 26, 2008)

Summary

This document outlines the compensation structure for non-employee directors and named executive officers of Performance Food Group Company. Non-employee directors receive annual retainers, meeting fees, and equity awards, with additional compensation for committee chairs and the presiding director. Directors must also meet stock ownership requirements. Named executive officers are listed with their base salaries and are eligible for bonuses, equity incentives, and participation in company benefit plans. The summary provides an overview of compensation as of February 26, 2008, with further details to be disclosed after final determinations by the Compensation Committee.

EX-10.41 2 g11929exv10w41.htm EX-10.41 DIRECTOR COMPENSATION SUMMARY Ex-10.41

Exhibit 10.41

DIRECTOR COMPENSATION SUMMARY

The following summary sets forth the components of compensation paid to the non-employee directors of Performance Food Group Company, a Tennessee corporation (the “Company”) as of February 26, 2008:

Annual Retainer

Each non-employee director receives $35,000 as an annual retainer.

Meeting Fees

For each meeting of the board of directors of 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 $25,000.

Equity Incentives

The Board of Directors awards 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 awards 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 Company’s named executive officers’ base salaries as of February 26, 2008 were as follows:


NAME	TITLE	BASE SALARY
Robert C. Sledd	Chairman	$	125,000

Steven L. Spinner	President and Chief Executive Officer	$	655,000

Tom Hoffman	Senior Vice President, President and Chief Executive Officer - Customized Division	$	360,000

John D. Austin	Senior Vice President and Chief Financial Officer	$	353,000

Joseph J. Paterak Jr.	Senior Vice President of Broadline Operations	$	302,000

Charlotte L. Perkins	Chief Human Resources Officer	$	270,000

In addition to their base salaries, these named executive officers are also eligible to:

	—		Receive cash bonuses under the Company’s cash incentive plans;

	—		Participate in the Company’s equity incentive programs, which may involve the award of stock options, stock settled stock appreciation rights 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, Executive Deferred Compensation Plan and Senior Management Severance Plan.

The foregoing information is summary in nature. Additional information regarding the named executive officer compensation and any changes thereto, and payouts under cash incentive plans for 2007 performance, or contributions by the Company to the Company’s Supplemental Executive Retirement Plan will be disclosed by the Company following determination of such changes, payout or contributions by the Company’s Compensation Committee.