PERFORMANCE FOOD GROUP CO
EX-10.45 FOURTEENTH AMENDMENT TO THE PERFORMANCE FOOD GROUP COMPANY EMPLOYEE SAV
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<TYPE>EX-10.45
<SEQUENCE>6
<FILENAME>g11929exv10w45.htm
<DESCRIPTION>EX-10.45 FOURTEENTH AMENDMENT TO THE PERFORMANCE FOOD GROUP COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.45</B>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>FOURTEENTH AMENDMENT TO THE<BR>
PERFORMANCE FOOD GROUP COMPANY<BR>
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN</B>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Performance Food Group Company (the &#147;Company&#148;) maintains the Performance Food Group
Company Employee Savings and Stock Ownership Plan, as amended and restated effective as of January
1, 2002 (the &#147;Plan&#148;); and
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, the Plan is hereby amended, effective as of the dates set forth therein, as
follows:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;Section&nbsp;1.42 (&#147;Service&#148;) is amended to redesignate subparagraphs (z)&nbsp;and (aa)&nbsp;as
subparagraphs (aa)&nbsp;and (bb), respectively, and to add a new subparagraph (z)&nbsp;to provide as follows:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(z) Effective as of July&nbsp;16, 2007, Service shall include credited service with
O&#146;Charley&#146;s, Inc. or any subsidiary or affiliate thereof (collectively, &#147;O&#146;Charley&#146;s&#148;), for
those employees of O&#146;Charley&#146;s hired by the Company or any subsidiary or affiliate thereof,
on or after July&nbsp;16, 2007, in connection with the sale of certain assets of O&#146;Charley&#146;s to
the Company, subject to the service rules of Section&nbsp;5.2.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;Section&nbsp;2.1 is amended to redesignate subparagraphs (x)&nbsp;and (y)&nbsp;as subparagraphs (z)&nbsp;and
(aa), respectively, and to add a new subparagraph (y)&nbsp;to provide as follows:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(y) Notwithstanding subparagraphs (a)&nbsp;and (b), employees of O&#146;Charley&#146;s, Inc. or any
subsidiary or affiliate thereof, who become employees of the Company or any subsidiary or
affiliate thereof on or after July&nbsp;16, 2007, in connection with the sale of certain assets
of O&#146;Charley&#146;s to the Company, and who, as of their date of hire by the Company, had
satisfied the service eligibility requirements of subparagraph (b), and are Employees and
are not Ineligible Employees, shall become Participants in the Plan on their date of hire by
the Company or any subsidiary or an affiliate thereof, or as soon thereafter as is
administratively practicable.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;Plan section 3.2(b) is amended, effective January&nbsp;1, 2008, to revise subparagraph (i)(A) to
read as follows:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) As set forth in Plan section 2.1(c), a Participant who does not elect affirmatively
to participate in the Plan prior to the date on which he is first eligible shall be enrolled
automatically in the Plan as soon as administratively practicable following the date such
Participant first becomes eligible and on January&nbsp;1, 2008, if he does not have an Elective
Deferral election in place on such date. Effective for Eligible Employees whose Employment
Commencement Date is on or after January&nbsp;1, 2006, and prior to January&nbsp;1, 2008, and who
first become eligible pursuant to the requirements set forth in Plan section 2.1 on or after
January&nbsp;1, 2006, such Participant&#146;s automatic Elective Deferral percentage shall equal one
percent (1%) until January&nbsp;1, 2008, at which time such Participant&#146;s
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">automatic Elective Deferral percentage shall become subject to the following sentences.
Effective January&nbsp;1, 2008, a Participant&#146;s automatic Elective Deferral percentage shall
equal two percent (2%). In addition, a Participant whose Elective Deferral percentage
currently effect on December&nbsp;31, 2007, equals one percent (1%) shall automatically be
increased to two percent (2%) as of January&nbsp;1, 2008. The Plan Administrator shall provide
reasonable notice and opportunity to each Eligible Employee to decline participation or to
elect a different deferral percentage. The Plan Administrator shall notify periodically
each Participant of his Elective Deferral percentage and such Participant&#146;s right to change
the percentage to an amount not less than one percent (1%) as of January&nbsp;1, 2006, including
the procedure for exercising that right and the timing for implementation of any such
election.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;Plan section 5.3(d) is amended to revise the first paragraph to read as follows:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If a Participant described in subparagraph (b)(ii) is not reemployed before he has a
five-year Period of Severance, the non-vested portion of his Account shall be forfeited as
of the date on which the Participant has a five-year Period of Severance. Notwithstanding
the preceding, upon approval by the Internal Revenue Service, if a Participant described in
subparagraph (b)(ii) is not reemployed before he has a one-year Period of Severance, the
non-vested portion of his Account shall be forfeited as of the date on which the Participant
has a one-year Period of Severance. If such Participant is reemployed before he has a
five-year Period of Severance the Participant&#146;s vested interest in his Accounts derived from
Employer contributions subject to the vesting requirements of Section&nbsp;5.1 at any later point
in time (referred to below as the &#147;date of the computation&#148;) shall be the amount (&#147;X&#148;)
determined by the following formula
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;Plan section 5.3 is amended to add the following subsection (e)&nbsp;and to rename subsection
(e)&nbsp;as subsection (f):
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) If (i)&nbsp;a Participant is re-employed before he has a five-year Period of Severance
(ii)&nbsp;he had received a distribution under Plan section 6.01 of the full value of his vested
benefit but such value was less than the then full value of the amount standing to his
credit at the time of his prior termination of his service (including any credit in respect
of the Plan Year in which his service terminated) and (iii)&nbsp;he repays in cash, within five
years after the date he is re-employed, the amount that was distributed to him with respect
to such prior termination, then an amount equal to the full amount that was standing to his
credit at the time of his prior termination shall be re-credited to his accounts in one or
more of the investment funds (other than Company Stock), as selected by the Participant. In
any such case, the Company shall pay into the Plan the excess of the amount to be so
re-credited over the amount repaid by the Participant. No reinstatement of amounts shall
occur upon a Participant&#146;s reemployment except to the extent provided above.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the Company has caused this Amendment to the Performance Food Group
Company Employee Savings and Stock Ownership Plan to be executed on this &#95;&#95;&#95;day of
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2007.
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