Exhibit 10.1
August 9, 2022
Mr. James D. Hope
EVP, Chief Financial Officer
PFG - Performance Food Group
Dear Jim,
As we have discussed, this letter agreement (the “Letter Agreement”) sets forth the terms and conditions of your continuing employment with and retirement from Performance Food Group, Inc. (“PFG” or the “Company” and together with its affiliates within the meaning of Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended, the “Company Group”), and your services as a consultant to the Company following your retirement. You and PFG may also be referred to below as the “Parties.”
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 Release in the spaces provided and return the original of each document to me.
Jim, I recognize and appreciate your valuable contributions to PFG over the years and wish you all the best in your future endeavors.
PERFORMANCE FOOD GROUP COMPANY
By: __/s/ George L. Holm_____________________
George L. Holm
Chairman & Chief Executive Officer
Agreed and accepted:
/s/ James D. Hope
James D. Hope
Date: August 9, 2022
EXHIBIT A
RELEASE
In consideration of the payment offered to me by Performance Food Group, Inc. (the “Company” and together with its affiliates within the meaning of Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended, the “Company Group”) in Section 2(c)(ii) of the letter agreement dated as of August 9, 2023 (the “Letter Agreement”), I on behalf of myself, and on behalf of my heirs, executors, administrators, representatives, successors, and assigns (the “Releasors”), hereby release, acquit, and forever discharge the Company, all of its past, present and future subsidiaries and affiliates (including, without limitation, all other members of the Company Group), and all of their respective directors, officers, employees, agents, trustees, partners, shareholders, consultants, independent contractors and representatives, insurers, and all of their respective heirs, successors, and assigns and all persons acting by, through, under or in concert with them (the “Releasees”) from any and all claims, charges, complaints, obligations, promises, agreements, controversies, damages, remedies, demands, actions, causes of action, suits, rights, costs, debts, expenses and liabilities of every kind whatsoever, in law or in equity, known or unknown, suspected or unsuspected, whether or not mature or ripe (collectively, “Claims”) which I or any of the other Releasors ever had, now have or may hereafter claim to have against any of the Releasees by reason of any matter cause or thing whatsoever: (i) arising from the beginning of time through the date upon which I sign this Release, including, but not limited to, any such Claims (a) arising out of or relating in any way to my employment with the Company or any of the other Releasors, (b) arising out of or relating to tort, fraud or defamation, and (c) arising under any federal, state local or foreign statute or regulation, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act) (“ADEA”), the Americans With Disabilities Act, the Federal Rehabilitation Act, the Family and Medical Leave Act, the Equal Pay Act, the Genetic Information Non-Discrimination Act, the Immigration Reform and Control Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment Retraining and Notification Act, the Fair Credit Reporting Act, the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1514A, also known as the Sarbanes Oxley Act, the Securities Exchange Act of 1934, the Immigration Reform and Control Act, the National Labor Relations Act, and the Labor Management Relations Act the Fair Labor Standards Act (if and to the extent such claims may be waived by private agreement), and the Texas Labor Code (including, but not limited to, the Texas Payday Law and Chapter 21 of the Texas Labor Code, and Texas Commission of Human Rights Act), each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) relating to wrongful employment termination; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any of the other Releasees and me; provided, however, that notwithstanding the foregoing, nothing contained in this Section 3 shall in any way diminish or impair: (I) any rights I may have to vested benefits under the Company’s health, welfare and qualified retirement plans; (II) my ability to bring proceedings to enforce the Letter Agreement; (III) any Claims I may have that cannot be waived under applicable law, such as unemployment benefits, workers’ compensation and disability benefits; (IV) any rights I may have to indemnification in Executive’s capacity as a current or former officer of the Company or any other member of the Company Group; or (V) my right to challenge the validity of the release of ADEA claims set forth in this Release.
I acknowledge and agree that:
A. The benefits I am receiving under the Letter Agreement constitute consideration over and above any benefits that I might be entitled to receive without executing this Release.
B. The Company has advised me in writing to consult with an attorney prior to signing this Release.
C. I have been given the opportunity to seek the advice of counsel.
D. I have carefully read and fully understand all of the provisions of this Release.
E. In no event may I sign this Release prior to August 31, 2023.
F. I was given a period of at least twenty-one (21) days following the end of the Consulting Period (as defined in the Letter Agreement) within which to consider this Release.
G. Changes to this Release, whether material or immaterial, will not restart the running of the twenty-one (21)-day period for my execution of this Release.
D. The Company has advised me of my statutory right to revoke my agreement to this Release at any time within seven (7) days of my signing this Release by delivering written notice of such revocation to A. Brent King, EVP, Secretary and General Counsel, Performance Food Group, 12500 West Creek Parkway, Richmond, Virginia 23238 (brent.king@pfgc.com) and this Release shall be come final and binding if no such notice of revocation is received by the Company within such seven (7) day period.
I warrant and represent that my decision to sign this Release was (1) entirely voluntary on my part; (2) not made in reliance on any inducement, promise, or representation, whether express or implied, other than the inducements, representations, and promises expressly set forth herein and in the Letter Agreement; and (3) did not result from any threats or other coercive activities to induce my agreement to this Release.
This Agreement will not become effective until the eighth (8th) calendar day after the date on which I executes it. If I exercise my right to revoke this Release within seven (7) days of my execution of this Release, I (1) warrant and represent that I shall notify the Company, through Mr. King, in writing, in accordance with the attached Letter Agreement, of my revocation of this Release; (2) this Release shall be of no force or effect; and (3) I shall have no right to the payments or benefits set forth in Section 2(c)(ii) of the Letter Agreement.
Except as otherwise provided for in the Letter Agreement, I acknowledge that I have been paid by the Company for all hours worked as an employee of the Company and are in receipt of all amounts due from the Company or any other Releasees, including but not limited to the following: (1) all wages, incentive compensation and bonuses and (2) reimbursement for all reasonable and necessary business travel and entertainment expenses incurred by me on behalf of the Company. I also acknowledge and represent that: (i) I have suffered no injuries or occupational diseases arising out of or in connection with my employment with the Company; (ii) I have received all leave to which I was entitled under the Family and Medical Leave Act (“FMLA”) or similar state law; (iii) I am not currently aware of any facts or circumstances constituting a violation of the FMLA or the Fair Labor Standards Act or similar state law by the Company or any of the other Releasees; (iv) I am 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 (v) I 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 any of the other Releasees.
Nothing in this Release or the Letter Agreement precludes me from filing a charge or complaint with, or voluntarily participating in an investigation or proceeding conducted by National Labor Relations Board, the EEOC (or other similar state or local agency), the U.S. Department of Labor, the Securities and Exchange Commission, the Occupational Safety and Health Administration, or any other federal, state or local agency charged with the enforcement of any laws including providing documents or other information, or from testifying truthfully in the course of any administrative, legal or arbitration proceeding, provided that the information subject to such disclosure was not obtained by me through a communication that was subject to the attorney-client privilege, as I understand that the Company Group does not authorize the waiver of the attorney-client privilege or work product protection or any other privilege or protection belonging to the Company Group.
Signature:
James D. Hope
Date: ____________________________________