Exhibit 10.43
PERFORMANCE FOOD GROUP
EMPLOYEE STOCK PURCHASE PLAN
AMENDMENT
The Performance Food Group Employee Stock Purchase Plan (the
“Plan”) was hereby established by
Performance Food Group Company (the
“Company”) effective
January 1, 1994.
WHEREAS,
the Company has determined that it is advisable to lower the maximum purchase amount
to $10,000 in fair market value of Company stock from the current limit of $25,000 in fair market
value of Company stock; and
WHEREAS,
the Company has determined that it is advisable to eliminate the look-back feature
for purchase price determination so that the price would be determined using a 15% discount from
the closing price on the last day of the option period.
NOW THEREFORE, the Plan is amended effective as set forth below.
1. Article VI is amended, beginning with the current purchase period that ends
January 14,
2007, to revise section 6.3 to read as follows:
Effective for the purchase period that ends
January 14, 2007, the Exercise
Price of the options granted under this Plan for any Option Period shall be
eighty-five percent (85%) of the Closing Market Price of the Stock on the Exercise
Date.
2. Article VI is amended further, beginning with the current period that ends
January 14,
2007, to revise subsection (b) of Section 6.6 to read as follows:
(b) Effective for the purchase period that ends
January 14, 2007, no
Participant shall be permitted to purchase during any calendar year Stock under
this Plan (and any other plan of the Employer or Subsidiary which is qualified
under Section 423 of the Code) having a market value in excess of $10,000 (as
determined on the Grant Date for the Option Period during which each such share of
Stock is purchased).
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