Exhibit 10.1
CHANGE IN CONTROL
AGREEMENT
BETWEEN
DONALD JACKSON
AND
PILGRIM’S PRIDE
CORPORATION
TABLE OF CONTENTS
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Page
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1.
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CERTAIN
DEFINITIONS
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1
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2.
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EMPLOYMENT
PERIOD
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2
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3.
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TERMS OF
EMPLOYMENT
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2
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(a)
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Position and
Duties
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2
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(b)
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Compensation
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3
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4.
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TERMINATION OF
EMPLOYMENT
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4
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(a)
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Death or
Disability
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4
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(b)
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Cause
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4
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(c)
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Good
Reason
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5
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(d)
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Notice of
Termination
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6
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(e)
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Date of
Termination
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6
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5.
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OBLIGATIONS OF
THE COMPANY UPON TERMINATION
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6
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(a)
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Termination by
Executive for Good Reason; Termination by the Company Other than
for Cause or Disability
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6
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(b)
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Death or
Disability
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8
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(c)
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Cause; Other
than for Good Reason
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8
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(d)
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Expiration of
Employment Period
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8
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6.
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NON-EXCLUSIVITY
OF RIGHTS
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8
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7.
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FULL
SETTLEMENT; NO MITIGATION
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9
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8.
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COSTS OF
ENFORCEMENT
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9
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9.
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CERTAIN
ADDITIONAL PAYMENTS BY THE COMPANY
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9
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10.
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RESTRICTIONS ON
CONDUCT OF EXECUTIVE
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11
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(a)
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General
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11
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(b)
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Definitions
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12
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(c)
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Restrictive
Covenants
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13
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(d)
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Enforcement of
Restrictive Covenants
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14
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11.
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ARBITRATION
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14
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12.
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SUCCESSORS
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15
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13.
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MISCELLANEOUS
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15
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(a)
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Governing
Law
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15
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(b)
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Captions
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15
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(c)
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Amendments
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15
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(d)
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Notices
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15
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-i-
TABLE OF CONTENTS
(continued)
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Page
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(e)
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Severability
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15
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(f)
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Withholding
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16
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(g)
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Waivers
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16
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(h)
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Status Before
and After Effective Date
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16
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-ii-
CHANGE IN CONTROL
AGREEMENT
AGREEMENT by and between
Pilgrim’s Pride Corporation, a Delaware corporation (the
“Company”) and Donald Jackson
(“Executive”), dated as of September 15,
2009.
The Board of Directors of the
Company (the “Board”) has determined that it is in the
best interests of the Company and its shareholders to assure that
the Company will have the continued dedication of Executive,
notwithstanding the possibility, threat or occurrence of a Change
in Control (as defined below) of the Company. The Board believes it
is imperative to diminish the inevitable distraction of Executive
by virtue of the personal uncertainties and risks created by a
pending or threatened Change in Control and to encourage
Executive’s full attention and dedication to the Company
currently and in the event of any threatened or pending Change in
Control, and to provide Executive with compensation and benefits
arrangements upon a Change in Control which ensure that the
compensation and benefits expectations of Executive will be
satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these objectives,
the Board has caused the Company to enter into this
Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED
AS FOLLOWS:
1. Certain Definitions
.
(a) “Effective Date”
shall mean the first date during the Change in Control Period (as
defined in Section l(c) hereof) on which a Change in Control (as
defined in Section 1(b) hereof) occurs. Anything in this
Agreement to the contrary notwithstanding, if Executive’s
employment with the Company is terminated within three months prior
to the date on which a Change in Control occurs, and if it is
reasonably demonstrated by Executive that such termination of
employment (i) was at the request of a third party who has
taken steps reasonably calculated to effect a Change in Control or
(ii) otherwise arose in connection with or anticipation of a
Change in Control and if the Change in Control is consummated, then
for all purposes of this Agreement, the “Effective
Date” shall mean the date immediately prior to the date of
such termination of employment.
(b) “Change in Control”
shall mean the occurrence of any of the following events:
(i) a direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation) of all
or substantially all the assets of the Company and its subsidiaries
taken as a whole to any “Person” or “group”
(as such terms are used in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended) (other than a direct or an
indirect subsidiary of the Company) as an entirety or substantially
as an entirety in one transaction or series of transactions;
(ii) the consummation of any transaction (including, without
limitation, any merger, consolidation or recapitalization) to which
the Company is a party the result of which is that immediately
after such transaction the stockholders of the Company immediately
prior to such transaction hold less than 50.1% of the total voting
power generally entitled to vote in the election of directors,
managers or trustees of the Person surviving such transaction;
(iii) any “Person” or “group” (as such
terms are used in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended) becomes the ultimate “beneficial
owner,” as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, of more than 50% of the total
voting power generally entitled to vote in the election of
directors, managers or trustees of the Company on a fully-diluted
basis; (iv) during any period of two consecutive years,
individuals who at the beginning of such period constituted the
members of the Board (together with any new directors whose
election by such Board or whose nomination for election by the
stockholders of the Company was approved by a vote of a majority of
the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to
constitute a majority of the members of the Board then in office;
or (v) the adoption of a plan for the liquidation or
dissolution of the Company.
(c) “Change in Control
Period” shall mean the period commencing on the date hereof
and ending on December 31, 2011; provided ,
however , that commencing on December 31, 2010, and on
each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the
“Renewal Date”), unless previously terminated, the
Change in Control Period shall be automatically extended so as to
terminate two years from such Renewal Date, unless at least 60 days
prior to the Renewal Date the Company shall give notice to
Executive that the Change in Control Period shall not be so
extended.
(d) “Code” shall mean
the Internal Revenue Code of 1986, as amended.
(e) “Employment Period”
means 24 months, provided, however, that the Employment Period
shall terminate upon Executive’s termination of employment
for any reason.
(f) “Person” shall mean
and include any individual, sole proprietorship, partnership, joint
venture, trust, unincorporated organization, association,
corporation, institution, entity, party or government (whether
national, federal, state, county, city, municipal, or otherwise,
including, without limitation, any instrumentality, division,
agency, body or department thereof).
2. Employment Period . The
Company hereby agrees to continue Executive in its employ, and
Executive hereby agrees to remain in the employ of the Company
subject to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on the last day
of the Employment Period.
3. Terms of Employment
.
(a) Position and Duties
.
(i) During the Employment Period,
Executive’s position (including status, offices, titles and
reporting requirements), authority, duties and responsibilities
shall be at least commensurate in all material respects with the
most significant of those held, exercised and assigned at any time
during the 120-day period immediately preceding the Effective
Date.
(ii) During the Employment Period,
and excluding any periods of vacation and sick leave to which
Executive is entitled, Executive agrees to devote reasonable
attention and time during normal business hours to the business and
affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to Executive hereunder, to use
Executive’s reasonable best efforts to perform faithfully and
efficiently such responsibilities. During the Employment Period it
shall not be a violation of this Agreement for Executive to
(A) serve on corporate, civic or charitable boards or
committees, (B) deliver lectures, fulfill speaking engagements
or teach at educational institutions and (C) manage personal
investments, so long as such activities do not significantly
interfer