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Exhibit 10.1

 

 

CHANGE IN CONTROL AGREEMENT

BETWEEN

DONALD JACKSON

AND

PILGRIM’S PRIDE CORPORATION


TABLE OF CONTENTS

 

 

 

 

  

 

  

Page

1.

 

CERTAIN DEFINITIONS

  

1

2.

 

EMPLOYMENT PERIOD

  

2

3.

 

TERMS OF EMPLOYMENT

  

2

 

(a)

  

Position and Duties

  

2

 

(b)

  

Compensation

  

3

4.

 

TERMINATION OF EMPLOYMENT

  

4

 

(a)

  

Death or Disability

  

4

 

(b)

  

Cause

  

4

 

(c)

  

Good Reason

  

5

 

(d)

  

Notice of Termination

  

6

 

(e)

  

Date of Termination

  

6

5.

 

OBLIGATIONS OF THE COMPANY UPON TERMINATION

  

6

 

(a)

  

Termination by Executive for Good Reason; Termination by the Company Other than for Cause or Disability

  

6

 

(b)

  

Death or Disability

  

8

 

(c)

  

Cause; Other than for Good Reason

  

8

 

(d)

  

Expiration of Employment Period

  

8

6.

 

NON-EXCLUSIVITY OF RIGHTS

  

8

7.

 

FULL SETTLEMENT; NO MITIGATION

  

9

8.

 

COSTS OF ENFORCEMENT

  

9

9.

 

CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY

  

9

10.

 

RESTRICTIONS ON CONDUCT OF EXECUTIVE

  

11

 

(a)

  

General

  

11

 

(b)

  

Definitions

  

12

 

(c)

  

Restrictive Covenants

  

13

 

(d)

  

Enforcement of Restrictive Covenants

  

14

11.

 

ARBITRATION

  

14

12.

 

SUCCESSORS

  

15

13.

 

MISCELLANEOUS

  

15

 

(a)

  

Governing Law

  

15

 

(b)

  

Captions

  

15

 

(c)

  

Amendments

  

15

 

(d)

  

Notices

  

15

 

-i-


TABLE OF CONTENTS

(continued)

 

 

 

 

  

 

  

Page

 

(e)

  

Severability

  

15

 

(f)

  

Withholding

  

16

 

(g)

  

Waivers

  

16

 

(h)

  

Status Before and After Effective Date

  

16

 

-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


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