EXECUTION COPY THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1

EXECUTION COPY

THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

     THIS THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of November 16, 2005, by and among Swift Foods Company, a Delaware corporation (the “Company”), and Danny Herron (“Executive”).

RECITALS

     WHEREAS, the Company and Executive are parties to the Executive Employment Agreement, dated May 20, 2002, as amended by that certain First Amendment to Executive Employment Agreement, dated July 12, 2002, and that certain Second Amendment to Executive Employment Agreement, dated November 3, 2004, each as attached hereto as Exhibit A (as so amended, the “Employment Agreement”);

     WHEREAS, capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Employment Agreement; and

     WHEREAS, because the parties have mutually determined that Executive’s employment with the Company and its affiliates should be terminated, Executive has announced his intention to resign his employment with the Company and its affiliates, and in contemplation of Executive’s termination of employment with the Company and its affiliates, the Employment Agreement is being amended to reflect certain agreements regarding such termination and Executive’s post-termination role with the Company.

AGREEMENT

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Transition Period; Termination of Employment . The parties hereby represent and warrant that prior to the Termination Date (as defined below), Executive’s employment relationship with the Company and its affiliates was pursuant to and governed solely by the Employment Agreement. In consideration of the benefits to be received by Executive pursuant to the terms of this Amendment, Executive agrees to continue to serve as the Company’s Chief Financial Officer and to perform the duties associated with such position as provided in the Employment Agreement until the earlier of (a) the date on which a permanent successor to Executive reports for employment with the Company in Greeley, Colorado or (b) September 19, 2006 (either such date, the “Termination Date”). In addition, Executive agrees to provide the Consulting Services (as defined in paragraph 8) to the Company as requested for a period of 60 days following the Termination Date (the last day of such 60-day period, the “Consulting Termination Date”) in accordance with the provisions of paragraph 8. In addition, effective as of the Termination Date, any and all of Executive’s other appointments and positions (including positions as a director) that he may hold with the Company or any of its affiliates shall be terminated. Executive agrees to execute all further documents that the Company may reasonably request of him to effectuate such terminations.

2. Transition Consideration . In consideration of Executive’s agreement to continue to serve as Chief Financial Officer until the Termination Date and to provide the Consulting Services to the Company thereafter in accordance with paragraph 8, the Company shall cause to be paid to Executive the following consideration:

     (a) Executive shall continue to be paid his current Annual Base Salary in accordance with the customary payroll practices of the Company until the Termination Date and provided further that Executive shall be entitled to receive such compensation for a minimum of 120 days following the date hereof regardless of whether a successor chief financial officer has been employed by the Company prior to the end of such 120-day period;

     (b) In consideration of the Consulting Services to be provided in accordance with paragraph 8, Executive shall be paid his current Annual Base Salary in accordance with the customary payroll practices of the Company for an additional 60-day period following the later of (i) the Termination Date or (ii) the end of the 120-day period referred to in clause (a) above; and

     (c) Until the Consulting Termination Date, Executive shall continue to be entitled to receive, or participate in, as applicable, all elements and items of compensation set forth in subparagraph 2(b) of the Employment Agreement, including without limitation, all Investment Plans, Welfare Plans, perquisites, vacation days, and expense reimbursement, except that Executive shall not be entitled to any Bonuses under subparagraph 2(b)(ii) and the Annual Base Salary shall be paid in the manner set forth in subparagraph 2(a) above.

3. Termination Consideration .

     (a)  Cash Payments . In connection with Executive’s termination of employment, the Company shall cause to be paid to Executive the following consideration:

          (i) $490,000 payable in two equal lump-sum payments by the close of business on the third business day following the Reaffirmation Date (as defined in paragraph 14) and such other date as may be specified by Executive (but in no event later than January 31, 2007);

          (ii) an amount equal to the full amount of the Accrued Obligations by the close of business on the third business day following the Reaffirmation Date, or at the Executive’s option, on the lump-sum payment date(s) specified in subparagraph (i) above;

          (iii) an amount equal to the Accrued Investments, payable in accordance with the terms and conditions of the Investment Plans; and

          (iv) if Executive has not accepted employment with another employer by the date that is 420 days after the Termination Date (the “Severance Completion Date”), an amount equal to $35,000.00 per month (each, an “Extension Payment”) payable in accordance with the customary payroll practices of the Company beginning in the first full month following the Severance Completion Date until Executive’s acceptance of employment with another employer; provided, however, that Executive shall not receive more than 6 Extension Payments; and provided, further, that if Executive accepts employment with another employer prior to the date

on which he would have received an Extension Payment in accordance with the customary payroll practices of the Company, the Extension Payment for that month shall be prorated based on the number of days elapsed in such month.

     (b)  Participation in Medical Insurance Plan . In connection with Executive’s termination of employment, for a period of 12 months commencing on the Consulting Termination Date, Executive (and members of his family) shall be entitled to continue their participation in the Company’s medical insurance plan (in accordance with the terms of such plan and on the same basis as Executive participated in such plan immediately prior to the Consulting Termination Date); provided that Executive shall be responsible for the cost of premiums for coverage under such plan that would have been payable by Executive had he remained an employee of the Company during the period of coverage, and the Company shall be entitled to deduct the amount of such premiums from the amounts otherwise payable to Executive pursuant to the terms hereof. This period shall not be credited against any period for which Executive and/or members of his family are entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, and Sections 601-609 of the Employee Retirement Income Security Act of 1974, as amended.

4. Stock Options .

     (a)  General . Executive hereby represents and warrants that, except for the stock option agreements attached hereto as Exhibit B (the “Option Agreements”), he is not a party to any stock option, stock appreciation right or similar agreement granting Executive the right to acquire or benefit from the appreciation in value of capital stock of the Company or any of its affiliates.

     (b)  Vesting . On the day following the Reaffirmation Date (assuming no revocation of this Amendment by Executive), all of Executive’s options issued under the Option Agreements and the plans pursuant to which such options were issued that are not then vested shall be vested in full. Executive shall be permitted to exercise, in accordance with the terms of the options, any and all such rights until the earlier of (i) the date the option would otherwise expire in accordance with its terms, (ii) the 270th day after a Qualifying Public Offering or (iii) the 90th day after the completion of a merger, combination, share exchange or similar transaction involving the Company pursuant to which the securities for which the option is then exercisable are listed on a national securities exchange or the Nasdaq National Market System or any successor thereto.

     (c)  Consent to Assignment of Executive Options . The Company hereby consents to the assignment of 312,500 of the Executive Options (September 19, 2002 Grant Date) to the spouse of Executive in connection with Executive’s marriage dissolution, subject to the execution and delivery of documentation of such assignment satisfactory to the Company as contemplated by the Non-Qualified Stock Option Agreement evidencing such Executive Option and the Company’s 2002 Stock Option Plan. The terms of such Executive Options shall be subject to the terms of such Non-Qualified Stock Option Agreement, the Company’s 2002 Stock Option Plan and provisions of this Amendment relating to such Executive Options.

     (d)  Waiver of Purchase Rights . Subject to Executive’s performance of his obligations under paragraph 2 above, the Company hereby waives any rights to purchase any Executive Options, any shares of Common Stock of the Company issued upon the exercise of any Executive Options and any Common Stock of the Company held by Executive pursuant to the terms of any Executive Options or that certain Stockholders Agreement dated as of September 19, 2002 among HMTF Rawhide, L.P., ConAgra Foods, Inc., Hicks, Muse, Tate & Furst Incorporated, the Company and the other individuals named therein, as amended (the “Stockholders Agreement”).

5. Taxes . The payments to Executive hereunder shall be subject to applicable federal, state and local withholding taxes. Executive agrees that, to the extent that any individual federal or state taxes of any kind may be due as a result of any such payment to Executive, Executive shall be solely responsible for such taxes and will indemnify, defend, and hold harmless the Company in the event there is any claim against the Company for such taxes.

6. General Release . The Company’s obligations under paragraph 3 are subject to the execution, delivery and non-revocation of a General Release in the form attached as Exhibit C (the “Release”).

7. Cooperation . Executive agrees to cooperate with the Company as reasonably requested by the Company by responding to questions, attending depositions, administrative proceedings and court hearings, executing documents, and cooperating with the Company and its accountants and legal counsel with respect to legal and intellectual property matters, business issues, and/or claims, administrative or arbitral proceedings and litigation of which he has or is believed to have personal or corporate knowledge. Executive further agrees, except as required by subpoena or other applicable legal process (after the Company has been given reasonable notice and opportunity to seek relief from such subpoena or other legal process), to maintain, in strict confidence, any information of which he has knowledge regarding current and/or future claims, administrative or arbitral proceedings and litigation. Executive agrees, except as required by subpoena or other applicable legal process (after the Company has been given reasonable notice and opportunity to seek relief from such requirement), not to communicate with any party(ies), their legal counsel or others adverse to the Company in any such claims, administrative or arbitral proceedings or litigation except through the Company’s designated legal counsel. Executive also shall make himself available at reasonable times and upon reasonable notice to answer questions or provide other information within his possession and requested by the Company relating to the Company, its affiliates and/or their respective operations in order to facilitate the smooth transition of Executive’s duties to his successor.

8. Consulting Arrangement .

     (a)  Consulting Services . Effective as of the Termination Date the Company hereby retains Executive to render such transitional consulting and advisory services (the “Consulting Services”) as the Company may reasonably request from time to time during the Consulting Period (as defined in paragraph 8(b)) concerning all aspects of the Company’s business, including, but not limited to, consulting regarding operational matters, employee relations and strategic plans. Executive hereby accepts such engagement and agrees to perform such services for the Company upon the terms and conditions set forth herein. Notwithstanding anything

herein to the contrary, if the Termination Date occurs on September 19, 2006, the retention of Executive to provide the Consulting Services, and Executive’s acceptance of such engagement, shall be only by the mutual agreement of the Company and Executive on the Termination Date and otherwise on the terms contained in this paragraph 8; provided, however, if the parties cannot reach such mutual agreement, the Consulting Termination Date shall not change and Executive shall be paid compensation for the Consulting Services during the Consulting Period as set forth in paragraph 2. Executive will perform the Consulting Services at such times and places as the Company’s Chief Executive Officer or his designee, from time to time, shall reasonably request. The Company shall, in accordance with the Company’s normal expense reimbursement policy, reimburse Executive for reasonable documented out-of-pocket expenses authorized in advance by the Company that Executive incurs in the course of providing the Consulting Services. During the Consulting Period, Executive shall continue to be an employee of the Company. Unless otherwise specifically authorized by this Amendment or any other agreement between the Company and Executive, during the Consulting Period, Executive shall have no authority to transact any business or make any representations or promises in the name of the Company or its affiliates and shall not hold himself out to be an officer or senior executive of the Company.

     (b)  Term . Unless terminated at an earlier date in accordance with subparagraph (c) of this paragraph 8, the term of the consulting arrangement shall be for the period commencing as of the Termination Date and ending at 5:00 p.m., Central Time, on the Consulting Termination Date (the “Consulting Period”).

     (c)  Termination of Consulting Arrangement . Notwithstanding any contrary provision contained elsewhere in this Amendment, this paragraph 8 and the consulting arrangement created by this paragraph 8 between the Company and Executive shall terminate automatically upon the death of Executive. Executive may terminate the consulting agreement in the event of a breach by the Company of its obligations under this Amendment which remains uncured 15 days after written notice thereof is received by the Company. Upon a termination of the consulting arrangement set forth in this paragraph 8, neither of the parties hereto shall have any further duty or obligation under this paragraph 8; provided , however , that termination of the consulting arrangement shall not affect the duties and obligations set forth in the other sections of this Amendment or the applicable sections of the Employment Agreement, including, without limitation, paragraph 2 of this Amendment and paragraph 9 of the Employment Agreement.

9. Non-Disparagement . Executive and the Company each agrees to refrain from engaging in any conduct, or from making any comments or statements, that have the purpose or effect of harming the reputation or goodwill of Executive, on the one hand, or the Company or any of its affiliates on the other hand.

10. Injunctive Relief . Executive hereby expressly acknowledges that any breach or threatened breach by him of any of his obligations set forth in paragraphs 7 and 9 of this Amendment and paragraphs 6 and 9 of the Employment Agreement may result in significant and continuing injury and irreparable harm to the Company, the monetary value of which would be impossible to establish. Therefore, Executive agrees that the Company shall be entitled to injunctive relief in a court of appropriate jurisdiction with respect to such provisions. Such injunctive remedies shall not be deemed the exclusive remedies, but shall be in addition to all

remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Executive and Executive’s agents. Further, if Executive violates the covenants and restrictions herein and the Company brings legal action for injunctive or other equitable relief, Executive agrees that the Company shall not be deprived of the benefit of the full period of the restrictive covenant, as a result of the time involved in obtaining such relief. Accordingly, Executive agrees that the provisions in this paragraph shall have a duration determined pursuant to paragraph 9 of the Employment Agreement, computed from the date the relief is granted. Executive also hereby waives any requirement for the securing or posting of any bond in connection with the obtaining of any such equitable relief. The parties further agree that this provision is a material inducement to the Company to enter into this Amendment.

11. Mail . The Company may open and answer, and authorize others to open and answer, all mail communications and other correspondence addressed to Executive relating to the Company or any of its affiliates or to Executive’s employment with the Company or any of its affiliates, and Executive shall promptly refer to the Company all inquiries, mail communications, and correspondence received by him relating to the Company or any of its affiliates or to Executive’s employment with the Company or any of its affiliates. If any such mail, communications or correspondence received by the Company includes any threat of any claim against Executive personally, the Company shall promptly notify Executive thereof. The Company will promptly forward to Executive any of Executive’s personal mail, communications or correspondence received by the Company, unopened to the extent it is reasonably ascertained to be of a personal nature.

12. Indemnification . EXECUTIVE AGREES, WARRANTS, AND REPRESENTS TO THE COMPANY THAT EXECUTIVE HAS FULL EXPRESS AUTHORITY TO RELEASE AND SETTLE ALL CLAIMS THAT ARE THE SUBJECT OF THE RELEASE ATTACHED AS EXHIBIT C OF THIS AMENDMENT AND THAT EXECUTIVE HAS NOT GIVEN OR MADE ANY ASSIGNMENT TO ANYONE, INCLUDING EXECUTIVE’S FAMILY OR LEGAL COUNSEL, OF ANY SUCH CLAIMS AGAINST ANY PERSON OR ENTITY ASSOCIATED WITH OR ANY COMPANY PARTIES. TO THE EXTENT THAT ANY SUCH CLAIMS MAY BE BROUGHT BY PERSONS OR ENTITIES CLAIMING BY, THROUGH OR UNDER EXECUTIVE, HIS RESPECTIVE HEIRS, SUCCESSORS, OR ASSIGNS, THEN EXECUTIVE FURTHER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY OR ANY COMPANY PARTY, ITS AGENTS, AND ITS SUCCESSORS FROM ANY LAWSUIT OR OTHER PROCEEDING, JUDGMENT, OR SETTLEMENT ARISING FROM SUCH CLAIMS. EXECUTIVE FURTHER HEREBY ASSIGNS TO THE COMPANY ALL CLAIMS RELEASED BY EXECUTIVE PURSUANT TO THE RELEASE ATTACHED AS EXHIBIT C OF THIS AMENDMENT.

13. No Right to Additional Compensation . Except as provided in this Amendment, the Employment Agreement as amended hereby, and in the Executive Options, neither the Company nor any of its predecessors, parents, successors, assigns or affiliates shall have any further obligation to Executive in connection with the Employment Agreement or Executive’s employment by the Company or any of its affiliates, including, but not limited to, severance, compensation (including but not limited to deferred compensation, employment contracts, stock options, bonuses and commissions), health insurance, life insurance, disability insurance, club

dues, vehicle allowances, company plane privileges, vacation pay, sick pay and any similar obligations.

14. Revocation . Executive acknowledges and agrees that he has 21 days following the Consulting Termination Date to consider the execution and delivery of the Release, although he may sign the Release earlier. The parties agree that any change to this Amendment, whether material or immaterial, shall not restart the running of this 21 day period, which the parties agree begins upon the Consulting Termination Date. Upon execution of the Release, Executive will have 7 days to revoke the Release by delivery of a written notice to the Company. The Release shall not become effective or enforceable, the consideration set forth in paragraph 3 of this Amendment shall not be paid, and the vesting of options pursuant to paragraph 4 hereof shall not occur, until after the expiration of this 7 day period without revocation by Executive (the last day of such 7 day period being referred to herein as the “Reaffirmation Date”). At its option, the Company may require, as a condition of Executive receiving the consideration set forth in this Amendment, Executive to confirm in writing that he has not revoked this Amendment during the 7 day period. Executive’s acceptance of any of the consideration set forth in this Amendment shall constitute his acknowledgment that he did not revoke this Amendment during this 7 day period.

15. Employment Agreement . This Amendment replaces and supersedes in their entirety paragraphs 1, 3, 4, and 10 and subparagraph 2(a) of the Employment Agreement. Executive hereby acknowledges and affirms his agreement to the remaining provisions of the Employment Agreement, including, without limitation, paragraphs 6 (Confidential Information) and 9 (Non-Competition) of the Employment Agreement, provided however, that the term of Non-Competition shall be for a term of twelve months beginning on the expiration or termination of the Consulting Period. Executive also acknowledges and agrees that the consideration for his performance under paragraphs 6 and 9 of the Employment Agreement includes the consideration set forth in paragraph 3 of this Amendment and the waiver of the Company’s rights to purchase his options and shares of common stock pursuant to paragraph 4 of this Amendment. In the event of a conflict between the terms of the Employment Agreement that remain in effect and this Amendment, the terms of this Amendment shall control. For purposes of the provisions of the Employment Agreement that remain in effect, “Date of Termination” shall have the same meaning given to the term “Consulting Termination Date” in this Amendment.

16. Attorneys’ Fees . The Company shall pay the documented attorneys’ fees of Executive incurred in connection with the negotiation and execution of this Amendment in an amount not to exceed $5,000, with such payment to be made within 3 business days after delivery to the Company of appropriate documentation of such fees.

17. Charter Provisions; Directors’ and Officers’ Liability Insurance Policy . The Company agrees that it has not, as of the date hereof, amended the indemnification provisions included in its Certificate of Incorporation or amended or terminated its directors’ and officers’ liability insurance policy.

18. Technology Equipment . After the Consulting Termination Date, the Executive shall be entitled to retain the computer equipment and blackberry device previously issued to him by the

Company; provided that all charges with respect to such equipment (e.g., monthly service charges) shall be the sole responsibility of Executive after the Consulting Termination Date.

19. Outplacement Assistance . Executive shall be entitled to participate in any outplacement assistance program that the Company may establish in its discretion until such time as Executive has accepted employment with another employer.

20. Applicable Law . This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.

21. Counterparts . This Amendment may be executed in two or more counterparts.

22. Advice to Consult with Attorney . Executive is advised to consult with an attorney prior to executing this Amendment.

23. Survival . The terms and conditions of this Amendment shall survive the termination of Executive’s employment.

[Remainder of page is intentionally blank.]

     IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand and the Company has caused this Amendment to be executed in its name on its behalf, all as of the day and year first above written.

[SIGNATURE PAGE TO THIRD AMENDMENT TO EMPLOYMENT AGREEMENT]

EXHIBIT A

Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 20th day of May by and between S&C Holdco, Inc. (to be renamed Swift & Company), a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Danny Herron (the “Executive”).

     WHEREAS, ConAgra Foods, Inc., a Delaware corporation (“CAGCO”), HMTF Rawhide, L.P., a Delaware limited partnership (“Acquisition LP”), and the Company have entered into an agreement of even date herewith (the “Acquisition Agreement”) pursuant to which the Company has agreed to acquire (the “Acquisition”) the fresh beef, pork, and lamb businesses owned by CAGCO and certain related cattle feeding operations (the “Businesses”);

     WHEREAS, the Executive has been employed by CAGCO in connection with the Businesses;

     WHEREAS, the Company and the Executive desire that the Executive’s employment in connection with the Businesses continue after the consummation of the Acquisition; and

     WHEREAS, the parties hereto deem it desirable for the Company to employ the Executive on the terms and conditions set forth herein.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Employment Period . Subject to Section 3, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, in accordance with the terms and provisions of this Agreement, for the period commencing as of the date of consummation of the Acquisition and ending on the fourth anniversary date of the consummation of the Acquisition (the “Employment Period”); provided, however, that commencing on such anniversary date of the consummation of the Acquisition, and on each anniversary of such date occurring thereafter, the Employment Period shall automatically be extended for one additional year unless at least six months prior to the ensuing expiration date (but no more than 12 months prior to such expiration date), the Company or the Executive shall have given written notice that it or he, as applicable, does not wish to extend this Agreement (a “Non-Renewal Notice”). The term “Employment Period,” as utilized in this Agreement, shall refer to the Employment Period as so automatically extended.

2. Terms of Employment .

     (a)  Position and Duties .

          (i) During the term of the Executive’s employment, the Executive shall serve as the Chief Financial Officer and Vice President Finance & Controls of the Company and, in so doing, shall report to the Chief Executive Officer of the Company (the “CEO”). The Executive shall have supervision and control over, and responsibility for, such management and operational functions of the Company currently assigned to such positions, and shall have such other powers and duties (including holding officer positions with the Company

and one or more subsidiaries of the Company) as may from time to time be prescribed by the CEO and agreed to by the Executive, so long as such powers and duties are reasonable and customary for the chief financial officer and vice president of finance and controls of an enterprise or division comparable to the Company.

                    (ii) During the term of the Executive’s employment, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully, effectively and efficiently such responsibilities. During the term of Executive’s employment, it shall not be a violation of this Agreement for the Executive to (1) serve on corporate, civic or charitable boards or committees, (2) deliver lectures or fulfill speaking engagements and (3) manage personal investments, so long as such activities do not materially interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.

     (b)  Compensation .

          (i) Base Salary. During the term of the Executive’s employment, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid in accordance with the customary payroll practices of the Company, at least equal to $250,000. Commencing on the first day (the “First Date”) of the month in the month beginning after the first anniversary date of this Agreement, and on each subsequent anniversary date of the First Date as long as the Executive remains an employee of the Company (the First Date and each subsequent anniversary of the First Date being herein referred to as an “Adjustment Date”), the Annual Base Salary of the Executive shall be increased by an amount equal to five percent (5%) of the then current Annual Base Salary or such greater amount as the Board of Directors of the Company (the “Board”) in its discretion may determine appropriate. The result of such increase to the then current Annual Base Salary shall constitute the Executive’s Annual Base Salary commencing on the Adjustment Date then at hand and continuing until the next Adjustment Date. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.

          (ii) Bonuses. The Executive shall be eligible to receive an annual performance bonus (a “Bonus”) in accordance with the provisions of Exhibit A . For each fiscal year of the Company, the Board shall approve a budget which shall include, among other things, a target for the items set forth on Exhibit A hereto for that year. A portion of the Executive’s Bonus shall be based upon the Company’s achievement of such targets in accordance with the guidelines set forth on Exhibit A hereto. The Bonus shall be payable on the first day of the first calendar month after the determination of the Company’s EBITDA (as defined in Exhibit A ).

          (iii) Incentive, Savings and Retirement Plans. During the term of the Executive’s employment, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other executives of the Company (“Investment Plans”).

          (iv) Welfare Benefit Plans. During the term of the Executive’s employment, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs (“Welfare Plans”) provided by the Company (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other executives of the Company.

          (v) Perquisites. During the term of the Executive’s employment, the Executive shall be entitled to receive (in addition to the benefits described above) such perquisites and fringe benefits appertaining to his position in accordance with any practice established by the Board. Executive shall be furnished with all such facilities and services suitable to his position and adequate for the performance of his duties.

          (vi) Expenses. During the term of the Executive’s employment, the Executive shall be entitled to receive prompt reimbursement for all reasonable employment expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company.

          (vii) Vacation and Holidays. During the term of the Executive’s employment, the Executive shall be entitled to four weeks of paid vacation time each year in addition to those days designated as paid holidays in accordance with the plans, policies, programs and practices of the Company for its executive officers. Unused vacation time shall carry over to the next year. Any unused vacation time shall be paid in a cash lump sum payment promptly after the Date of Termination, pursuant to Section 4(a)(i).

          (viii) Stock Options. In addition to any benefits the Executive may receive pursuant to paragraph 2(b)(iii), as may be determined appropriate by the Board, the Company may, from time to time, grant Executive stock options (the “Executive Options”) exercisable for shares of capital stock of the Company and, subject to the terms of this Agreement, such Executive Options shall have such terms and provisions as may be determined appropriate by the Board. Upon the closing of the Acquisition, the Company will grant Executive Options in accordance with the terms of Exhibit B hereto and under a stock option plan to be adopted upon such closing.

3. Termination of Employment .

     (a)  Death or Disability . The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the Executive’s inability to perform his duties and obligations hereunder for a period of 180 consecutive days due to mental or physical

incapacity as determined by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).

     (b)  Cause . The Company may terminate the Executive’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, “Cause” shall mean (i) a breach by the Executive of the Executive’s obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Executive of his obligations and duties thereunder, as reasonably determined by the Board, and which is not remedied within 30 days after receipt of the written notice from the Board provided for in the next sentence specifying such breach, (ii) commission by the Executive of an act of fraud upon, or willful misconduct toward, the Company, as reasonably determined by a majority of the disinterested members of the Board (neither the Executive nor members of his family being deemed disinterested for this purpose), (iii) a material breach by the Executive of Section 6 or Section 9, (iv) the conviction of the Executive of any felony (or a plea of nolo contendere thereto); or (v) the failure of the Executive to carry out, or comply with, in any material respect any directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of the written notice from the Board provided for in the next sentence. Notwithstanding the foregoing, no act or omission shall constitute “Cause” for purposes of this Agreement unless the Board provides Executive (x) written notice clearly and fully describing the particular acts or omissions which the Board reasonably believes in good faith constitutes “Cause;” (y) an opportunity, within 30 days following his receipt of such notice, to meet in person with the Board to explain or defend the alleged acts or omissions relied upon by the Board and, to the extent practicable, to cure such acts or omissions; and (z) a copy of a resolution duly adopted by a majority of the Board (excluding Executive) finding that in the good faith opinion of the Board, Executive committed the alleged acts or omissions and that they constitute grounds for Cause hereunder. The Executive shall have the right to contest a determination of Cause by the Company by requesting arbitration in accordance with the terms of Section 11(j) hereof.

For purposes of this Agreement, “without Cause” shall mean a termination by the Company of the Executive’s employment during the Employment Period for any reason other than a termination based upon Cause, death or Disability, including pursuant to a Board Determination (as defined in Section 4(b)).

     (c)  Good Reason . The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason or without Good Reason; provided, however, that the Executive agrees not to terminate his employment for Good Reason unless (i) the Executive has given the Company at least 30 days’ prior written notice of his intent to terminate his employment for Good Reason, which notice shall specify the facts and circumstances constituting Good Reason, and (ii) the Company has not remedied such facts and circumstances constituting Good Reason within such 30-day period. For purposes of this Agreement, “Good Reason” shall mean:

          (i) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 2(a) or any other action by the

Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive (without limiting the foregoing, the Company and the Executive agree that the delegation of the authority, duties or responsibilities of the Executive to another person or persons, including any committee, shall be deemed to be an action by the Company which results in a material diminution in the Executive’s position, authority, duties, or responsibilities as contemplated by Section 2(a)), provided, however, that Good Reason may not be asserted by the Executive under this clause (i) of Section 3(c) after a Non-Renewal Notice has been given by either the Company or the Executive;

          (ii) any termination or material reduction of a material benefit under any Investment Plan or Welfare Plan in which the Executive participates unless (1) there is substituted a comparable benefit that is economically substantially equivalent to the terminated or reduced benefit prior to such termination or reduction or (2) benefits under such Investment Plan or Welfare Plan are terminated or reduced with respect to all then existing senior executives of the Company previously granted benefits thereunder;

          (iii) any failure by the Company to comply with any of the provisions of Section 2(b), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

          (iv) any failure by the Company to comply with and satisfy Section 8(c), provided that such successor has received at least ten days prior written notice from the Company or the Executive of the requirements of Section 8(c);

          (v) the relocation or transfer of the Executive’s principal office to a location more than 20 miles from the Company’s current executive offices as such are maintained on the date hereof in the city of Greeley, Colorado; or

          (vi) without limiting the generality of the foregoing, any material breach by the Company or any of its subsidiaries or other affiliates (as defined below) of (1) this Agreement or (2) any other agreement between the Executive and the Company or any such subsidiary or other affiliate, which material breach is not remedied by the Company promptly after receipt of notice thereof given by the Executive.

     As used in this Agreement, “affiliate” means, with respect to a person, any other person controlling, controlled by or under common control with the first person; the term “control,” and correlative terms, means the power, whether by contract, equity ownership or otherwise, to direct the policies or management of a person; and “person” means an individual, partnership, corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof.

     (d)  Notice of Termination . Any termination by the Company for Cause or without Cause, or by the Executive for Good Reason or without Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b). For

purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall not be more than 15 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

     (e)  Date of Termination . “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason or without Good Reason, the date of receipt of the Notice of Termination or any later date specified therein pursuant to Section 3(d), as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause, the date on which the Company notifies the Executive of such termination or any later date specified therein pursuant to Section 3(d), as the case may be, (iii) if the Executive’s employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be, and (iv) if the Executive’s employment terminates due to the giving of a Non-Renewal Notice, the last day of the Employment Period.

4. Obligations of the Company upon Termination .

     (a)  Good Reason; Other Than for Cause, Death or Disability . If, during the Employment Period, the Company shall terminate the Executive’s employment other than for either Cause or Disability or the Executive shall terminate his employment for Good Reason, and the termination of the Executive’s employment in any case is not due to his death or Disability:

          (i) The Company shall pay to the Executive in a lump sum in cash within ten days after the Date of Termination the aggregate of the following amounts: (1) the sum of the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid and any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay (“Accrued Obligations”); (2) an amount equal to two times the Executive’s then current Annual Base Salary; (3) an amount equal to the greater of either fifty percent (50%) of (a) the maximum annual Bonus (excluding any “stretch” amounts as described on Exhibit A ) that the Executive could have earned over the remainder of the Employment Period (assuming that a Non-Renewal Notice would be timely given by the Company prior to the next ensuing expiration date of the Employment Period) or (b) the highest Bonus paid hereunder to the Executive prior to the Date of Termination multiplied by the number of complete, and prorated for any partial, fiscal years remaining in the Employment Period (assuming that a Non-Renewal Notice would be timely given by the Company prior to the next ensuing expiration date of the Employment Period); and (4) any amount arising from Executive’s participation in, or benefits under, any Investment Plans (“Accrued Investments”), which amounts shall be payable in accordance with the terms and conditions of such Investment Plans. Notwithstanding anything to the contrary contained herein, for purposes of clauses 3(a)

and (b) of the preceding sentence, if the Date of Termination occurs (x) during the first year of the Employment Period, the Employment Period shall be deemed to end two years from the end of the year in which the Date of Termination occurs, (y) during the second year of the Employment Period, the Employment Period shall be deemed to end one year from the end of the year in which the Date of Termination occurs, and (z) during the third or any subsequent year, the Employment Period shall be deemed to end at the end of the year in which the Date of Termination occurs.

          (ii) Except as otherwise provided in Section 4(d), the Executive (and members of his family) shall be entitled to continue their participation in the Company’s Welfare Plans for a period of 12 months from the Date of Termination. This period shall be credited against any period for which the Executive and/or members of his family are entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, and Sections 601-609 of the Employee Retirement Income Security Act of 1974, as amended.

          (iii) Notwithstanding the terms or conditions of any Executive Option, stock appreciation right or similar agreements between the Company and the Executive, the Executive shall vest, as of the Date of Termination, in all rights under such agreements (i.e., Executive Options that would otherwise vest after the Date of Termination) and thereafter shall be permitted to exercise, in accordance with the terms of the Executive Options, any and all such rights until the earlier of (w) the date the Option would otherwise expire in accordance with its terms, (x) if the Date of Termination is prior to a Qualifying Public Offering (as defined in that certain Stock Option Agreement of even date herewith between the Company and Executive), the 270th day after a Qualifying Public Offering, (y) if the Date of Termination is after a Qualifying Public Offering, the 90th day after the Date of Termination, or (z) the 90th day after the completion of a merger, combination, share exchange or similar transaction involving the Company pursuant to which the securities for which this Option is then exercisable are listed on a national securities exchange or the Nasdaq National Market System or any successor thereto; provided , however , the provisions of this clause (iii) of this Section 4(a) shall not apply to a termination of the Executive’s employment during the Employment Period that is made by the Company pursuant to a Board Determination.

     (b)  Board Determination . If the Executive’s employment is terminated by the Company pursuant to a Board Determination during the Employment Period, the Executive shall be entitled to receive the benefits specified in Sections 4(a)(i) and 4(a)(ii) of this Agreement. Further, notwithstanding the terms or conditions of any Executive Option, stock appreciation rights or similar agreement between the Executive and the Company, all unvested Executive Options and unvested stock appreciation rights or similar agreements shall be forfeited and the Executive shall not vest, as of the Date of Termination or otherwise, in any rights under such unvested Executive Options, stock appreciation rights or similar agreements that are unvested immediately prior to the Date of Termination and thereafter shall be permitted to exercise, in accordance with the terms of the Executive Options, only those rights that were otherwise vested immediately prior to the Date of Termination until the earlier of (w) the date the Option would otherwise expire in accordance with its terms, (x) if the Date of Termination is prior to a Qualifying Public Offering, the 270th day after a Qualifying Public Offering, (y) if the Date of Termination is after a Qualifying Public Offering, the 90th day after the Date of Termination, or (z) the 90th day after the completion of a merger, combination, share exchange or similar

transaction involving the Company pursuant to which the securities for which this Option is then exercisable are listed on a national securities exchange or the Nasdaq National Market System or any successor thereto. For purposes of this Agreement, a “Board Determination” shall mean a determination by the Board (which is evidenced by one or more written resolutions to such effect) (i) to terminate the Executive’s employment during the Employment Period based upon the Board’s dissatisfaction with the manner in which the Executive has performed his obligations and duties under Section 2(a) and (ii) that Good Cause does not exist as a basis for such termination. Notwithstanding the foregoing, no act or omission shall constitute or be the basis for a termination based upon a Board Determination unless the Board provides the Executive (a) written notice of its intention to terminate Executive’s employment pursuant to a Board Determination, and (b) an opportunity, within 30 days following the Executive’s receipt of such notice, to meet in person with the Board to explain or defend his performance to the Board.

     (c)  Death or Disability . If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Employment Period, the Company shall pay to his legal representatives (i) in a lump sum in cash within ten days after the Date of Termination the aggregate of the following amounts: (A) an amount equal to the Executive’s then current Annual Base Salary or Two Hundred Fifty Thousand Dollars ($250,000), whichever is greater; and (B) the Accrued Obligations; and (ii) the Accrued Investments which shall be payable in accordance with the terms and conditions of the Investment Plans. In addition, the members of the Executive’s family shall be entitled to continue their participation in the Company’s Welfare Plans for a period of 12 months after the Date of Termination. Further, notwithstanding the terms or conditions of any Executive Option, stock appreciation right or similar agreements between the Company and the Executive, the Executive shall vest, as of the Date of Termination, in all rights under such agreements (i.e., Executive Options that would otherwise vest after the Date of Termination) and thereafter his legal representative shall be permitted to exercise, in accordance with the terms of the Executive Options, any and all such rights until the earlier of (w) the date the Option would otherwise expire in accordance with its terms, (x) if the Date of Termination is prior to a Qualifying Public Offering, the 270th day after a Qualifying Public Offering, (y) if the Date of Termination is after a Qualifying Public Offering, the 90th day after the Date of Termination, or (z) the 90th day after the completion of a merger, combination, share exchange or similar transaction involving the Company pursuant to which the securities for which this Option is then exercisable are listed on a national securities exchange or the Nasdaq National Market System or any successor thereto. The Company shall have no further payment obligations to the Executive or his legal representatives under this Agreement.

     (d)  Cause; Other than for Good Reason . If the Executive’s employment shall be terminated by the Company for Cause or by the Executive without Good Reason during the Employment Period, the Company shall have no further payment obligations to the Executive other than for payment of Accrued Obligations, Accrued Investments (which shall be payable in accordance with the terms and conditions of the Investment Plans), and the continuance of benefits under the Welfare Plans to the Date of Termination (or later to the extent required by law). Further, notwithstanding the terms or conditions of any Executive Option, stock appreciation rights or similar agreement between the Executive and the Company, all unvested Executive Options and unvested stock appreciation rights or similar agreements shall be forfeited and the Executive shall not vest, as of the Date of Termination or otherwise, in any rights under such Executive Options, stock appreciation rights or similar agreements that are unvested

immediately prior to the Date of Termination and thereafter shall be permitted to exercise, in accordance with the terms of the Executive Options, only those rights that were otherwise vested immediately prior to the Date of Termination until the earlier of (w) the date the Option would otherwise expire in accordance with its terms, (x) if the Date of Termination is prior to a Qualifying Public Offering, the 270th day after a Qualifying Public Offering, (y) if the Date of Termination is after a Qualifying Public Offering, the 90th day after the Date of Termination, or (z) the 90th day after the completion of a merger, combination, share exchange or similar transaction involving the Company pursuant to which the securities for which this Option is then exercisable are listed on a national securities exchange or the Nasdaq National Market System or any successor thereto.

     (e) If pursuant to the terms and provisions of the Company’s Welfare Plans the Executive (or members of his family) are not eligible to participate in the Company’s Welfare Plans because the Executive is no longer an employee of the Company, then the Company may fulfill its obligations under Section 4(a)(ii), Section 4(b) or Section 4(c), as applicable, by either providing to the Executive (or his legal representatives), or reimbursing the Executive (or his legal representatives) for the costs of, benefits substantially similar to the benefits provided by the Company to its senior management under its Welfare Plans as such may from time to time exist after the Date of Termination.

5. Full Settlement, Mitigation . In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. Neither the Executive nor the Company shall be liable to the other party for any damages in addition to the amounts payable under Section 4 arising out of the termination of the Executive’s employment prior to the end of the Employment Period; provided, however, that the Company shall be entitled to seek damages for any breach of Sections 6, 7 or 9 or criminal misconduct.

6. Confidential Information .

          (a) The Executive acknowledges that the Company and their affiliates have trade, business and financial secrets and other confidential and proprietary information (collectively, the “Confidential Information”). As defined herein, Confidential Information shall not include information (i) that becomes generally available to the public other than as a result of a disclosure by Executive, (ii) that is rightfully available to Executive on a non-confidential basis from a source other than the Company (provided such source was not bound by a confidentiality agreement with the Company or otherwise prohibited from transmitting the information to Executive by a contractual, legal, or fiduciary obligation), or (iii) that is required to be disclosed by the Executive pursuant to a subpoena or court order, or pursuant to a requirement of a governmental agency or law of the United States of America or a state thereof or any governmental or political subdivision thereof; provided , however , that the Executive shall take all reasonable steps to prohibit disclosure pursuant to subsection (iii) above.

          (b) The Executive agrees (i) to hold such Confidential Information in confidence and (ii) not to release such information to any person (other than Company employees and other persons to whom the Company has authorized the Executive to disclose

such information and then only to the extent that such Company employees and other persons authorized by the Company have a need for such knowledge).

          (c) The Executive further agrees not to use any Confidential Information for the benefit of any person or entity other than the Company.

          (d) As used in this Section 6, “Company” shall include the Company and any of its direct or indirect subsidiaries or affiliates.

7. Surrender of Materials Upon Termination . Upon any termination of the Executive’s employment, the Executive shall immediately return to the Company all copies, in whatever form, of any and all Confidential Information and other properties of the Company and their affiliates which are in the Executive’s possession, custody or control.

8. Successors .

          (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and di