PILGRIM’S PRIDE
CORPORATION
FY2009 PERFORMANCE BONUS
PLAN
Pilgrim’s Pride Corporation (the
“Company”) hereby establishes the Pilgrim’s Pride
Corporation FY2009 Performance Bonus Plan (the
“Plan”). The purpose of the Plan is to
advance the interests of Pilgrim’s Pride Corporation and its
stockholders by establishing a direct relationship between the
payment of cash bonuses to certain of the Company’s officers
and other key employees and the performance of the
Company.
(a) The Plan shall be
administered by the Company’s Compensation Committee (the
“Committee”).
(b) The Committee
shall have the authority, subject to the limitations set forth in
the Plan, to interpret the Plan and to adopt, amend and rescind
such rules and regulations as, in its opinion, are necessary for
the administration of the Plan and to make such other
determinations deemed necessary or advisable for the administration
of the Plan. All decisions, determinations and
interpretations of the Committee relating to the Plan shall be
final and conclusive on the Company and all Participants under the
Plan.
(c) The Committee may
employ such accountants, legal counsel, consultants and agents as
it may deem desirable for the administration of the Plan and may
rely upon any opinion received from any counsel or consultant and
any computation received from any consultant or
agent. Expenses incurred by the Committee in the
engagement of such counsel, consultants or agents shall be paid by
the Company. No member or former member of the Committee
shall be liable for any action or determination made in good faith
with respect to the Plan.
|
|
PARTICIPANTS
AND BONUSES.
|
(a) The persons
eligible to participate (“Participants”) for the fiscal
year (“Fiscal Year”) of the Company ending September
26, 2009 shall be comprised of the Company’s Chief Executive
Officer, Chief Financial Officer, Executive Vice Presidents, Senior
Vice Presidents, Vice Presidents and such other officers or
positions of the Company or other key employees of the Company and
any subsidiary of the Company as the Committee may
specify. Subsidiary means any “subsidiary
corporation” as defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended (the “Code”) or any
other entity of which a majority of the outstanding voting stock or
voting power is beneficially owned directly or indirectly by the
Company.
(b) For
the Fiscal Year ending September 26, 2009, except as provided in
Section 2(e) hereof, each Participant who is employed by the
Company or one of its subsidiaries on the date immediately prior to
the date of the Company’s emergence from Chapter 11
bankruptcy (the “Vesting Date”) shall be entitled to
receive a cash bonus with respect to such Fiscal
Year. The amount of the cash bonus shall be equal to (i)
the amount of such Participant’s Bonus Factor (as described
in paragraph (c)), divided by (ii) the sum of the Bonus
Factors for all of the Participants, multiplied by (iii) the sum of
(A) $2.6 million if the Company’s earnings before
interest, taxes, depreciation, amortization and restructuring costs
(“EBITDAR”) for the third and fourth fiscal quarters
combined equals $225 million, plus (B) an amount equal to 4% of the
excess of EBITDAR greater than $225 million, excluding
extraordinary charges (in each case, as set forth on the
Company’s consolidated statements of income) for the third
and fourth quarters of Fiscal Year 2009 with respect to which the
bonus is being calculated, plus (C) the
