FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
EXHIBIT 10.2
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Executive Employment Agreement (this “Amendment”) is made and
entered into as of May 25, 2007, by and among Swift Foods Company, a Delaware corporation (the
“Company”), Swift & Company, a Delaware corporation (“S&C”), and Xxx Xxxxx (the “Executive”).
WHEREAS, the Company, S&C and the Executive are parties to that certain Executive Employment
Agreement dated May 26, 2005 (the “Agreement”); and
WHEREAS, the parties hereto desire to amend the Agreement to the extent set forth in this
Amendment.
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. Retention Bonus. The Agreement is hereby amended to add a Section 13 to
the Agreement which shall read in its entirety as follows:
“13. Retention Bonus. Reference is made to the Swift & Company Executive
Retention Bonus Plan adopted as of May 25, 2007 (the “Plan”). All capitalized
terms used in this Section 13 but not defined in this Agreement shall have
the respective meanings ascribed to such terms in the Plan. Executive is not a
Participant in the Plan. Executive shall be entitled to receive a Retention
Bonus, as if Executive were a participant in the Plan, in accordance with, and
subject to, all of the terms and provisions of the Plan. Executive’s Retention
Bonus shall be not less than $1,522,500. Executive shall not be entitled to
receive any of the Severance Benefits that a Participant is entitled to receive
under the Plan; provided, however, that this Section 13 shall not diminish
any payments or benefits that Executive is otherwise entitled to receive under
this Agreement. The Retention Bonus shall be in addition to any payments or
benefits that Executive is otherwise entitled to receive under this Agreement. In
determining whether, and when, the Retention Bonus is payable to Executive, the
definitions of “Cause,” “Good Reason,” and “Disability” used in this Agreement
shall be utilized in lieu of those terms as defined in the Plan.”
2. Amendments. This Amendment shall not be amended except in a writing signed by the
parties hereto.
3. Counterparts. This Amendment may be executed and delivered (including by
facsimile transmission) in one or more counterparts, each of which shall be regarded as an original
and all of which shall constitute one and the same instrument.
4. Governing 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.
5. Entire Agreement. Except as amended by this Amendment, the Agreement shall remain
in full force and effect, and the Agreement and this Amendment shall constitute the complete
understanding and agreement among the parties with respect to the subject matter of the Agreement
and this Amendment.
[Signature Page Follows]
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The undersigned parties have executed this First Amendment to Executive Employment Agreement
as of the date first set forth above.
| EXECUTIVE |
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| /s/ Xxx Xxxxx | ||||
| Xxx Xxxxx | ||||
| SWIFT FOODS COMPANY |
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| By: | /s/ Xxxxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |||
| Title: | SVP – Corporate Controller | |||
| SWIFT & COMPANY |
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| By: | /s/ Xxxxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |||
| Title: | SVP – Corporate Controller | |||
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