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EXHIBIT 10.45
SOUTHERN FOODS GROUP, L.P.
EXECUTIVE MEDICAL AGREEMENT
THIS AGREEMENT is made this ___ day of March, 1999, by and between
Southern Foods Group, L.P., a Delaware limited partnership (the "Company"), and
Xxxx Xxxxxxxx (the "Executive").
WHEREAS, the Executive is a senior executive of the Company and has
made and is expected to continue to make major contributions to the
profitability, growth and financial strength of the Company;
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement, the parties agree as follows:
1. Executive Medical Coverage. Effective upon the Executive's
termination of employment (as defined in Section 2 below) for any reason, the
Company will arrange to provide the Executive and the Executive's spouse (the
"Executive's Spouse") with medical coverage for all reasonable and customary
necessary medical expenses incurred by the Executive or the Executive's Spouse,
and to the extent such benefits are not or cannot be paid or provided under any
medical plan of the Company or any affiliate of the Company, or under any
insurance policy owned by the Company or the Executive and paid for by the
Company, then the Company will reimburse the Executive, or the Executive's
Spouse in the event of Executive's death, fully for all such medical expenses
paid by the Executive or the Executive's Spouse.
2. Duration of Obligation. The Company's obligation under this
Agreement begins on the date of the Executive's termination of employment with
the Company for any reason, and ends on the later of (i) the date of the
Executive's death and (ii) the date of the Executive's Spouse's death. For
purposes of this Agreement, the term "termination of employment" includes, but
is not limited to, the Executive's ceasing to be an employee of the Company
whether as a result of retirement, voluntary resignation or involuntary
termination or ceasing to be an officer or director of the Company or an officer
or director of the general partner of the Company or any significant adverse
change in the nature or scope of the authorities, powers, functions,
responsibilities or duties attached to the Executive's position with the Company
or Executive's position with the general partner of the Company as of the date
of this Agreement, without regard to the nature of such position (e.g.,
employee, officer, director, shareholder, etc.).
3. Tax Related Payment. To the extent that any payments made under this
Agreement are included in the gross income of the Executive or the Executive's
Spouse for federal income tax purposes, the Company will pay the Executive or
the Executive's Spouse, as applicable, an additional payment (the "Gross-Up
Payment"). The Gross-Up Payment will be in an amount such that, after payment by
the Executive or the Executive's Spouse, as applicable, of all federal income
taxes, including any such taxes on the Gross-Up Payment, the Executive or the
Executive's Spouse, as applicable, is in substantially the same position as if
the initial payment under this Agreement were not included in his or her gross
income for federal income tax purposes.
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4. Coordination of Coverage. Any payments otherwise required under this
Agreement will be reduced to the extent the Executive or the Executive's Spouse
receives benefits under another employer's group health plan or any other health
plan covering Executive or Executive's Spouse, and any payments under this
Agreement will always be considered secondary to such other group health plan
coverage or such other health plan; provided, however, if the cost of such other
group health plan coverage or such other health plan is paid for by the
Executive or the Executive's Spouse, then the Company will reimburse the
Executive or the Executive's Spouse for such cost. In addition, any payments
under this Agreement will be secondary to Medicare, except to the extent that
Title XVIII of the Social Security Act expressly requires coverage under this
Agreement to be considered primary to Medicare.
5. Subrogation and Reimbursement. The Company's obligations under this
Agreement to the Executive and the Executive's Spouse will be reduced with
respect to any injury or illness caused by a third party to the extent that the
Executive or the Executive's Spouse recovers any amount from the third party or
the third party's insurance carrier, without regard to whether the third party
admits liability and without regard to whether such recovery specifically
mentions or otherwise relates to medical benefits or amounts paid under this
Agreement. The Executive or the Executive's Spouse, as applicable, will
reimburse the Company for any payment that is made by the Company which is not
required under the preceding sentence. In addition, in the event that the
Executive or the Executive's Spouse sustains an injury or illness caused by a
third party, the Company will be subrogated to the rights of the Executive or
the Executive's Spouse against the third party or the third party's insurance
carrier (including uninsured motorist coverage).
6. Employment Rights. Nothing expressed or implied in this Agreement
will create any right of the Executive to remain in the employment of the
Company.
7. Withholding of Taxes. The Company may withhold from any amounts
payable under this Agreement all federal, state, city or other taxes as shall be
required pursuant to any law or regulation.
8. Assignment. This Agreement is personal in nature and the Executive
will have no right to assign this Agreement or to assign, anticipate, encumber
or dispose of any payment under this Agreement, which payments and the rights to
such payments are expressly declared nonassignable and nontransferable, except
as otherwise specifically provided in this Agreement.
9. Successors/Binding Effect. This Agreement will inure to the benefit
of and be binding upon the Company, its subsidiaries, and any successors and
assigns. The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to the Executive or the Executive's Spouse, as
applicable, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent the Company would be required to perform if no
such succession had taken place. This Agreement will inure to the benefit of and
be binding upon the Executive, the Executive's Spouse, their heirs, distributees
and personal representatives.
10. Entire Agreement/Modification. This Agreement supersedes all
previous agreements, negotiations, or communications between the Executive and
the Company and contains the complete and exclusive expression of the
understanding between the parties with respect to providing medical
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coverage to Executive and Executive's Spouse following Executive's termination
of employment. This Agreement cannot be amended, modified or supplemented in any
respect except by a subsequent written agreement entered into by both parties.
11. Governing Law. This Agreement will be construed and enforced in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first set forth above.
SOUTHERN FOODS GROUP, L.P.,
a Delaware limited partnership
By: SFG Management Limited
Liability Company, a Delaware
limited liability company,
its general partner
By:
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Its:
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EXECUTIVE
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Xxxx Xxxxxxxx
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