TERMINATION OF SEVERANCE AGREEMENT
Exhibit 10.16
TERMINATION OF SEVERANCE AGREEMENT
THIS TERMINATION OF SEVERANCE AGREEMENT ("Agreement") is made this 27th day of September, 2000, by and between WLR FOODS, INC., a Virginia corporation (the "Company") and XXXX X. XXX ("Xx. Xxx"), who agree as follows:
RECITALS:
A. The Company and Xx. Xxx entered into a letter agreement dated November 2, 1998 ("Severance Agreement") , that provides, among other things, that the Company shall be obligated to pay Xx. Xxx certain severance benefits, as set forth therein, in the event of a termination of his employment within thirty-six (36) months after a Change In Control of the Company has occurred.
B. The Company has entered into an Agreement And Plan Of Merger with Pilgrim’s Pride Corporation, a Delaware corporation, with such merger to be consummated on the Effective Date, as defined therein. Such merger, if consummated, will constitute a Change In Control of the Company as set forth in the Severance Agreement.
C. The parties desire to terminate the Severance Agreement as provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows:
1. Payment. In consideration for the execution of this Agreement, the Company agrees to pay Xx. Xxx the sum of Four Hundred Forty-Seven Thousand, Seven Hundred Fifty Dollars ($447,750.00), to be paid on the Effective Date by wire transfer to an account designated in writing by Xx. Xxx.
2. Elimination of Severance Payment. In consideration of the payment made to Xx. Xxx by the Company in Section 1 above, the parties agree that the Severance Agreement will be terminated in its entirety, and Xx. Xxx shall resign from all positions with the Company and its affiliates on the Effective Date.
3. Condition Precedent. Notwithstanding anything to the contrary herein, the terms of this Agreement are expressly contingent upon the consummation of the sale transaction provided for in the Purchase Agreement between the Company and Pilgrim’s Pride Corp., as contemplated in such Agreement; in the event such transaction is not consummated for any reason on the Effective Date, or the payment as contemplated in Section 1 is not made as provided herein, all such terms of the Severance Agreement as originally set forth in the letter dated November 2, 1998 shall remain in full force and effect.
4. Successors; Binding Agreement. This Agreement shall inure to the benefit of and be enforceable by Xx. Xxx, his personal legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.
This Agreement shall be binding on the Company and its successors and assigns.
5. Fees and Expenses. The Company shall reimburse Xx. Xxx, on a current basis, for all reasonable legal fees and related expenses incurred by him (a) in connection with contesting or disputing any terms or conditions of this Agreement or incurred by Xx. Xxx in attempting to collect payment under this Agreement, or (b) in seeking to obtain or enforce any right or benefit provided by this Agreement, in each case regardless of whether or not his claim is upheld by a court of competent jurisdiction; provided, however, Xx. Xxx shall be required to repay such amounts to the Company to the extent that a court issues a final and non-appealable order setting forth the determination taken by Xx. Xxx was frivolous or advanced by him in bad faith.
6. Governing Law and Venue. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Virginia (exclusive of its conflict of laws provision). Venue for any proceeding related to the performance or interpretation of this Agreement, or in any way arising out of this Agreement, shall be either the Circuit Court of Rockingham County, Virginia or the United States District Court for the Western District of Virginia, Harrisonburg Division.
WITNESS the following signatures and seals; and
IN WITNESS WHEREOF, the undersigned has caused this Addendum to be executed on its behalf as thereunto duly authorized.
WLR FOODS, INC., a Virginia corporation
By: __________________________________
Its: __________________________________
_____________________________________
Xxxx
X. Xxx
