bound by the policies and procedures of the Company Group applicable to Executive, including Company’s codes of ethics and business conduct. (c) During the Advisory Term, Executive will refrain from performing services for remuneration for any entity...
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Exhibit 10.1 TRANSITION EMPLOYMENT AND SEPARATION AGREEMENT This Transition Employment and Separation Agreement (this “Agreement”), effective as of March 22, 2019 (the “Transition Date”) is made and entered into by and between Pilgrim’s Pride Corporation, a Delaware corporation (“Company”), and Xxxxxxx X. Xxxxxxx (“Executive”), with reference to the following circumstances, namely: RECITALS WHEREAS, Executive and Company have mutually expressed their desire for Executive to transition from his role as President and Chief Executive Officer of Company as of the Transition Date; WHEREAS, Executive has expressed his desire to continue providing services to Company as an employee; WHEREAS, Company desires to express its appreciation to Executive for his long and dedicated service to Company and also desires to benefit from Executive’s services to Company in different capacities; and WHEREAS, Executive and Company desire to enter into this Agreement in order to memorialize the terms and conditions of Executive’s changing role with Company and anticipated separation from employment with Company. NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Title, Status and Duties. (a) Effective as of the Transition Date, Executive shall resign from Executive’s role as President and Chief Executive Officer of Company and as a Director of the Board of Directors of Company (the “Board”) and shall relinquish all authority to act on behalf of Company or any of its subsidiaries or affiliates (together, the “Company Group”). From the Transition Date through Executive’s termination of employment with the Company Group (the “Advisory Term”), Executive shall remain an employee of Company and have the title of Senior Advisor. During the Advisory Term, Executive shall report to the Chairman of the Board (the “Company Chairman”). (b) Executive’s duties during the Advisory Term shall include an employee advisory role to participate in ongoing litigation and to provide other general support as is reasonably requested of Executive by the Company Chairman. As Senior Advisor, Executive shall have no ability or authority to bind the Company Group in any capacity. While serving as Senior Advisor, Executive shall (i) devote Executive’s attention to the business of the Company Group as needed to fulfill his duties; (ii) perform Executive’s duties faithfully and diligently in accordance with the bylaws of Company and the terms of this Agreement; (iii) operate within the established guidelines, plans or policies approved by the Board; and (iv) comply with and be
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requirement (to the extent legally permissible) so that Company may seek an appropriate protective order prior to any such required disclosure by Executive and so as to provide Company’s General Counsel with prompt written notice after Executive is informed that such disclosure will be compelled. Such written notice shall include a description of the information to be disclosed, the court, government agency, or other forum through which the disclosure is sought, and the date by which the information is to be disclosed, and shall contain a copy of the subpoena, order or other process used to compel disclosure. No provisions in this Agreement, including Section 6 and this Section 7, are intended to prohibit Executive from disclosing this Agreement to, or from cooperating with or reporting violations to, any such governmental entity, and Executive may do so without disclosure to Company. Company may not retaliate against Executive for any of these activities, and nothing in this Agreement would require Executive to waive any monetary award or other payment that Executive might become entitled to from any such governmental entity. (c) “Confidential Information” means all information without regard to form regarding the members of the Company Group, their activities, business or clients that is the subject of reasonable efforts by the Company Group to maintain its confidentiality and that is not generally disclosed by practice or authority to persons not employed by the Company Group, but that does not rise to the level of a Trade Secret. Confidential Information includes financial plans and data concerning the Company Group, management planning information, business plans, operational methods, market studies, marketing plans or strategies, product development techniques or plans, customer lists, customer files, data and financial information, details of customer contracts, current and anticipated customer requirements, identifying and other information pertaining to business referral sources, commodity marketing position, grain trades and strategy, budgets, long-range plans, sales data, technical information, processes and compilations of information, records, specifications and information concerning customers or vendors, manuals relating to suppliers’ products, information regarding methods of doing business, the identity of suppliers, and personnel information, past, current and planned research and development, business acquisition plans, and new personnel acquisition plans and does not limit any definition of “confidential information” or any equivalent term under state or federal law. Confidential Information does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of Company. (d) “Trade Secret” means all information, without regard to form, including technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, distribution lists or a list of actual or potential customers, advertisers or suppliers which is not commonly known by or available to the public and which information: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (e) Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, 6
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January 14, 2011 and April 3, 2018. This Agreement has not been executed in reliance upon any representation or promise except those contained herein. 22. Choice of Law; Arbitration. This Agreement shall be interpreted and construed in accordance with and shall be governed by the laws of the State of Colorado, without reference to principles of conflict of law of Colorado or any other jurisdiction, and, when applicable, the laws of the United States. Any claim or dispute arising under or relating to this Agreement or the breach, termination, or validity of any term of this Agreement shall be subject to arbitration, and the parties agree that they shall arbitrate all controversies; provided, however, that nothing in this Agreement shall prohibit Company from exercising its right to pursue injunctive or other equitable remedies with respect to a breach or threatened breach of covenants. The arbitration shall be conducted in Denver, Colorado, in accordance with the Employment Dispute Rules of the American Arbitration Association and the Federal Arbitration Act, 9 U.S.C. §l, et. seq. Any award shall be binding and conclusive upon the parties hereto, subject to 9 U.S.C. §10. Each party shall have the right to have the award made the judgment of a court of competent jurisdiction. Each party to the arbitration shall bear the cost of their respective attorneys, experts and advisers. The cost of the arbitrator shall be borne by Company. 23. Acknowledgment of Terms. Executive acknowledges that Executive has carefully read this Agreement; that Executive has had the opportunity for review of it by Executive’s attorney; that Executive fully understands its final and binding effect; that Company admits to no wrongdoing in connection with Executive’s employment, the transition of Executive’s employment responsibilities, or any other matter covered by the Release; that this Agreement is intended as a compromise of all Claims that Executive has alleged or may allege against any of the Released Parties (as such terms are defined in the Release); that the only promises or representations made to Executive to sign this Agreement are those stated herein; and that Executive is signing this Agreement voluntarily. [Remainder of page intentionally left blank. Signature page follows.] 12
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date and year first above written. PILGRIM’S PRIDE CORPORATION /s/ Xxxxx Xxxxxx By: Xxxxx Xxxxxx Title: Chief Financial Officer XXXXXXX X. XXXXXXX /s/ Xxxxxxx X. Xxxxxxx [Signature Page to the Transition Employment and Separation Agreement]
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EXHIBIT A GENERAL RELEASE OF CLAIMS AGREEMENT All capitalized terms used in this General Release of Claims Agreement (this “Release”) and not defined herein have the meaning given to them in the Transition Employment and Separation Agreement (the “Transition Agreement”), effective as of March 22, 2019, made by and between Pilgrim’s Pride Corporation, a Delaware corporation (“Company”), and Xxxxxxx X. Xxxxxxx (“Executive”). 1. Definitions. (a) “Claims” means all theories of recovery of whatever nature, whether known or unknown, and now recognized by the law or equity of any jurisdiction. This term includes causes of action of every kind and nature, charges, indebtedness, losses, claims, promises, obligations, liabilities, and demands, whether arising in equity or under the common law or under any contract or statute. This term includes any claims of discrimination, harassment, retaliation, retaliatory discharge, or wrongful discharge, and any other claim which is alleged or which could be alleged by Executive, or on Executive’s behalf, or by any Releasor in any lawsuit or other proceeding. This term includes any claims and rights arising under the Age Discrimination in Employment Act of 1967, 29 U.S.C. §621, et seq., including the Older Workers Benefit Protection Act of 1990; Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e, et seq.; the Civil Rights Act of 1991; Sections 1981-1988 of Title 42 of the United States Code; the Equal Pay Act; the Employee Retirement Income Security Act of 1974, 29 X.X.X. §0000, et seq.; and the Americans with Xxxxxxxxxxxx Xxx, 00 X.X.X. §00000, et seq.; the Worker Adjustment and Retraining Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000, et seq.; the Family and Medical Leave Act, 29 U.S.C. §2601, et seq.; the National Labor Relations Act; the Immigration Reform and Control Act; the Americans with Disabilities Act of 1990; the Fair Labor Standards Act; the Occupational Safety and Health Act; the Xxxxxxxx-Xxxxx Act of 2002; and any other federal, state or local law or regulation regarding employment or the termination of employment. This term includes any and all rights, benefits or claims Executive or any Releasor may have under any employment contract or under any severance, bonus, incentive compensation or stock option plan, program or agreement. (b) “Damages” means all elements of relief or recovery of whatever nature, whether known or unknown, which are recognized by the law or equity of any jurisdiction which is sought or which could be sought by Executive, or on Executive’s behalf, or by any Releasor, in any lawsuit or other proceeding. This term includes actual, incidental, indirect, consequential, compensatory, exemplary, liquidated and punitive damages; rescission; attorneys’ fees; interest; costs; equitable relief; and expenses. This term also includes wages, benefits or other compensation owed, or allegedly owed to Executive or any Releasor, by virtue of Executive’s employment or termination of employment with the Company Group, including severance, bonuses, incentive compensation or stock options, payable pursuant to any plan, program, or agreement. (c) “Releasors” means and includes Executive individually and in any corporate or other representative capacity, and all of Executive’s past or present heirs, executors, A-1
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administrators, agents, legal representatives, trustees, estates, spouse, successors, beneficiaries, and assigns. (d) “Released Parties” means and includes all members of the Company Group (including, for the avoidance of doubt, Company), and each of their past, present and future owners, trustees, parents, subsidiaries, affiliates, family members and related entities, and all of the foregoing entities’ and persons’ past, present and future directors, officers, employees, associates, agents, benefit plans (and each such plan’s fiduciaries, administrators, trustees, sponsors and representatives), insurance carriers, predecessors, successors, assigns, executors, administrators, and representatives, in both their representative and individual capacities. Each of the Released Parties is an intended beneficiary of this Release. 2. General Release. (a) In exchange for and in consideration of compensation and benefits provided for in the Transition Agreement, and as a condition of its receipt, Executive, on behalf of himself, and all Releasors, hereby irrevocably and unconditionally releases, discharges and acquits all of the Released Parties from any and all Claims and Damages, which Executive or any Releasor has against them at any time up to the date Executive signs this Release, including but not limited to Claims and Damages arising out of, or which might be considered to arise out of or to be connected in any way with: (i) Executive’s employment with the Company Group or the termination thereof; (ii) any treatment of Executive by any of the Released Parties, which includes, without limitation, any treatment or decisions with respect to hiring, placement, promotion, work hours, discipline, transfer, termination, compensation, performance review or training; (iii) any Damages or injury that Executive or any Releasor may have suffered, including without limitation, emotional or physical injury, or compensatory Damages (but excluding any claims for workers’ compensation benefits); (iv) employment discrimination, which shall include, without limitation, any individual or class claims of discrimination on the basis of age, disability, sex, race, religion, national origin, citizenship status, marital status, sexual orientation or any other basis whatsoever; (v) the Incentive Awards; and (vi) all such other Claims or Damages that Executive or any Releasor could assert against any, some or all of the Released Parties; provided that nothing in this Release shall be construed to release any rights Executive may have to (x) enforce the terms of the Transition Agreement or (y) indemnification by Company. (b) This Release shall be construed as broadly as possible and shall also extend to release each and all of the Released Parties, without limitation, from any and all Claims and Damages that Executive or any Releasor have alleged or could have alleged, whether known or unknown, based on acts, omissions, transactions or occurrences which occurred up to the date Executive signs this Release. 3. Rights Reserved. Nothing in this Release shall prohibit or restrict Executive from responding to any inquiry, or otherwise communicating with, any federal, state or local administrative or regulatory agency or authority, including, but not limited to, the Securities and Exchange Commission (SEC), the Equal Employment Opportunity Commission (EEOC) or the National Labor Relations Board (NLRB), if applicable to Executive’s employment, about the Transition Agreement or its underlying facts and circumstances or filing a charge with or A-2
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Acknowledgment of the Release I acknowledge that I have read and understand the Release and voluntarily agree to its terms. Signed on this 22 day of March, 2019. Signature: /s/ Xxxxxxx X. Xxxxxxx Printed Name: Xxxxxxx X. Xxxxxxx [Signature Page to the Release]