EXHIBIT 10.12
AMENDED AND RESTATED
FORMULA DEVELOPMENT AGREEMENT
THIS FORMULA DEVELOPMENT AGREEMENT is executed this 21st day of May, 2004,
and made effective as of December 1, 2002, by and between XXXXXX'X FOOD SYSTEMS,
INC., a North Carolina corporation ("HARDEE'S") and PIERRE FOODS, INC., a North
Carolina corporation ("Vendor").
RECITALS
1. HARDEE'S desires to introduce new products in its restaurant systems.
2. Vendor is in the business of developing formulations and producing and
manufacturing products of the type and kind contemplated by this Agreement.
3. VENDOR has developed a product which HARDEE'S desires to consider for
use in its restaurant systems.
NOW, THERFORE, in consideration of the mutual promises herein made, the
parties agree as follows:
1. Vendor has developed specifications and desired elements or
characteristics for the following products (individually each a "Product" and
collectively the "Products"):
Angus Beefsteak Xxxxx 4.10oz. Item #9561
Angus Beefsteak Xxxxx 5.65oz. Item #9598
2. Simultaneously with the execution of this Agreement, the parties
entered into a an Amended and Restated Agreement for the Products (the "Product
Contract").
3. So long as the Purchase Threshold (as defined herein) is met, Vendor
grants HARDEE'S, together with its parent, subsidiary and affiliate
corporations, an exclusive, right to purchase the Products. It is expressly
understood that Vendor will process and manufacture the Products utilizing
certain proprietary processes, methods, ingredients and formulas (collectively,
the "Formula") described on Exhibit A attached hereto and in accordance with
HARDEE'S Finished Product Specifications attached to the Product Contract. The
parties agree and acknowledge that Vendor has ownership of the Formula. Other
than for the rights granted herein to HARDEE'S by Vendor, HARDEE'S, together
with its parent, subsidiary and affiliate corporations, will not by virtue of
this relationship acquire or claim any proprietary interest in: (i) the Formula
of Vendor utilized in the manufacture and production of the Products, (ii) any
patents, patent applications, proprietary information, processes or methods
containing confidential information of Vendor and belonging to Vendor, (iii) any
software, trade secrets or other proprietary information, methods or processes
licensed by third parties to Vendor, or (iv)
----------
Confidential information redacted and
Omitted portions are indicated by [***]. filed separately with the Commission.
any other products, recipes, formulas, techniques, procedures, or processes of
the Vendor and belonging to Vendor.
4. HARDEE'S acknowledges that it is aware that Vendor presently
manufactures various protein and sandwich products substantially similar to the
Products for third parties and for its own branded sandwiches. This Agreement
shall not limit the right of Vendor to continue the manufacture and sale of any
products and/or branded items as they are presently or hereafter may be
constituted or to develop and process other branded items or products for itself
or others; PROVIDED, HOWEVER, that notwithstanding the foregoing, so long as the
Purchase Threshold is met, Vendor may not:
(i) manufacture for or sell to any third party, other than Xxxx
Xxxxxxx Enterprises, Inc. ("CKE") pursuant to the CKE Agreement (as defined
herein), or for its own use any Angus Beef Burger Product that uses the same
proprietary spices in the Angus meat block formula used in the manufacture of
the Product, or
(ii) manufacture for or directly sell to any Competitor of HARDEE'S
(as defined herein) any Angus Beef Burger Product confusingly similar to a
Product. "Angus Beef Burger Product" means a beef xxxxx consisting of more than
51% of black cattle beef with a raw weight range and with respect to a Product
(so long as the Product is subject to the Product Contract) within .3oz., plus
or minus, of the raw weight of such Product.
5. For purposes of this Agreement, the term "Competitor of HARDEE'S" shall
mean any national or regional chain of "quick" service restaurants or food shops
with one hundred (100) or more restaurants or shops operated under the same
tradename in which food is prepared on-premises and sold at an inside counter,
table service or drive-thru window, intended for immediate on-premises,
off-premises, or in-vehicle consumption.
6. For the purposes of this Agreement, "Purchase Threshold" means the
purchase under the Product Contract by HARDEE'S and its parent, subsidiary, and
affiliate corporations of *** pounds aggregate of Products from Vendor during
each rolling twelve (12) month trailing period, the first test period ending
fourteen (14) months after the month in which first delivery of Products is made
under the Product Contract. If less than *** pounds is available in any such
period for sale by Vendor, then such lesser amount available shall be the
Purchase Threshold.
7. HARDEE'S agrees as a condition of this Agreement that HARDEE'S will not
contract with more than two (2) other manufacturers (other than Vendor) at any
one time to manufacture and produce the Products for HARDEE'S. Vendor agrees
that as a condition of this Agreement that Vendor so long as the Purchase
Threshold is met will enter into agreements without royalty or fee with such
other manufacturers (designated by HARDEE'S) to license the use of Vendor's
proprietary Formula for the Products to said manufacturers solely for the
purpose of manufacturing and producing the Products for HARDEE'S. Provided,
notwithstanding the foregoing sentence, Vendor agrees that HARDEE'S may engage
one or two
----------
Confidential information redacted and
Omitted portions are indicated by [***]. filed separately with the Commission.
2
designated manufacturers which Vendor will license to use the Formula during the
time period beginning as of the date of this Agreement until the Purchase
Threshold is first tested. Failure by Vendor to enter into a license agreement
with a designated manufacturer within a reasonable time, through no fault of the
designated manufacturer, shall constitute a material default under this
Agreement. It is expressly understood and agreed by the parties that other than
licensing the use of the Formula, Vendor shall have no further role in the
relationship between HARDEE'S and the other said manufacturer.
8. Vendor represents and warrants that it owns the formulations and
specifications to manufacture the Products free and clear and has the right to
enter into this Agreement and xxxxx XXXXXX'X and its parent, subsidiary, and
affiliate corporations the exclusive right to purchase the Products pursuant to
Section 3 and the right to license its proprietary formulas and specifications
for the production and manufacture of the Products under Section 7.
9. It is expressly acknowledged that the Vendor in consideration of the
premises herein and other consideration received, the legal sufficiency of which
is acknowledged, does hereby xxxxx XXXXXX'X the right of first refusal
hereinafter described. Upon the occurrence of any one of the following events,
HARDEE'S upon written notice to Vendor shall have the right of first refusal to
purchase the Formula, and all rights of ownership thereto, from the Vendor for a
purchase price and purchase terms provided in writing by Vendor to HARDEE'S
within fourteen (14) calendar days following the occurrence of any such event.
HARDEE'S shall have in fourteen (14) calendar days after receiving the purchase
price and purchase terms notice within which to accept or decline Vendor's
proposal. If HARDEE'S declines to purchase the Formula during such time period,
then Vendor shall be free to contract with and sell to any third party the
Formula unencumbered without restriction, but not on different terms than those
offered to HARDEE'S without giving HARDEE'S a fourteen (14) day right of first
refusal concerning the same. From the date of the occurrence of any one of the
events until the date on which the Formula is purchased by HARDEE'S or by a
third party under this provision, Vendor shall permit HARDEE'S, or any
manufacturer designated by HARDEE'S, to produce the Products for HARDEE'S under
the terms of the standard license agreement set forth in Section 7 hereunder.
a. The Vendor ceases to manufacture or is unable to manufacture the
Product for any reason for a period of thirty (30) consecutive calendar days
excepting a Force Majeure (as defined in the Product Contract) provided Vendor
shall cooperate in good faith in such event with HARDEE'S and its then
designated manufacturers and any other temporary designated manufacturer
appointed by HARDEE'S to ensure appropriate supply of Products until Vendor can
resume production and supply of the Products as contemplated under the Product
Contract, at which point the rights and obligations of the parties under the
Product Contract shall resume. In such a Force Majeure event, until Vendor is
able to resume its supply obligations under the Product Contract, the Purchase
Threshold and Volume Requirements (as defined in the Product Contract) shall be
waived;
----------
Confidential information redacted and
Omitted portions are indicated by [***]. filed separately with the Commission.
3
b. Excepting by reason of delay or default of persons outside the
control of Vendor, the Vendor fails to perform or observe any portion of its
obligations under Section 7 herein at any time;
c. The Vendor ceases to do business as a manufacturer of beef products
for any reason; and
d. The Vendor (i) voluntarily commences any proceeding or file any
petition seeking relief under any Federal, state or foreign bankruptcy,
insolvency, receivership, liquidation or similar law, (ii) consents to the
institution of, or fails to contravene in a timely and appropriate manner, any
such proceeding or the involuntary filing of any such petition, (iii) applies
for or consents to the appointment of a receiver, trustee, custodian, or similar
official of itself or of a substantial part of its property, (iv) files an
answer admitting the material allegations of a petition filed against it in any
voluntary or involuntary bankruptcy proceeding, (v) makes a general assignment
for the benefit of creditors, (vi) becomes unable, admits in writing its
inability or fails generally to pay its debts as they become due or (vii) takes
any corporate or other action for the purpose of effecting any of the foregoing.
Provided in the event of a Chapter 11 reorganization, if the trustee affirms the
Product Contract and the associated agreements, and the Vendor affirmatively
shows its ability to produce and supply, and so long as it does so, the Products
in accordance with the Product Contract, such event so long as in Chapter 11
status, or a complete discharge therefrom, shall not be deemed an event under
this subsection (d).
10. The parties recognize the unique nature of this Agreement due to the
uniqueness of the Product, the health and liability issues integral to the
Product and the effect of the Product on the reputation of HARDEE'S and Vendor.
Accordingly, the parties agree that this Agreement is personal in nature and
that neither party may assign or otherwise transfer its rights and obligations
under this Agreement to another party without the express prior written consent
of the non-transferring party which consent will not be unreasonably withheld.
This Agreement shall be binding on and inure to the benefit of the parties
hereunder and their respective approved successors and assigns.
11. This Agreement shall be governed by the laws of the State of Missouri.
The parties consent to the exclusive jurisdiction of the state and federal
courts of the State of Missouri for the adjudication of matters arising out of
this Agreement; and neither party will assert FORUM NON CONVENIENS with respect
to such venue. This Agreement, and all Exhibits, are only valid if and when duly
signed by authorized representatives of both parties. No third party is
authorized to amend or waive, on behalf of HARDEE'S, any provision of this
Agreement.
12. There are no understandings, agreements, or representations,
express or implied, not specified herein. This Agreement may not be amended
except in a writing signed by the parties.
----------
Confidential information redacted and
Omitted portions are indicated by [***]. filed separately with the Commission.
4
13. It is expressly agreed and acknowledged that Vendor has entered into a
certain Amended and Restated Agreement dated of even date and effective February
1, 2004, with CKE which Agreement and the attachments thereto (the "CKE
Agreement") grant CKE the right to purchase products similar to the Products in
accordance with the terms and conditions therein. Notwithstanding anything
herein to the contrary, HARDEE'S acknowledges and agrees that the rights,
privileges, and options of CKE under the CKE Agreement, and the terms thereof,
shall not be deemed a violation of the Product Contract, this Agreement, or the
Attachments (as defined in the Product Contract).
Executed the day and year first above written and effective as of
December 1, 2002.
XXXXXX'X FOOD SYSTEMS, INC. PIERRE FOODS, INC.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------- ------------------------------
Xxxx Xxxxxx Xxxxxx X. Xxxxxx
Executive Vice President Senior Vice President-Sales
----------
Confidential information redacted and
Omitted portions are indicated by [***]. filed separately with the Commission.
5
EXHIBIT A
PRODUCT: Angus Beefsteak *** SPECIFICATION #:9561
Page 1 of 3 REVISIONS:01
(C) PIERRE FOODS, INC. 2004:
THIS DOCUMENT CONTAINS CONFIDENTIAL INFORMATION AND
TRADE SECRETS PROPRIETARY TO PIERRE FOODS, INC.
UNAUTHORIZED REPRODUCTION OR DISCLOSURE IS STRICTLY
PROHIBITED AND MAY RESULT IN SERIOUS LEGAL CONSEQUENCES
RECEIPT OR POSSESSION OF THIS DOCUMENT DOES NOT GRANT
THE RIGHT TO REPRODUCE THIS DOCUMENT, TO DISCLOSE ITS
CONTENTS OR TO USE SUCH CONTENTS IN ANY WAY.
PIERRE FOODS, INC.
PRODUCT DEVELOPMENT DEPARTMENT
PRODUCT FORMULA AND SPECIFICATIONS
PRODUCT: Pierre Foods: Angus Beefsteak ***
SPECIFICATION #: 9561
SUPERSEDES: None PAGE 1 of 3 EFFECTIVE DATE: 04/27/04
SUPPLEMENTS:
- Regulatory HACCP Flow-Chart
- Application for Approval of Label
PRODUCT DESCRIPTION: Individually frozen, *** chopped
Angus beefsteak (chopped and formed) without grill
marks. It is to be thawed under refrigeration to a
maximum of *** and heat surface temperature to ***
for a minimum of ***.
RAW MATERIALS:
Ingredients Angus Beef, Salt *** Sodium Phosphates, Spices
ANGUS BEEF: Chemical Lean (CL) must be within +/- 2% fat of purchased and
stated label claim. Must be from Angus Cattle that complies with the
following USDA Schedules, *** and Raw Materials Spec, Beef Angus
Trimmings, boneless Combos/Fresh.
A) Frozen Angus Beef: ***:
1) Target fat content of *** +/- 2%.
2) ***.
3) Must be from USDA ***.
4) At time of receipt, frozen product must be 10 DEG. F or
less.
5) Receiving: Frozen less than 90 days at time of our receipt.
B) *Fresh Angus Beef: ***.
1) Target Fat content +/- 2%.
2) ***.
3) At time of receipt, fresh product must be 40 DEG. F or less.
4) Receiving: Fresh less than *** days from bone date.
732064 Omitted portions are indicated by [***]. Confidential information
redacted and filed
separately with the
Commission.
EXHIBIT A
PRODUCT: Angus Beefsteak *** SPECIFICATION #:9561
Page 2 of 3 REVISIONS:01
C) *Fresh Angus Beef: ***.
1) Target Fat Content of +/- 2%.
2) ***.
3) At time of receipt, fresh product must be 40 DEG. F or less.
4) Receiving: Fresh less than *** days from bone date.
* Angus Beef will be combined to target*** fat content in the overall
meat mix.
NOTE: THE ABOVE RAW MATERIALS ARE NOT PROPRIETARY TO PIERRE FOODS.
NOTE: Applies to all of the above:
1) Regulatory HACCP Flow-chart - attached.
2) ***
3) BLEND FRESH LEAN/FROZEN TRIM/FAT MEAT.
4) BEEF IS GROUND, MIXED WITH NON-MEAT ADDITIVES AND CHILLED (MIX
TIME** MINS.,** MIN. CORRECTION IF NECESSARY).
5) MIX IS FINAL GROUND THROUGH*** PLATE.
6) MEAT MIX IS FORMED INTO PATTIES (TEMPERATURE*** DEG. F +/-* DEG. F).
THE AVERAGE XXXXX WEIGHTS MUST EQUAL OR EXCEED STATED LABELED
WEIGHT.
7) ADJUSTMENTS ARE MADE TO PRODUCE PATTIES WITH FINISHED COOKED TARGET
WEIGHT OF *** OZ.
8) PATTIES ARE *** AND ***
9) PATTIES ARE ***
MINIMUM CHAR ON BOTTOM.
10) PATTIES RUN THROUGH ***
11) Patties are *** before entering *** The *** are *** (the width of
the xxxxx belt). Each** has ***, which *** in a ***). The *** rate
is *** The *** that are *** in different stages of the xxxxx
manufacturing process are *** to the patties, but help improve the
xxxxx ***
12) Patties are fully cooked in *** with *** respectively. When
applicable, patties may *** before and/or after *** to enhance ***
13) Patties are *** a *** after the ***
14) PATTIES ARE INDIVIDUALLY QUICK FROZEN, AND PACKAGED. WILL MEET
PIERRE FOODS HACCP/USDA REGULATIONS.
NOTE:
THE BOLD STATEMENTS IN (2) THROUGH (10) AND (14) ABOVE ARE GENERAL
PROCESSING OPERATIONS AND ARE NOT PROPRIETARY TO PIERRE FOODS.
SALT: Sodium Chloride ***
***
1)
2)
3) ***
4)
5)
6) Appearance: ***
7) Particle size: ***
8) Kosher certified.
SODIUM PHOSPHATE:
Xxxxx-Xxxxxxx Food Ingredient: Cravis 350.
1) A blend of Sodium Tripolyphosphate, Sodium
Hexametaphosphate, and Sodium Acid Pyrophosphate.
2) Physical Characteristics: A white granular material that is
essentially free of lumps, foreign matter, and odor.
3) Grade: Food: Components meet Food Chemical Codex
Specification.
732064 Omitted portions are indicated by [***]. Confidential information
redacted and filed
separately with the
Commission.
EXHIBIT A
PRODUCT: Angus Beefsteak *** SPECIFICATION #:9561
Page 3 of 3 REVISIONS:01
4) Kosher: Certified by OU.
SPICE ***
1) ***
2) Flavor Characteristic: ***
3) Physical Characteristic:
OR
***
1) Processed from ***
2) Flavor/Odor: ***
3) Physical Characteristic: ***
FORMULATION:
INGREDIENT PERCENT
---------- -------
*Frozen Angus Beef *** ............................ ***
Fresh: Angus Beef *** ............................. ***
Salt .............................................. ***
Sodium Phosphates ................................. ***
Spice ............................................. ***
-------------------------------------------------------------
Total 100.00%
*Angus Beef will be combined based on fat content to target ***
fat content in overall meat mix using the approved formulated
meats.
Salt ***
ACKNOWLEDGE AND AGREE:
Xxxxxx'x Food Systems, Inc. Pierre Foods, Inc.
By /s/ Xxxx Xxxxxx By /s/ Xxxxxx X. Xxxxxx
---------------------------- ----------------------------
Xxxx Xxxxxx Xxxxxx X. Xxxxxx
Executive Vice President Senior Vice President - Sales
DISTRIBUTION:
Q.A. Department: Anaheim, St. Louis, Santa Xxxxxxx, Manteca.
Omitted portions are indicated by [***]. Confidential information
redacted and filed separately
with the Commission.
Effective: 12/12/2003 REGULATORY HACCP: RECEIVING Cincinnati, OH
Replaces:[ILLEGIBLE]
MEAT INGREDIENTS
[FLOWCHART]
RETURNED GOODS
[FLOWCHART]
PACKAGING MATERIALS
[FLOWCHART]
NON-MEAT INGREDIENTS
[FLOWCHART]
CONFIDENTIAL, PROPRIETARY
TRADE SECRET OF PIERRE FOODS
Omitted portions are indicated by [***]. Confidential information redacted and
filed separately with the Commission.
Effective: 12/12/2003 REGULATORY HACCP: Cincinnati, OH
Replaces: 2/13/2002 CHARBROIL PROCESS
***
CONFIDENTIAL, PROPRIETARY
TRADE SECRET OF PIERRE FOODS
Omitted portions are indicated by [***]. Confidential information redacted and
filed separately with the Commission.
According to the Paperwork Reduction Act of 1995, an agency may not conduct or
sponsor, and a person is not required to respond to, a collection of information
unless it displays a valid OMB control number. The valid OMB control number for
this information collection is 0583-0092. The time required to complete this
information collection is estimated to average 15 minutes per response,
including the time for reviewing instructions, searching existing data sources,
gathering and maintaining the date needed, and completing and reviewing the
collection of information. This form has been approved by OMB for web
distribution. PAGE _____ of _____
U.S. DEPARTMENT OF AGRICULTURE
FOOD SAFETY AND INSPECTION SERVICE
APPLICATION FOR
APPROVAL OF LABELS,
MARKING OR DEVICE
FSIS has determined that information provided in items 8, 9, and 10 is exempt
from mandatory disclosure under the Freedom of Information Act 5 U.S.C.
552(b)(4).
APPLICANT: SEE PAGE 2 FOR INSTRUCTIONS.
1. AGENT NAME, ADDRESS, TELEPHONE NO. (IF USING AN AGENT, COMPLETE THIS BLOCK,
OTHERWISE LEAVE BLANK)
Prime Label Consultants, Inc.
000 Xxxxxxx Xxxxxx XX
XX Xxx 00000
Xxxxxxxxxx, XX 00000-0000
(000) 000-0000
Fax (000) 000-0000
2. FOR USDA USE ONLY
3. FOR USDA USE ONLY
4. ESTABLISHMENT NO. / FOREIGN COUNTRY (IF APPLICABLE)
2132
5a. NAME OF PRODUCT Fully Cooked Ground Beef Steaks chopped & formed
9561
5b. HACCP PROCESS CATEGORY Fully cooked--not shelf stable
6a. TYPE OF APPROVAL REQUESTED
/X/ SKETCH / / TEMPORARY
/ / EXTENSION OF TEMPORARY
6b. WAS THE
LABEL / / YES --> Date of approval: _____________
PREVIOUSLY Prior approval number: _____________
APPROVED? /X/ NO Number of labels on hand: _____________
Number of days requested: _____________
7a. AREA OF PRINCIPAL DISPLAY PANEL (SQUARE INCHES):
n/a
7b. TOTAL AVAILABLE LABELING SPACE FOR ENTIRE PACKAGE (SQUARE INCHES):
8. PRODUCT FORMULA / / PCT /X/ WEIGHT
(NO FRACTIONS)
ANGUS BEEF
***
SODIUM PHOSPHATES
SPICE ***
***
CONFIDENTIAL: This document contains trade
secrets proprietary to Pierre Foods, Inc.
Unauthorized reproduction or disclosure is
strictly prohibited and may result in
serious legal consequences. Receipt or
possession of this document does not grant
the right to reproduce the document, to
disclose its contents, or to use such
contents in any way.
TOTAL (PERCENT MUST TOTAL 100%) 100.00
9. PROCESSING PROCEDURES
(APPROVAL OF THE SKETCH DOES NOT CONVEY APPROVAL OF THE PROCESSING PROCEDURES)
1. GRIND ALL BEEF.
2. MIX NON-MEAT INGREDIENTS.
3. ***
4. GRIND OUT.
5. FORM INTO MINIMUM 1/3 POUND (5.34 OZ) XXXXX SHAPE.
6. *** AND XXXX TO MINIMUM INTERNAL TEMPERATURE OF 151 DEG. F FOR 41 SECONDS.
(PER 9 CFR 318.23 TABLE A)
7. FREEZE AND PACKAGE.
EZ Form(lm) v2004.103
10. NAME AND ADDRESS OF FIRM (BELOW AND BETWEEN DOTS)
- -
PIERRE FOODS, INC
XXXXX XXXXX
PRODUCT DEVELOPMENT MANAGER
0000 XXXXXXXXX XX
XXXXXXXXXX, XX 00000
- -
11. SIGNATURE OF APPLICANT OR AGENT DATE
/s/ [ILLEGIBLE] 4-29-2004
12. CONDITIONS APPLYING TO USE OF LABELS OR DEVICE (FOR USDA USE ONLY)
FSIS FORM 7234-1 (10/03/2002) REPLACES FSIS FORM 7234-1 DESIGNED IN
(11/87), WHICH IS OBSOLETE. FORMFLOW SOFTWARE.
Omitted portions are indicated by [***]. Confidential information redacted
and filed separately with the
Commission.
[ILLEGIBLE] 2132 [ILLEGIBLE]
chopped & formed 9561
PRODUCT FORMULATION
ANGUS BEEF
***
SODIUM PHOSPHATES
SPICE ***
***
---------
TOTAL (lbs.) 100.00
CONFIDENTIAL: This document contains trade secrets
proprietary to Pierre Foods, Inc. Unauthorized
reproduction or disclosure is strictly prohibited
and may result in serious legal consequences.
Receipt or possession of this document does not
grant the right to reproduce the document, to
disclose its contents, or to use such contents in
any way.
Omitted portions are indicated by [***]. Confidential information redacted
and filed separately with the
Commission.
Printed at 3:03 p.m. on 29-Apr-04 EZ Form v2004.1
EXHIBIT A
PRODUCT: Angus Beefsteak *** SPECIFICATION #:9598
Page 1 of 3 REVISIONS:01
(C) PIERRE FOODS, INC. 2004:
THIS DOCUMENT CONTAINS CONFIDENTIAL INFORMATION AND
TRADE SECRETS PROPRIETARY TO PIERRE FOODS, INC.
UNAUTHORIZED REPRODUCTION OR DISCLOSURE IS STRICTLY
PROHIBITED AND MAY RESULT IN SERIOUS LEGAL
CONSEQUENCES. RECEIPT OR POSSESSION OF THIS DOCUMENT
DOES NOT GRANT THE RIGHT TO REPRODUCE THIS DOCUMENT,
TO DISCLOSE ITS CONTENTS, OR TO USE SUCH CONTENTS IN
ANY WAY.
PIERRE FOODS, INC.
PRODUCT DEVELOPMENT DEPARTMENT
PRODUCT FORMULA AND SPECIFICATIONS
PRODUCT: Pierre Foods: Angus Beefsteak ***
SPECIFICATION #: 9598
SUPERSEDES: None PAGE 1 of 3 EFFECTIVE DATE: 04/27/04
SUPPLEMENTS
- Regulatory HACCP Flow chart
- Application for Approval of Label
PRODUCT DESCRIPTION: Individually frozen, *** chopped Angus
beefsteak (chopped and formed) without grill marks. It
is to be thawed under refrigeration to a maximum of
*** and heated surface temperature to *** for a minimum
of ***.
RAW MATERIALS:
Ingredients Angus Beef, Salt *** Sodium Phosphates, Spices
ANGUS BEEF: Chemical Lean (CL) must be within +/- 2% fat of purchased and
stated label claim. Must be from Angus Cattle that complies with the
following USDA Schedules: *** and Raw Materials Spec, Beef Angus Trimmings,
boneless Combos/Fresh.
A) Frozen Angus Beef: ***:
1) Target fat content of *** +/- 2%.
2) ***.
3) Must be from USDA ***.
4) At time of receipt, frozen product must be 10 DEG. F or
less.
5) Receiving: Frozen less than 90 days at time of our receipt.
B) *Fresh Angus Beef: ***.
1) Target Fat content +/- 2%.
2) ***.
3) At time of receipt, fresh product must be 40 DEG. F or less.
4) Receiving: Fresh less than *** days from bone date.
Omitted portions are indicated by [***]. Confidential information redacted
and filed separately with the
732062 Commission.
EXHIBIT A
PRODUCT: Angus Beefsteak *** SPECIFICATION #:9598
Page 2 of 3 REVISIONS:01
C) *Fresh Angus Beef: ***.
1) Target Fat Content of +/- 2%.
2) ***.
3) At time or receipt, fresh product must be 40 DEG. F or less.
4) Receiving: Fresh less than *** days from bone date.
*Angus Beef will be combined to target*** fat content in the overall
meat mix.
NOTE: THE ABOVE RAW MATERIALS ARE NOT PROPRIETARY TO PIERRE FOODS.
NOTE: Applies to all of the above:
1) Regulatory HACCP Flow chart - attached.
2) ***
3) BLEND FRESH LEAN/ FROZEN TRIM/ FAT MEAT.
4) BEEF IS GROUND, MIXED WITH NON-MEAT ADDITIVES AND CHILLED (MIX TIME
MINS., + MIN. CORRECTION IF NECESSARY).
5) MIX IS FINAL GROUND THROUGH *** PLATE.
6) MEAT MIX IS FORMED INTO 8.0 OZ PATTIES (TEMPERATURE*** DEG. F +/- *
DEG. F). THE AVERAGE XXXXX WEIGHTS MUST EQUAL OR EXCEED STATED
LABELED WEIGHT.
7) ADJUSTMENTS ARE MADE TO PRODUCE PATTIES WITH FINISHED COOKED TARGET
WEIGHT OF *** OZ.
8) PATTIES ARE *** AND ***
9) PATTIES ARE ***
MINIMUM CHAR ON BOTTOM.
10) PATTIES RUN THROUGH ***
11) Patties are *** before entering *** The *** are *** (the width of
the xxxxx belt). Each ** has ***, which *** in a ***. The *** rate
is *** of *** The *** that are *** in different stages of the xxxxx
manufacturing process are *** to the patties, but help improve the
xxxxx ***
12) Patties are fully cooked in *** with *** respectively. When
applicable, patties may *** before and/or after *** to enhance ***
13) Patties are *** after the ***
14) PATTIES ARE INDIVIDUALLY QUICK FROZEN, AND PACKAGED. WILL MEET
PIERRE FOODS HACCP/USDA REGULATIONS.
NOTE:
THE BOLD STATEMENTS IN (2) THROUGH (10) AND (14) ABOVE ARE GENERAL
PROCESSING OPERATIONS AND ARE NOT PROPRIETARY TO PIERRE FOODS.
SALT: Sodium Chloride ***
***
1)
2)
3) ***
4)
5)
6) Appearance: ***
7) Particle size: ***
8) Kosher certified.
SODIUM PHOSPHATE:
Xxxxx-Xxxxxxx Food Ingredient: Cravis 350.
1) A blend of Sodium Tripolyphosphate, Sodium
Hexametaphosphate, and Sodium Acid Pyrophosphate.
2) Physical Characteristics: A white granular material that is
essentially free of lumps, foreign matter, and odor.
3) Grade: Food: Components meet Food Chemical Codex
Specification.
4) Kosher: Certified by OU.
732062 Omitted portions are indicated by [***]. Confidential information
redacted and filed
separately with the
Commission.
EXHIBIT A
PRODUCT: Angus Beefsteak *** SPECIFICATION #:9598
Page 3 of 3 REVISIONS:01
SPICE ***
***
1) ***
2) Flavor Characteristic: ***
3) Physical Characteristic: ***
OR
***
1) Processed from ***
2) Flavor/Odor: ***
3) Physical Characteristic: ***
FORMULATION:
INGREDIENT PERCENT
---------- -------
*Frozen Angus Beef *** ............................ ***
Fresh: Angus Beef *** ............................. ***
Salt .............................................. ***
Sodium Phosphates ................................. ***
Spice ............................................. ***
---------------------------------------------------------------
Total 100.00%
*Angus Beef will be combined based on fat content to target ***
fat content in overall meat mix using the approved formulated
meats.
Salt ***
ACKNOWLEDGE AND AGREE:
Xxxxxx'x Food Systems, Inc. Pierre Foods, Inc.
By /s/ Xxxx Xxxxxx By /s/ Xxxxxx X. Xxxxxx
---------------------------- ----------------------------
Xxxx Xxxxxx Xxxxxx X. Xxxxxx
Executive Vice President Senior Vice President - Sales
DISTRIBUTION:
Q.A. Department: Anaheim, St. Louis, Santa Xxxxxxx, Manteca.
Omitted portions are indicated by [***]. Confidential information redacted
and filed separately with the
Commission.
Effective: 12/12/2003 REGULATORY HACCP: RECEIVING Cincinnati, OH
Replaces: 2/13/2002
MEAT INGREDIENTS
[FLOWCHART]
RETURNED GOODS
[FLOWCHART]
PACKAGING MATERIALS
[FLOWCHART]
NON-MEAT INGREDIENTS
[FLOWCHART]
CONFIDENTIAL, PROPRIETARY
TRADE SECRET OF PIERRE FOODS
Omitted portions are indicated by [***]. Confidential information redacted and
filed separately with the Commission.
Effective: 12/12/2003 REGULATORY HACCP: Cincinnati, OH
Replaces: 2/13/2002 CHARBROIL PROCESS
***
CONFIDENTIAL, PROPRIETARY
TRADE SECRET OF PIERRE FOODS
Omitted portions are indicated by [***]. Confidential information redacted and
filed separately with the Commission.
According to the Paperwork Reduction Act of 1995, an agency may not conduct or
sponsor, and a person is not required to respond to, a collection of information
unless it displays a valid OMB control number. The valid OMB control number for
this information collection is 0583-0092. The time required to complete this
information collection is estimated to average 15 minutes per response,
including the time for reviewing instructions, searching existing data sources,
gathering and maintaining the data needed, and completing and reviewing the
collection of information. This form has been approved by OMB for web
distribution. PAGE_____ of ____
U.S. DEPARTMENT OF AGRICULTURE
FOOD SAFETY AND INSPECTION SERVICE
APPLICATION FOR
APPROVAL OF LABELS,
MARKING OR DEVICE
FSIS has determined that information provided in items 8, 9, and 10 is exempt
from mandatory disclosure under the Freedom of Information Act 5 U.S.C.
552(b)(4).
APPLICANT: SEE PAGE 2 FOR INSTRUCTIONS.
1. AGENT NAME, ADDRESS, TELEPHONE NO. (IF USING AN AGENT, COMPLETE THIS BLOCK,
OTHERWISE LEAVE BLANK.)
Prime Label Consultants, Inc.
000 Xxxxxxx Xxxxxx XX
XX Xxx 00000
Xxxxxxxxxx, XX 00000-0000
(000) 000-0000
FAX (000) 000-0000
2. FOR USDA USE ONLY
3. FOR USDA USE ONLY
4. ESTABLISHMENT NO./ FOREIGN COUNTRY (IF APPLICABLE)
2132
5a. NAME OF PRODUCT Fully Cooked Ground Beef Steaks chopped & formed
9598
5b. HACCP PROCESS CATEGORY Fully cooked--not shelf stable
6a. TYPE OF APPROVAL REQUESTED
/X/ SKETCH / / TEMPORARY
/ / EXTENSION OF TEMPORARY
6b. WAS THE
LABEL / / YES --> Date of approval: _____________
PREVIOUSLY Prior approval number: _____________
APPROVED? /X/ NO Number of labels on hand: _____________
Number of days requested: _____________
7a. AREA OF PRINCIPAL DISPLAY PANEL (SQUARE INCHES):
n/a
7b. TOTAL AVAILABLE LABELING SPACE FOR ENTIRE PACKAGE (SQUARE INCHES):
8. PRODUCT FORMULA / / PCT /X/ WEIGHT
(NO FRACTIONS)
ANGUS BEEF
***
SODIUM PHOSPHATES ***
SPICE
***
CONFIDENTIAL: This document contains trade
secrets proprietary to Pierre Foods, Inc.
Unauthorized reproduction or disclosure is
strictly prohibited and may result in
serious legal consequences. Receipt or
possession of this document does not grant
the right to reproduce the document, to
disclose its contents, or to use such
contents in any way.
TOTAL (PERCENT MUST TOTAL 100%) 100.00
9. PROCESSING PROCEDURES
(APPROVAL OF THE SKETCH DOES NOT CONVEY APPROVAL OF THE PROCESSING PROCEDURES)
1. GRIND ALL BEEF.
2. MIX NON-MEAT INGREDIENTS.
3. ***
4. GRIND OUT.
5. FORM INTO MINIMUM 1/2 POUND (8.0 OZ) XXXXX SHAPE.
6. *** AND XXXX TO MINIMUM INTERNAL TEMPERATURE OF 151 F FOR 41 SECONDS.
(PER 9 CFR 318.23 TABLE A)
7. FREEZE AND PACKAGE.
EZ Form(tm) v2004.103
10. NAME AND ADDRESS OF FIRM (BELOW AND BETWEEN DOTS)
PIERRE FOODS, INC
***
PRODUCT DEVELOPMENT MANAGER
0000 XXXXXXXXX XX
XXXXXXXXXX, XX 00000
11. SIGNATURE OF APPLICANT OR AGENT DATE
[ILLEGIBLE] 4-29-2004
12. CONDITIONS APPLYING TO USE OF LABELS OR DEVICE (FOR USDA USE ONLY)
FSIS FORM 7234-1 (10/03/2002) REPLACES FSIS FORM 7234-1 DESIGNED IN
(11/87), WHICH IS OBSOLETE. FORMFLOW SOFTWARE.
Omitted portions are indicated by [***]. Confidential information redacted and
filed separately with the Commission.
[ILLEGIBLE] [ILLEGIBLE]
chopped & formed 9598
PRODUCT FORMULATION
ANGUS BEEF
***
SODIUM PHOSPHATES
SPICE ***
***
---------
Total (lbs.) 100.00
CONFIDENTIAL: This document contains trade secrets
proprietary to Pierre Foods, Inc. Unauthorized
reproduction or disclosure is strictly prohibited
and may result in serious legal consequences.
Receipt or possession of this document does not
grant the right to reproduce the document, to
disclose its contents, or to use such contents in
any way.
Omitted portions are indicated by [***]. Confidential information redacted
and filed separately with the
Commission.
EZ Form v2004
Printed at 3:03 p.m. on 29-Apr-04
