AdvancePierre Foods Holdings, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York
AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company named in Schedule II attached hereto (the “Selling Stockholders”), propose to sell an aggregate of [·] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the [·] shares of the Firm Stock, [·] are being sold by the Company and [·] are being sold by the Selling Stockholders. In addition, the Selling Stockholders propose to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) options to purchase up to an aggregate of [·] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.
FORM OF INCOME TAX RECEIVABLE AGREEMENTIncome Tax Receivable Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York
This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [·], 2016, is hereby entered into by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Corporation”), and OCM FIE, LLC, a Delaware limited liability company (the “Existing Stockholders Representative”).
AMENDMENT NUMBER THREE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York
Permitted Acquisition; provided that any future payment that is subject to a contingency shall be considered Aggregate Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings, BorrowerParent or any of its Restricted Subsidiaries.
TERM LOAN CREDIT AGREEMENT among ADVANCEPIERRE FOODS HOLDINGS, INC., PIERRE HOLDCO, INC., ADVANCEPIERRE FOODS, INC., VARIOUS LENDERS and MORGAN STANLEY SENIOR FUNDING, INC., as ADMINISTRATIVE AGENT and SECURITY AGENTTerm Loan Credit Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products
TERM LOAN CREDIT AGREEMENT, dated as of June 2, 2016, among AdvancePierre Foods Holdings, Inc., a Delaware corporation (“Parent”), Pierre Holdco, Inc., a Delaware corporation (“Holdings”), AdvancePierre Foods, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time and Morgan Stanley Senior Funding, Inc. (acting through such Affiliates and/or branches as it deems appropriate, “MSSF”), as Administrative Agent and as Security Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
ADVANCEPIERRE FOODS RELOCATION REPAYMENT AGREEMENTRelocation Repayment Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products
This Relocation Repayment Agreement (the “Agreement”) is between AdvancePierre Foods (hereinafter referred to as “APF”) and Jim Cough (hereinafter referred to as “Employee”).
PIERRE FOODS HOLDING CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made and entered into by and between Pierre Foods Holding Corporation, a Delaware corporation (the “Company”), and (the “Holder”). Where the context permits, references to the Company or any of its Subsidiaries or Affiliates shall include the successors to the foregoing.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Ohio
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of March 24, 2016 (the “Effective Date”), by and between AdvancePierre Foods, Inc. (the “Company” and James L. Clough (the “Executive”).
March 9, 2015 CONFIDENTIAL Mr. Anthony Schroder 4994 Gellart Rd. Guilford, IN 47022 Dear Tony:Employment Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products
This Letter Agreement is provided to formally document the terms and conditions of your current position as President of our Convenience business unit.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Ohio
This EXECUTIVE EMPLOYMENT AGREEMENT is dated as of September 30, 2013 (this “Agreement”), and is by and between AdvancePierre Foods Inc., incorporated under the laws of North Carolina (the “Company”), and John Simons (the “Executive”).
