**Exhibit 10.15**

 

TERMINATION OF SEVERANCE AND EMPLOYMENT AGREEMENT

                   THIS TERMINATION OF SEVERANCE AND EMPLOYMENT AGREEMENT ("Agreement") is madethis 27th day of September, 2000, by and between WLR FOODS, INC., a Virginiacorporation (the "Company") and JAMES L. KEELER ("Mr. Keeler"), whoagree as follows:

RECITALS:

                   A.     The Company and Mr. Keeler entered into a letter agreement datedFebruary 4, 1994 ("Severance Agreement") , that provides, among otherthings, that the Company shall be obligated to pay Mr. Keeler 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 Amended and RestatedEmployment Agreement dated June 23, 1998 with Mr. Keeler ("EmploymentAgreement"). 

                   C.     The Company has entered into an Agreement And Plan Of Merger withPilgrim’s Pride Corporation, a Delaware corporation ("Pilgrim’s), with suchmerger to be consummated on the Effective Date, as defined therein (the "MergerAgreement"). Such merger, if consummated, will constitute a Change In Control of theCompany as set forth in the Severance Agreement.

                   D.      The parties desire to terminate the Severance Agreement andthe Employment Agreement as provided herein.

                   NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of whichis acknowledged, the parties hereto agree as follows:

                   1.     Payment. In consideration for the execution of thisAgreement, the Company agrees to pay Mr. Keeler the sum of Nine Hundred Thousand Dollars($900,000.00), to be paid on the Effective Date by wire transfer to an account designatedin writing by Mr. Keeler.

                   2.      Elimination of Severance Payment. In consideration ofthe payment made to Mr. Keeler by the Company in Section 1 above, the parties agree thatthe Severance Agreement will be terminated in its entirety, and Mr. Keeler shall resignfrom all positions with the Company and its affiliates on the Effective Date.

                   3.      Termination of Employment Agreement. In furtherconsideration for the payment referred to in Section 1, Mr. Keeler agrees to terminate hisEmployment Agreement, provided however, that the Company obtains assurances fromPilgrim’s that the obligation to provide continuing health care coverage as providedfor in Section 6 of the Employment Agreement for Mr. Keeler and his wife for theirrespective lives will be deemed to have survived and be assumed by Pilgrim’s. 

                   4.      Condition Precedent. Notwithstanding anything to thecontrary herein, the terms of this Agreement are expressly contingent upon theconsummation of the sale transaction provided for in the Merger Agreement; in the eventsuch transaction is not consummated for any reason on the Effective Date, or the paymentas contemplated in Section 1 is not made as provided herein, all such terms of theSeverance Agreement and the Employment Agreement shall remain in full force and effect.

                   5.      Successors; Binding Agreement. This Agreement shallinure to the benefit of and be enforceable by Mr. Keeler, his personal legalrepresentatives, executors, administrators, successors, heirs, distributees, devisees, andlegatees.

                   This Agreement shall be binding on the Company and its successors and assigns.

                   6.      Fees and Expenses. The Company shall reimburse Mr.Keeler, on a current basis, for all reasonable legal fees and related expenses incurred byhim (a) in connection with contesting or disputing any terms or conditions of thisAgreement or incurred by Mr. Keeler in attempting to collect payment under this Agreement,or (b) in seeking to obtain or enforce any right or benefit provided by this Agreement, ineach case regardless of whether or not his claim is upheld by a court of competentjurisdiction; provided, however, Mr. Keeler shall be required to repay such amounts to theCompany to the extent that a court issues a final and non-appealable order setting forththe determination taken by Mr. Keeler was frivolous or advanced by him in bad faith.

                   7.      Governing Law and Venue. The validity, interpretation,construction and performance of this Agreement shall be governed by the laws of theCommonwealth of Virginia (exclusive of its conflict of laws provision). Venue for anyproceeding related to the performance or interpretation of this Agreement, or in any wayarising 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.

                   IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed on its behalfas thereunto duly authorized; and 

                   WITNESS the following signature and seal.

                                                                                               WLR FOODS, INC., a Virginia corporation

                                                                                               By: __________________________________

                                                                                               Its: __________________________________

                                                                                               _____________________________________                                                                                                                        JamesL. Keeler