exv10w42



 






EXHIBIT 10.42




FIRST AMENDMENT TO THE

SWIFT FOODS COMPANY

2002 STOCK OPTION PLAN




     THIS FIRST AMENDMENT of the Swift Foods Company 2002 Stock Option Plan (this
“Amendment”) is entered into and made effective as of the 25th day of January, 2005 by
Swift Foods Company.



W I T N E S S E T H :




     WHEREAS, pursuant to an Agreement and Plan of Merger, dated November 3, 2004, by and among on
Swift Foods Company, a Delaware corporation (“Old Swift”), Rawhide Subsidiary 1, Inc., a
Delaware corporation (“Rawhide Sub 1”) and Rawhide Subsidiary 3, Inc., a Delaware
corporation (“Rawhide Sub 3”), Old Swift merged with and into Rawhide Sub 3, with Rawhide
Sub 3 as the surviving entity (the “Merger”);



     WHEREAS, pursuant to the Merger, Rawhide Sub 1 assumed the Swift Foods Company 2002 Stock
Option Plan previously adopted by Old Swift (the “Plan”);



     WHEREAS, immediately following the Merger, Rawhide Sub 1 changed its name to Swift Foods
Company (the “Company”);



     WHEREAS, Section 19 of the Plan provides that the Plan may be amended by the Board of
Directors of the Company (the “Board”), provided, that no amendment shall be made which
shall increase the total number of shares of the Common Stock of the Company which may be issued or
sold pursuant to Options granted under the Plan, or which modifies the individuals or class of
individuals eligible to receive Options, unless such amendment is made by or with the approval of
the stockholders;



     WHEREAS, the Board desires to amend the Plan by increasing the total number of shares of the
Common Stock of the Company which are authorized for issuance and sale pursuant to Options granted
under the Plan from 19,500,000 shares to 21,500,000 shares (the “Increase”);



     WHEREAS, the Board and a majority of the stockholders of the Company have approved the
Increase; and



     WHEREAS, capitalized terms used herein, but not otherwise defined, shall have the meaning
ascribed to them in the Plan;



     NOW, THEREFORE, Section 3 of the Plan is amended, effective as of the date first above
written, to read in its entirety, as follows:



     3. Shares Available.




     (a) Subject to the adjustments provided in Section 10, the maximum aggregate
number of shares of Common Stock, $0.01 par value, of the Company (“Common
Stock”) in respect of which Options may be granted for all purposes



First Amendment to 2002 Swift Foods Company Stock Option Plan




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under the Plan shall be 21,500,000 shares. If, for any reason, any shares as
to which Options have been granted cease to be subject to purchase thereunder,
including the expiration of such Option, the termination of such Option prior to
exercise, or the forfeiture of such Option, such shares shall thereafter be
available for grants under the Plan. Options granted under the Plan may be
fulfilled in accordance with the terms of the Plan with (i) authorized and unissued
shares of the Common Stock, (ii) issued shares of such Common Stock held in the
Company’s treasury, or (iii) issued shares of Common Stock reacquired by the Company
in each situation as the Board of Directors or the Committee may determine from time
to time.



(b) The shares of the Common Stock of the Company to be issued upon the
exercise of Options which have been granted pursuant to the Plan shall, upon payment
of the applicable exercise price, be validly issued, fully paid and nonassessable
shares of the Common Stock of the Company.



     NOW, THEREFORE, be it provided that, except as expressly set forth herein, the Plan shall
remain in full force and effect without further amendment or modification.



[Signature Page Follows]




First Amendment to 2002 Swift Foods Company Stock Option Plan




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     IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized officer of the
Company on the date first above written.



	 	 	 	 	 
	 	 	SWIFT FOODS COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Donald F. Wiseman
	 

	 	 	 	 
	 

	 	Name:
	 	Donald F. Wiseman
	 

	 	Title:
	 	Vice President and General Counsel






Signature Page

First Amendment to 2002 Swift Foods Company Stock Option Plan