ex10_4.htm


    

       
 

      ________________________________
 

      CHANGE IN CONTROL AGREEMENT
 

      BETWEEN
 

      «Name»
 

      AND
 

      PILGRIM’S PRIDE
CORPORATION
 


       
 

       
 

      1. Certain
Definitions 1
 

      2. Employment Period 2
 

      3. Terms of Employment 2
 

      4. Termination of Employment 4
 

      (a) Death or Disability 4
 

      (b) Cause 5
 

      (c) Good Reason 6
 

      (d) Notice of Termination 6
 

      (e) Date of Termination
7
 

      5. Obligations of the Company upon
Termination 7
 

      (a) Termination by Executive for Good
Reason; Termination by the Company Other than for Cause or Disability
7
 

      (b) Death or Disability 8
 

      (c) Cause; Other than for Good Reason
8
 

      (d) Expiration of Employment Period
8
 

      6. Non-Exclusivity of Rights 9
 

      7. Full Settlement; No Mitigation
9
 

      8. Costs of Enforcement 9
 

      9. Certain Additional Payments by the
Company 9
 

      10. Restrictions on Conduct of Executive
11
 

      (a) General 11
 

      (b) Definitions
12
 

      (c) Restrictive Covenants 13
 

      (d) Enforcement of Restrictive Covenants
14
 

      11. Arbitration 14
 

      12. Successors 15
 

      13. Miscellaneous 15
 

      (a) Governing Law 15
 

      (b) Captions 15
 

      (c) Amendments 15
 

      (d) Notices 15
 

      (e) Severability 16
 

      (f) Withholding 16
 

      (g) Waivers 16
 

      (h) Status Before and After Effective Date
16
 


      CHANGE IN CONTROL
AGREEMENT
 

      AGREEMENT by and between Pilgrim’s
Pride Corporation, a Delaware corporation (the "Company") and
«Name» ("Executive"), dated as of
«DateSigned» (the
"Agreement").
 

      The Board of
Directors of the Company (the "Board") has determined that it is in the best
interests of the Company and its shareholders to assure that the Company will
have the continued dedication of Executive, notwithstanding the possibility,
threat or occurrence of a Change in Control (as defined below) of the Company.
The Board believes it is imperative to diminish the inevitable distraction of
Executive by virtue of the personal uncertainties and risks created by a pending
or threatened Change in Control and to encourage Executive’s full attention and
dedication to the Company currently and in the event of any threatened or
pending Change in Control, and to provide Executive with compensation and
benefits arrangements upon a Change in Control which ensure that the
compensation and benefits expectations of Executive will be satisfied and which
are competitive with those of other corporations. Therefore, in order to
accomplish these objectives, the Board has caused the Company to enter into this
Agreement.
 

      NOW, THEREFORE,
IT IS HEREBY AGREED AS FOLLOWS:
 

      	
          
            
 

        
	 Certain
  Definitions .
	

        


      	
          	
              
                
 

            
	"Effective Date" shall mean the first date during the Change in
    Control Period (as defined in Section l(c) hereof) on which a Change in
    Control (as defined in Section 1(b) hereof) occurs. Anything in this
    Agreement to the contrary notwithstanding, if Executive’s employment with
    the Company is terminated within three months prior to the date on which a
    Change in Control occurs, and if it is reasonably demonstrated by Executive
    that such termination of employment (i) was at the request of a third
    party who has taken steps reasonably calculated to effect a Change in
    Control or (ii) otherwise arose in connection with or anticipation of a
    Change in Control and if the Change in Control is consummated, then for all
    purposes of this Agreement, the "Effective Date" shall mean the date
    immediately prior to the date of such termination of employment.
	

              
                
 

            
	"Change in Control" shall mean
    the occurrence of any of the following events: (i) a direct or indirect
    sale, transfer, conveyance or other disposition (other than by way of merger
    or consolidation) of all or substantially all the assets of the Company and
    its subsidiaries taken as a whole to any "Person" or "group" (as such terms
    are used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
    amended) (other than the Pilgrim Family or a direct or an indirect
    subsidiary of the Company) as an entirety or substantially as an entirety in
    one transaction or series of transactions; (ii) the consummation of any
    transaction (including, without limitation, any merger, consolidation or
    recapitalization) to which the Company is a party the result of which is
    that immediately after such transaction the stockholders of the Company
    immediately prior to such transaction hold less than 50.1% of the total
    voting power generally entitled to vote in the election of directors,
    managers or trustees of the Person surviving such transaction; (iii)
    any "Person" or "group"
    (as such terms are used in Section 13(d)(3) of the Securities Exchange Act
    of 1934, as amended), other than the Pilgrim Family, becomes the ultimate
    "beneficial owner," as defined in Rule 13d-3 under the Securities Exchange
    Act of 1934, as amended, of more than 50% of the
    total voting power generally entitled to vote in the election of directors,
    managers or trustees of the Company on a fully-diluted basis; (iv)
    during any period of two consecutive years, individuals who at the beginning
    of such period constituted the members of the Board (together with any new
    directors whose election by such Board or whose nomination for election by
    the stockholders of the Company was approved by a vote of a majority of the
    directors then still in office who were either directors at the beginning of
    such period or whose election or nomination for election was previously so
    approved) cease for any reason to constitute a majority of the members of
    the Board then in office; or (v) the adoption of a plan for the liquidation
    or dissolution of the Company. For purposes hereof, the Pilgrim Family shall
    be deemed to be a "beneficial owner" of the voting power generally entitled
    to vote in the election of directors, managers or trustees of the Company if
    the Pilgrim Family either directly or indirectly legally or beneficially own
    such voting power.
	
                  
              
                
 

            
	"Change in Control Period"
    shall mean the period commencing on the date hereof and ending on the third
    anniversary of the date hereof; provided, however, that
    commencing on the date one year after the date hereof, and on each annual
    anniversary of such date (such date and each annual anniversary thereof
    shall be hereinafter referred to as the "Renewal Date"), unless previously
    terminated, the Change in Control Period shall be automatically extended so
    as to terminate two years from such Renewal Date, unless at least 60 days
    prior to the Renewal Date the Company shall give notice to Executive that
    the Change in Control Period shall not be so extended.
	

              
                
 

            
	"Code" shall mean the Internal
    Revenue Code of 1986, as amended.
	

              
                
 

            
	"Employment Period" means
    «EmploymentPeriod», provided, however, that the Employment
    Period shall terminate upon Executive’s termination of employment for any
    reason.
	

              
                
 

            
	"Person" shall mean and include
    any individual, sole proprietorship, partnership, joint venture, trust,
    unincorporated organization, association, corporation, institution, entity,
    party or government (whether national, federal, state, county, city,
    municipal, or otherwise, including, without limitation, any instrumentality,
    division, agency, body or department thereof).
	

              
                
 

            
	"Pilgrim Family" means Lonnie A.
    "Bo" Pilgrim, his spouse, his issue, his estate, and any trust, partnership
    (including, without limitation, Pilgrim Interests Ltd.) or other entity
    primarily for the benefit of him, his spouse and/or issue, including any
    direct or indirect trustee, managing partner or such other Person serving a
    similar function. 
	

            


        


      	
          
            
 

        
	 Employment
  Period . The Company hereby agrees to continue
  Executive in its employ, and Executive hereby agrees to remain in the employ
  of the Company subject to the terms and conditions of this Agreement, for the
  period commencing on the Effective Date and ending on the last day of the
  Employment Period. 
	

          
            
 

        
	 Terms
  of Employment .
	

          	
              	
                  
                    
 

                
	 Position
      and Duties .
	

                  	
                      
                        
 

                    
	During the Employment Period, (A) Executive’s
        position (including status, offices, titles and reporting requirements),
        authority, duties and responsibilities shall be at least commensurate in
        all material respects with the most significant of those held, exercised
        and assigned at any time during the 120-day period immediately preceding
        the Effective Date and (B) Executive’s services shall be performed at
        the location (or locations) where Executive was employed immediately
        preceding the Effective Date or any office or location less than 35
        miles from such location (or locations).
	

                      
                        
 

                    
	During the Employment Period, and excluding any
        periods of vacation and sick leave to which Executive is entitled,
        Executive agrees to devote reasonable attention and time during normal
        business hours to the business and affairs of the Company and, to the
        extent necessary to discharge the responsibilities assigned to Executive
        hereunder, to use Executive’s reasonable best efforts to perform
        faithfully and efficiently such responsibilities. During the Employment
        Period it shall not be a violation of this Agreement for Executive to
        (A) serve on corporate, civic or charitable boards or committees, (B)
        deliver lectures, fulfill speaking engagements or teach at educational
        institutions and (C) manage personal investments, so long as such
        activities do not significantly interfere with the performance of
        Executive’s responsibilities as an employee of the Company in accordance
        with this Agreement. It is expressly understood and agreed that to the
        extent that any such activities have been conducted by Executive prior
        to the Effective Date, the continued conduct of such activities (or the
        conduct of activities similar in nature and scope thereto) subsequent to
        the Effective Date shall not thereafter be deemed to interfere with the
        performance of Executive’s responsibilities to the Company.
	

                    


                  
                    
 

                
	 Compensation .
	

                  	
                      
                        
 

                    
	Base Salary. During the Employment
        Period, Executive shall receive an annual base salary ("Annual Base
        Salary") at a rate at least equal to the rate of base salary in effect
        on the date of this Agreement or, if greater, on the Effective Date,
        paid or payable (including any base salary which has been earned but
        deferred) to Executive by the Company and its affiliated companies.
        During the Employment Period, the Annual Base Salary shall be reviewed
        no more than twelve months after the last salary increase awarded to
        Executive prior to the Effective Date and thereafter at least annually
        (the date of such review being referred to herein as the "Annual Review
        Date"). Within 30 days after each Annual Review Date, Executive's Annual
        Base Salary immediately prior to such Annual Review Date shall be
        increased, effective as of such Annual Review Date, by an amount not
        less than a percentage increase equal to at least 75% of the annual
        percentage increase, if any,
        in the cost of living for the preceding year based upon the U.S.
        Consumer Price Index-All Items-U.S. Cities Average, All Urban Consumers
        (2008=100) published by the Bureau of Labor Statistics of the U.S.
        Department of Labor (the "CPI"). In the event the CPI ceases to be
        published, the most comparable substitute will be used thereafter as
        selected by the mutual agreement of the parties. Any increase in Annual Base Salary shall not
        serve to limit or reduce any other obligation to Executive under this
        Agreement. Annual Base Salary shall not be reduced after any such
        increase and the term Annual Base Salary as used in this Agreement shall
        refer to Annual Base Salary as so increased. As used in this Agreement,
        the term "affiliated companies" shall include any company controlled by,
        controlling or under common control with the Company. 
	

                      
                        
 

                    
	Annual Bonus. In addition to Annual
        Base Salary, Executive shall be provided, for each fiscal year ending
        during the Employment Period, an annual bonus opportunity at least equal
        to Executive’s highest bonus opportunity under the Pilgrim's Pride
        Corporation Performance Bonus Plan, or any comparable bonus opportunity
        under any predecessor or successor plans, for the last full fiscal year
        prior to the Effective Date (annualized in the event that Executive was
        not employed by the Company for the whole of such fiscal year). Each
        annual bonus payable under this Section 3(b)(ii) shall be paid no later
        than two and one-half months into the fiscal year next following the
        fiscal year for which the annual bonus is awarded, unless Executive
        shall elect to defer the receipt of such Annual Bonus pursuant to an
        arrangement that satisfies the requirements of Section 409A of the
        Code.
	

                      
                        
 

                    
	Incentive, Savings and Retirement Plans. During the Employment Period, Executive shall be entitled to
        participate in all incentive, savings and retirement plans, practices,
        policies and programs applicable generally to other peer executives of
        the Company and its affiliated companies, but in no event shall such
        plans, practices, policies and programs provide Executive with incentive
        opportunities (measured with respect to both regular and special
        incentive opportunities, to the extent, if any, that such distinction is
        applicable), savings opportunities and retirement benefit opportunities,
        in each case, less favorable, in the aggregate, than the most favorable
        of those provided by the Company and its affiliated companies for
        Executive under such plans, practices, policies and programs as in
        effect at any time during the 120-day period immediately preceding the
        Effective Date or if more favorable to Executive, those provided
        generally at any time after the Effective Date to other peer executives
        of the Company and its affiliated companies.
	

                      
                        
 

                    
	Acceleration of Vesting of Equity Awards. Notwithstanding anything to the contrary in any applicable
        award agreement, upon the Effective Date, (A) all of Executive’s
        outstanding stock options and other equity awards in the nature of
        rights that may be exercised shall become fully vested and exercisable,
        (B) all time-based vesting restrictions on Executive’s outstanding
        equity awards shall lapse, and (C) the target payout opportunities
        attainable under all of Executive’s outstanding performance-based equity
        awards shall be deemed to have been fully earned as of the Effective
        Date based upon an assumed achievement of all relevant performance goals
        at the "target" level and there shall be a prorata payout to Executive
        or his or her estate within 30 days following the Effective Date based
        upon the length of time within the performance period that has elapsed
        prior to the Effective Date. To the extent necessary, this Agreement is
        hereby deemed an amendment of any such outstanding equity
        award.
	

                      
                        
 

                    
	Welfare Benefit Plans. During the
        Employment Period, Executive and/or Executive’s eligible dependents, as
        the case may be, shall be eligible for participation in and shall
        receive all benefits under welfare benefit plans, practices, policies
        and programs provided by the Company and its affiliated companies
        (including, without limitation, medical, prescription, dental,
        disability, employee life, group life, accidental death and travel
        accident insurance plans and programs) to the extent applicable
        generally to other peer executives of the Company and its affiliated
        companies, but in no event shall such plans, practices, policies and
        programs provide Executive with benefits which are less favorable, in
        the aggregate, than the most favorable of such plans, practices,
        policies and programs in effect for Executive at any time during the
        120-day period immediately preceding the Effective Date or, if more
        favorable to Executive, those provided generally at any time after the
        Effective Date to other peer executives of the Company and its
        affiliated companies.
	

                      
                        
 

                    
	Expenses. During the Employment
        Period, Executive shall be entitled to receive prompt reimbursement for
        all reasonable expenses incurred by Executive in accordance with the
        most favorable policies, practices and procedures of the Company and its
        affiliated companies in effect for Executive at any time during the
        120-day period immediately preceding the Effective Date or, if more
        favorable to Executive, as in effect generally at any time thereafter
        with respect to other peer executives of the Company and its affiliated
        companies.
	

                      
                        
 

                    
	Fringe Benefits. During the
        Employment Period, Executive shall be entitled to fringe benefits,
        including, without limitation, tax and financial planning services,
        payment of club dues, and, if applicable, use of an automobile and
        payment of related expenses, in accordance with the most favorable
        plans, practices, programs and policies of the Company and its
        affiliated companies in effect for Executive at any time during the
        120-day period immediately preceding the Effective Date or, if more
        favorable to Executive, as in effect generally at any time thereafter
        with respect to other peer executives of the Company and its affiliated
        companies.
	

                      
                        
 

                    
	Vacation. During the Employment
        Period, Executive shall be entitled to paid vacation in accordance with
        the most favorable plans, policies, programs and practices of the
        Company and its affiliated companies as in effect for Executive at any
        time during the 120-day period immediately preceding the Effective Date
        or, if more favorable to Executive, as in effect generally at any time
        thereafter with respect to other peer executives of the Company and its
        affiliated companies.
	

                    


                


            


          
            
 

        
	 Termination
  of Employment .
	

          	
              	
                  
                    
 

                
	 Death
      or Disability . Executive’s employment shall terminate
      automatically upon Executive’s death during the Employment Period. If the
      Company determines in good faith that the Disability of Executive has
      occurred during the Employment Period (pursuant to the definition of
      Disability set forth below), it may give to Executive written notice of
      its intention to terminate Executive’s employment. In such event,
      Executive’s employment with the Company shall terminate effective on the
      30th day after receipt of such written notice by Executive (the
      "Disability Effective Date"), provided that, within the 30 days after such
      receipt, Executive shall not have returned to full-time performance of
      Executive’s duties. For purposes of this Agreement, "Disability" shall
      mean the inability of Executive, as determined by the Board, to perform
      the responsibilities and functions of the position held by Executive, with
      or without reasonable accommodation, by reason of any medically determined
      physical or mental impairment which has lasted (or can reasonably be
      expected to last) for a period of not less than one hundred eighty (180)
      consecutive days. At the request of Executive or his or her personal
      representative, the Board’s determination that the Disability of Executive
      has occurred shall be certified by two physicians mutually agreed upon by
      Executive, or his or her personal representative, and the Company. Failing
      such independent certification (if so requested by Executive), Executive’s
      termination shall be deemed a termination by the Company without Cause and
      not a termination by reason of his or her
      Disability.
	

                  
                    
 

                
	 Cause .
      The Company may terminate Executive’s employment during the Employment
      Period for Cause. For purposes of this Agreement, a termination shall be
      considered to be for "Cause" if Executive is terminated upon the
      occurrence after the Effective Date, as determined by the Board, of any
      one of the following specific material acts or failure to act by
      Executive: 
	

                  	
                      
                        
 

                    
	Executive’s conviction in a court of law of, or
        entry of a guilty plea or plea of no contest, to a felony charge
        (regardless of whether subject to appeal);
	

                      
                        
 

                    
	the willful and continued failure of Executive to
        perform substantially Executive’s duties (as contemplated by Section
        3(a) hereof) with the Company or any of its affiliated companies (other
        than any such failure resulting from incapacity due to physical or
        mental illness or following Executive’s delivery of a Notice of
        Termination for Good Reason);
	

                      
                        
 

                    
	any willful act that constitutes, on the part of
        Executive, fraud, dishonesty in any material respect, breach of
        fiduciary duty, misappropriation, embezzlement or gross misfeasance of
        duty; 
	

                      
                        
 

                    
	willful disregard or continued breach in any
        material respect of published Company (or of any of its affiliated
        companies) policies and procedures, codes of ethics or business conduct
        or any material duty or obligation under Section 10(c) hereof;
        
	

                    

      
                  provided, however, that in the case of (ii) and (iv) above, such
      conduct or omission shall not constitute "Cause" unless the Board, the
      Chief Executive Officer or the Company shall have delivered to Executive
      notice identifying with specificity (A) the conduct or omission the Board,
      Chief Executive Officer or the Company believes constitutes "Cause,"
      (B) reasonable action that would remedy such objection, and (C) a
      reasonable time (not less than 30 days) within which Executive may
      take such remedial action, and Executive shall not have taken such
      specified remedial action within the specified time. 
 

                  For purposes of this Section
      4(b), no act, or failure to act, on the part of Executive shall be
      considered "willful" unless it is done, or omitted to be done, by
      Executive in bad faith or without reasonable belief that Executive’s
      action or omission was in the best interests of the Company. Any act, or
      failure to act, based upon authority given pursuant to a resolution duly
      adopted by the Board or upon the instructions of the Chief Executive
      Officer or a senior officer of the Company or based upon the advice of
      counsel for the Company shall be conclusively presumed to be done, or
      omitted to be done, by Executive in good faith and in the best interests
      of the Company. The cessation of employment of Executive shall not be
      deemed to be for Cause unless and until there shall have been delivered to
      Executive a copy of a resolution duly adopted by the affirmative vote of
      not less than three-quarters of the entire membership of the Board
      (excluding Executive, if Executive is a member of the Board) at a meeting
      of the Board called and held for such purpose (after reasonable notice is
      provided to Executive and Executive is given an opportunity, together with
      counsel for Executive, to be heard before the Board), finding that, in the
      good faith opinion of the Board, Executive is guilty of any of the conduct
      described in Section 4(b)(i) through (iv), and specifying the particulars
      thereof in detail (references in this Section 4(b) to the Board shall
      refer to any successor board of directors if the Board is no longer
      constituted).
 

                  
                    
 

                
	 Good
      Reason . Executive’s employment may be terminated by Executive
      for Good Reason. For purposes of this Agreement, "Good Reason" shall
      mean:
	

                  	
                      
                        
 

                    
	the assignment to Executive of any duties
        inconsistent in any material respect with Executive’s position
        (including status, offices, titles and reporting requirements),
        authority, duties or responsibilities as contemplated by Section 3(a) of
        this Agreement or any other action by the Company which results in a
        material diminution in such position, authority, duties or
        responsibilities, excluding for this purpose an isolated, insubstantial
        and inadvertent action not taken in bad faith and which is remedied by
        the Company promptly after receipt of notice;
	

                      
                        
 

                    
	any failure in any material respect by the Company
        to comply with any of the provisions of Section 3(b) hereof, other than
        an isolated, insubstantial and inadvertent failure not occurring in bad
        faith and which is remedied by the Company promptly after receipt of
        notice thereof given by Executive;
	

                      
                        
 

                    
	the Company’s requiring Executive to be based at any
        office or location other than as provided in Section 3(a)(i)(B) hereof,
        (ii) to be based at a location other than the principal executive
        offices of the Company if Executive was employed at such location
        immediately preceding the Effective Date, or (iii) to travel on Company
        business to a substantially greater extent than required immediately
        prior to the Effective Date;
	

                      
                        
 

                    
	any purported termination by the Company of
        Executive’s employment otherwise than as expressly permitted by this
        Agreement;
	

                      
                        
 

                    
	any failure by the Company to comply with and
        satisfy Section 12(c) hereof; or
	

                      
                        
 

                    
	any other material breach by the Company of any
        provision of this Agreement.
	

                    


                  A termination by Executive shall
      not constitute termination for Good Reason unless Executive shall first
      have delivered to the Company written notice identifying with specificity
      the occurrence claimed to give rise to a right to terminate for Good
      Reason, and there shall have passed a reasonable time (not less than 30
      days) within which the Company may take action to correct, rescind or
      otherwise substantially reverse the event supporting the basis for a
      termination for Good Reason as identified by Executive. Executive’s mental
      or physical incapacity following the occurrence of an event described in
      Sections 4(c)(i) through (vi) hereof shall not affect Executive’s ability
      to terminate employment for Good Reason.
 

                  
                    
 

                
	 Notice
      of Termination . Any termination by the Company or Executive
      shall be communicated by Notice of Termination to the other party hereto
      given in accordance with Section 13(d) hereof. For purposes of this
      Agreement, a "Notice of Termination" means a written notice which
      (i) indicates the specific termination provision in this Agreement
      relied upon, (ii) to the extent applicable, sets forth in reasonable
      detail the facts and circumstances claimed to provide a basis for
      termination of Executive’s employment under the provision so indicated,
      and (iii) if the Date of Termination (as defined below) is other than the
      date of receipt of such notice, specifies the termination date. The
      failure by Executive or the Company to set forth in the Notice of
      Termination any fact or circumstance which contributes to a showing of
      Good Reason or Cause shall not waive any right of Executive or the
      Company, respectively, hereunder or preclude Executive or the Company,
      respectively, from asserting such fact or circumstance in enforcing
      Executive’s or the Company’s rights hereunder.
	

                  
                    
 

                
	 Date
      of Termination . "Date of Termination" means (i) if Executive’s
      employment is terminated by the Company for Cause, or by Executive for
      Good Reason, the date of receipt of the Notice of Termination or any later
      date specified therein within 60 days after receipt of the Notice of
      Termination, as the case may be, (ii) if Executive’s employment is
      terminated by the Company other than for Cause or Disability, the Date of
      Termination shall be the date on which the Company notifies Executive of
      such termination, and (iii) if Executive’s employment is terminated by
      reason of death or Disability, the Date of Termination shall be the date
      of death of Executive or the Disability Effective Date, as the case may
      be. The Company and Executive shall take all steps necessary (including
      with regard to any post-termination services by Executive) to ensure that
      any termination described in this Section 4 constitutes a "separation from
      service" within the meaning of Section 409A of the Code, and
      notwithstanding anything contained herein to the contrary, the date on
      which such separation from service takes place shall be the "Date of
      Termination."
	

                


            


          
            
 

        
	 Obligations
  of the Company upon Termination .
	

          	
              	
                  
                    
 

                
	 Termination
      by Executive for Good Reason; Termination by the Company Other than for
      Cause or Disability . If, during the Employment Period, the
      Company terminates Executive’s employment other than for Cause or
      Disability, or Executive terminates his or her employment for Good Reason
      during the 270-day period following the occurrence of an event giving rise
      to Good Reason:
	

                  	
                      
                        
 

                    
	the Company shall pay to Executive in a lump sum in
        cash within 30 days after the Date of Termination the aggregate of
        the following amounts:
	

                      	
                          
                            
 

                        
	the sum of (1) Executive’s Annual Base Salary
          through the Date of Termination to the extent not theretofore paid,
          (2) Executive’s annual bonus for the fiscal year immediately preceding
          the fiscal year in which the Date of Termination occurs, if such bonus
          has not been paid as of the Date of Termination, (3) any accrued
          vacation pay to the extent not theretofore paid (the sum of the
          amounts described in clauses (1), (2) and (3) shall be hereinafter
          referred to as the "Accrued Obligations") and (4) the product of (x)
          Executive’s target annual incentive bonus for the fiscal year in which
          the Date of Termination occurs or if none, the target annual incentive
          bonus for the year in which the Change in Control occurred ("Target
          Annual Bonus") and (y) a fraction, the numerator of which is the
          number of days in the current fiscal year through the Date of
          Termination, and the denominator of which is 365 (the "Pro Rata
          Bonus"); provided, however, that, notwithstanding the
          foregoing, if Executive has made an irrevocable election under any
          deferred compensation arrangement subject to Section 409A of the Code
          to defer any portion of the annual bonus described in clause (2)
          above, then for all purposes of this Section 5, such deferral
          election, and the terms of the applicable arrangement shall apply to
          the same portion of the amount described in such clause (2), and such
          portion shall not be considered as part of the "Accrued Obligations"
          but shall instead be an "Other Accrued Benefit" (as defined below);
          and
	

                          
                            
 

                        
	an amount equal to «CIC Factor», times the
          sum of Executive’s Annual Base Salary and Target Annual Bonus;
          and
	

                        


                      
                        
 

                    
	Provided Executive timely elects coverage, the
        Company shall pay for the premiums to maintain group coverage for
        Executive and his or her dependents under the continuation coverage
        provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985
        ("COBRA") for eighteen (18) months after the Date of Termination,
        or until Executive becomes eligible for group insurance benefits from
        another employer (including self-employment), whichever occurs first.
        Executive understands that Executive has an obligation to inform the
        Company if Executive receives group coverage from another employer and
        that Executive may not increase the number of designated dependants if
        any, during this period of Company-paid coverage unless Executive does
        so at Executive’s own expense. The period of such Company-paid COBRA
        coverage shall be considered part of Executive’s COBRA coverage
        entitlement period, and may, for tax purposes, be considered income to
        Executive; and
	

                      
                        
 

                    
	to the extent not theretofore paid or provided, the
        Company shall timely pay or provide to Executive any Other Accrued
        Benefits (as defined in Section 6 hereof). 
	

                    


                  Notwithstanding the foregoing
      provisions of this Section 5(a), in the event that as of the Date of
      Termination Executive is a "specified employee" within the meaning of
      Section 409A of the Code (as determined in accordance with the methodology
      established by the Company as in effect on the Date of Termination) (a
      "Specified Employee"), amounts or benefits that are deferred compensation
      subject to Section 409A, as determined in the sole discretion of the
      Company, that would otherwise be payable or provided under Sections
      5(a)(i) during the six-month period immediately following the Date of
      Termination (other than the Accrued Obligations and Other Accrued
      Benefits) shall instead be paid or provided, with interest on any delayed
      payment at the prime lending rate prevailing at such time, as published in
      the Wall Street Journal, on the first business day after the date that is
      six months following Executive’s "separation from service" within the
      meaning of Section 409A of the Code.
 

                  
                    
 

                
	 Death
      or Disability . If Executive’s employment is terminated by
      reason of Executive’s death or Disability during the Employment Period,
      this Agreement shall terminate without further obligations to Executive or
      Executive’s legal representatives under this Agreement, other than for
      payment of Accrued Obligations and the timely payment or provision of
      Other Accrued Benefits. Accrued Obligations shall be paid to Executive or
      Executive’s estate or beneficiaries, as applicable, in a lump sum in cash
      within 30 days of the Date of Termination. With respect to the provision
      of Other Accrued Benefits, the term Other Accrued Benefits as used in this
      Section 5(b) shall include, without limitation, and Executive or
      Executive’s estate and/or beneficiaries shall be entitled to receive,
      benefits under such plans, programs, practices and policies relating to
      death or disability benefits, if any, as are applicable to Executive on
      the Date of Termination.
	

                  
                    
 

                
	 Cause;
      Other than for Good Reason . If Executive’s employment shall be
      terminated for Cause during the Employment Period, this Agreement shall
      terminate without further obligations to Executive other than the
      obligation to pay to Executive the Accrued Obligations and any Other
      Accrued Benefits, in each case to the extent theretofore unpaid. If
      Executive voluntarily terminates employment during the Employment Period,
      excluding a resignation for Good Reason, this Agreement shall terminate
      without further obligations to Executive, other than the obligation to pay
      to Executive the Accrued Obligations and any Other Accrued Benefits, in
      each case to the extent theretofore unpaid.
	

                  
                    
 

                
	 Expiration
      of Employment Period . If Executive’s employment shall be
      terminated due to the normal expiration of the Employment Period, this
      Agreement shall terminate without further obligations to Executive, other
      than for payment of Accrued Obligations and the timely payment or
      provision of Other Accrued Benefits.
	

                


            


          
            
 

        
	 Non-Exclusivity
  of Rights . Nothing in this Agreement shall prevent or limit
  Executive’s continuing or future participation in any employee benefit plan,
  program, policy or practice provided by the Company or its affiliated
  companies and for which Executive may qualify, except as specifically provided
  herein. Amounts that are vested benefits or which Executive is otherwise
  entitled to receive under any plan, policy, practice or program of the Company
  or any of its affiliated companies at or subsequent to the Date of Termination
  ("Other Accrued Benefits") shall be payable in accordance with such plan,
  policy, practice or program except as explicitly modified by this Agreement.
  Anything to the contrary in the foregoing or in this Agreement, if Executive
  receives payments and benefits pursuant to Section 5(a)(i) hereof, Executive
  shall not be entitled to any severance pay or benefits under any severance
  plan, program or policy of the Company and its affiliated companies, unless
  otherwise specifically provided therein in a specific reference to this
  Agreement.
	

          
            
 

        
	 Full
  Settlement; No Mitigation . The Company’s obligation to make the
  payments provided for in this Agreement and otherwise to perform its
  obligations hereunder shall not be affected by any set-off, counterclaim,
  recoupment, defense or other claim, right or action which the Company may have
  against Executive or others. In no event shall Executive be obligated to seek
  other employment or take any other action by way of mitigation of the amounts
  payable to Executive under any of the provisions of this Agreement and such
  amounts shall not be reduced whether or not Executive obtains other
  employment.
	

          
            
 

        
	 Costs
  of Enforcement . The Company shall reimburse Executive, on a current
  basis, for all reasonable legal fees and related expenses incurred by
  Executive in connection with this Agreement, including, without limitation,
  all such fees and expenses, if any, incurred (i) by Executive in contesting or
  disputing any termination of Executive’s employment, or (ii) Executive’s
  seeking to obtain or enforce any right or benefit provided by this Agreement,
  in each case, regardless of whether or not Executive’s claim is upheld by an
  arbitral panel or a court of competent jurisdiction; provided,
  however, Executive shall be required to repay to the Company any such
  amounts to the extent that an arbitral panel or a court issues a final and
  non-appealable order, judgment, decree or award setting forth the
  determination that the position taken by Executive was frivolous or advanced
  by Executive in bad faith. In addition, Executive shall be entitled to be paid
  all reasonable legal fees and expenses, if any, incurred in connection with
  any tax audit or proceeding to the extent attributable to the application of
  Section 4999 of the Code to any payment or benefit hereunder. All such
  payments shall be made within five business days after delivery of Executive’s
  respective written requests for payment accompanied with such evidence of fees
  and expenses incurred as the Company reasonably may
  require.
	

          
            
 

        
	 Certain
  Additional Payments by the Company .
	

        


      	
          	
              
                
 

            
	Anything in this Agreement to the contrary
    notwithstanding and except as set forth below, in the event it shall be
    determined that any payment or distribution by the Company to or for the
    benefit of Executive (whether paid or payable or distributed or
    distributable pursuant to the terms of this Agreement or otherwise, but
    determined without regard to any additional payments required under this
    Section 9) (a "Payment") would be subject to the excise tax imposed by
    Section 4999 of the Code or any interest or penalties are incurred by
    Executive with respect to such excise tax (such excise tax, together with
    any such interest and penalties, are hereinafter collectively referred to as
    the "Excise Tax"), then Executive shall be entitled to receive an additional
    payment (a "Gross-Up Payment") in an amount such that after payment by
    Executive of all taxes (including any interest or penalties imposed with
    respect to such taxes), including, without limitation, any income taxes (and
    any interest and penalties imposed with respect thereto) and Excise Tax
    imposed upon the Gross-Up Payment, Executive retains an amount of the
    Gross-Up Payment equal to the Excise Tax imposed upon the
    Payments.
	

              Notwithstanding the foregoing
    provisions of this Section 9(a), with respect to each Executive (other than
    the Chairman, the CEO, the COO and the CFO), if the Parachute Value (as
    defined below) of all Payments does not exceed 110% of such Executive’s Safe
    Harbor Amount (as defined below), then the Company shall, at its option, not
    pay Executive a Gross-Up Payment, and the Payments due under this Agreement
    shall be reduced so that the Parachute Value of all Payments, in the
    aggregate, equals the Safe Harbor Amount; provided, that if even after all
    Payments due under this Agreement are reduced to zero, the Parachute Value
    of all Payments would still exceed the Safe Harbor Amount, then no reduction
    of any Payments shall be made and the Gross-Up Payment shall be made. The
    reduction of the Payments due hereunder, if applicable, shall be made by
    first reducing the Payments under Section 5(a)(i)(B), unless an alternative
    method of reduction is elected by Executive, and in any event shall be made
    in such a manner as to maximize the economic present value of all Payments
    actually made to Executive, determined by the Accounting Firm (as defined in
    Section 9(b) below) as of the date of the Change in Control for purposes of
    Section 280G of the Code using the discount rate required by
    Section 280G(d)(4) of the Code. For purposes of this Section 9, the
    "Parachute Value" of a Payment means the present value as of the date of the
    Change in Control for purposes of Section 280G of the Code of the portion of
    such Payment that constitutes a "parachute payment" under Section 280G(b)(2)
    of the Code, as determined by the Accounting Firm for purposes of
    determining whether and to what extent the Excise Tax will apply to such
    Payment. For purposes of this Section 9, Executive’s "Safe Harbor Amount"
    means one dollar less than three times Executive’s "base amount" within the
    meaning of Section 280G(b)(3) of the Code.
 

              
                
 

            
	Subject to the provisions of Section 9(c) hereof, all
    determinations required to be made under this Section 9, including whether
    and when a Gross-Up Payment is required and the amount of such Gross-Up
    Payment and the assumptions to be used in arriving at such determination,
    shall be made in accordance with the principles of Section 280G of the Code
    by PricewaterhouseCoopers LLP or such other certified public accounting firm
    as may be designated by Executive (the "Accounting Firm") which shall
    provide detailed supporting calculations both to the Company and Executive
    within 15 business days of the receipt of notice from Executive that there
    has been a Payment, or such earlier time as is requested by the Company. In
    the event that the Accounting Firm is serving as accountant or auditor for
    the individual, entity or group effecting the Change in Control, Executive
    shall appoint another nationally recognized accounting firm to make the
    determinations required hereunder (which accounting firm shall then be
    referred to as the Accounting Firm hereunder). All fees and expenses of the
    Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
    as determined pursuant to this Section 9, shall be paid by the Company to
    Executive within five days of the receipt of the Accounting Firm’s
    determination. Any determination by the Accounting Firm shall be binding
    upon the Company and Executive. As a result of the uncertainty in the
    application of Section 4999 of the Code at the time of the initial
    determination by the Accounting Firm hereunder, it is possible that Gross-Up
    Payments which will not have been made by the Company should have been made
    ("Underpayment"), consistent with the calculations required to be made
    hereunder. In the event that the Company exhausts its remedies pursuant to
    Section 9(c) and Executive thereafter is required to make a payment of any
    Excise Tax, the Accounting Firm shall determine the amount of the
    Underpayment that has occurred and any such Underpayment shall be promptly
    paid by the Company to or for the benefit of Executive.
	

              
                
 

            
	Executive shall notify the Company in writing of any
    claim by the Internal Revenue Service that, if successful, would require the
    payment by the Company of the Gross-Up Payment. Such notification shall be
    given as soon as practicable but no later than thirty days after Executive
    is informed in writing of such claim and shall apprise the Company of the
    nature of such claim and the date on which such claim is requested to be
    paid. Executive shall not pay such claim prior to the expiration of the
    30-day period following the date on which it gives such notice to the
    Company (or such shorter period ending on the date that any payment of taxes
    with respect to such claim is due). If the Company notifies Executive in
    writing prior to the expiration of such period that it desires to contest
    such claim, Executive shall:
	

            


        


      	
          	
              	
                  	
                      
                        
 

                    
	give the Company any information reasonably
        requested by the Company relating to such claim,
	

                      
                        
 

                    
	take such action in connection with contesting such
        claim as the Company shall reasonably request in writing from time to
        time, including, without limitation, accepting legal representation with
        respect to such claim by an attorney reasonably selected by the
        Company,
	

                      
                        
 

                    
	cooperate with the Company in good faith in order
        effectively to contest such claim, and
	

                      
                        
 

                    
	permit the Company to participate in any proceedings
        relating to such claim;
	

                    


                


            


        


      provided,
however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation of the foregoing provisions to
this Section 9(c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs
Executive to pay such claim and sue for a refund, the Company shall advance the
amount of such payment to Executive, on an interest-free basis and shall
indemnify and hold Executive harmless, on an after-tax basis, from any Excise
Tax or income tax (including interest or penalties with respect thereto) imposed
with respect to such advance or with respect to any imputed income with respect
to such advance, and further provided that any extension of the statute of
limitations relating to payment of taxes for the taxable year of Executive with
respect to which such contested amount is claimed to be due is limited solely to
such contested amount. Furthermore, the Company’s control of the contest shall
be limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and Executive shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue Service or any other taxing
authority.
 

      	
          	
              
                
 

            
	If, after the receipt by Executive of an amount advanced
    by the Company pursuant to Section 9(c) hereof, Executive becomes entitled
    to receive any refund with respect to such claim, Executive shall (subject
    to the Company’s complying with the requirements of Section 9(c) hereof)
    promptly pay to the Company the amount of such refund (together with any
    interest paid or credited thereon after taxes applicable thereto). If, after
    the receipt by Executive of an amount advanced by the Company pursuant to
    Section 9(c) hereof, a determination is made that Executive shall not be
    entitled to any refund with respect to such claim and the Company does not
    notify Executive in writing of its intent to contest such denial of refund
    prior to the expiration of 30 days after such determination, then such
    advance shall be forgiven and shall not be required to be repaid and the
    amount of such advance shall offset, to the extent thereof, the amount of
    Gross-Up Payment required to be paid.
	

            


        


      	
          
            
 

        
	 Restrictions
  on Conduct of Executive .
	

          	
              	
                  
                    
 

                
	 General .
      Executive and the Company understand and agree that the purpose of the
      provisions of this Section 10 is to protect legitimate business interests
      of the Company, as more fully described below, and is not intended to
      impair or infringe upon Executive’s right to work, earn a living, or
      acquire and possess property from the fruits of his or her labor.
      Executive hereby acknowledges that Executive has received good and
      valuable consideration for the employment and post-employment restrictions
      set forth in this Section 10 in the form of the compensation and
      benefits provided for herein. Executive hereby further acknowledges that
      the post-employment restrictions set forth in this Section 10 are
      reasonable and that they do not, and will not, unduly impair his or her
      ability to earn a living after the termination of this
      Agreement.
	

                  Therefore, Executive shall be
      subject to the restrictions set forth in this Section 10.
 

                  
                    
 

                
	 Definitions .
      The following capitalized terms used in this Section 10 shall have the
      meanings assigned to them below, which definitions shall apply to both the
      singular and the plural forms of such terms:
	

                  "Competitive Position" means any
      employment or consulting arrangement with a Competitor in which Executive
      will use or is likely to use any Confidential Information or Trade
      Secrets, or in which Executive has duties for such Competitor that are the
      same or similar to those services actually performed by Executive for the
      Company;
 

                  "Competitor" means the business
      units of the following entities engaged in poultry production (including
      without limitation broiler production, processing, sales and marketing):
      Tyson Foods, Inc.; Perdue Farms, Inc.; Wayne Farms LLC; Sanderson Farms,
      Inc. and each successor and assign of such business units that is engaged
      in such poultry production to the extent such successor or assign is among
      the five largest producers in the poultry industry measured by the volume
      of poultry production.
 

                  "Confidential Information" means
      all information regarding the Company, its activities, business or clients
      that is the subject of reasonable efforts by the Company to maintain its
      confidentiality and that is not generally disclosed by practice or
      authority to persons not employed by the Company, but that does not rise
      to the level of a Trade Secret. "Confidential Information" shall include,
      but is not limited to, financial plans and data concerning the Company or
      any of its affiliated companies; 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; past, current and planned
      research and development; business acquisition plans; and new personnel
      acquisition plans. "Confidential Information" shall 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 the Company. This definition shall not limit any
      definition of "confidential information" or any equivalent term under
      state or federal law.
 

                  "Determination Date" means the
      Date of Termination or any earlier date (during the Employment Period) of
      an alleged breach of the Restrictive Covenants by Executive.
 

                  "Person" means any individual or
      any corporation, partnership, joint venture, limited liability company,
      association or other entity or enterprise.
 

                  "Principal or Representative"
      means a principal, owner, partner; stockholder, joint venturer, investor,
      member, trustee, director, officer, manager, employee, agent,
      representative or consultant.
 

                  "Protected Employees" means
      employees of the Company who were employed by the Company or its
      affiliated companies at any time within six months prior to the
      Determination Date, other than those who were discharged by the Company or
      such affiliated employer without cause.
 

                  "Restricted Period" means
      «RestrictedPeriod», from the Date of Termination; provided, however, that the
      Restricted Period shall end with respect to the covenants in clauses (ii)
      and (iii) of Section 10(c) on the 60th day after the Date of Termination
      in the event the Company breaches its obligation, if any, to make any
      payment required under Section 5(a)(i).
 

                  "Restricted Territory" means the
      States of Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, North
      Carolina, South Carolina, Tennessee, Texas, Virginia and West Virginia and
      Mexico.
 

                  "Restrictive Covenants" means the
      restrictive covenants contained in Section 10(c) hereof.
 

                  "Third Party Information" means
      confidential or proprietary information subject to a duty on the part of
      the Company or its affiliated companies to maintain the confidentiality of
      such information and to use it only for certain limited
      purposes.
 

                  "Trade Secret" means all
      information, without regard to form, including, but not limited to,
      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: (A)
      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 (B)
      is the subject of efforts that are reasonable under the circumstances to
      maintain its secrecy. Without limiting the foregoing, Trade Secret means
      any item of confidential information that constitutes a "trade secret(s)"
      under the common law or statutory law of any of the States of Alabama,
      Arkansas, Florida, Georgia, Kentucky, Louisiana, North Carolina, South
      Carolina, Tennessee, Texas, Virginia and West Virginia and
      Mexico.
 

                  
                    
 

                
	 Restrictive
      Covenants .
	

                  	
                      
                        
 

                    
	Restriction
        on Disclosure and Use of Confidential Information and Trade
        Secrets. Executive understands and agrees
        that the Confidential Information and Trade Secrets constitute valuable
        assets of the Company and its affiliated companies, and may not be
        converted to Executive’s own use. Accordingly, Executive hereby agrees
        that Executive shall not, directly or indirectly, at any time beginning
        on the date of this Agreement and continuing during the Restricted
        Period reveal, divulge, or disclose to any Person not expressly
        authorized by the Company any Confidential Information, and Executive
        shall not, directly or indirectly; at any time, during the Restricted
        Period use or make use of any Confidential Information in connection
        with any business activity other than that of the Company. Throughout
        the term of this Agreement and at all times after the date that this
        Agreement terminates for any reason, Executive shall not directly or
        indirectly transmit or disclose any Trade Secret of the Company to any
        Person, and shall not make use of any such Trade Secret, directly or
        indirectly, for himself or herself or for others, without the prior
        written consent of the Company. The parties acknowledge and agree that
        this Agreement is not intended to, and does not, alter either the
        Company’s rights or Executive’s obligations under any state or federal
        statutory or common law regarding trade secrets and unfair trade
        practices.
	

                      Anything herein to the contrary
        notwithstanding, Executive shall not be restricted from disclosing or
        using Confidential Information or any Trade Secret that is required to
        be disclosed by law, court order or other legal process;
        provided, however, that in the event disclosure is
        required by law, Executive shall provide the Company with prompt notice
        of such requirement so that the Company may seek an appropriate
        protective order prior to any such required disclosure by
        Executive.
 

                      
                        
 

                    
	Nonsolicitation
        of Protected Employees. Executive understands
        and agrees that the relationship between the Company and each of its
        Protected Employees constitutes a valuable asset of the Company and may
        not be converted to Executive’s own use. Accordingly, Executive hereby
        agrees that beginning on the date of this Agreement and continuing
        during the Restricted Period, Executive shall not, directly or
        indirectly, on Executive’s own behalf or as a Principal or
        Representative of any Person or otherwise solicit or induce any
        Protected Employee to terminate his or her employment relationship with
        the Company or any of its affiliated companies or to enter into
        employment with any other Person.
	

                      
                        
 

                    
	Noncompetition
        with the Company. In consideration of the
        compensation and benefits being paid and to be paid by the Company to
        Executive hereunder, Executive hereby agrees that, during the Restricted
        Period, Executive will not, without prior written consent of the
        Company, directly or indirectly, seek or obtain a Competitive Position
        in the Restricted Territory. Executive acknowledges that in the
        performance of his or her duties for the Company he or she is charged
        with operating on the Company’s behalf throughout the Restricted
        Territory and he or she hereby acknowledges, therefore, that the
        Restricted Territory is reasonable.
	

                    


                  
                    
 

                
	 Enforcement
      of Restrictive Covenants .
	

                  	
                      
                        
 

                    
	Rights
        and Remedies Upon Breach. In the event
        Executive breaches, or threatens to commit a breach of any of the
        provisions of the Restrictive Covenants, the Company shall have the
        right and remedy to enjoin, preliminarily and permanently, Executive
        from violating or threatening to violate the Restrictive Covenants and
        to have the Restrictive Covenants specifically enforced by any court or
        tribunal of competent jurisdiction, it being agreed that any breach or
        threatened breach of the Restrictive Covenants would cause irreparable
        injury to the Company and that money damages would not provide an
        adequate remedy to the Company. Such right and remedy shall be
        independent of any others and severally enforceable, and shall be in
        addition to and not in lieu of, any other rights and remedies available
        to the Company at law or in equity.
	

                      
                        
 

                    
	Severability
        of Covenants. Executive acknowledges and
        agrees that the Restrictive Covenants are reasonable and valid in time
        and scope and in all other respects. The covenants set forth in this
        Agreement shall be considered and construed as separate and independent
        covenants. Should any part or provision of any covenant be held invalid,
        void or unenforceable, such invalidity, voidness or unenforceability
        shall not render invalid, void or unenforceable any other part or
        provision of this Agreement. If any portion of the foregoing provisions
        is found to be invalid or unenforceable because its duration, the
        territory, the definition of activities or the definition of information
        covered is considered to be invalid or unreasonable in scope, the
        invalid or unreasonable term shall be redefined, or a new enforceable
        term provided, such that the intent of the Company and Executive in
        agreeing to the provisions of this Agreement will not be impaired and
        the provision in question shall be enforceable to the fullest extent of
        the applicable laws.
	

                    


                


            


          
            
 

        
	 Arbitration
  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 prior to commencing any court
  action, the parties agree that they shall arbitrate all controversies;
  provided, however, that nothing in this Section 11 shall prohibit the
  Company from exercising its right under Section 10 hereof to pursue
  injunctive remedies with respect to a breach or threatened breach of the
  Restrictive Covenants. The arbitration shall be conducted in Dallas, Texas, 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. Any fees and related expenses
  associated with the cost of arbitration will be borne by the
  Company. Subject to the preceding provisions
  of this Section 11, the courts of Dallas County, Texas shall have exclusive
  jurisdiction and be the venue of all disputes between the Company and Employee
  whether such disputes arise from this Agreement or otherwise. In addition,
  Employee expressly waives any right to sue or be sued in the county of
  Employee's residence and consents to venue in Dallas County,
Texas.
	

          
            
 

        
	 Successors .
	

        


      	
          	
              
                
 

            
	This Agreement is personal to Executive and without the
    prior written consent of the Company shall not be assignable by Executive
    otherwise than by will or the laws of descent and distribution. This
    Agreement shall inure to the benefit of and be enforceable by Executive’s
    legal representatives.
	

              
                
 

            
	This Agreement shall inure to the benefit of and be
    binding upon the Company and its successors and assigns.
	

              
                
 

            
	The Company will require any successor (whether direct
    or indirect by purchase, merger, consolidation or otherwise) to all or
    substantially all of the business and/or assets of the Company to assume
    expressly and agree to perform this Agreement in the same manner and to the
    same extent that the Company would be required to perform it if no such
    succession had taken place. As used in this Agreement, "Company" shall mean
    the Company as hereinbefore defined and any successor to its business and/or
    assets as aforesaid which assumes and agrees to perform this Agreement by
    operation of law, or otherwise.
	

            


        


      	
          
            
 

        
	 Miscellaneous .
	

          	
              	
                  
                    
 

                
	 Governing
      Law . This Agreement, and all disputes and controversies arising
      hereunder or related to this Agreement, shall be governed by and construed
      in accordance with the laws of the State of Texas, without reference to
      principles of conflict of laws that would apply any other
      law.
	

                  
                    
 

                
	 Captions .
      The captions of this Agreement are not part of the provisions hereof and
      shall have no force or effect.
	

                  
                    
 

                
	 Amendments .
      This Agreement may not be amended or modified otherwise than by a written
      agreement executed by the parties hereto or their respective successors
      and legal representatives.
	

                  
                    
 

                
	 Notices .
      All notices and other communications hereunder shall be in writing and
      shall be given by hand delivery to the other party or by registered or
      certified mail, return receipt requested, postage prepaid, addressed as
      follows:
	

                  If to Executive: «Name»
 

                  «MailingAddress»
 

                  «City»,
      «State» «Zip»
 


                  If to the Company: Pilgrim’s Pride
      Corporation
 

                  4845 US Highway 271 North
 

                  Pittsburg, TX 75686
 

                  Attention: Executive Vice President
      Human Resources
 

                  or to such other address as
      either party shall have furnished to the other in writing in accordance
      herewith. Notice and communications shall be effective when actually
      received by the addressee.
 

                  
                    
 

                
	 Severability .
      The invalidity or unenforceability of any provision of this Agreement
      shall not affect the validity or enforceability of any other provision of
      this Agreement.
	

                  
                    
 

                
	 Withholding .
      The Company may withhold from any amounts payable under this Agreement
      such Federal, state, local or foreign taxes as shall be required to be
      withheld pursuant to any applicable law or
      regulation.
	

                  
                    
 

                
	 Waivers .
      Executive’s or the Company’s failure to insist upon strict compliance with
      any provision of this Agreement or the failure to assert any right
      Executive or the Company may have hereunder, shall not be deemed to be a
      waiver of such provision or right or any other provision or right of this
      Agreement.
	

                  
                    
 

                
	 Status
      Before and After Effective Date . Executive and the Company
      acknowledge that, except as may otherwise be provided under any other
      written agreement between Executive and the Company, the employment of
      Executive by the Company is "at will" and, subject to Section 1(a) hereof,
      Executive’s employment and/or this Agreement may be terminated by either
      Executive or the Company at any time prior to the Effective Date, in which
      case Executive shall have no further rights under this Agreement. From and
      after the Effective Date this Agreement shall supersede any other
      agreement between the parties with respect to the subject matter
      hereof.
	

                


            


        



      IN WITNESS WHEREOF, Executive has
hereunto set Executive’s hand and, pursuant to the authorization from its Board
of Directors, the Company has caused these presents to be executed in its name
on its behalf, all as of the day and year first above written.
 


      «Name»
 


       
 

       
 

      PILGRIM’S PRIDE CORPORATION
 


       
 

      By: 
 
b

      «SigningOfficerName»
 

      «SigningOfficerTitle»