ex10_14.htm


    Exhibit
10.14

    


    


    


    December
16, 2008

    


    J.
Clinton Rivers

    


    


    Dear Mr.
Rivers:

    


    


    This
letter will describe the various components of your separation
package:

    


    NOTICE

    (Notice
of Waiver of Rights)

    


    PLEASE
READ THIS NOTICE AND THE ACCOMPANYING SEPARATION AGREEMENT (“AGREEMENT”)
CAREFULLY. BE ADVISED THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL CLAIMS YOU
MAY HAVE AGAINST PILGRIM’S PRIDE CORPORATION AND/OR ITS RESPECTIVE SUBSIDIARIES
AND/OR AFFILIATES (HEREINAFTER COLLECTIVELY REFERRED TO AS EITHER “THE COMPANY”
OR “PILGRIM’S PRIDE CORPORATION”).

    


    Resignation

    


    Your
active employment with the Company will terminate on December 16, 2008
(“Termination Date”).   You hereby resign, and the Company hereby
accepts such resignation, as a director, officer, employee or in any other
capacity of the Company and its subsidiaries effective as of the Termination
Date.  You will be paid all earned and unpaid salary together with any
unused vacation days, less deductions required or permitted by law on your last
regular payroll check.

    


    You
acknowledge and agree that the Company will file with the Securities and
Exchange Commission (“SEC”) a report on Form 8-K and the Company will issue a
press release, each of which will disclose your resignation as an officer and as
a director of the Company.  You acknowledge and agree that you have
received and reviewed a copy of the Form 8-K that will be filed with the SEC
concerning your resignation, agree fully with the statements made by the Company
therein and you have not provided and you will not provide to the Company any
written correspondence concerning the circumstances surrounding his
resignation.  The Company and you agree that the information in the
press release concerning your resignation as an officer and as a director of the
Company will be substantially the same to the statements made in such report on
Form 8-K.  You agree not to issue any press release or make any public
statement concerning your resignation from the Company or its subsidiaries that
would conflict with the statements made by the Company in the Form 8-K provided
to you under this paragraph.

    


    In
addition to the foregoing to which you are entitled, if you sign and do not
revoke this Agreement you will be eligible for the consideration described in
Sections 1 through 2 below to which you would otherwise not be entitled in
exchange for an agreement to release all claims known or unknown against the
Company.  You are not entitled to receive severance benefits under any
other Company severance plan or practice.

    


    


    
      	
              1.  

            	
              Salary and Benefits
      Continuation

            


    

    


    
      	
              a.  

            	
              You
      will be eligible for a payment of $143,241.98.  This sum
      shall be paid in a lump sum, single payment ten (10) days after the
      Termination Date or, if later, ten (10) days after the Company’s receipt
      of this signed unrevoked Agreement provided the Agreement is received by
      the Company within 45 days of your Termination
  Date.

            


    

    


    
      	
              b.  

            	
              You
      will be eligible to continue your Pilgrim’s Pride health plan for a period
      of 35 weeks by making appropriate payments on a monthly
      basis.  These payments will be based on employee contribution
      rates for any health, dental or vision plans in which you are enrolled.
      When your Pilgrim’s Pride health plan at employee contribution rates ends,
      due to acquiring coverage at a new employer or due to the end of the
      covered period, you will be eligible for any continuation coverage you may
      have under the Consolidated Omnibus Budget Reconciliation Act of 1985
      (“COBRA”).  Please note that you can continue, at your option,
      vision or dental coverage as separate COBRA coverage if these plans are
      not available at your new employer.

            


    

    


    
      	
              c.  

            	
              You
      and the Company agree that the Change in Control Agreement (herein so
      called) dated October 21, 2008 between you and the Company is hereby
      terminated and shall be of no further force and
  effect.

            


    

    


    
      	
              2.  

            	
              Outplacement

            


    

    


    You will
be eligible for outplacement services as selected and provided by the Company
which will be available upon the Company’s receipt of this signed, unrevoked
Agreement and for three (3) months thereafter, unless the Company agrees, at its
sole discretion, to extend the outplacement services provide to you for three
(3) additional months.

    


    
      	
              3.  

            	
              Directors and Officers
      Liability Insurance

            


    

    


    The
Company agrees to continue and maintain a directors' and officers' liability
insurance policy covering you to the extent the Company provides such coverage
for its current executive officers for a period of one year commencing on the
Termination Date.

    


    
      	
              4.  

            	
              Section 409A of the
      Internal Revenue Code of
1986

            


    

    


    Anything
in this Agreement to the contrary notwithstanding, no amount payable under this
Agreement that is "nonqualified deferred compensation" subject to Section 409A
of the Internal Revenue Code of 1986, as amended (the "Code"), shall be paid
prior to the earlier of, (i) the first business day after the date that is six
(6) months following the date you experience a “separation from service” (within
the meaning of U.S. Treas. Reg. 1.409A-1(h)) or (ii) the date of your death, to
the extent such delayed commencement is otherwise required in order to avoid a
prohibited distribution under Section 409A(a)(2) of the Code.  Upon
the expiration of such deferral period, all deferral payments that are delayed
pursuant to this Section shall be paid in a lump sum to you and any remaining
payments due under this Agreement shall be paid in accordance with the terms
specified herein.

    


    
      	
              5.  

            	
              Post-Employment
      Obligations

            


    

    


    You agree
to make yourself reasonably available to the Company, and will:

    


    
      	
              a.  

            	
              Personally
      provide assistance and cooperation in providing or obtaining information
      for the Company, and its representatives, concerning any Company matter of
      which you are knowledgeable.  Such assistance and cooperation
      will generally be in the form of responses to telephone
      inquiries.

            


    

    


    
      	
              b.  

            	
              Personally
      provide to the Company, or its representatives, assistance and cooperation
      relating to any pending or future lawsuits or claims, about which you are
      knowledgeable, or where you are designated by a party as a person having
      knowledge.

            


    

    


    
      	
              c.  

            	
              Immediately
      notify the Company if you receive any request from anyone other than the
      Company for information regarding any potential claims or proposed
      litigation against the Company or any of its
  affiliates.

            


    

    


    
      	
              d.  

            	
              Refrain
      from engaging in any conduct, or making comments, or statements, the
      purpose or effect of which is to harm the reputation, good will, or
      commercial interests of the Company, or any of its officers, directors or
      employees.  You further agree not to make defamatory or
      disparaging comments about the Company and each of its past and present
      agents, officers, directors, insurers, investigators, attorneys,
      shareholders, partners, and employees, and you also agree not to initiate,
      and will avoid, all communications with third-parties or public
      communications related to the Company’s business practices unless
      otherwise required by law.

            


    

    


    
      	
              e.  

            	
              Refrain
      from providing any information related to any claim or potential
      litigation against the Company, or its affiliates to any non-Company
      representatives, without having either the prior written permission of the
      Company or being required to provide information pursuant to legal
      process. If the latter, you must notify the Company prior to providing
      information and allow the Company an opportunity to legally oppose the
      release of information, if so
desired.

            


    

    


    
      	
              f.  

            	
              If
      required by law to provide sworn testimony regarding the Company or
      affiliate-related matters, you will immediately notify one the Company,
      and consult with and have legal counsel designated by the Company present
      for such testimony. The Company will be responsible for the costs of such
      designated counsel and you will bear no cost for the same. You will
      confine your testimony to items about which you have actual knowledge
      rather than speculation, and will cooperate fully with designated legal
      counsel.

            


    

    


    
      	
              g.  

            	
              You
      agree that for a period of five (5) years commencing on the Termination
      Date, you will cooperate fully and reasonably with the Company in
      connection with any future or currently pending matter, proceeding
      litigation or threatened litigation involving the Company or any director,
      officer or employee (acting in such capacity) of the
      Company.  You acknowledge that such cooperation may entail
      making yourself available upon reasonable notice at reasonable times and
      place to consult with the Company or testify in any action as reasonably
      requested by the Company.  The Company agrees to promptly
      reimburse you for your reasonable out-of-pocket expenses provided in such
      cooperation.

            


    

    


    
      	
              h.  

            	
              For
      a period of two (2) years following the Termination Date, you agree not,
      to directly or indirectly, solicit, or take away, or attempt to hire,
      solicit or take away, any consultants, employees or officers of the
      Company, or encourage any consultants, employees or officers of the
      Company to terminate their relationships with the Company, nor shall you
      encourage, directly or indirectly, any other employees of the Company to
      participate in or initiate any claims or litigation against the
      Company.

            


    

    


    
      	
              6.  

            	
              Confidentiality
      Agreement

            


    

    


    During
the period in which you have provided or may provide services to the Company,
whether as an employee, consultant, agent or otherwise, you may have obtained or
may obtain commercially valuable confidential and/or proprietary technical and
non-technical information which is vital to the success of the Company’s
business.  You acknowledge that the Company utilizes confidential
information, trade secrets and proprietary customer information in promoting and
selling its products and services.  For purposes of this Agreement,
you also acknowledge that “Confidential Information” is information acquired by
you during the course and scope of your employment with, or future strategic
consulting activities for, the Company that may be designated or marked by the
Company as "Confidential" or that the Company indicates through its policies,
procedures or other instructions should not be disclosed to anyone outside of
the Company.  Without limitation, examples of protected Confidential
Information under this Agreement include: internal financial data, corporate
strategic plans and budgets, long-range plans, litigation strategies and other
matters protected by the attorney client privilege, research and development
regarding existing and developmental products, marketing plans, sales data,
internal market studies or surveys, customer contacts and information, customer
purchasing needs and preferences, pricing and related information concerning the
Company’s products, information with respect to the particular competencies and
experiences of the Company’s employees and other personnel information, and
information concerning the Company’s contractual and/or business relationships
with its independent growers.  Confidential Information does not
include information that has become public other than as a result of a breach of
this Agreement, is available on a non-confidential basis prior to it's
disclosure to you by the Company, or becomes available to you on a
non-confidential basis from a source other than the Company, provided such
source was not bound by a confidentiality agreement with the
Company.  Nothing contained herein shall be deemed to prevent you from
disclosure of Confidential Information if, in the written opinion of counsel,
such disclosure is legally required to be made and you notify the Company in
advance of such intended disclosure and, if applicable, give the Company a
reasonable opportunity to obtain a protective order or confidentiality
treatment.

    


    You agree
not to disclose any of the Company's Confidential Information, directly or
indirectly, to any unauthorized person, and not to use such information in any
way, either during the term of any consulting relationship with the Company or
any time thereafter, except as required for the benefit of the
Company.  In addition, you agree not to disclose any private, personal
and/or other nonpublic information about the Company’s current or past (i)
employees, (ii) agents, (iii) directors, (iv) customers, (v) vendors, (vi)
independent contract growers, or (vii) other representatives.  Nothing
contained herein shall be deemed to prevent you from disclosure if, in the
written opinion of counsel, such disclosure is legally required to be made and
you notify the Company in advance of such intended disclosure and, if
applicable, give the Company a reasonable opportunity to obtain a protective
order or confidentiality treatment.  Similarly, the Company agrees not
to disclose any private, personal or any non-public information about you;
provided that nothing contained herein shall be deemed to prevent such
disclosure as is legally required to be made.

    


    
      	
              7.  

            	
              RELEASE OF PILGRIM’S
      PRIDE CORPORATION

            


    

    


    IN
EXCHANGE FOR THE SEVERANCE BENEFITS PROVIDED TO YOU BY PILGRIM’S PRIDE
CORPORATION, YOU, ON BEHALF OF YOUR HEIRS, SPOUSE AND ASSIGNS, HEREBY RELEASE
PILGRIM’S PRIDE CORPORATION AND EACH OF ITS AGENTS, DIRECTORS, OFFICERS,
EMPLOYEES, REPRESENTATIVE, ATTORNEYS, AFFILIATES, AND ITS AND THEIR
PREDECESSORS, SUCCESSORS, HEIRS, EXECUTORS, ADMINISTRATORS AND ASSIGNS, AND ALL
PERSONS ACTING BY, THROUGH, OR UNDER IN CONCERT WITH ANY OF THEM (COLLECTIVELY
“RELEASEES”), OR ANY OF THEM, OF AND FROM ANY AND ALL CLAIMS OF ANY NATURE
WHATSOEVER, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, IN LAW OR EQUITY, WHICH
YOU EVER HAD, NOW HAVE, OR MAY HAVE RELATING TO YOUR EMPLOYMENT, OR TERMINATION
OF EMPLOYMENT. THIS INCLUDES (I) ALL CLAIMS RELATING TO DISPUTED WAGES TO THE
FULL EXTENT ALLOWED BY LAW, OVERTIME, VACATION PAY, INCENTIVE BONUS PLANS AND/OR
SEVERANCE PAY, AND ANY AND ALL OTHER FRINGE BENEFITS, FOR WHICH YOU WERE
ELIGIBLE DURING YOUR EMPLOYMENT (II) ALL CLAIMS UNDER ANY EMPLOYMENT AGREEMENT,
THE CHANGE OF CONTROL AGREEMENT OR OTHER AGREEMENTS BETWEEN YOU AND PILGRIM’S
PRIDE CORPORATION, AND/OR ITS SUBSIDIARIES OR AFFILIATES; AND (III) ALL CLAIMS
YOU MAY HAVE AGAINST THE COMPANY OR ITS EMPLOYEES UNDER TITLE VII OF THE CIVIL
RIGHTS ACT OF 1964; THE AGE DISCRIMINATION OF EMPLOYMENT ACT OF 1967 (“ADEA”) AS
AMENDED BY THE OLDER WORKERS BENEFITS PROTECTION ACT (“OWBPA”); THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974; THE AMERICANS WITH DISABILITIES ACT; OR
ANY OTHER FEDERAL LAW, STATE LAW, LOCAL LAW, COMMON LAW OR REGULATION REGARDING
YOUR EMPLOYMENT, TERMINATION OF EMPLOYMENT OR OTHERWISE.

    


    This
release shall not preclude an action to enforce the specific terms of this
Agreement; to any claims based on acts or events after this Agreement has become
effective; to any challenges or claims brought in good faith to review the
validity of this Agreement under the ADEA as amended by the OWBPA; to any
unemployment or workers compensation benefits to which you may be entitled; nor
to benefits in which you have become vested under the Employee Retirement Income
Security Act.

    


    You agree
that you will not share in any recovery from any claim, charge, lawsuit, or
other claim brought against the Company by any third party including, but not
limited to, any state or local civil rights commission or labor department
and/or the Equal Employment Opportunity Commission.

    


    Nothing
in this Agreement shall prohibit you from participating in any proceeding before
any governmental agency.  Notwithstanding the above, to the fullest
extent permitted by applicable law, if any third party asserts any claim against
the Company or any related entity on behalf of you, or if any third party
includes you as a class member in any class action involving any claim, then you
will not be entitled to any personal recovery in any proceeding relating to or
arising from such claim.

    


    
      	
              8.  

            	
              Miscellaneous
      Provisions

            


    

    


    
      	
              a.  

            	
              You
      agree that, should you challenge or contest this Agreement or any of its
      provisions, or should you assert any cause of action or lawsuit against
      the Company, except as to any action involving an alleged breach of this
      Agreement or any claim brought as to the validity of this Agreement under
      the ADEA as amended by the OWBPA, you agree that the Company will be
      entitled to seek as recovery, in addition to any other relief to which it
      may be entitled, all of the consideration paid to you pursuant to this
      Agreement.  Except with respect to claims not released, you
      further agree to pay the Company for any and all attorney’s fees incurred
      or expended by it to enforce this Agreement or any of its provisions, or
      defend any action or cause of action against the Company brought by you,
      your agents, representatives or
assigns.

            


    

    


    
      	
              b.  

            	
              Should
      you in any manner, whether directly or indirectly fail to perform any
      covenant of yours provided herein or breach this Agreement in any respect,
      the Company shall have no further or continuing obligation to perform any
      covenants of it for which this Agreement provides, including payment of
      any sums for which this Agreement
provides.

            


    

    


    
      	
              c.  

            	
              If
      the Company suffers damages as a result of your conduct which is in
      violation of this Agreement or otherwise, the Company shall be entitled to
      recover all provable damages resulting from your wrongful conduct, which
      amount will be increased by any amount you fail to pay or return pursuant
      to Section 8a. of this Agreement. The forfeiture pursuant to Section 8a.
      of the funds paid under this Agreement and the forfeiture of future
      benefits for which Section 8b. provides, are not a penalty, but are
      liquidated damages for the minimum amount of damage the Company will
      suffer in such circumstances.

            


    

    


    
      	
              D.  

            	
              THE
      COMPANY AND YOU DECLARE THAT EACH HAS CAREFULLY READ THIS AGREEMENT, THAT
      EACH HAS HAD A REASONABLE OPPORTUNITY TO REVIEW ITS TERMS WITH THEIR
      COUNSEL OF CHOICE, IF SO DESIRED, AND THAT EACH FREELY AND VOLUNTARILY
      EXECUTES AND AGREES TO THE TERMS AND PROVISIONS OF THIS AGREEMENT FOR THE
      PURPOSE OF MAKING A FULL AND FINAL ADJUSTMENT AND RESOLUTION OF THE
      MATTERS CONTAINED HEREIN.

            


    

    


    
      	
              e.  

            	
              This
      Agreement constitutes and contains the entire agreement and understanding
      between the Company and you and completely supersedes any and all prior
      agreements or understandings pertaining to the employment relationship
      between the parties, the termination thereof or the rights, remedies,
      duties or obligations arising there from.  Any waiver,
      alteration or modification of any provisions of this Agreement shall not
      be valid unless in writing and signed by the Company and
    you.

            


    

    


    
      	
              f.  

            	
              If
      a dispute arises from or relates to this agreement or any other
      transactions between you and the Company (the “parties”), the parties
      shall endeavor to settle the dispute first through direct discussions and
      negotiations.  If the dispute cannot be settled through direct
      discussions, the parties shall endeavor to settle the dispute by mediation
      under the Mediation Rules of the American Arbitration Association before
      recourse to the arbitration procedures contained in this
      Agreement.  If the dispute cannot be settled by mediation within
      ninety (90) days of the date either party receives written notice of the
      existence of such dispute, the parties shall submit the dispute to binding
      arbitration in Dallas, Texas, unless otherwise agreed upon by the parties,
      in accordance with the Rules of the American Arbitration
      Association.

            


    

    


    
      	
              g.  

            	
              The
      provision for this Agreement between the parties will be deemed to have
      been made and will be construed and interpreted in accordance with the
      laws of the State of Texas.  If any matters in dispute may be
      settled by litigation or enforcement of any arbitration, such trials will
      be decided by a judge.  THE PARTIES WAIVE TRIAL BY JURY
      IN ANY SUCH ACTION(S) AND CONFIRM THAT THIS WAIVER IS A MATERIAL
      INDUCEMENT TO THEIR BUSINESS TRANSACTIONS.  For any such
      action(s) related to their business transactions or enforcement of
      any arbitration, the parties submit themselves to the jurisdiction of the
      state or federal courts located in Dallas,
  Texas.

            


    

    


    
      	
              h.  

            	
              Should
      any provision of this Agreement be held invalid or unenforceable, such
      provision shall be ineffective to the extent of such invalidity or
      unenforceability, without invalidating the remainder of such provision of
      the remaining portions of this
Agreement.

            


    

    


    
      	
              i.  

            	
              The
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original, and all of which, together, shall constitute one
      and the same instrument, but in making proof hereof, it shall never be
      necessary to exhibit more than one such
  counterpart.

            


    

    


    
      	
              j.  

            	
              By
      signing this Agreement, you acknowledge that additional facts may be
      discovered later relating to your employment or otherwise, but that it is
      your intention to fully, finally, and forever, settle and release all of
      your matters, rights, claims, and any controversies whatsoever, known or
      unknown, which now exist or formerly have existed against the Company. You
      acknowledge that this Agreement shall be and will remain in effect as a
      full and complete general release of such matters, notwithstanding this
      discovery or existence of any additional or different facts unless such
      facts arise after the execution of this
  Agreement.

            


    

    


    
      	
              k.  

            	
              By
      signing this Agreement, you acknowledge that you have returned all Company
      property including any data or information relating to Company business
      that is proprietary or confidential. Any information that is stored on
      non-company electronic devices has been permanently
    deleted.

            


    

    


    
      	
              9.  

            	
              Age
      Discrimination

            


    

    


    PLEASE
READ CAREFULLY. THIS SEPARATION AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE
OF ALL KNOWN AND UNKNOWN CLAIMS.

    


    Pursuant
to the ADEA as amended by the OWBPA, please be advised of the
following:

    


    
      	
              a.  

            	
              You
      are advised in writing that you should consult with an attorney prior to
      executing this Agreement.

            


    

    


    
      	
              b.  

            	
              You
      are knowingly and voluntarily releasing all claims relating to your
      termination from employment under the ADEA as amended by the OWBPA. This
      Agreement does not apply to any age discrimination claims that may arise
      after the date you sign this
Agreement.

            


    

    


    
      	
              c.  

            	
              You
      have forty-five (45) days from the date of receipt to review this
      Agreement and return it to the
Company.

            


    

    


    
      	
              d.  

            	
              You
      may revoke this Agreement within seven (7) days of the execution of this
      Agreement.

            


    

    


    
      	
              e.  

            	
              You
      are advised that nothing in this Agreement prevents or precludes you from
      challenging or seeking a determination in good faith of the validity of
      this Agreement under the ADEA as amended by the OWBPA, nor does it impose
      any condition precedent, penalties or costs for doing so, unless
      specifically authorized by federal
law.

            


    

    


    
      	
              f.  

            	
              Before
      signing this Agreement, the Company has also advised you of all
      individuals by job title and age in the same job classification or
      organizational unit who have been selected for the November 28, 2008
      layoff, and the job title and ages of all individuals in the same job
      classification or organizational unit who were not selected for the
      November 28, 2008 layoff.  You acknowledge and agree that a
      complete list of these individuals by job title and age is provided to you
      concurrently with the execution of this
  Agreement.

            


    

    


    
      	
              g.  

            	
              By
      executing this Agreement, you represent that you fully understand all
      provisions of the Agreement and understand the consequences of executing
      this Agreement. You further acknowledge that you understand that you have
      signed this Agreement in exchange for adequate consideration that is in
      addition to anything of value you would be currently entitled to without
      this Agreement.

            


    

    


    


    BY
SIGNING THIS LETTER AGREEMENT THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT
COMPLETELY AND ADEQUATELY RESOLVES ALL DIFFERENCES BETWEEN THE PARTIES ARISING
OUT OF YOUR RELATIONSHIP WITH PILGRIM’S PRIDE CORPORATION AND YOUR TERMINATION
THEREFROM AS WELL AS YOUR SERVICES TO PILGRIM’S PRIDE CORPORATION IN ANY OTHER
CAPACITY.

    


    If the
above meets with your agreement, please sign and return one copy of this letter
to my attention at Pilgrim’s Pride Corporation, PO Box 93, Pittsburg, TX
75686.

    


    


    Sincerely,

    /s/ Jane T. Brookshire

    Jane T. Brookshire

    Executive Vice President Human
Resources

    


    


    


    


    


    
      	
               
      

            	
              ACCEPTED
      BY:

            


    

    


    
      	
              /s/ J. Clinton
      Rivers

            	 	
              December
      24, 2008

            


    

    
      	
              Signature

            	
              Date