ex10-4.htm


     

      
        

      

    

    Exhibit
10.4

    


    Compensation
for Named Executive Officers

    for
fiscal 2010

    


    


    
      	
              Name

            	
              Principal
      Position

            	
              Annual
      Base Salary

            	
              Annual
      Cash Bonus

            
	
              C.
      Larry Pope

            	
              President
      and Chief Executive Officer

            	
              $
      1,100,000

            	
              (1)

            
	
              Robert
      W. Manly, IV

            	
              Executive
      Vice President and Chief Financial Officer

            	
              $    600,000

            	
              (2)

            
	
              Carey
      J. Dubois (3)

            	
              Vice
      President, Finance

            	
              $    325,000

            	
              (4)

            
	
              George
      H. Richter

            	
              President
      and Chief Operating Officer, Pork Group

            	
              $    800,000

            	
              (5)

            
	
              Joseph
      B. Sebring

            	
              President
      of John Morrell

            	
              $    700,000

            	
              (6)

            
	
              James
      C. Sbarro

            	
              President
      of Farmland Foods

            	
              $    500,000

            	
              (7)

            


    

    _________

    


    (1)         The
bonus formula for Mr. Pope is:

    •     0% of
the first $100 million of Company net income before deduction for income taxes
and incentive payments to key employees (“net
profits”),

    •     1.5% of
Company net profits in excess of $100 million and less than $400 million,
and

    •     2% of
Company net profits in excess of $400 million.

    


    
      (2)         The
bonus formula for Mr. Manly is:

    

    •     0% of
the first $100 million of Company net profits,

    •     0.5% of
Company net profits in excess of $100 million and less than $400 million,
and

    •     0.75% of
Company net profits in excess of $400 million.

    
 

    
      (3)         Mr.
Dubois became Vice President, Finance on July 1, 2008.  He served as
Vice President and ChiefFinancial Officer from July 1, 2007 to June 30,
2008

    

     

    (4)         Mr.
Dubois is eligible to receive a discretionary bonus.

    
(5)         The
bonus formula for Mr. Richter is:

    •     0%
of the first $100 million of net profits of the Company’s Pork
Group,

    •     0.5% of
Pork Group net profits in excess of $100 million and less than $400 million,
and

    •     1.25% of
Pork Group net profits in excess of $400 million.

     

    (6)         The
bonus formula for Mr. Sebring is:    

    
      •     0%
of the first $100 million of Pork Group net profts,


    •    
0.25% of Pork Group net profits in excess of $100 million and less than $400
million, and

    •     0.625%
of the Pork Group net profits in excess of $400 million.

     

    (7)         The
bonus formula for Mr. Sbarro is:

    •     0% of
the first $100 million of Pork Group net profits,

    •     0.25% of
Pork Group net profits in excess of $100 million and less than $400 million,
and

    •     0.625%
of the Pork Group net profits in excess of $400 million.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    In addition, effective July 6, 2009, the Compensation
Committee awarded stock options and/or performance share units to certain
executive officers, including the following six named executive officers, under the
Company’s 2008 Incentive Compensation Plan (the “2008
Plan”).

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Named
      Executive Officer

                                               

                                            	
                                              Title

                                            	
                                              Option
      Awards(1)

                                            	
                                              PSU
      Awards(2)

                                               

                                            
	 
      	 
      	 
      	 
      
	
                                              C. Larry
    Pope

                                            	
                                              President and
      CEO

                                            	
                                              100,000

                                            	
                                              300,000

                                            
	
                                              Robert W. Manly,
      IV

                                            	
                                              EVP and CFO

                                            	
                                              33,000

                                            	
                                              100,000

                                            
	
                                              Carey J.
    Dubois

                                            	
                                              VP, Finance

                                            	
                                              5,000

                                            	
                                                  --

                                            
	
                                              George H.
      Richter

                                            	
                                              President and COO, Pork
      Group

                                            	
                                              50,000

                                            	
                                                  --

                                            
	
                                              Joseph B.
      Sebring

                                            	
                                              President of John
      Morrell

                                            	
                                              15,000

                                            	
                                                  --

                                            
	
                                              James C.
    Sbarro

                                            	
                                              President of Farmland
      Foods

                                            	
                                              15,000

                                            	
                                                  --

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
 

    
      	
              (1)

            	
              All
      options were granted effective July 6, 2009 pursuant to the 2008 Plan and
      have a seven-year term and vest ratably over three years. The exercise
      price for these options is $13.30 which was the closing share price on the
      date of grant.  All options are immediately exercisable upon a
      Qualifying Change of Control (as defined in the 2008
  Plan).

            


    

     

     

    
      
        	
                (2)

              	
                All
      performance share unit awards were granted effective July 6, 2009 pursuant
      to the 2008 Plan.  For any performance share units to vest, the
      Company must achieve Profits Before Tax (as such term is defined in the
      grant letter) of at least $100 million in any one of the Company’s 2010,
      2011 or 2012 fiscal years (the “Performance Target”).  If the
      Performance Target is met, the performance share units vest ratably over a
      three-year period from the date of grant.  All performance share
      units fully vest upon a Qualifying Change of Control (as defined in the
      2008 Plan).

              


      

       

    

     

    
       

       

      
 

    

    In addition, the Compensation
Committee approved a
one-time performance-based award for the
Company’s chief executive
officer, C. Larry Pope, under the 2008 Plan related to
our previously announced Pork Group restructuring.  Under the award,
Mr. Pope will receive a one-time cash payment of $1.5 million upon the
Compensation Committee’s certification that all of the following conditions have
been fulfilled:

    


    
      	
               
      

            	
              ·

            	
              as of any date on or after the
      last day of the third quarter of fiscal 2010 through and including the end
      of fiscal 2010, the Company achieves operating efficiencies in the Pork
      Group determined as an annualized projected cost savings run rate of $90
      million compared to the annualized Pork Group cost run rate on May 3,
      2009;

            


    

    
      	
               
      

            	
              ·

            	
              the successful closure and
      rationalization of six specified meat processing plants by March 15, 2010;
      and

            


    

    
      	
               
      

            	
              ·

            	
              not more than an aggregate of $60
      million in capital expenditures is incurred to carry out the plant
      consolidations contemplated by the Pork Group
      restructuring.

            


    

    
 

    \9873984.2