Management Incentive Program dated August 6, 2003



 Exhibit 10.23 
  
 NATIONAL BEEF PACKING COMPANY, LLC 
 MANAGEMENT INCENTIVE PROGRAM 
  
 1.    Purpose. The National Beef Packing Company, LLC Management Incentive Program (the “Plan”) has been established to provide additional incentive compensation opportunities for certain
personnel employed by National Beef Packing Company, LLC (the “Company”). The main purpose of the Plan is to provide an incentive to eligible employees to influence and increase the profitability of the Company. The Plan is hereby restated
as of August 6, 2003, to reflect the change of the name of the Company to National Beef Packing Company, LLC. 
  
 2.    Administration. The Plan is administered by the Board of Managers of the Company (the “Board”), which
has complete discretion and authority with respect to the Plan and its application, except to the extent that discretion is expressly limited by the Plan. 
  
 3.    Definitions. For purposes of this Plan, the following terms shall have the meanings set forth below: 

 
 a.    Affiliate shall mean
HyPlains Beef, L.C., HyPlains Dressed Beef, Farmland Industries, Inc. (but not with respect to any employee hired from Farmland Industries, Inc. on or after August 6, 2003), National Carriers, Inc. or any subsequently acquired affiliate of the
Company. For this purpose, an “acquired affiliate” shall be any entity in which the Company owns 50% or more of the stock or assets. 
  
 b.    Applicable Vesting Percentage shall mean the percentage used for purposes of calculating Eligible
Earnings, based on the following schedule: 
  

	 Employment Period

	  	Applicable Vesting Percentage

	 
	 First 12 months
	  	50	%
	 Second 12 months
	  	75	%
	 Thereafter
	  	100	%

  
 c.    Basis shall mean the pre-tax profits of the Company (i) plus losses from the Excluded Companies (or minus profits from the Excluded Companies), and (ii) plus amounts accrued for Bonus payout under this Plan.

  
 d.    Board shall
mean the Board of Managers of the Company. 
  
 e.    Bonus shall mean the benefits paid to Eligible Employees under this Plan. 
  
 f.    Bonus Pool shall mean the Return on Net Property, Plant & Equipment percentage (i) multiplied by the
Basis, and (ii) multiplied by 18%. 







 g.    Company shall mean National Beef Packing Company, LLC.

  
 h.    Eligible
Earnings shall mean: 
  

	 	(1)	 	In the case of an Eligible Employee who is classified as management personnel, the Eligible Employee’s gross earnings for the applicable fiscal year in a management position,
multiplied by the Applicable Vesting Percentage. 

  

	 	(2)	 	In the case of an Eligible Employee who is classified as professional personnel, the Eligible Employee’s gross earnings for the applicable fiscal year in a professional
position, multiplied by the Applicable Vesting Percentage, and further multiplied by 25%. 

  
 Notwithstanding the above, Eligible Earnings shall in no event include any Bonuses paid during the applicable fiscal year. 
  
 i.    Eligible Employee shall have
the meaning set forth in Section 4. 
  
 j.    Excluded Companies shall mean Kansas City Steak Company and National Carriers, Inc. 
  
 k.    Net Property, Plant & Equipment shall mean the gross tangible fixed assets of the Company (excluding
the fixed assets of the Excluded Companies), less accumulated depreciation. 
  
 l.    Plan shall mean this National Beef Packing Company, LLC Management Incentive Program. 
  
 m.    Return on Net Property, Plant & Equipment shall mean the Basis divided by the fiscal year ending Net
Property, Plant & Equipment of the previous fiscal year. 
  
 n.    Target shall mean that the Company has attained, for the applicable fiscal year, a Return on Net Property, Plant & Equipment of 16% or more. For purposes of this calculation, the
Basis excludes profits or losses from the activities of the Excluded Companies. If the Company does not attain, for the applicable fiscal year, a Return on Net Property, Plant & Equipment of 16% or more, the Target will be deemed to have
not been reached and no Bonuses will be paid out under this Plan for such year. 
  
 4.    Eligibility for Participation. For purposes of this Plan, the term “Eligible Employee” shall include all management and professional (salaried) personnel and all

  

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 management support (hourly wage employees who are not exempt from overtime pay) personnel employed by the Company who:

  

	 	a.	 	Are not covered by any other incentive, bonus or variable compensation plan; 

  

	 	b.	 	Are deemed eligible to participate in this Plan by the Company’s CEO or Board of Managers; 

  

	 	c.	 	Are not represented under a collective bargaining agreement; and 

  

	 	d.	 	Maintain an active employment status with the Company through the date on which the Bonus checks provided pursuant to this Plan are distributed. 

  
 5.    Bonus Amounts. If the Company attains
the Target, Bonuses shall be paid to Eligible Employees as follows: 
  
 a.    Eligible Employees who are classified as management support personnel will each receive a Bonus in an amount based on their length of service with the Company. For this purpose, the length of
a particular Eligible Employee’s service with the Company shall be calculated based on the Eligible Employee’s current continuous service period with the Company, or the combination of the current continuous service period with the Company
and its Affiliates. The amount of the Bonus to be distributed to each Eligible Employee who is classified as management support personnel will be as follows: 
  

	 Service Time
 Calculated Through
 Last Day of
 Applicable Fiscal Year

	  	Bonus
Amount


	 Less than 6 Months
	  	$	0
	 6 Months – 1 Year
	  	$	100
	 1 Year
	  	$	150
	 2 Years
	  	$	200
	 3 Years
	  	$	250
	 4-5 Years
	  	$	300
	 6-7 Years
	  	$	400
	 8-9 Years
	  	$	500
	 10-11 Years
	  	$	600
	 12 Years or More
	  	$	700

  
 b.    Eligible Employees who are classified as management and professional personnel will each receive a Bonus in an amount equal to a portion of the remaining Bonus Pool after the amounts described in subparagraph (a)
above are distributed to management 
  

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 support personnel. The amount received by each such Eligible Employee shall be an amount equal to the remaining Bonus
Pool multiplied by a fraction, the numerator of which is the Eligible Employee’s Eligible Earnings during the applicable fiscal year and the denominator of which is the Eligible Earnings during the applicable fiscal year of all Eligible
Employees who are classified as management and professional personnel. 
  
 6.    Distribution of Bonus Amounts. Although no specific date has been established by the Company for the distribution of the Bonuses, the Company anticipates that all Bonus amounts payable under this Plan
will be distributed on or before the respective November 30 immediately following the end of the applicable fiscal year. 
  
 7.    Withholding on Bonus Amounts. Any amounts received as Bonuses under this Plan shall be subject to tax withholding
in such amounts as are consistent with each Eligible Employee’s payroll profile. 
  
 8.    Continuity of the Plan; Amendments. Although the Company intends to continue the Plan indefinitely, the Company expressly reserves the right to amend or terminate the Plan at
any time, provided that no amendment or termination of the Plan shall adversely affect any Bonuses previously earned under the Plan. 
  
 9.    Notices. Any notice required or permitted to be given by the Company or the Board pursuant to the Plan shall be
deemed given when personally delivered or deposited in the United States mail, registered or certified, postage prepaid, addressed to the Eligible Employee, his or her heirs, executors, administrators, successors, assigns or transferees, at the last
address shown for the Eligible Employee on the records of the Company (or subsequently provided in writing to the Company). 
  
 10.    Miscellaneous Provisions. 
  
 A.    The Board shall have the sole discretion with respect to the application of the
provisions of this Plan and such exercise of discretion shall be conclusive and binding upon all Eligible Employees and all other persons. 
  
 B.    No Bonus payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or change prior to actual receipt thereof by the payee; and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or change prior to such receipt shall be void; and the Company shall not be
liable in any manner for or subject to the debts, contracts, liabilities, engagements or torts of any person entitled to any Bonus under the Plan. 
  
 C.    Nothing contained herein will confer upon any Eligible Employee the right to be retained in the service of the
Company or any subsidiary thereof nor limit the right of the Company or any subsidiary thereof to discharge or otherwise deal with any Eligible Employee without regard to the existence of the Plan. 
  

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 D.    The Plan shall at all times be entirely unfunded and no
provision shall at any time be made with respect to segregating assets of the Company or any subsidiary thereof for payment of any Bonuses hereunder. No Eligible Employee or any other person shall have any interest in any particular assets of the
Company or any subsidiary thereof by reason of the right to receive a Bonus under the Plan and any such Eligible Employee or any other person shall have only the rights of a general unsecured creditor of the Company or any subsidiary thereof with
respect to any rights under the Plan. 
  
 E.    This Plan shall be governed by the laws of the State of Kansas. 
  
 F.    This document sets forth the entire Plan with respect to the subject matter hereof and supersedes any prior
understanding or agreements relating thereto, oral or written. 
  
 G.    The headings contained in this Plan are for convenience only and shall not be used in the interpretation, construction or enforcement of any of the provisions of this Plan. 
  
 H.    In the event any provision of this
Plan shall be declared unenforceable by a court of competent jurisdiction, the provision shall be stricken herefrom and the remainder of this Plan shall remain binding on the parties hereto. In the event any provision of this Plan shall be so
declared unenforceable due to its scope or breadth, then the provision shall be narrowed to the scope or breadth permitted by law. 
  

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