(to be renamed SWIFT & COMPANY)
/s/ Dwight J. Goslee
By: Dwight J. Goslee
Title: President
EXHIBIT A
Bonus Terms
The Bonus that the Executive is eligible to receive each year under
Section 2(b)(ii) of this Agreement shall be comprised 80% of an "EBITDA Target
Bonus" and 20% of an "MBO Bonus." The total annual bonus potential of Executive
shall be no less than 50% of the Executive's Annual Base Salary.
1. EBITDA Target Bonus
For the first fiscal year of the Company during the Employment Period the
Executive's EBITDA Target Bonus shall be calculated as follows:
EBITDA Target
EBITDA Target EBITDA Target (a) (b)
Bonus % (b)
Bonus Amount
$275,000,000
100 %
$ 100,000
$245,000,000
90 %
$ 90,000
$235,000,000
80 %
$ 80,000
$220,000,000
70 %
$ 70,000
Less than $220 Million
0
0
(a)
For each fiscal year of the Company after the expiration of the first
fiscal year of the Company during the Employment Period, the Board of Directors
of the Company shall make an annual determination of the Company's EBITDA
Target. Such determination shall be made in good faith with a reasonable basis
and shall be consistent with the methodology used to establish the EBITDA Target
in the Company's annual budget. In no event shall the EBITDA Target exceed the
prior year's EBITDA Target by more than 10%.
"EBITDA" shall be defined as the Company's earnings before interest, taxes,
depreciation, and amortization. EBITDA amounts shall be reduced by the
applicable performance bonus amounts payable to the Executive and other members
of the Company's management team.
The EBITDA Target shall be subject to proration if the first fiscal year of
the Company is less than 12 months from the commencement of the Employment
Period or for any subsequent partial fiscal years. In addition, the EBITDA
Target shall be appropriately adjusted by the Board of Directors of the Company
to reflect any divestitures of any divisions or material assets during any
fiscal year.
Exhibit A-1
For each fiscal year (a "Subject Year") of the Company after the expiration
of the first fiscal year of the Company during the Employment Period, the
percentage of the EBITDA Target Bonus payable to the Executive ("EBITDA Target
Bonus Percentage") shall be equal to the percentage of the EBIDTA Target
achieved by the Company during such Subject Year; provided, however, that no
EBITDA Target Bonus shall be payable if the actual EBIDTA for such Subject Year
is less than 70% of the EBITDA Target. The determination of whether the Company
achieved the EBITDA Target shall be made in accordance with generally accepted
accounting principles consistently applied by the independent certified public
accountants of the Company, whose determination shall be final and binding.
(b)
The Executive and the Board of Directors of the Company shall negotiate
in good faith appropriate "stretch" Bonus amounts payable upon achievement of
EBITDA amounts in excess of 100% of the EBITDA Target.
2.
MBO Bonus
The Executive's maximum MBO Bonus shall be based upon achievement of