form8k_body.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): January 27,
2009
PILGRIM'S
PRIDE CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware 1-9273 75-1285071
(State or Other
Jurisdiction (Commission (IRS
Employer
of
Incorporation) File
Number) Identification
No.)
4845 US Highway 271
N.
Pittsburg,
Texas 75686-0093
(Address of Principal
Executive
Offices) (ZIP
Code)
Registrant's
telephone number, including area code: (903) 434-1000
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
q Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
q Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
q
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
q
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Amended
and Restated Employment Agreement of Chief Executive Officer
As previously reported by
Pilgrim's Pride Corporation
(the "Company") on a Current Report on Form 8-K (the "Prior Form 8-K")
filed with the Securities and Exchange Commission on December 22, 2008, the
Company entered into an Employment Agreement with Don Jackson (the "Original
Employment Agreement") pursuant to which Dr. Jackson was appointed as the
Company's President and Chief Executive Officer, subject to the approval of the
Bankruptcy Court for the Northern District of Texas, Fort Worth Division (the
"Bankruptcy Court"). On January 27, 2009, the Company entered into an
Amended and Restated Employment Agreement with Dr. Jackson (the "Amended
Employment Agreement"). The Amended Employment Agreement was approved by the
Bankruptcy Court on January 27, 2009. The Amended Employment
Agreement amended and restated the Original Employment Agreement.
The Amended Employment Agreement
will expire on January 27, 2012. Under the Amended Employment
Agreement, Dr. Jackson will have an annual base salary of not less than
$1,500,000. Additionally, on January 27, 2009, Dr. Jackson was
granted an equity award of 3,085,656 shares of the Company's common stock
("Shares"), which vest upon confirmation of a plan of reorganization of the
Company that does not provide for a sale of a majority of the Company's and its
subsidiaries' assets, provided that a majority of the Company's assets have not
been sold under section 363 of chapter 11 of title 11 of the United States Code
("Plan of Reorganization"), if certain performance targets are
met. Dr. Jackson also received a bonus of $3,000,000 ("Sign on
Bonus"), which is subject to repayment on a pro-rata basis over a three year
period, as described below. Additionally, Dr. Jackson will be
entitled to receive up to $2,000,000 as a reorganization bonus ("Reorganization
Bonus") upon confirmation of a Plan of Reorganization. The amount of
the Reorganization Bonus will be determined based upon the Company achieving
certain performance targets. Dr. Jackson will be entitled to
participate in the Company's incentive, savings and retirement plans, practices
and programs generally applicable to other executive personnel of the
Company. Dr. Jackson will also be eligible to participate in all
group benefits plans and programs the Company has established or may establish
for its executive employees, including the Company's Executive Relocation Policy
and Repayment Agreement, which provides moving and other relocation related
expenses, including assistance selling a home and temporary housing; provided,
however, that any amounts under the Company's Executive Relocation Policy and
Repayment Agreement must be repaid if employment is terminated within one year
from the hire date.
If the
Amended Employment Agreement is terminated for "cause" by the Company during the
term of the Amended Employment Agreement, (1) Dr. Jackson will be paid or
receive all accrued but unpaid compensation and benefits, (2) any remaining
unforgiven amount of the Sign on Bonus will be immediately forgiven, and (3) the
unvested Shares would be forfeited.
If Dr.
Jackson terminates the Amended Employment Agreement without "good reason" during
the term of the Amended Employment Agreement, (1) Dr. Jackson will be paid or
receive all accrued but unpaid compensation and benefits, (2) Dr. Jackson will
be required to repay the Company any remaining unforgiven amount of the Sign on
Bonus, and (3) the unvested Shares would be forfeited.
If the
Amended Employment Agreement is terminated for death or "disability" or other
than for "cause" by the Company or with "good reason" by Dr. Jackson during the
term of the Amended Employment Agreement, (1) Dr. Jackson will receive all
accrued but unpaid compensation and benefits, and (2) any remaining unforgiven
amount of the Sign on Bonus will be immediately
forgiven. Additionally, if the Amended Employment Agreement is
terminated for death or "disability" or other than for "cause" by the Company or
with "good reason" by Dr. Jackson during the term of the Amended Employment
Agreement, but before confirmation of a Plan of Reorganization, if a Plan of
Reorganization is later confirmed Dr. Jackson will receive the Reorganization
Bonus and the Shares, free of all restrictions, to the extent the Company
achieves the required performance targets relating to the payment or vesting of
the Reorganization Bonus and the Shares.
The above
discussion is a summary of certain terms and conditions of the Amended
Employment Agreement and is qualified in its entirety by the terms and
conditions of the Amended Employment Agreement. For the complete
terms and conditions of the Amended Employment Agreement summarized in this
report, please refer to the Amended Employment Agreement attached hereto as
Exhibit 10.1, and incorporated by reference herein.
Management
Changes
As previously reported by the
Company on the Prior Form
8-K, Don Jackson was appointed as the Company's President and Chief Executive
Officer, subject to the approval of the Bankruptcy Court. The Board
also appointed Lonnie Ken Pilgrim, Chairman of the Board, to serve as interim
President of the Company until Dr. Jackson's appointment was approved by the
Bankruptcy Court.
As described above, the employment of
Dr. Jackson and the appointment of Dr. Jackson as the Company's President and
Chief Executive Officer were approved by the Bankruptcy Court on January 27,
2009. On January 28, 2009, the Board appointed Dr. Jackson as a
member of the Company’s Board of Directors, filling the vacancy left by the
resignation of J. Clinton Rivers, which was previously reported in the Prior Form
8-K. Dr. Jackson's business experience and other matters have been
previously reported by the Company in the Prior Form
8-K. On January 28, 2009, Lonnie Ken Pilgrim resigned as interim
President and Chairman of the Board. Lonnie Ken Pilgrim will continue
to serve as a member of the Company's Board of Directors and Lonnie “Bo” Pilgrim
will continue to serve as the Senior Chairman of the Board.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Amended and Restated Employment
Agreement dated January 27, 2009, between theCompany and Don Jackson.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
PILGRIM'S PRIDE
CORPORATION
Date: January
30,
2009 By: /s/ Richard A.
Cogdill
Richard A. Cogdill
Chief Financial Officer, Secretary and Treasurer
EXHIBIT
INDEX
Exhibit
Number Description
10.1 Amended and Restated Employment
Agreement dated January 27, 2009, between theCompany and Don
Jackson.