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Employment Agreement

 

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Title:

Employment Agreement

Entities:

National Beef Packing Co LLC

Date:

2003

Size:

Preview shows 8KB of 46KB total

Price:

$44

ID:

#1653714

 

 

► Employment ► Employment Agreements

 

 

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EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this ?Agreement?) dated as of the 6th day of August, 2003, is made by and between National Beef Packing Company, LLC, a Delaware limited liability company (?National Beef?), and John R. Miller (?Executive?).

 

WHEREAS, Executive has been employed by Farmland National Beef Packing, L.P., a Delaware limited partnership and a predecessor of National Beef (?Farmland L.P.?), pursuant to an employment agreement dated as of May 25, 2000, as amended (the ?Prior Agreement?);

 

WHEREAS, Executive and certain of his affiliates are members of National Beef and have executed, in their capacities as members, the Limited Liability Company Agreement of National Beef dated as of the date hereof (the ?LLC Agreement?), which LLC Agreement contains certain rights and obligations of National Beef and Executive relating to Executive?s ownership of membership interests in National Beef;

 

WHEREAS, Executive and National Beef are parties to a Deferred Equity Incentive Compensation Agreement dated as of the date hereof (the ?Deferred Equity Incentive Compensation Agreement?), pursuant to which Executive will be issued as deferred compensation additional membership interests in National Beef on the terms and upon the occurrence of the events specified therein in lieu of accrued but unpaid bonuses which upon the occurrence of certain events would be owed to Executive pursuant to the Prior Agreement; and

 

WHEREAS, National Beef desires to employ Executive and Executive desires to be employed by National Beef, and National Beef and Executive desire to terminate the Prior Agreement and supersede it, in its entirety, with this Agreement and the Deferred Equity Incentive Compensation Agreement;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. Employment. Subject to the terms and conditions herein, National Beef will employ Executive, and Executive will be employed by National Beef, hereunder as the Chief Executive Officer (?CEO?) of National Beef, from the date hereof (the ?Effective Date?) until and including the earlier of: (a) the last day of the fiscal year ending on or about August 30, 2008, or such later date as the parties may agree (the ?Expiration Date?); or (b) the date such employment shall otherwise have been terminated in accordance with Section 4 (the ?Termination Date?): (the period from the Effective Date until the earlier of the Expiration Date or the Termination Date being sometimes referred to herein as the ?Term?). The occurrence of either the Expiration Date or the Termination Date and the resulting discontinuation of Executive?s services to National Beef hereunder shall not affect the rights and obligations of Executive or any of his affiliates pursuant to the LLC Agreement or the Deferred Equity Incentive Compensation Agreement except as may be otherwise expressly set forth in this Agreement, the Deferred Equity Incentive Compensation Agreement or the LLC Agreement.


2. Location of Employment. Executive?s principal places of employment shall be at the principal executive offices of National Beef located in Kansas City, Missouri, and the offices of Executive in Utah. Executive will typically spend a minimum of one day per week in the Kansas City office.

 

3. Compensation.

 

a. Annual Salary. Executive shall be paid by National Beef a salary at the annual rate of $900,000 for each 12-month period during the Term, pro-rated for any portion thereof, payable in substantially equal monthly installments on or before the last day of each monthly period with respect to each such period, less normal withholdings.

 

b. Quarterly Bonus. For each full fiscal quarter of National Beef commencing on the first day of the fiscal year beginning on or about August 31, 2003 and continuing through the fiscal year ending on or about August 30, 2008, Executive shall, if he is employed by National Beef hereunder as of the last day of each such fiscal quarter or as otherwise described herein, be paid by National Beef a quarterly bonus (a ?Quarterly Bonus?) equal to $75,000 each fiscal quarter; provided, however, that if National Beef is prohibited during the first thirty (30) days following the last day of any fiscal quarter from making a ?Restricted Payment? of at least $1.00 pursuant to the Indenture governing National Beef?s Senior Notes due 2011 (after giving effect to all such Restricted Payments made prior thereto during such thirty (30) day period), National Beef shall instead (a) pay the Executive $36,000 of such Quarterly Bonus with respect to such fiscal quarter, and (b) pay the Executive the balance, without interest, of such Quarterly Bonus with respect to such Fiscal Quarter at the earliest possible date on which National Beef is permitted to make such a Restricted Payment in the amount of at least $1.00. Any Quarterly Bonus payable with respect to a fiscal quarter shall be payable, less normal withholdings, on or before the date (the ?Quarterly Bonus Date?) that is thirty (30) days following the end of such fiscal quarter, except to the extent deferred and payable as provided in clause (b) to the proviso to the immediately preceding sentence.


 

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