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Premium Standard Farms Inc/New, et al. – ‘S-4’ on 6/29/01 – EX-10.2

On:  Friday, 6/29/01, at 3:15pm ET   ·   Accession #:  950123-1-504009   ·   File #s:  333-64180, -01, -02, -03, -04

Previous ‘S-4’:  None   ·   Next & Latest:  ‘S-4/A’ on 8/10/01

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/29/01  Premium Standard Farms Inc/New    S-4                   49:2.3M                                   RR Donnelley/FA
          Lundy International Inc
          Premium Standard Farms of North Carolina Inc
          Lundy Packing Co/MO
          PSF Group Holdings Inc

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               170    804K 
                          Business-Combination Transaction                       
 2: EX-1.1      Placement Agreement                                   26     97K 
 3: EX-2.1      Articles of Merger                                     6     33K 
 4: EX-3.1.A    Certificate of Incorporation                          17     70K 
 5: EX-3.1.B    Certificate of Amendment                               2     17K 
14: EX-3.10     Restated By-Laws                                      20     80K 
 6: EX-3.2.A    Certificate of Incorporation                           2     19K 
 7: EX-3.2.B    Certificate of Correction                              1     16K 
 8: EX-3.4      Articles of Incorporation                              3     20K 
 9: EX-3.5      Certificate of Incorporation                           3     19K 
10: EX-3.6      Amended and Restated By-Laws                          22     88K 
11: EX-3.7      Amended and Restated By-Laws                          20     84K 
12: EX-3.8      Restated By-Laws                                      23     94K 
13: EX-3.9      Restated By-Laws                                      23     94K 
15: EX-4.1.A    Indenture                                            106    411K 
16: EX-4.1.B    Specimen Certificate                                  12     47K 
17: EX-4.2      Registration Rights Agreement                         21     82K 
18: EX-4.3.A    Credit Agreement                                      73    278K 
19: EX-4.3.B    First Amendment to Credit Agreement                   15     59K 
20: EX-4.3.C    Second Amendment to Credit Agreement                   8     41K 
21: EX-4.3.D    Third Amendment to Credit Agreement                    5     28K 
22: EX-4.3.E    Fourth Amendment to Credit Agreement                  27    102K 
23: EX-4.3.F    Fifth Amendment to Credit Agreement                   13     55K 
24: EX-4.3.G    Guaranty Agreement                                     7     39K 
25: EX-5.1      Opinion of Blackwell Sanders Peper Martin LLP          2     20K 
26: EX-10.1     1999 Equity Incentive Plan                            20     77K 
36: EX-10.10    Stock Purchase Agreement                              47    184K 
37: EX-10.11    Market Hog Contract Grower Agreement                   9     44K 
27: EX-10.2     Long-Term Incentive Plan                               9     32K 
28: EX-10.3     Executive Level Severance Plan                        13     54K 
29: EX-10.4     Vice President Level Severance Plan                   13     54K 
30: EX-10.5     Special Executive Retirement Plan                     16     69K 
31: EX-10.6.A   Premium Standard Farms Deferred Compensation Plan     17     71K 
32: EX-10.6.B   Amendment No.1 Psf Deferred Compensation Plan          2     17K 
33: EX-10.7     Consulting Agreememt                                   8     36K 
34: EX-10.8     Services Agreement                                    10     47K 
35: EX-10.9     Consulting Agreement                                   4     22K 
38: EX-12.1     Statement Re Computation of Ratio of Earnings          1     17K 
39: EX-21.1     Subsidiaries                                           1     14K 
40: EX-23.2     Consent of Arthur Andersen LLP                         1     14K 
41: EX-23.3     Consent of Kpmg LLP                                    1     14K 
42: EX-25.1     Form T-1                                              29     98K 
43: EX-25.2     Statement of Eligibility and Qualification on T-1     30    100K 
44: EX-99.1     Form of Letter                                         2     22K 
45: EX-99.2     Form of Letter of Transmittal                          9     42K 
46: EX-99.3     Form of Notice of Guaranteed Delivery                  4     24K 
47: EX-99.4     Form of Instructions                                   2     20K 
48: EX-99.5     Form of Letter to Clients                              2±    16K 
49: EX-99.6     Guidelines                                             4±    23K 


EX-10.2   —   Long-Term Incentive Plan

EX-10.21st Page of 9TOCTopPreviousNextBottomJust 1st
 

Exhibit 10.2 [PREMIUM STANDARD FARMS LOGO] PREMIUM STANDARD FARMS LONG TERM INCENTIVE PROGRAM APRIL 1998 - MARCH 2001
EX-10.22nd Page of 9TOC1stPreviousNextBottomJust 2nd
PREMIUM STANDARD FARMS LONG TERM INCENTIVE PLAN SUMMARY PURPOSE: Encourage Sustained Growth of Company Provide Key Executives with Capital Accumulation Opportunity Encourage Retention & Commitment of Key PSF Executives PERFORMANCE MEASURE: EBITDA PERFORMANCE PERIOD: 3 Years - 4/1/98 through 3/31/01 PERFORMANCE Targeted Earnings of $206M THRESHOLDS: ELIGIBILITY: Senior Managers of PSF who are Responsible for the Leadership & Accountability of the Long Term Growth and Earnings of PSF as determined by PSF Compensation Committee INCENTIVE POOL: 2.6% of Earnings over Incentive Threshold of $103M DISCRETIONARY AWARDS: 1.3% of Earnings over Discretionary Threshold of $103M PARTICIPANT AWARDS: Incentive Pool Award Determined at Plan Inception Discretionary Award Determined at end of Performance Period VESTING: 50% of Incentive Pool at end of 2nd Year (3/31/00) 50% of Incentive Pool at end of 3rd Year (3/31/01) 100% of Discretionary Pool at end of Performance Period (3/31/01) DEFERMENT: At end of Performance Period (3/31/01) Participants have Option to Defer into Deferred Compensation Plan (TBD) ADMINISTRATION: Compensation Committee of PSF shall be Responsible for the Administration & Interpretation of All Plan Provisions
EX-10.23rd Page of 9TOC1stPreviousNextBottomJust 3rd
PREMIUM STANDARD FARMS LONG TERM INCENTIVE PLAN [Download Table] Targeted Earnings $206,000,000 EBITDA Accrual Rate-Incentive Pool 2.6% Accrual Rate-Discretionary Pool 1.3% Targeted Pool Incentive $ 2,660,966 Discretionary $ 1,330,683 ------------ Total $ 3,991,250 Incentive Pool/ Thresholds Discretionary Pool $ 000 Cumulative 3 Years $ 103,000 Annualized $ 34,333 [Enlarge/Download Table] --------------------------------------------------------------------------------------------- POOL ACCRUAL AT 2.0% INCENTIVE POOL DISCRETIONARY TOTAL POOL MEMO: POOL AS % OF BASED ON EARNINGS OF: (000) POOL (000) (000) EARNINGS --------------------------------------------------------------------------------------------- $ 0M $0 $0 $0 0.0% 25M 0 0 0 0.0% 50M 0 0 0 0.0% 75M 0 0 0 0.0% 103M 0 0 0 0.0% 104M 26 13 39 .03% 125M 568 284 853 .7% 150M 1,214 607 1,821 1.2% 175M 1,860 930 2,790 1.6% 206M 2,661 1,331 3,991 1.9% 225M 3,152 1,576 4,728 2.1% 250M 3,798 1,899 5,696 2.3% 275M 4,443 2,222 6,665 2.4% 300M 5,089 2,545 7,634 2.5% 325M 5,735 2,868 8,603 2.6% 350M 6,381 3,191 9,571 2.7% 375M 7,027 3,514 10,540 2.8% 400M 7,673 3,837 11,509 2.9%
EX-10.24th Page of 9TOC1stPreviousNextBottomJust 4th
PREMIUM STANDARD FARMS PLAN DESCRIPTION - The Long Term Incentive Program is proposed for selected Premium Standard Farms executives, effective April 1, 1998 through March 31, 2001. - The new program will encourage the long-term growth of Premium Standard Farms. - The performance focus in the new plan relates to the performance executives can best influence and control; i.e., the Executive's long-term reward opportunity is exclusively based on the earnings growth of the Company. - The size of the long-term reward opportunity has been designed to be competitive with long-term plans offered by both public and private companies. - The Plan has been designed to maximize business teamwork ("I only win if my business wins") while still providing an opportunity for strong individual efforts to be recognized and specifically rewarded. - Finally, the Plan has been designed to require long-term executive commitment as a condition to receiving the substantial long-term opportunity the Plan offers. - The Performance Thresholds in the Plan have been designed so that: - Some benefits can be earned for performing above a relatively low threshold (generally one half of expected performance). - Market competitive rewards, however, will not be available unless reasonably expected performance objectives are achieved over the course of the long-term performance period. - Superior benefits can be earned by exceeding the performance expectations. - The chart at the beginning of this booklet illustrates the new long-term model for Premium Standard Farms. - The Incentive Pool rewards the management team as a whole for exceeding their earnings threshold over the performance period. - The Discretionary Pool is a supplemental pool designed to reward individual members of the management team based upon their individual performance during the performance period.
EX-10.25th Page of 9TOC1stPreviousNextBottomJust 5th
PURPOSE OF THE NEW LONG TERM PROGRAM - Provide key executives a capital accumulation opportunity. - Provide market competitive long-term incentive rewards for attaining performance objectives, i.e., the long-term earnings growth of the Company. - Encourage the retention and commitment of key executives. WHO IS ELIGIBLE TO PARTICIPATE IN THE NEW PROGRAM? - The senior management charged with the leadership and accountability for long-term earnings growth. Executives will be selected for participation in the program by the Premium Standard Farms Compensation Committee. PERFORMANCE MEASURE AND PERFORMANCE PERIOD - The Long Term Incentive Plan will use one performance measure "EBITDA" and will have a three-year performance period (FY 1998-2001). - "EBITDA" as a performance measure will consist of the cumulative performance period earnings for the Company as a whole. - The use of a multi-year cumulative measure will moderate the impact of volatile earnings over the course of the cycles of our business. - "EBITDA" as a performance measure will include both operating and non-operating earnings (before tax depreciation and amortization) and will be determined after accruing for the cost of this long-term plan (post-accrual earnings).
EX-10.26th Page of 9TOC1stPreviousNextBottomJust 6th
FUNDING THE LT BONUS POOLS/PERFORMANCE OBJECTIVES - Average Annual Earnings (EBITDA) Expectation - The Premium Standard Farms Compensation Committee established a reasonable Average Annual EBITDA Expectation for the succeeding 3 years. - The objective was to establish an expectation for the Company that was reasonably assessed at a 75% chance to attain based upon presently available resources. - Incentive Pool Earnings Threshold - The Incentive Pool Threshold is set generally at 1/2 of the EBITDA Expectation. - Discretionary Pool Earnings Threshold - The Discretionary Pool Threshold is set generally at 1/2 of the EBITDA Expectation. FUNDING THE LT BONUS POOLS/PERFORMANCE OBJECTIVES - Long Term Profit-Sharing PercentAGE - This percentage has been determined at a level that will yield a market competitive long-term incentive fund for the eligible executives assuming earnings expectations are attained, and will provide substantial pay leverage for exceeding or falling short of that expectation. - Modifying the Earnings Expectation and Thresholds during the Performance Period - Generally, the Earnings Expectation and Thresholds are expected to remain in place for the full performance period without modification. - However, modifications will be made where there are major capital changes: - A major capital infusion will generally result in an increase in the Earnings Expectation and Thresholds. - A major withdrawal of capital from the Company (e.g., a sale of a business segment without reinvesting the sales proceeds in Premium Standard Farms will generally result in a decrease in the Earnings Expectation and Thresholds.
EX-10.27th Page of 9TOC1stPreviousNextBottomJust 7th
- The Compensation Committee of the Board of Directors reserves the right to modify either the earnings expectation or thresholds in the event of an unforeseen and extraordinary event. INCENTIVE POOL - Each eligible executive is granted a percentage of the Incentive Pool. - This percentage interest is generally granted at the beginning of the performance period. - Some percentage interests were reserved for subsequent grants to newly eligible executives (e.g., newly hired or promoted executives). - Percentage interest of the original pool participants may be reduced if pool reserves are insufficient for subsequent grants to newly eligible executives. Such reduced percentage interest, however, will not reduce the original participant's bonus opportunity because corresponding positive adjustments will be made to the pool's LT Profit-Sharing Percentage. - The Value of an Incentive Pool equals: - Actual Earnings for the performance period IN EXCESS OF - Incentive Pool Earnings Threshold MULTIPLIED BY - LT Profit-Sharing Percentage - The Value of an eligible Executive's Incentive Pool Interest equals: - The Incentive Pool Value as determined above MULTIPLIED BY - The Executive's percentage interest in the Incentive Pool DISCRETIONARY POOL - The Program will have a pool to fund discretionary, performance based, individual bonus amounts.
EX-10.28th Page of 9TOC1stPreviousNextBottomJust 8th
- Unlike the Incentive Pool, executives do not receive a percentage interest in the Discretionary Pool at the beginning of the period. Allocation of this pool will be made after FY2001 on a discretionary basis taking into account individual performance during the period. - The Value of the Discretionary Pool equals: - Actual Earnings for the Performance Period IN EXCESS OF - Discretionary Pool Earnings Threshold MULTIPLIED BY - LT Profit-Sharing Percentage - The Value of an Executive's interest in the Discretionary Pool equals: - A portion of the Discretionary Pool value based upon an assessment by the CEO and Compensation Committee of an Executive's individual performance during the performance period. - An executive might receive the same percentage interest in the Discretionary Pool as he has in the Incentive Pool, or he might receive more, less, or none. The allocation is totally at the discretion of the CEO and Compensation Committee. VESTING AND CASH-OUT OF INCENTIVE POOL - The payout of an Executive's interest in an Incentive Pool will be fully distributed in cash shortly after the end of the performance period (FY2001). - Vesting of an Executive's Incentive Pool interest is based on continued employment with Premium Standard Farms: - 50% of Incentive Pool at end of 2nd Year (3/31/00) - 50% of Incentive Pool at end of 3rd Year (3/31/01) - 100% of Discretionary Pool at end of Performance Period (3/31/01)
EX-10.2Last Page of 9TOC1stPreviousNextBottomJust 9th
- Full vesting rights are accorded executives who leave the Company due to death, disability or at normal retirement age during the performance period. - Transfers to Continental Grain Company during the performance period: - Retention of a pro-rata interest in the Premium Standard Farms Pool - Grant of a pro-rata interest in the new business unit's Pool - Special vesting and funding rules apply if the Company is sold or in the event of an initial public offering (IPO) during the performance period.* VESTING AND CASH-OUT OF DISCRETIONARY POOL - An Executive's interest in the Discretionary Pool is determined after the end of the performance period. - Payout of an Executive's interest in the Discretionary Pool, if any, will occur the same date as Incentive Pool payout. - Vesting of an Executive's Discretionary Pool interest is based on current active employment with the Company on the payout date. - Full vesting rights are accorded an executive who leaves the Company during the performance period due to death, disability or at normal retirement age. - Special vesting and funding rules apply if the Company is sold or in the event of an IPO during the performance period.* ADMINISTRATION OF LONG TERM INCENTIVE PLANS - The Compensation Committee of the Board of Directors shall approve the administration of the Long Term Incentive Plan. - The Committee shall have sole responsibility for the interpretation of all plan requirements and the payment of plan benefits. * To be determined by the Premium Standard Farms Compensation Committee

Dates Referenced Herein

Referenced-On Page
This ‘S-4’ Filing    Date First  Last      Other Filings
Filed on:6/29/01None on these Dates
3/31/014
4/1/984
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