x
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ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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|||||
For the transition period
from
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to
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Delaware
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75-1285071
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(State or other jurisdiction
of
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(I.R.S. Employer Identification
No.)
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incorporation or
organization)
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4845 US Hwy 271
North
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Pittsburg,
Texas
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75686-0093
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(Address of principal executive
offices)
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(Zip
code)
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Registrant’s telephone number,
including area code: (903)
434-1000
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Securities registered pursuant to
Section 12(b) of the Act: None
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Securities registered pursuant to
Section 12(g) of the Act: Common Stock, Par Value
$0.01
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PART
III
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ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
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1
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ITEM
11. EXECUTIVE COMPENSATION
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3
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ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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16
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ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
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18
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ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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19
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PART
IV
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ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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20
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SIGNATURE
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27
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Compensation Committee
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Lonnie
“Bo” Pilgrim
Lonnie
Ken Pilgrim
Vance
C. Miller, Sr.
James
G. Vetter, Jr.
Blake
D. Lovette
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|
Compensation
Subcommittee
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Charles
L. Black
Vance
C. Miller, Sr.
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·
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for
a lump sum severance payment that
includes
|
o
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the
Executive's target annual bonus for the fiscal year in which the
termination occurs, prorated through the date of termination,
and
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o
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an
amount based on the sum of the Executive's annual base salary and target
annual bonus multiplied by 3.0 in the case of Mr. Pilgrim and 2.5 in the
case of Mr. Cogdill;
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·
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that
the Executives may be entitled to receive a tax gross-up payment to
compensate them for specified excise taxes, if any, imposed on the
severance payment; and
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·
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that
any stock options and other equity awards held by the Executives will
become fully vested and
exercisable.
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Name
and Principal Position
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Fiscal
Year
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Salary
($) (1)
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Bonus
($)
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Non-Equity
Incentive
Plan
Compensation
($)
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Nonqualified
Deferred Compensation Earnings
($)
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All
Other Compensation
($) (2)
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Total
($)
|
Lonnie
“Bo” Pilgrim
Senior Chairman of
theBoard
|
2008
|
1,498,398
|
-0-
|
-0-
|
-0-
|
570,399
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2,068,797
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2007
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1,415,899
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390,118
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484,052
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-0-
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926,474
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3,216,543
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Lonnie
Ken Pilgrim
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2008
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496,326
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-0-
|
-0-
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278
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47,473
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544,077
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Chairman of the
Board
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2007
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308,827
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85,090
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105,578
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473
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88,919
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588,887
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J.
Clinton Rivers(3)
Former President andChief
Executive Officer
|
2008
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907,491
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-0-
|
-0-
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(135,857)
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26,505
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798,139
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2007
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669,125
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184,362
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228,753
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78,569
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4,842
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1,165,651
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Richard
A. Cogdill
Chief Financial
Officer,
Secretary and
Treasurer
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2008
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797,491
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-0-
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-0-
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(156,358)
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35,763
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676,896
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2007
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669,125
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184,362
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228,753
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100,130
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18,687
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1,201,057
|
|
Robert
A. Wright(4)
Former Chief
Operating
Officer
|
2008
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547,776
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-0-
|
-0-
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(342,967)
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25,050
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229,859
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Clifford
E. Butler(5)
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2008
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137,183
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-0-
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-0-
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391
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5,692
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143,266
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Former Vice
Chairman
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2007
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434,725
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49,779
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148,619
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917
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17,388
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721,428
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of the Board
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|||||||
O.B.
Goolsby, Jr.
(6)
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2008
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309,144
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-0-
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-0-
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(1,345)
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23,233
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331,032
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Former President
and
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2007
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875,010
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241,088
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299,139
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123,186
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48,508
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1,586,931
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Chief Executive
Officer
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|||||||
(Deceased)
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(1)
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The
amounts disclosed in the “Salary” column include amounts deferred under
the Deferred Compensation Plan as disclosed in the Nonqualified Deferred
Compensation Table.
|
2)
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The
“All Other Compensation” column includes the following items of
compensation:
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a.
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Personal
use of corporate aircraft by the named individual: Lonnie “Bo”
Pilgrim, $84,899, Lonnie Ken Pilgrim, $43,475 and Clifford E. Butler
$1,394. During fiscal 2008, we owned and operated airplanes to
facilitate business travel of certain of our employees in as safe a manner
as possible with the best use of their time. Certain of the
named executive officers use the corporate aircraft for business travel
and on a limited basis for personal travel. The value of personal aircraft
usage reported above is based on the direct operating cost to us. The
methodology calculates our incremental cost based on the average weighted
cost of fuel, aircraft maintenance, landing fees, trip-related hangar and
parking costs, and smaller variable costs. Since the corporate aircraft is
used primarily for business travel, the methodology excludes fixed costs,
which do not change based on usage, such as pilots’ and other employees’
salaries, purchase cost of the aircraft and non-trip related hangar
expenses. On certain occasions, an employee’s spouse or other family
member may accompany the employee on a flight. No additional direct
operating cost is incurred in such situations under the foregoing
methodology.
|
|
b.
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Our
contributions to the named individual under our Employee Stock Investment
Plan in the following amounts: Lonnie “Bo” Pilgrim, $0; Lonnie
Ken Pilgrim, $0; J. Clinton Rivers, $19,144; Richard A. Cogdill, $30,253;
Robert A. Wright, $20,226; Clifford E. Butler, $2,300 and O.B. Goolsby,
Jr., $21,128.
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|
c.
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Our
contributions to the named individual under our 401(k) Salary Deferral
Plan in the following amounts: Lonnie “Bo” Pilgrim, $0; Lonnie Ken
Pilgrim, $2,623; J. Clinton Rivers, $3,926; Richard A. Cogdill, $3,410;
Robert A. Wright, $2,782; Clifford E. Butler, $130 and O.B. Goolsby, Jr.,
$91.
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d.
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Section
79 income to the named individual due to group term life insurance in the
following amounts: Lonnie “Bo” Pilgrim, $4,865; Lonnie Ken Pilgrim,
$1,035; J. Clinton Rivers, $2,254; Richard A. Cogdill, $1,209; Robert A.
Wright, $1,194; Clifford E. Butler, $1,612 and O.B. Goolsby, Jr.,
$1,546.
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|
e.
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The
Company reimburses employees for a portion of their long term disability
premium cost. The named individual reimbursements for a portion their long
term disability premium cost in the following amounts: Lonnie “Bo”
Pilgrim, $850; Lonnie Ken Pilgrim, $69; J. Clinton Rivers, $1,182; Richard
A. Cogdill, $890; Robert A. Wright, $847; Clifford E. Butler, $255 and
O.B. Goolsby, Jr., $469.
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f.
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Certain
members of the family of Lonnie “Bo” Pilgrim are employed by us,
including: his son, Pat Pilgrim, and his daughter, Greta Pilgrim-Owens,
who received total compensation for fiscal 2008 of $220,281 and $227,669,
respectively.
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(3)
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Mr.
Rivers was appointed President and Chief Executive Officer on March 4,
2008. In connection with our reorganization process, Mr. Rivers resigned
from the Company on December 16,
2008.
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(4)
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Mr.
Wright was appointed Chief Operating Officer on March 26, 2008. in
connection with our reorganization process, Mr. Rivers resigned from the
Company on December 16, 2008.
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(5)
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Mr.
Butler retired from his position as Vice Chairman on December 31,
2007. Pursuant to a Retirement and Consulting Agreement, dated
October 10, 2007, between Mr. Butler and the Company, Mr. Butler will
continue to provide consulting services to the Company through December
31, 2010.
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(6)
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Mr.
Goolsby passed away on December 17,
2007.
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Name
|
Executive
Contributions
in
Last Fiscal Year
($) (1)
|
Registrant
Contributions in
Last
Fiscal Year
($)
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Aggregate
Earnings
in Last Fiscal Year
($) (2)
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Aggregate
Withdrawals/
Distributions
($)
|
Aggregate Balance at
Last Fiscal Year-End
($)
|
Lonnie
“Bo” Pilgrim
Senior Chairman of
theBoard
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
Lonnie
Ken Pilgrim
Chairman of the
Board
|
-0-
|
-0-
|
278
|
-0-
|
11,156
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J.
Clinton Rivers
President and ChiefExecutive
Officer
|
246,171
|
-0-
|
(135,857)
|
-0-
|
592,989
|
Richard
A. Cogdill
Chief Financial
Officer,
Secretary and
Treasurer
|
144,898
|
-0-
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(156,358)
|
79,416
|
584,277
|
Robert
A. Wright
Chief Operating
Officer
|
14,611
|
-0-
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(342,967)
|
505,692
|
763,597
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Clifford
E. Butler
Former Vice Chairman
of the Board
|
-0-
|
-0-
|
391
|
21,758
|
-0-
|
O.B.
Goolsby,
Jr.
Former President
and Chief Executive
Officer (Deceased)
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36,589
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-0-
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(1,345)
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700,565
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-0-
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(1)
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The
amounts disclosed in this column are included in the amounts reported in
the “Salary” column for each of the named executive officers in the
Summary Compensation Table.
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(2)
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The
amounts disclosed in this column represent earnings on invested funds in
each individual Deferred Compensation Plan
account.
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Name
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Fees Earned or
Paid in Cash
($)
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Non-Equity
Incentive Plan Compensation
($)
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All
Other
Compensation
($)
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Total
($)
|
Charles
L. Black
|
70,000
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-0-
|
-0-
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70,000
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Linda
Chavez
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122,000
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-0-
|
-0-
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122,000
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S.
Key Coker
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76,000
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-0-
|
-0-
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76,000
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Keith
W. Hughes
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128,000
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-0-
|
-0-
|
128,000
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Blake
D. Lovette
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76,000
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-0-
|
132,350(1)
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208,350
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Vance
C. Miller
|
128,000
|
-0-
|
-0-
|
128,000
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James
G. Vetter
|
68,000
|
-0-
|
-0-
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68,000
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Donald
L. Wass
|
70,000
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-0-
|
-0-
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70,000
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(1)
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This
amount represents compensation paid by the Company to Blake Lovette’s
son-in-law, Ted Lankford, our Complex Manager at Athens, AL, who was paid
total compensation of $132,350 in fiscal year
2008.
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Name
of Beneficial Owner
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Amount
and Nature
Of
Beneficial
Ownership
of
Common Stock
|
Percent
of Outstanding Common
Stock
|
Percent
of
Voting Power
|
Pilgrim
Interests, Ltd.(a)
|
22,118,077
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29.9%
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62.3%
|
4845
U.S. Highway 271 N.
|
|||
Pittsburg,
Texas 75686
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|||
Lonnie
“Bo” Pilgrim(a)(b)(c)(d)
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25,351,225
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34.2%
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62.3%
|
4845
U.S. Highway 271 N.
|
|||
Pittsburg,
Texas 75686
|
|||
Lonnie
Ken Pilgrim(a)(b)(c)(d)
|
22,878,898
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30.9%
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62.3%
|
4845
U.S. Highway 271 N.
|
|||
Pittsburg,
Texas 75686
|
|||
M&G
Investment Management Limited
(e)
|
7,513,690
|
10.15%
|
1.32%
|
Governor's
House
|
|||
Laurence
Pountney Hill
|
|||
London,
EC4R OHH-United Kingdom
|
|||
Eastbourne
Capital Management, L.L.C.
(f)
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4,593,207
|
6.20%
|
*
|
1101
Fifth Avenue, Suite 370
|
|||
San
Rafael, California 94901
|
|||
Richard
A. Cogdill(c)
|
48,241
|
*
|
*
|
J.
Clinton Rivers(c)
|
21,195
|
*
|
*
|
Robert
A. Wright(c)
|
16,136
|
*
|
*
|
Charles
L.
Black
|
500
|
*
|
*
|
Linda
Chavez
|
--
|
--
|
--
|
S.
Key
Coker
|
--
|
--
|
--
|
Keith
W.
Hughes
|
1,000
|
*
|
*
|
Blake
D.
Lovette
|
--
|
--
|
--
|
Vance
C. Miller,
Sr.
|
2,000
|
*
|
*
|
James
G. Vetter,
Jr.
|
3,425
|
*
|
*
|
Donald
L. Wass,
Ph.D
|
450
|
*
|
*
|
All
executive officers and Directors
as
a group (14 persons)(a)
|
26,023,805
|
35.1%
|
62.3%
|
|
(a)
|
Pilgrim
Interests, Ltd., Lonnie “Bo” Pilgrim and Lonnie Ken Pilgrim own or control
22,118,077 (29.9%), 25,351,225 (34.2%) and 22,878,898 (30.9%) shares of
our common stock, which represents 77.98%, 89.22% and 80.59%,
respectively, of the voting power of our common stock. However,
pursuant to a Voting Agreement, dated as of November 18, 2003, by and
between Pilgrim Interests, Ltd., Pilgrim Family Trust I, Pilgrim Family
Trust II, PFCP, Ltd., Lonnie Jaggers Pilgrim Minority Trust, Greta Gail
Pilgrim Minority Trust, Lonnie A. Pilgrim, Patricia R. Pilgrim, Lonnie K.
Pilgrim and Donna G. Pilgrim and the Company, whenever these stockholders
directly or indirectly own or control (of record or beneficially) shares
of our common stock that would provide for more than 62.25% of the
Company’s Total Voting Power they will vote their shares in excess of that
percentage of the Total Voting Power in the same proportion as the votes
cast by all other holders of our common stock. Total Voting
Power means the total number of votes that may be cast in the election of
Directors in respect of our common stock at any meeting of stockholders if
all common stock of the Company entitled to vote thereat was represented
and voted to the fullest extent possible at such
meeting.
|
|
(b)
|
Includes
22,118,077 shares of common stock held of record by Pilgrim Interests,
Ltd., a limited partnership formed by Lonnie “Bo” Pilgrim’s family, 68,013
shares of common stock held of record by PFCP, Ltd., another limited
partnership formed by Lonnie “Bo” Pilgrim’s family, 90,580 shares of
common stock held of record by Pilgrim Family Trust I, an irrevocable
trust for the benefit of Lonnie “Bo” Pilgrim’s surviving spouse and
children, of which Lonnie Ken Pilgrim, an officer and Director of the
Company and the son of Lonnie “Bo” Pilgrim, and Patricia R. Pilgrim,
Lonnie “Bo” Pilgrim’s wife, are co-trustees, and 90,579 shares of common
stock held of record by Pilgrim Family Trust II, an irrevocable trust for
the benefit of Lonnie “Bo” Pilgrim and his children, of which Lonnie “Bo”
Pilgrim and Lonnie Ken Pilgrim are co-trustees. Pilgrim
Interests, Ltd. is a limited partnership formed by Mr. Pilgrim’s family of
which the managing general partner is the Lonnie A. Pilgrim 1998 Revocable
Trust and the other general partner is Lonnie Ken Pilgrim and the limited
partners are Lonnie “Bo” Pilgrim, The Lonnie A. “Bo” Pilgrim Endowment
Fund, The Lonnie Ken Pilgrim Issue Trust, The Greta Pilgrim Owens Issue
Trust and The Pat Pilgrim Issue Trust. PFCP, Ltd. is a limited
partnership formed by Mr. Pilgrim’s family of which the managing general
partner is the Lonnie A. Pilgrim 1998 Revocable Trust and the other
general partner is Lonnie Ken Pilgrim, the class A limited partners are
Lonnie “Bo” Pilgrim and Patricia R. Pilgrim and the class B limited
partners are Lonnie “Bo” Pilgrim, Patricia R. Pilgrim and Lonnie Ken
Pilgrim. The agreement establishing the Lonnie A. Pilgrim 1998
Revocable Trust provides that Lonnie “Bo” Pilgrim is the sole trustee
during his life and, after his death, the trustee shall be a board of
trustees currently comprised of Patricia R. Pilgrim and Lonnie Ken Pilgrim
and S. Key Coker, Charles Black and Donald Wass, except for Patricia R.
Pilgrim, all of which are Directors of the Company. The agreement
establishing the Lonnie A. Pilgrim 1998 Revocable Trust provides that
Lonnie “Bo” Pilgrim as the sole trustee shall have sole voting and
dispositive power over the shares of common stock and, after his death,
most voting matters require a majority vote of the board of trustees
except the direct or indirect sale of the shares of common stock requires
a unanimous vote of the board of trustees. Additionally,
Pilgrim Interests, Ltd. and PFCP, Ltd. have entered into a Voting
Agreement, which may be terminated at any time by the unanimous action of
Lonnie “Bo” Pilgrim, acting in his individual capacity and as trustee of
the Lonnie A. Pilgrim 1998 Revocable Trust (acting as managing general
partner of Pilgrim Interests, Ltd. and PFCP, Ltd.), Patricia R. Pilgrim
and Lonnie Ken Pilgrim which provides that Lonnie Ken Pilgrim, Greta
Pilgrim Owens, the daughter of Lonnie “Bo” Pilgrim, S. Key Coker, Charles
L. Black and Donald L. Wass (the “Voting Representatives”) shall have the
sole power to vote the shares of common stock owned by Pilgrim Interests,
Ltd. and PFCP, Ltd. All voting decisions require a majority of
the Voting Representatives except that (i) the sale of substantially all
of the assets of the Company, (ii) the sale or liquidation of the Company,
or (iii) the merger of the Company requires a unanimous vote of the Voting
Representatives. All other decisions regarding common stock
held by Pilgrim Interests, Ltd. and PFCP, Ltd. will be made by the Lonnie
A. Pilgrim 1998 Revocable Trust. Each of Lonnie “Bo” Pilgrim
and Lonnie Ken Pilgrim disclaim beneficial ownership of our common stock
held, except to the extent of their actual pecuniary interest
therein.
|
(c)
|
Includes
shares held in trust by our 401(k) Salary Deferral Plan. The
security ownership information for Mr. Rivers and Mr. Wright is as of
December 16, 2008, the date they resigned their positions as officers of
the Company.
|
(d)
|
Includes
13,697 shares of common stock held by his wife. Also includes
53,510 shares of common stock held in two irrevocable trusts dated
December 15, 1994 and October 31, 1989, of which Lonnie Ken Pilgrim is a
co-trustee for the benefit of his children. Lonnie Ken Pilgrim
disclaims any beneficial interest in the foregoing
shares.
|
(e) | Based on Schedule 13G filed by the named beneficial owner on October 20, 2008. |
(f)
*
|
Based
on Schedule 13G filed by the named beneficial owner on February 12,
2008.
Less than
1%.
|
|
•
|
a recommendation by the Chief
Financial Officer (or designee) as to whether the Audit Committee should
approve the request or application;
and
|
•
|
a joint statement of the Chief
Financial Officer (or designee) and the independent registered public
accounting firm as to whether, in their view, the request or application
is consistent with the SEC’s regulations and the requirements for auditor
independence of the Public Company Accounting Oversight Board.
|
|
•
|
pre-approve any services proposed
to be provided by the independent registered public accounting firm and
not already pre-approved or prohibited by this
policy;
|
|
•
|
increase any authorized fee limit
for pre-approved services (but not by more than 30% of the initial amount
that was pre-approved) before we or our subsidiaries engage the auditors
to perform services for any amount in excess of the fee limit;
and
|
|
•
|
investigate further the scope,
necessity or advisability of any services as to which pre-approval is
sought.
|
2.1
|
Agreement
and Plan of Reorganization dated September 15, 1986, by and among
Pilgrim’s Pride Corporation, a Texas corporation; Pilgrim’s Pride
Corporation, a Delaware corporation; and Doris Pilgrim Julian, Aubrey Hal
Pilgrim, Paulette Pilgrim Rolston, Evanne Pilgrim, Lonnie “Bo” Pilgrim,
Lonnie Ken Pilgrim, Greta Pilgrim Owens and Patrick Wayne Pilgrim
(incorporated by reference from Exhibit 2.1 to the Company’s Registration
Statement on Form S-1 (No. 33-8805) effective November 14,
1986).
|
|
2.2
|
Agreement
and Plan of Merger dated September 27, 2000 (incorporated by reference
from Exhibit 2 of WLR Foods, Inc.’s Current Report on Form 8-K
(No. 000-17060) dated September 28, 2000).
|
|
2.3
|
Agreement
and Plan of Merger dated as of December 3, 2006, by and among the Company,
Protein Acquisition Corporation, a wholly owned subsidiary of the Company,
and Gold Kist Inc. (incorporated by reference from Exhibit 99.(D)(1) to
Amendment No. 11 to the Company’s Tender Offer Statement on Schedule TO
filed on December 5, 2006).
|
|
3.1
|
Certificate
of Incorporation of the Company, as amended (incorporated by reference
from Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the year
ended October 2, 2004).
|
|
3.2
|
Amended and Restated Bylaws of
Pilgrim's Pride Corporation (incorporated by reference from Exhibit
3.1 of the Company’s Current Report on Form 8-K filed on December 4,
2007).
|
|
4.1
|
Certificate
of Incorporation of the Company, as amended (included as Exhibit
3.1).
|
|
4.2
|
Amended
and Restated Corporate Bylaws of the Company (included as
Exhibit 3.2).
|
|
4.3
|
Indenture,
dated November 21, 2003, between Pilgrim's Pride Corporation and The Bank
of New York as Trustee relating to Pilgrim’s Pride’s 9 1/4% Senior Notes
due 2013 (incorporated by reference from Exhibit 4.1 of the Company's
Registration Statement on Form S-4 (No. 333-111975) filed on January 16,
2004).
|
|
4.4
|
Form
of 9 1/4% Note due 2013 (incorporated by reference from Exhibit 4.3 of the
Company's Registration Statement on Form S-4 (No. 333-111975) filed on
January 16, 2004).
|
|
4.5
|
Senior
Debt Securities Indenture dated as of January 24, 2007, by and between the
Company and Wells Fargo Bank, National Association, as trustee
(incorporated by reference from Exhibit 4.1 to the Company’s Current
Report on Form 8-K filed on January 24, 2007).
|
|
4.6
|
First
Supplemental Indenture to the Senior Debt Securities Indenture dated as of
January 24, 2007, by and between the Company and Wells Fargo Bank,
National Association, as trustee (incorporated by reference from Exhibit
4.2 to the Company’s Current Report on Form 8-K filed on January 24,
2007).
|
|
4.7
|
Form
of 7 5/8% Senior Note due 2015 (incorporated by reference from Exhibit 4.3
to the Company’s Current Report on Form 8-K filed on January 24,
2007).
|
|
4.8
|
Senior
Subordinated Debt Securities Indenture dated as of January 24, 2007, by
and between the Company and Wells Fargo Bank, National Association, as
trustee (incorporated by reference from Exhibit 4.4 to the Company’s
Current Report on Form 8-K filed on January 24, 2007).
|
|
4.9
|
First
Supplemental Indenture to the Senior Subordinated Debt Securities
Indenture dated as of January 24, 2007, by and between the Company and
Wells Fargo Bank, National Association, as trustee (incorporated by
reference from Exhibit 4.5 to the Company’s Current Report on Form 8-K
filed on January 24, 2007).
|
|
4.10
|
Form
of 8 3/8% Subordinated Note due 2017 (incorporated by reference from
Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on January
24, 2007).
|
|
10.1
|
Pilgrim’s
Industries, Inc. Profit Sharing Retirement Plan, restated as of July 1,
1987 (incorporated by reference from Exhibit 10.1 of the Company’s Form
8-K filed on July 1, 1992). …
|
|
10.2
|
Senior
Executive Performance Bonus Plan of the Company (incorporated by reference
from Exhibit A in the Company’s Proxy Statement dated December 13, 1999).
…
|
|
10.3
|
Aircraft
Lease Extension Agreement between B.P. Leasing Co. (L.A. Pilgrim,
individually) and Pilgrim’s Pride Corporation (formerly Pilgrim’s
Industries, Inc.) effective November 15, 1992 (incorporated by reference
from Exhibit 10.48 of the Company’s Quarterly Report on Form 10-Q for the
three months ended March 29, 1997).
|
|
10.4
|
Broiler
Grower Contract dated May 6, 1997 between Pilgrim’s Pride Corporation and
Lonnie “Bo” Pilgrim (Farm 30) (incorporated by reference from Exhibit
10.49 of the Company’s Quarterly Report on Form 10-Q for the three months
ended March 29, 1997).
|
10.5
|
Commercial
Egg Grower Contract dated May 7, 1997 between Pilgrim’s Pride Corporation
and Pilgrim Poultry G.P. (incorporated by reference from
Exhibit 10.50 of the Company’s Quarterly Report on Form 10-Q for the
three months ended March 29, 1997).
|
|
10.6
|
Agreement
dated October 15, 1996 between Pilgrim’s Pride Corporation and Pilgrim
Poultry G.P. (incorporated by reference from Exhibit 10.23 of the
Company’s Quarterly Report on Form 10-Q for the three months ended
January 2, 1999).
|
|
10.7
|
Heavy
Breeder Contract dated May 7, 1997 between Pilgrim’s Pride Corporation and
Lonnie “Bo” Pilgrim (Farms 44, 45 & 46) (incorporated by reference
from Exhibit 10.51 of the Company’s Quarterly Report on Form 10-Q for the
three months ended March 29, 1997).
|
|
10.8
|
Broiler
Grower Contract dated January 9, 1997 by and between Pilgrim’s Pride and
O.B. Goolsby, Jr. (incorporated by reference from Exhibit 10.25 of the
Company’s Registration Statement on Form S-1 (No. 333-29163) effective
June 27, 1997).
|
|
10.9
|
Broiler
Grower Contract dated January 15, 1997 by and between Pilgrim’s Pride
Corporation and B.J.M. Farms (incorporated by reference from Exhibit 10.26
of the Company’s Registration Statement on Form S-1 (No. 333-29163)
effective June 27, 1997).
|
|
10.10
|
Broiler
Grower Agreement dated January 29, 1997 by and between Pilgrim’s Pride
Corporation and Clifford E. Butler (incorporated by reference from Exhibit
10.27 of the Company’s Registration Statement on Form S-1 (No. 333-29163)
effective June 27, 1997).
|
|
10.11
|
Purchase
and Contribution Agreement dated as of June 26, 1998 between Pilgrim’s
Pride Funding Corporation and Pilgrim’s Pride Corporation (incorporated by
reference from Exhibit 10.34 of the Company’s Quarterly Report on Form
10-Q for the three months ended June 27, 1998).
|
|
10.12
|
Guaranty
Fee Agreement between Pilgrim’s Pride Corporation and Pilgrim Interests,
Ltd., dated June 11, 1999 (incorporated by reference from Exhibit 10.24 of
the Company’s Annual Report on Form 10-K for the year ended
October 2, 1999).
|
|
10.13
|
Commercial
Property Lease dated December 29, 2000 between Pilgrim’s Pride Corporation
and Pilgrim Poultry G.P. (incorporated by reference from
Exhibit 10.30 of the Company’s Quarterly Report on Form 10-Q for the
three months ended December 30, 2000).
|
|
10.14
|
Amendment
No. 1 dated as of December 31, 2003 to Purchase and Contribution Agreement
dated as of June 26, 1998, between Pilgrim’s Pride Funding Corporation and
Pilgrim’s Pride Corporation (incorporated by reference from Exhibit 10.5
of the Company’s Quarterly Report on Form 10-Q filed February 4,
2004).
|
|
10.15
|
Employee
Stock Investment Plan of the Company (incorporated by reference from
Exhibit 4.1 of the Company’s Registration Statement on Form S-8 (No.
333-111929) filed on January 15, 2004). …
|
|
10.16
|
2005
Deferred Compensation Plan of the Company (incorporated by reference from
Exhibit 10.1 of the Company’s Current Report on Form 8-K dated December
27, 2004). …
|
|
10.17
|
Vendor
Service Agreement dated effective December 28, 2005 between Pilgrim's
Pride Corporation and Pat Pilgrim (incorporated by reference from Exhibit
10.2 of the Company's Current Report on Form 8-K dated January 6,
2006).
|
|
10.18
|
Transportation
Agreement dated effective December 28, 2005 between Pilgrim's Pride
Corporation and Pat Pilgrim (incorporated by reference from Exhibit 10.3
of the Company's Current Report on Form 8-K dated January 6,
2006).
|
10.19
|
Credit
Agreement by and among the Avícola Pilgrim’s Pride de México, S. de R.L.
de C.V. (the "Borrower"), Pilgrim's Pride Corporation, certain Mexico
subsidiaries of the Borrower, ING Capital LLC, and the lenders signatory
thereto dated as of September 25, 2006 (incorporated by reference from
Exhibit 10.1 of the Company's Current Report on Form 8-K filed on
September 28, 2006).
|
|
10.20
|
2006
Amended and Restated Credit Agreement by and among CoBank, ACB, Agriland,
FCS and the Company dated as of September 21, 2006 (incorporated by
reference from Exhibit 10.2 of the Company's Current Report on Form 8-K
filed on September 28, 2006).
|
|
10.21
|
First
Amendment to the Pilgrim’s Pride Corporation Amended and Restated 2005
Deferred Compensation Plan Trust, dated as of November 29, 2006
(incorporated by reference from Exhibit 10.03 of the Company’s Current
Report on Form 8-K filed on December 05, 2006). …
|
|
10.22
|
Agreement
and Plan of Merger dated as of December 3, 2006, by and among the Company,
Protein Acquisition Corporation, a wholly owned subsidiary of the Company,
and Gold Kist Inc. (incorporated by reference from Exhibit 99.(D)(1) to
Amendment No. 11 to the Company’s Tender Offer Statement on Schedule TO
filed on December 5, 2006).
|
|
10.23
|
First
Amendment to Credit Agreement, dated as of December 13, 2006, by and among
the Company, as borrower, CoBank, ACB, as lead arranger and co-syndication
agent, and sole book runner, and as administrative, documentation and
collateral agent, Agriland, FCS, as co-syndication agent, and as a
syndication party, and the other syndication parties signatory thereto
(incorporated by reference from Exhibit 10.01 to the Company’s Current
Report on Form 8-K filed on December 19, 2006).
|
|
10.24
|
Second
Amendment to Credit Agreement, dated as of January 4, 2007, by and among
the Company, as borrower, CoBank, ACB, as lead arranger and co-syndication
agent, and sole book runner, and as administrative, documentation and
collateral agent, Agriland, FCS, as co-syndication agent, and as a
syndication party, and the other syndication parties signatory thereto
(incorporated by reference from Exhibit 10.01 to the Company’s Current
Report on Form 8-K filed on January 9, 2007).
|
|
10.25
|
Fourth
Amended and Restated Secured Credit Agreement, dated as of February 8,
2007, by and among the Company, To-Ricos, Ltd., To-Ricos Distribution,
Ltd., Bank of Montreal, as agent, SunTrust Bank, as syndication agent,
U.S. Bank National Association and Wells Fargo Bank, National Association,
as co-documentation agents, BMO Capital Market, as lead arranger, and the
other lenders signatory thereto (incorporated by reference from Exhibit
10.01 of the Company’s Current Report on Form 8-K dated February 12,
2007).
|
|
10.26
|
Third
Amendment to Credit Agreement, dated as of February 7, 2007, by and among
the Company as borrower, CoBank, ACB, as lead arranger and co-syndication
agent, and the sole book runner, and as administrative, documentation and
collateral agent, Agriland, FCS, as co-syndication agent, and as a
syndication party, and the other syndication parties signatory thereto
(incorporated by reference from Exhibit 10.02 of the Company’s Current
Report on Form 8-K dated February 12, 2007).
|
|
10.27
|
First
Amendment to Credit Agreement, dated as of March 15, 2007, by and among
the Borrower, the Company, the Subsidiary Guarantors, ING Capital LLC, and
the Lenders (incorporated by reference from Exhibit 10.01 of the Company’s
Current Report on Form 8-K dated March 20, 2007).
|
|
10.28
|
Fourth
Amendment to Credit Agreement, dated as of July 3, 2007, by and among the
Company as borrower, CoBank, ACB, as lead arranger and co-syndication
agent, and the sole book runner, and as administrative, documentation and
collateral agent, Agriland, FCS, as co-syndication agent, and as
syndication party, and the other syndication parties signatory thereto
(incorporated by reference from Exhibit 10.1 of the Company's Quarterly
Report on Form 10-Q filed July 31,
2007).
|
10.29
|
Retirement
and Consulting Agreement dated as of October 10, 2007, between the Company
and Clifford E. Butler (incorporated by reference from Exhibit 10.1 of the
Company’s Current Report on Form 8-K dated October 10, 2007). …
|
|
10.30
|
Fifth
Amendment to Credit Agreement, dated as of August 7, 2007, by and among
the Company as borrower, CoBank, ACB, as lead arranger and co-syndication
agent, and the sole book runner, and as administrative, documentation and
collateral agent, Agriland, FCS, as co-syndication agent, and as
syndication party, and the other syndication parties signatory thereto
(incorporated by reference from Exhibit 10.39 of the Company’s Annual
Report on Form 10-K filed on November 19, 2007).
|
|
10.31
|
Sixth
Amendment to Credit Agreement, dated as of November 7, 2007, by and among
the Company as borrower, CoBank, ACB, as administrative agent, and the
other syndication parties signatory thereto (incorporated by reference
from Exhibit 10.1 of the Company’s Current Report on Form 8-K dated
November 13, 2007).
|
|
10.32
|
Ground
Lease Agreement effective February 1, 2008 between Pilgrim's Pride
Corporation and Pat Pilgrim (incorporated by reference from Exhibit 10.1
of the Company's Current Report on Form 8-K dated February 1,
2008).
|
|
10.33
|
Seventh
Amendment to Credit Agreement, dated as of March 10, 2008, by and among
the Company as borrower, CoBank, ACB, as administrative agent, and the
other syndication parties signatory thereto (incorporated by reference
from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on
February 20, 2008).
|
|
10.34
|
First
Amendment to the Fourth Amended and Restated Secured Credit Agreement,
dated as of March 11, 2008, by and among the Company, To-Ricos, Ltd.,
To-Ricos Distribution, Ltd., Bank of Montreal, as administrative agent,
and the other lenders signatory thereto (incorporated by reference from
Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February
20, 2008).
|
|
10.35
|
Eighth
Amendment to Credit Agreement, dated as of April 30, 2008, by and among
the Company as borrower, CoBank, ACB, as administrative agent, and the
other syndication parties signatory thereto (incorporated by reference
from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May
5, 2008).
|
|
10.36
|
Second
Amendment to the Fourth Amended and Restated Secured Credit Agreement,
dated as of April 30, 2008, by and among the Company, To-Ricos, Ltd.,
To-Ricos Distribution, Ltd., Bank of Montreal, as administrative agent,
and the other lenders signatory thereto (incorporated by reference from
Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 5,
2008).
|
|
10.37
|
Change
to Company Contribution Amount Under the Amended and Restated 2005
Deferred Compensation Plan of the Company (incorporated by reference from
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed July 30,
2008). …
|
|
10.38
|
Limited Duration Waiver
of Potential Defaults and Events of Default under Credit Agreement dated
September 26, 2008 by and among Pilgrim's Pride Corporation, as
borrower, CoBank, ACB, as administrative agent, and the other syndication
parties signatory thereto (incorporated by reference from Exhibit
10.1 to the Company's Current Report on Form 8-K filed on September 29,
2008).
|
10.39
|
Limited Duration Waiver
Agreement dated as of September 26, 2008 by and among Pilgrim's Pride
Corporation, as borrower, Bank of Montreal, as administrative agent, and
certain other bank parties thereto (incorporated by reference from
Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
September 29, 2008).
|
|
10.40
|
Limited Duration Waiver
Agreement dated as of September 26, 2008 by and among Pilgrim's Pride
Corporation, Pilgrim's Pride Funding Corporation, BMO Capital Markets
Corp., as administrator, and Fairway Finance Company, LLC
(incorporated by reference from Exhibit 10.3 to the Company's
Current Report on Form 8-K filed on September 29,
2008).
|
|
10.41
|
Amended and Restated
Receivables Purchase Agreement dated as of September 26, 2008 among
Pilgrim's Pride Corporation, Pilgrim's Pride Funding Corporation, BMO
Capital Markets Corp., as administrator, and the various purchasers and
purchaser agents from time to time parties thereto (incorporated by
reference from Exhibit 10.4 to the Company's Current Report on Form 8-K
filed on September 29, 2008).
|
|
10.42
|
Amendment
No. 1 dated as of October 10, 2008 to Amended and Restated Receivables
Purchase Agreement, dated as of September 26, 2008 among Pilgrim's Pride
Corporation, Pilgrim's Pride Funding Corporation, BMO Capital Markets
Corp., as administrator, and the various purchasers and purchaser agents
from time
to time parties thereto (incorporated by reference from Exhibit
10.42 of the Company’s Annual Report on Form 10-K filed on December 11,
2008).
|
|
10.43
|
Amendment No. 2 to
Purchase and Contribution Agreement dated as of September 26, 2008 among
Pilgrim's Pride Funding Corporation and Pilgrim's Pride Corporation
(incorporated by reference from Exhibit 10.5 to the Company's
Current Report on Form 8-K filed on September 29,
2008).
|
|
10.44
|
Limited Duration Waiver
of Potential Defaults and Events of Default under Credit Agreement dated
October 26, 2008 by and among Pilgrim's Pride Corporation, as borrower,
CoBank, ACB, as administrative agent, and the other syndication parties
signatory thereto (incorporated by reference from Exhibit 10.1 to
the Company's Current Report on Form 8-K filed on October 27,
2008).
|
|
10.45
|
Limited Duration Waiver
Agreement dated as of October 26, 2008 by and among Pilgrim's Pride
Corporation, as borrower, Bank of Montreal, as administrative agent, and
certain other bank parties thereto (incorporated by reference from
Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October
27, 2008).
|
|
10.46
|
Limited Duration Waiver
Agreement dated as of October 26, 2008 by and among Pilgrim's Pride
Corporation, Pilgrim's Pride Funding Corporation, BMO Capital Markets
Corp., as administrator, and Fairway Finance Company, LLC
(incorporated by reference from Exhibit 10.3 to the Company's
Current Report on Form 8-K filed on October 27, 2008).
|
|
10.47
|
Form of Change in
Control Agreement dated as of October 21, 2008 between the Company and
certain of its executive officers (incorporated by reference from
Exhibit 10.4 to the Company's Current Report on Form 8-K filed on October
27, 2008). …
|
|
10.48
|
First
Amendment to Limited Duration Waiver
of Potential Defaults and Events of Default under Credit Agreement dated
November 25, 2008 by and among Pilgrim's Pride Corporation, as
borrower, CoBank, ACB, as administrative agent, and the other syndication
parties signatory thereto (incorporated by reference from Exhibit
10.48 of the Company’s Annual Report on Form 10-K filed on December 11,
2008).
|
|
10.49
|
First
Amendment to Limited Duration Waiver Agreement dated as of
November 25, 2008 by and among Pilgrim's Pride Corporation, as
borrower, Bank of Montreal, as administrative agent, and certain other
bank parties thereto (incorporated by reference from Exhibit 10.49 of the
Company’s Annual Report on Form 10-K filed on December 11,
2008).
|
10.50
|
First
Amendment to Limited Duration Waiver Agreement dated as of
November 25, 2008 by and among Pilgrim's Pride Corporation, Pilgrim's
Pride Funding Corporation, BMO Capital Markets Corp., as administrator,
and Fairway Finance Company, LLC (incorporated by reference from Exhibit
10.50 of the Company’s Annual Report on Form 10-K filed on December 11,
2008).
|
|
10.51
|
Waiver
Agreement and Second Amendment to Credit Agreement dated November 30,
2008, by and among the Company and certain non-debtor Mexico subsidiaries
of the Company, ING Capital LLC, as agent, and the lenders signatory
thereto (incorporated by reference from Exhibit 10.51 of the Company’s
Annual Report on Form 10-K filed on December 11, 2008).
|
|
10.52
|
Post-Petition
Credit Agreement dated December 2, 2008 by and among the Company, as
borrower, certain subsidiaries of the Company, as guarantors, Bank of
Montreal, as agent, and the lenders party thereto (incorporated by
reference from Exhibit 10.52 of the Company’s Annual Report on Form 10-K
filed on December 11, 2008).
|
|
10.53
|
Amended and Restated Post-Petition
Credit Agreement dated December 31, 2008, among the Company, as borrower,
certain subsidiaries of the Company, as guarantors, Bank of Montreal,
as agent, and the lenders party thereto
(incorporated by reference from Exhibit 10.1 of the Company’s Current
Report on Form 8-K filed on January 6, 2009).
|
|
12
|
Ratio
of Earnings to Fixed Charges for the years ended September 27, 2008,
September 29, 2007, September 30, 2006, October 1, 2005, October 2, 2004,
and September 27, 2003 (filed as Exhibit 12 of the Company’s Annual Report
on Form 10-K filed on December 11, 2008).
|
|
21
|
Subsidiaries
of Registrant (filed as Exhibit 21 of the Company’s Annual Report on Form
10-K filed on December 11, 2008).
|
|
23
|
Consent
of Ernst & Young LLP (filed as Exhibit 23 of the Company’s Annual
Report on Form 10-K filed on December 11, 2008).
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*
|
|
32.1
|
Certification
of Principal Executive Officer of Pilgrim's Pride Corporation pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
32.2
|
Certification
of Chief Financial Officer of Pilgrim's Pride Corporation pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.*
|
|
*Filed
herewith
|
|
…Represents
a management contract or compensation plan
arrangement
|
By:
|
/s/ Richard A. Cogdill
|
Richard
A. Cogdill
|
|
Chief
Financial Officer, Secretary and Treasurer
|
|
(Principal
Financial and Accounting
Officer)
|
2.1
|
Agreement
and Plan of Reorganization dated September 15, 1986, by and among
Pilgrim’s Pride Corporation, a Texas corporation; Pilgrim’s Pride
Corporation, a Delaware corporation; and Doris Pilgrim Julian, Aubrey Hal
Pilgrim, Paulette Pilgrim Rolston, Evanne Pilgrim, Lonnie “Bo” Pilgrim,
Lonnie Ken Pilgrim, Greta Pilgrim Owens and Patrick Wayne Pilgrim
(incorporated by reference from Exhibit 2.1 to the Company’s Registration
Statement on Form S-1 (No. 33-8805) effective November 14,
1986).
|
|
2.2
|
Agreement
and Plan of Merger dated September 27, 2000 (incorporated by reference
from Exhibit 2 of WLR Foods, Inc.’s Current Report on Form 8-K
(No. 000-17060) dated September 28, 2000).
|
|
2.3
|
Agreement
and Plan of Merger dated as of December 3, 2006, by and among the Company,
Protein Acquisition Corporation, a wholly owned subsidiary of the Company,
and Gold Kist Inc. (incorporated by reference from Exhibit 99.(D)(1) to
Amendment No. 11 to the Company’s Tender Offer Statement on Schedule TO
filed on December 5, 2006).
|
|
3.1
|
Certificate
of Incorporation of the Company, as amended (incorporated by reference
from Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the year
ended October 2, 2004).
|
|
3.2
|
Amended and Restated Bylaws of
Pilgrim's Pride Corporation (incorporated by reference from Exhibit
3.1 of the Company’s Current Report on Form 8-K filed on December 4,
2007).
|
|
4.1
|
Certificate
of Incorporation of the Company, as amended (included as Exhibit
3.1).
|
|
4.2
|
Amended
and Restated Corporate Bylaws of the Company (included as
Exhibit 3.2).
|
|
4.3
|
Indenture,
dated November 21, 2003, between Pilgrim's Pride Corporation and The Bank
of New York as Trustee relating to Pilgrim’s Pride’s 9 1/4% Senior Notes
due 2013 (incorporated by reference from Exhibit 4.1 of the Company's
Registration Statement on Form S-4 (No. 333-111975) filed on January 16,
2004).
|
|
4.4
|
Form
of 9 1/4% Note due 2013 (incorporated by reference from Exhibit 4.3 of the
Company's Registration Statement on Form S-4 (No. 333-111975) filed on
January 16, 2004).
|
|
4.5
|
Senior
Debt Securities Indenture dated as of January 24, 2007, by and between the
Company and Wells Fargo Bank, National Association, as trustee
(incorporated by reference from Exhibit 4.1 to the Company’s Current
Report on Form 8-K filed on January 24, 2007).
|
|
4.6
|
First
Supplemental Indenture to the Senior Debt Securities Indenture dated as of
January 24, 2007, by and between the Company and Wells Fargo Bank,
National Association, as trustee (incorporated by reference from Exhibit
4.2 to the Company’s Current Report on Form 8-K filed on January 24,
2007).
|
|
4.7
|
Form
of 7 5/8% Senior Note due 2015 (incorporated by reference from Exhibit 4.3
to the Company’s Current Report on Form 8-K filed on January 24,
2007).
|
|
4.8
|
Senior
Subordinated Debt Securities Indenture dated as of January 24, 2007, by
and between the Company and Wells Fargo Bank, National Association, as
trustee (incorporated by reference from Exhibit 4.4 to the Company’s
Current Report on Form 8-K filed on January 24, 2007).
|
|
4.9
|
First
Supplemental Indenture to the Senior Subordinated Debt Securities
Indenture dated as of January 24, 2007, by and between the Company and
Wells Fargo Bank, National Association, as trustee (incorporated by
reference from Exhibit 4.5 to the Company’s Current Report on Form 8-K
filed on January 24, 2007).
|
4.10
|
Form
of 8 3/8% Subordinated Note due 2017 (incorporated by reference from
Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on January
24, 2007).
|
|
10.1
|
Pilgrim’s
Industries, Inc. Profit Sharing Retirement Plan, restated as of July 1,
1987 (incorporated by reference from Exhibit 10.1 of the Company’s Form
8-K filed on July 1, 1992). …
|
|
10.2
|
Senior
Executive Performance Bonus Plan of the Company (incorporated by reference
from Exhibit A in the Company’s Proxy Statement dated December 13, 1999).
…
|
|
10.3
|
Aircraft
Lease Extension Agreement between B.P. Leasing Co. (L.A. Pilgrim,
individually) and Pilgrim’s Pride Corporation (formerly Pilgrim’s
Industries, Inc.) effective November 15, 1992 (incorporated by reference
from Exhibit 10.48 of the Company’s Quarterly Report on Form 10-Q for the
three months ended March 29, 1997).
|
|
10.4
|
Broiler
Grower Contract dated May 6, 1997 between Pilgrim’s Pride Corporation and
Lonnie “Bo” Pilgrim (Farm 30) (incorporated by reference from Exhibit
10.49 of the Company’s Quarterly Report on Form 10-Q for the three months
ended March 29, 1997).
|
|
10.5
|
Commercial
Egg Grower Contract dated May 7, 1997 between Pilgrim’s Pride Corporation
and Pilgrim Poultry G.P. (incorporated by reference from
Exhibit 10.50 of the Company’s Quarterly Report on Form 10-Q for the
three months ended March 29, 1997).
|
|
10.6
|
Agreement
dated October 15, 1996 between Pilgrim’s Pride Corporation and Pilgrim
Poultry G.P. (incorporated by reference from Exhibit 10.23 of the
Company’s Quarterly Report on Form 10-Q for the three months ended
January 2, 1999).
|
|
10.7
|
Heavy
Breeder Contract dated May 7, 1997 between Pilgrim’s Pride Corporation and
Lonnie “Bo” Pilgrim (Farms 44, 45 & 46) (incorporated by reference
from Exhibit 10.51 of the Company’s Quarterly Report on Form 10-Q for the
three months ended March 29, 1997).
|
|
10.8
|
Broiler
Grower Contract dated January 9, 1997 by and between Pilgrim’s Pride and
O.B. Goolsby, Jr. (incorporated by reference from Exhibit 10.25 of the
Company’s Registration Statement on Form S-1 (No. 333-29163) effective
June 27, 1997).
|
|
10.9
|
Broiler
Grower Contract dated January 15, 1997 by and between Pilgrim’s Pride
Corporation and B.J.M. Farms (incorporated by reference from Exhibit 10.26
of the Company’s Registration Statement on Form S-1 (No. 333-29163)
effective June 27, 1997).
|
|
10.10
|
Broiler
Grower Agreement dated January 29, 1997 by and between Pilgrim’s Pride
Corporation and Clifford E. Butler (incorporated by reference from Exhibit
10.27 of the Company’s Registration Statement on Form S-1 (No. 333-29163)
effective June 27, 1997).
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10.11
|
Purchase
and Contribution Agreement dated as of June 26, 1998 between Pilgrim’s
Pride Funding Corporation and Pilgrim’s Pride Corporation (incorporated by
reference from Exhibit 10.34 of the Company’s Quarterly Report on Form
10-Q for the three months ended June 27, 1998).
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10.12
|
Guaranty
Fee Agreement between Pilgrim’s Pride Corporation and Pilgrim Interests,
Ltd., dated June 11, 1999 (incorporated by reference from Exhibit 10.24 of
the Company’s Annual Report on Form 10-K for the year ended
October 2, 1999).
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10.13
|
Commercial
Property Lease dated December 29, 2000 between Pilgrim’s Pride Corporation
and Pilgrim Poultry G.P. (incorporated by reference from
Exhibit 10.30 of the Company’s Quarterly Report on Form 10-Q for the
three months ended December 30,
2000).
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10.14
|
Amendment
No. 1 dated as of December 31, 2003 to Purchase and Contribution Agreement
dated as of June 26, 1998, between Pilgrim’s Pride Funding Corporation and
Pilgrim’s Pride Corporation (incorporated by reference from Exhibit 10.5
of the Company’s Quarterly Report on Form 10-Q filed February 4,
2004).
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10.15
|
Employee
Stock Investment Plan of the Company (incorporated by reference from
Exhibit 4.1 of the Company’s Registration Statement on Form S-8 (No.
333-111929) filed on January 15, 2004). …
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10.16
|
2005
Deferred Compensation Plan of the Company (incorporated by reference from
Exhibit 10.1 of the Company’s Current Report on Form 8-K dated December
27, 2004). …
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10.17
|
Vendor
Service Agreement dated effective December 28, 2005 between Pilgrim's
Pride Corporation and Pat Pilgrim (incorporated by reference from Exhibit
10.2 of the Company's Current Report on Form 8-K dated January 6,
2006).
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10.18
|
Transportation
Agreement dated effective December 28, 2005 between Pilgrim's Pride
Corporation and Pat Pilgrim (incorporated by reference from Exhibit 10.3
of the Company's Current Report on Form 8-K dated January 6,
2006).
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10.19
|
Credit
Agreement by and among the Avícola Pilgrim’s Pride de México, S. de R.L.
de C.V. (the "Borrower"), Pilgrim's Pride Corporation, certain Mexico
subsidiaries of the Borrower, ING Capital LLC, and the lenders signatory
thereto dated as of September 25, 2006 (incorporated by reference from
Exhibit 10.1 of the Company's Current Report on Form 8-K filed on
September 28, 2006).
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10.20
|
2006
Amended and Restated Credit Agreement by and among CoBank, ACB, Agriland,
FCS and the Company dated as of September 21, 2006 (incorporated by
reference from Exhibit 10.2 of the Company's Current Report on Form 8-K
filed on September 28, 2006).
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10.21
|
First
Amendment to the Pilgrim’s Pride Corporation Amended and Restated 2005
Deferred Compensation Plan Trust, dated as of November 29, 2006
(incorporated by reference from Exhibit 10.03 of the Company’s Current
Report on Form 8-K filed on December 05, 2006). …
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10.22
|
Agreement
and Plan of Merger dated as of December 3, 2006, by and among the Company,
Protein Acquisition Corporation, a wholly owned subsidiary of the Company,
and Gold Kist Inc. (incorporated by reference from Exhibit 99.(D)(1) to
Amendment No. 11 to the Company’s Tender Offer Statement on Schedule TO
filed on December 5, 2006).
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10.23
|
First
Amendment to Credit Agreement, dated as of December 13, 2006, by and among
the Company, as borrower, CoBank, ACB, as lead arranger and co-syndication
agent, and sole book runner, and as administrative, documentation and
collateral agent, Agriland, FCS, as co-syndication agent, and as a
syndication party, and the other syndication parties signatory thereto
(incorporated by reference from Exhibit 10.01 to the Company’s Current
Report on Form 8-K filed on December 19, 2006).
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10.24
|
Second
Amendment to Credit Agreement, dated as of January 4, 2007, by and among
the Company, as borrower, CoBank, ACB, as lead arranger and co-syndication
agent, and sole book runner, and as administrative, documentation and
collateral agent, Agriland, FCS, as co-syndication agent, and as a
syndication party, and the other syndication parties signatory thereto
(incorporated by reference from Exhibit 10.01 to the Company’s Current
Report on Form 8-K filed on January 9, 2007).
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10.25
|
Fourth
Amended and Restated Secured Credit Agreement, dated as of February 8,
2007, by and among the Company, To-Ricos, Ltd., To-Ricos Distribution,
Ltd., Bank of Montreal, as agent, SunTrust Bank, as syndication agent,
U.S. Bank National Association and Wells Fargo Bank, National Association,
as co-documentation agents, BMO Capital Market, as lead arranger, and the
other lenders signatory thereto (incorporated by reference from Exhibit
10.01 of the Company’s Current Report on Form 8-K dated February 12,
2007).
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10.26
|
Third
Amendment to Credit Agreement, dated as of February 7, 2007, by and among
the Company as borrower, CoBank, ACB, as lead arranger and co-syndication
agent, and the sole book runner, and as administrative, documentation and
collateral agent, Agriland, FCS, as co-syndication agent, and as a
syndication party, and the other syndication parties signatory thereto
(incorporated by reference from Exhibit 10.02 of the Company’s Current
Report on Form 8-K dated February 12, 2007).
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10.27
|
First
Amendment to Credit Agreement, dated as of March 15, 2007, by and among
the Borrower, the Company, the Subsidiary Guarantors, ING Capital LLC, and
the Lenders (incorporated by reference from Exhibit 10.01 of the Company’s
Current Report on Form 8-K dated March 20, 2007).
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10.28
|
Fourth
Amendment to Credit Agreement, dated as of July 3, 2007, by and among the
Company as borrower, CoBank, ACB, as lead arranger and co-syndication
agent, and the sole book runner, and as administrative, documentation and
collateral agent, Agriland, FCS, as co-syndication agent, and as
syndication party, and the other syndication parties signatory thereto
(incorporated by reference from Exhibit 10.1 of the Company's Quarterly
Report on Form 10-Q filed July 31, 2007).
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10.29
|
Retirement
and Consulting Agreement dated as of October 10, 2007, between the Company
and Clifford E. Butler (incorporated by reference from Exhibit 10.1 of the
Company’s Current Report on Form 8-K dated October 10, 2007). …
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10.30
|
Fifth
Amendment to Credit Agreement, dated as of August 7, 2007, by and among
the Company as borrower, CoBank, ACB, as lead arranger and co-syndication
agent, and the sole book runner, and as administrative, documentation and
collateral agent, Agriland, FCS, as co-syndication agent, and as
syndication party, and the other syndication parties signatory thereto
(incorporated by reference from Exhibit 10.39 of the Company’s Annual
Report on Form 10-K filed on November 19, 2007).
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10.31
|
Sixth
Amendment to Credit Agreement, dated as of November 7, 2007, by and among
the Company as borrower, CoBank, ACB, as administrative agent, and the
other syndication parties signatory thereto (incorporated by reference
from Exhibit 10.1 of the Company’s Current Report on Form 8-K dated
November 13, 2007).
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10.32
|
Ground
Lease Agreement effective February 1, 2008 between Pilgrim's Pride
Corporation and Pat Pilgrim (incorporated by reference from Exhibit 10.1
of the Company's Current Report on Form 8-K dated February 1,
2008).
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10.33
|
Seventh
Amendment to Credit Agreement, dated as of March 10, 2008, by and among
the Company as borrower, CoBank, ACB, as administrative agent, and the
other syndication parties signatory thereto (incorporated by reference
from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on
February 20, 2008).
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10.34
|
First
Amendment to the Fourth Amended and Restated Secured Credit Agreement,
dated as of March 11, 2008, by and among the Company, To-Ricos, Ltd.,
To-Ricos Distribution, Ltd., Bank of Montreal, as administrative agent,
and the other lenders signatory thereto (incorporated by reference from
Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February
20, 2008).
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10.35
|
Eighth
Amendment to Credit Agreement, dated as of April 30, 2008, by and among
the Company as borrower, CoBank, ACB, as administrative agent, and the
other syndication parties signatory thereto (incorporated by reference
from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May
5, 2008).
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10.36
|
Second
Amendment to the Fourth Amended and Restated Secured Credit Agreement,
dated as of April 30, 2008, by and among the Company, To-Ricos, Ltd.,
To-Ricos Distribution, Ltd., Bank of Montreal, as administrative agent,
and the other lenders signatory thereto (incorporated by reference from
Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 5,
2008).
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10.37
|
Change
to Company Contribution Amount Under the Amended and Restated 2005
Deferred Compensation Plan of the Company (incorporated by reference from
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed July 30,
2008). …
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10.38
|
Limited Duration Waiver
of Potential Defaults and Events of Default under Credit Agreement dated
September 26, 2008 by and among Pilgrim's Pride Corporation, as
borrower, CoBank, ACB, as administrative agent, and the other syndication
parties signatory thereto (incorporated by reference from Exhibit
10.1 to the Company's Current Report on Form 8-K filed on September 29,
2008).
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10.39
|
Limited Duration Waiver
Agreement dated as of September 26, 2008 by and among Pilgrim's Pride
Corporation, as borrower, Bank of Montreal, as administrative agent, and
certain other bank parties thereto (incorporated by reference from
Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
September 29, 2008).
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10.40
|
Limited Duration Waiver
Agreement dated as of September 26, 2008 by and among Pilgrim's Pride
Corporation, Pilgrim's Pride Funding Corporation, BMO Capital Markets
Corp., as administrator, and Fairway Finance Company, LLC
(incorporated by reference from Exhibit 10.3 to the Company's
Current Report on Form 8-K filed on September 29,
2008).
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10.41
|
Amended and Restated
Receivables Purchase Agreement dated as of September 26, 2008 among
Pilgrim's Pride Corporation, Pilgrim's Pride Funding Corporation, BMO
Capital Markets Corp., as administrator, and the various purchasers and
purchaser agents from time to time parties thereto (incorporated by
reference from Exhibit 10.4 to the Company's Current Report on Form 8-K
filed on September 29, 2008).
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10.42
|
Amendment
No. 1 dated as of October 10, 2008 to Amended and Restated Receivables
Purchase Agreement, dated as of September 26, 2008 among Pilgrim's Pride
Corporation, Pilgrim's Pride Funding Corporation, BMO Capital Markets
Corp., as administrator, and the various purchasers and purchaser agents
from time
to time parties thereto (incorporated by reference from Exhibit
10.42 of the Company’s Annual Report on Form 10-K filed on December 11,
2008).
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10.43
|
Amendment No. 2 to
Purchase and Contribution Agreement dated as of September 26, 2008 among
Pilgrim's Pride Funding Corporation and Pilgrim's Pride Corporation
(incorporated by reference from Exhibit 10.5 to the Company's
Current Report on Form 8-K filed on September 29,
2008).
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|
10.44
|
Limited Duration Waiver
of Potential Defaults and Events of Default under Credit Agreement dated
October 26, 2008 by and among Pilgrim's Pride Corporation, as borrower,
CoBank, ACB, as administrative agent, and the other syndication parties
signatory thereto (incorporated by reference from Exhibit 10.1 to
the Company's Current Report on Form 8-K filed on October 27,
2008).
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|
10.45
|
Limited Duration Waiver
Agreement dated as of October 26, 2008 by and among Pilgrim's Pride
Corporation, as borrower, Bank of Montreal, as administrative agent, and
certain other bank parties thereto (incorporated by reference from
Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October
27, 2008).
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10.46
|
Limited Duration Waiver
Agreement dated as of October 26, 2008 by and among Pilgrim's Pride
Corporation, Pilgrim's Pride Funding Corporation, BMO Capital Markets
Corp., as administrator, and Fairway Finance Company, LLC
(incorporated by reference from Exhibit 10.3 to the Company's
Current Report on Form 8-K filed on October 27, 2008).
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|
10.47
|
Form of Change in
Control Agreement dated as of October 21, 2008 between the Company and
certain of its executive officers (incorporated by reference from
Exhibit 10.4 to the Company's Current Report on Form 8-K filed on October
27, 2008). …
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10.48
|
First
Amendment to Limited Duration Waiver
of Potential Defaults and Events of Default under Credit Agreement dated
November 25, 2008 by and among Pilgrim's Pride Corporation, as
borrower, CoBank, ACB, as administrative agent, and the other syndication
parties signatory thereto (incorporated by reference from Exhibit
10.48 of the Company’s Annual Report on Form 10-K filed on December 11,
2008).
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10.49
|
First
Amendment to Limited Duration Waiver Agreement dated as of
November 25, 2008 by and among Pilgrim's Pride Corporation, as
borrower, Bank of Montreal, as administrative agent, and certain other
bank parties thereto (incorporated by reference from Exhibit 10.49 of the
Company’s Annual Report on Form 10-K filed on December 11,
2008).
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10.50
|
First
Amendment to Limited Duration Waiver Agreement dated as of
November 25, 2008 by and among Pilgrim's Pride Corporation, Pilgrim's
Pride Funding Corporation, BMO Capital Markets Corp., as administrator,
and Fairway Finance Company, LLC (incorporated by reference from Exhibit
10.50 of the Company’s Annual Report on Form 10-K filed on December 11,
2008).
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10.51
|
Waiver
Agreement and Second Amendment to Credit Agreement dated November 30,
2008, by and among the Company and certain non-debtor Mexico subsidiaries
of the Company, ING Capital LLC, as agent, and the lenders signatory
thereto (incorporated by reference from Exhibit 10.51 of the Company’s
Annual Report on Form 10-K filed on December 11, 2008).
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10.52
|
Post-Petition
Credit Agreement dated December 2, 2008 by and among the Company, as
borrower, certain subsidiaries of the Company, as guarantors, Bank of
Montreal, as agent, and the lenders party thereto (incorporated by
reference from Exhibit 10.52 of the Company’s Annual Report on Form 10-K
filed on December 11, 2008).
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10.53
|
Amended and Restated Post-Petition
Credit Agreement dated December 31, 2008, among the Company, as borrower,
certain subsidiaries of the Company, as guarantors, Bank of Montreal,
as agent, and the lenders party thereto
(incorporated by reference from Exhibit 10.1 of the Company’s Current
Report on Form 8-K filed on January 6, 2009).
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12
|
Ratio
of Earnings to Fixed Charges for the years ended September 27, 2008,
September 29, 2007, September 30, 2006, October 1, 2005, October 2, 2004,
and September 27, 2003 (filed as Exhibit 12 of the Company’s Annual Report
on Form 10-K filed on December 11, 2008).
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|
21
|
Subsidiaries
of Registrant (filed as Exhibit 21 of the Company’s Annual Report on Form
10-K filed on December 11, 2008).
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|
23
|
Consent
of Ernst & Young LLP (filed as Exhibit 23 of the Company’s Annual
Report on Form 10-K filed on December 11, 2008).
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|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*
|
|
32.1
|
Certification
of Principal Executive Officer of Pilgrim's Pride Corporation pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
32.2
|
Certification
of Chief Financial Officer of Pilgrim's Pride Corporation pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.*
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|
*Filed
herewith
|
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…Represents
a management contract or compensation plan
arrangement
|