EMPLOYMENT AGREEMENT AMENDMENT
This Employment Agreement Amendment, is entered into as of August 8, 2021 (Amendment Effective Date), by and between Sanderson Farms, Inc., a Mississippi corporation (the Company), and Michael Cockrell (the Executive).
Reference is made to (1) the Employment Agreement, dated as of November 1, 2015 (the Employment Agreement), by and between the Company and Executive, and (2) the Agreement and Plan of Merger (the Merger Agreement), dated as of August 8, 2021, by and among Walnut Sycamore Holdings LLC, a Delaware limited liability company, Sycamore Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent, the Company, and solely for purposes of Section 4.14, Section 5.2, Section 5.3, and, solely to the extent related to such provisions, ARTICLE 8, Wayne Farms LLC, a Delaware limited liability company.
Whereas, for good and valid consideration, including Executives continuing service to the Company, the sufficiency of which is acknowledged, the parties hereto agree as follows:
1. Effective as of the Amendment Effective Date, Section 3.2 of the Employment Agreement is amended and restated as set forth below:
3.2. Termination by the Company Other Than For Cause or Poor Performance; Change in Control; Termination by the Executive for Good Reason. If (i) prior to a Change in Control, the Executives employment is terminated by the Company during the Term other than for Cause or Poor Performance, (ii) simultaneously with or after a Change in Control, the Executives employment is terminated by the Company other than for Cause, or (iii) the Executive resigns for Good Reason within 30 days following the deadline set forth in Paragraph 3.2(a)(C) by which the Company must cure the Resignation Condition (the Cure Deadline), then in addition to the Accrued Amounts the
Executive shall be entitled to the following payments and benefits: (a) an amount equal to $1,304,640, which represents two times the Executives 2021 annual Base Salary, (b) an amount equal to $913,248, which represents two times fifty percent of the Executives 2021 maximum bonus opportunity, (c) an amount equal to the product obtained by multiplying (i) $456,624 (which represents fifty percent of the Executives 2021 maximum bonus opportunity), by (ii) a fraction, the numerator of which equals the number of days from and including November 1 of the year in which Executives employment terminates through and including the date on which Executives employment terminates and the denominator of which is 365 (the payments provided for in clauses (a), (b) and (c) are referred to as the Severance Payments) and (d) the continuation, on the same terms as an active employee, of medical benefits the Executive would otherwise be eligible to receive as an active employee of the Company for twenty-four (24) months or, if earlier, until such time as the Executive becomes eligible for substantially similar medical benefits from a subsequent employer. The Severance Payments shall be payable in a lump sum in immediately available funds as soon as practicable following the Executives termination or resignation, but in any event no later than the 45th day after the termination of the Executives employment.