Offer Letter for Joint Chief Executive Officer Position – John Keir and Australia Meat Holdings, Pty. Limited

Summary

This letter is an employment offer from Australia Meat Holdings, Pty. Limited and Swift & Company to John Keir for the position of Joint Chief Executive Officer, effective upon the closing of Swift Foods Company's acquisition of ConAgra Foods' fresh beef and pork processing businesses. The agreement outlines Keir's salary, bonus eligibility, stock options, severance terms, vacation, and benefits. It specifies that employment may be terminated by either party at any time, with severance provided if Keir is involuntarily terminated without cause. Acceptance is confirmed by Keir's signature.

EX-10.34 49 d00117exv10w34.txt OFFER LETTER - JOHN KEIR EXHIBIT 10.34 John Keir [Home address] Dear John: We are pleased to offer you the position of Joint Chief Executive Officer of Australia Meat Holdings, Pty. Limited (together with Swift & Company, the "Company"), reporting to the President and Chief Executive Officer of Swift & Company. We look forward to you joining our team upon the closing of the acquisition (the "Acquisition") of the fresh beef and pork processing businesses of ConAgra Foods, Inc. ("ConAgra") by Swift Foods Company ("Swift Foods"). We are impressed by your past and present contributions to ConAgra's red meat business and feel that your services would be a valuable asset to the Company. The compensation, benefits and other principal terms of your employment will be as follows: SALARY: Your annual base salary will be AUS$350,000, which will be paid in accordance with the usual customary payroll practices and annual merit review cycle of the Company. BONUS: You will be eligible to receive an annual performance bonus of 50% of your annual base salary. EQUITY: You will be granted options to acquire 500,000 shares of common stock of Swift Foods at an exercise price of $1.00 per share. One quarter of the shares shall vest immediately on the date of your option grant (the "Grant Date"). Thereafter, beginning on the last day of the month following the month in which the first annual anniversary of the Grant Date occurs, 1/36th of the remaining shares shall vest such that, upon the fourth annual anniversary of the Grant Date, all shares will be fully vested. Attached is the form of Swift Foods' stock option agreement that details these and the additional terms of your stock option grant. SEVERANCE: While either party may terminate the employment relationship at their discretion and at any time, should you be involuntarily terminated from the Company (other than for cause), you will be entitled to receive cash severance payments in the amount of AUS $43,750 per month for twelve months. Such benefit shall be contingent on your execution of a release acceptable to the Company. VACATION: You will be entitled to the same amount of paid vacation weeks each year as you currently receive from ConAgra in addition to those days designated as paid holidays or personal days in accordance with the plans, policies, programs and practices of the Company for its executive officers. Unused vacation time will carry over to the next year and any unused vacation time will be paid to you in a cash lump sum payment promptly after any termination of your employment with the Company. BENEFITS: You will be eligible for participation in and will receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other executives of the Company. We are hopeful you will join the Company team as Joint Chief Executive Officer of Australia Meat Holdings, Pty. Limited. This letter will become effective as of the closing of the Acquisition and will replace and supercede any existing employment arrangements between you and ConAgra or any of its affiliates. Your signature below will confirm your acceptance. Sincerely, /s/ JOHN N. SIMONS John N. Simons President and Chief Executive Officer AGREED AND ACCEPTED: /s/ JOHN KEIR ---------------------------------------- John Keir 15th August 2002 ---------------------------------------- Date