Attached files
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| EX-99.1 - RETIREMENT AGREEMENT - SMITHFIELD FOODS INC | ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest
event reported): August 16, 2010
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SMITHFIELD
FOODS, INC.
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| (Exact name of registrant as specified in its charter) |
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Virginia
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1-15321
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52-0845861
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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200 Commerce
Street
Smithfield, Virginia
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23430
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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: (757)
365-3000
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
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o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02.
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Departure of
Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
August 16, 2010, Smithfield Foods, Inc. (the “Company”) announced the retirement
of Richard J. M. Poulson, Executive Vice President, effective September 1,
2010. In connection with the retirement, the Company and Mr. Poulson
entered into a Retirement Agreement and General Release dated as of August 9,
2010 (the “Retirement Agreement”) pursuant to which the Company has agreed,
among other things, (i) to pay Mr. Poulson $50,000 per month for eight months,
(ii) to vest stock options covering 22,000 shares of common stock, (iii) to
extend the post-termination exercise period for Mr. Poulson’s stock options,
(iv) to vest 57,639 of his performance share units (which remain subject to the
satisfaction of performance goals), and (v) to provide continuation of certain
employee benefits and perquisites through April 30, 2011. In
consideration of these benefits, Mr. Poulson has agreed, among other things, to
certain non-competition and non-solicitation restrictions for a period of 12
months following his retirement and certain stand-still restrictions for a
period of 36 months following his retirement.
The
terms of Mr. Poulson’s retirement are more fully described in the Retirement
Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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99.1
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Retirement
Agreement and General Release dated as of August 9, 2010
between Registrant and Richard J. M.
Poulson.
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2
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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SMITHFIELD FOODS,
INC.
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Date: August 16,
2010
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/s/ Michael H.
Cole
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Michael H.
Cole
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Vice President, Chief Legal
Officer and Secretary
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3
EXHIBIT
INDEX
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Exhibit
99.1
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Retirement
Agreement and General Release dated as of August 9, 2010
between Registrant and Richard J. M.
Poulson.
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