EXHIBIT 10.7
CEO EMPLOYMENT AGREEMENT
BETWEEN
U.S. PREMIUM BEEF, LTD.
AND
STEVEN D. HUNT
2003 - 2009
THIS EMPLOYMENT AGREEMENT ("Agreement") dated as of the 18th day of
July, 2003, is made by and between U.S. Premium Beef, Ltd., a Kansas cooperative
association ("USPB"), and Steven D. Hunt ("Chief Executive Officer" or "CEO").
1. EMPLOYMENT.
(a) Term of this Agreement. USPB will employ CEO as the chief
executive officer of USPB under this Agreement contingent upon the termination
of the employment agreement between USPB and CEO for the term September, 2002
until August 31, 2005 as provided in paragraph (b). The term of this Agreement
is from September 1, 2003 (the "Effective Date") until August 31, 2009 (the
"Expiration Date") or the date the employment is otherwise terminated as
provided in this Agreement ("Termination Date"). If the closing of the
transaction in paragraph (b), clause (1) does not occur by December 31, 2003
this Agreement terminates and is null and void.
(b) Termination of Previous Employment Agreement. USPB and CEO
agree to terminate the employment agreement between USPB and CEO for the term
September 1, 2002 until August 31, 2005 (the "2002-2005 Employment Agreement")
effective as of August 31, 2003 upon the following conditions:
(1) closing of a transaction under which USPB and others
acquire the interests of Farmland Foods, Inc. and Farmland Industries,
Inc., in NBPCo., L.L.C. and Farmland National Beef Packing Co., L.P.;
(2) USPB's agreement upon the closing of the transaction
in paragraph (b), clause (1) to:
(i) payment at the time specified in the
2002-2005 Employment Agreement of the
long-term bonus by using fiscal year 2003
earnings and grid premiums pro-rated to
one-year;
(ii) payment at the time specified in the
2002-2005 Employment Agreement of the
full-term bonus pro-rated to one year; and
(iii) payment by 60 days after closing of the
transaction identified in paragraph (b),
clause (1) of an early termination bonus of
$250,000 in addition to all payments under
the 2002-2005 Employment Agreement.
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USPB/STEVEN D. HUNT CEO EMPLOYMENT AGREEMENT
2003-2009
2. LOCATION OF EMPLOYMENT. CEO's principal place of employment shall be at
the principal offices of USPB located in Kansas City, Missouri, or at another
location as mutually agreed by USPB and CEO.
3. COMPENSATION. The compensation provided in sections 3(a), 3(b), 3(c)
and 3(d) shall be subject to a cumulative annual cap pro-rated over the term of
this Agreement not to exceed $2,000,000 per year averaged over the term. An
example of the compensation under 3(a), 3(b) 3(c) and 3(d) is provided on
Exhibit A.
(a) Annual Salary. CEO shall be paid by USPB a base annual salary
of $550,000 for employment years ending August 31, 2004, August 31, 2005, and
August 31, 2006; and $700,000 for employment years ending August 31, 2007,
August 31, 2008, and August 31, 2009 (less necessary deductions and withholding)
for each 12-month period (September 1 to August 31) during the term of CEO's
employment under this Agreement, pro-rated for partial years, payable on USPB's
normal payroll dates.
(b) Annual Incentive Plan. In addition to CEO's base Annual Salary
CEO shall, if he is employed by USPB as of the last day of the fiscal year
(except as otherwise provided in this Agreement), be paid an annual incentive
bonus, less necessary deductions and withholding ("Annual Bonus") equal to two
percent (2.0%) of the sum of the total financial benefits to USPB ("USPB Total
Benefits") that exceed $18,000,000. USPB Total Benefits are: (1) audited fiscal
year-end USPB earnings before tax; and (2) two times the fiscal year USPB grid
premiums which is the net sum of all USPB member grid premiums and discounts
calculated through the USPB grid, taking into account all calculators including,
but not limited to, base price, dressing percent, quality grade, outlier cattle
and other specific categories, less the base price calculator excluding any set
base price premium. (Example, if 25 cents per cwt. is paid to a member for one
head of cattle over the western Kansas reported USDA average, then 25 cents per
cwt. times the weight of the head of cattle would be added to the net grid
premium.) This calculation shall be based on the actual cattle delivered by USPB
members to Farmland National Beef Packing Co., LP or its successor under the
Cattle Purchase Agreement unless one of the following two events occur: (1) the
member cattle delivery requirements are reduced below the fiscal year 2004
requirements of 98% delivery; or (2) the penalties for nondelivery are reduced
below fiscal year 2004 levels. If either member delivery requirements are
reduced below 98% or the penalties for nondelivery are reduced, then the fiscal
year grid premiums under clause (2) above shall be adjusted to reflect the grid
premium per head of cattle actually delivered multiplied times the number of
USPB delivery rights held by members. In no event shall the nondelivery
penalties paid by members be included in the net sum of all USPB member grid
premiums under clause (2) above. The Annual Bonus is subject to the following:
(1) Any Annual Bonus accruing with respect to a fiscal
year shall be payable, less normal withholdings, on or before the date
(the "Annual Bonus Date") that is sixty
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USPB/STEVEN D. HUNT CEO EMPLOYMENT AGREEMENT
2003-2009
(60) days following the end of the fiscal year or, if later, ten (10)
days following receipt by the USPB Board, of all completed financial
statements that are relevant to the calculation of the Annual Bonus.
(2) For purposes of calculating any Annual Bonus under
this Section 3(b), or any Long-Term bonus under Section 3(c), USPB's
Total Benefits shall be determined by USPB's accountants using
generally accepted accounting principles consistently applied.
(c) Long-Term Incentive Plan. In addition to CEO's base Annual
Salary and Annual Bonus, CEO shall, (except as otherwise provided in this
Agreement), if CEO is employed by USPB as of August 31, 2006, be paid a
long-term incentive bonus (referred to as "Long-Term Bonus") calculated as
described in clause (1) below, and if CEO is employed by USPB as of August 31,
2009 be paid an additional long-term incentive bonus, calculated as described in
clause (2) below:
(1) the Long-Term Bonus to be paid as a result of CEO's
employment on August 31, 2006 shall be equal to one and one-quarter
percent (1.25%) of the amount by which USPB's Total Benefits from
September 1, 2003 through August 31, 2006, exceed $54,000,000 but are
equal to or less than $84,000,000; plus seventy-five one hundredths of
a percent (0.75%) of the amount by which USPB's Total Benefits from
September 1, 2003 through August 31, 2006 exceed $84,000,000, subject
to clause (3) below; and
(2) the Long-Term Bonus to be paid as a result of CEO's
employment on August 31, 2009 shall be equal to one and one-quarter
percent (1.25%) of the amount by which USPB's Total Benefits from
September 1, 2006 through August 31, 2009, exceed $54,000,000 but are
equal to or less than $84,000,000; plus seventy-five one hundredths of
a percent (0.75%) of the amount by which USPB's Total Benefits from
September 1, 2006 through August 31, 2009 exceed $84,000,000, subject
to clause (3) below; and
(3) any Long-Term Bonus accruing under this Agreement
shall be payable, less necessary deductions and withholding on or
before the date ("Long-Term Bonus Date") that is sixty (60) days
following August 31, 2006 or August 31, 2009 respectively, or, if
later, ten (10) days following receipt by USPB's Board of Directors, of
all completed financial statements that are relevant to the calculation
of the applicable Long-Term Bonus.
(d) Full-Term Incentive Plan. In addition to any other payments
paid under this agreement, CEO shall be paid a full-term incentive bonus
("Full-Term Bonus") in the amount of $550,000 if CEO is employed under this
Agreement through August 31, 2006, and additionally, $700,000 if CEO is employed
under this Agreement through August 31, 2009, except as otherwise provided in
this Agreement. Any Full-Term Bonus accruing under this Agreement
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2003-2009
shall be payable, less necessary deductions and withholdings, on or before
December 31, 2006 for employment through August 31, 2006, and on or before
December 31, 2009 for employment through August 31, 2009.
(e) Phantom Stock Plan. CEO has vested phantom stock rights to
20,000 phantom shares with an exercise price of $55 per share as provided in
this paragraph (e):
(1) Appreciation Rights. Upon exercise of the phantom
shares, CEO shall be paid the amount that the trading price of the
shares ("Market Share Price") exceeds $55 per share times the number of
shares exercised not to exceed 20,000 exercisable phantom shares.
(2) Market Share Price. The "Market Share Price" shall
equal the weighted average price of the previous non-conditional share
transaction prices of the prior sales of USPB common stock. The weighed
average price shall be for the prior share transactions of 20,000
shares of USPB common stock.
(3) Exercise. CEO shall be entitled to exercise phantom
stock share rights upon termination of this Agreement, or at CEO's
election, at the time and under the conditions, and with the same
consequences as if CEO held similar unqualified options to purchase
USPB common stock acquired at the same time as the phantom stock
rights. In either case, payment shall be made to CEO by 90 days after
exercise of the phantom stock share rights.
(4) Asset Sale Distribution Rights. Should USPB liquidate
some or all of USPB's assets and distribute the proceeds to
shareholders or patrons, CEO shall be paid an amount equal to the
equity remaining or the distribution to shareholders or patrons after
liabilities and retained earnings are paid divided by the total number
of USPB common shares outstanding multiplied by the number of CEO's
unexercised phantom stock shares minus $55 per phantom stock share. The
amount under this clause (4) shall be paid at the time distributions
are made to shareholders or patrons. If USPB common stock shares are
redeemed as part of the distribution, the corresponding amount of
phantom stock shares shall be deemed to be exercised as part of the
distribution.
(5) Ownership Interest Distribution Rights. If USPB
distributes ownership rights of another entity to its shareholders, CEO
shall be granted phantom ownership rights in proportion to the
unexercised phantom shares held by CEO to the total issued shares or,
at election of CEO, actual ownership rights corresponding to the
phantom shares as if the unexercised phantom shares were converted to
USPB common shares under clause (6) and were issued to CEO prior to the
time of ownership right distribution. If USPB common stock shares are
redeemed as part of the distribution, the corresponding
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USPB/STEVEN D. HUNT CEO EMPLOYMENT AGREEMENT
2003-2009
amount of phantom stock shares shall be deemed to be exercised as part
of the distribution.
(6) Conversion Rights. Effective as of termination of
this Agreement and at the election of CEO, or upon mutual agreement of
CEO and USPB, CEO may purchase the number of USPB common shares at $55
per share corresponding to the unexercised phantom shares of stock held
by CEO. At election of CEO and upon agreement with USPB, CEO may
convert the unexercised phantom shares of stock to a corresponding
number of unqualified stock options to purchase common shares of USPB
at $55 per share. The purchase or conversion under this clause (6)
shall be considered an exercise of the corresponding number of phantom
shares.
(7) Anti-dilution. CEO's phantom share rights under this
paragraph (e) shall not be diluted by actions of USPB including
transfer of assets to another entity or issuance of shares such that
the number of unexercised phantom share rights held by CEO at the time
of a dilution event under this paragraph (e) shall be increased so that
CEO's phantom share rights are not diluted. For purposes of this clause
(7) USPB's issuance of additional common stock shares at or above the
Market Share Price corresponding to the number of unexercised phantom
share rights held by CEO or the issuance of debt instruments or
preferred stock with fixed (interest like) returns shall not be
considered dilution of CEO's phantom share rights.
(f) Other Benefits. CEO shall be entitled to paid vacations,
personal and sick days consistent with the policy of USPB. CEO shall receive
other compensation as approved by the Board of Directors and shall participate
in all fringe benefits approved by the Board of Directors (including, without
limitation, group medical, life, disability and accidental death and
dismemberment insurance) and benefit plans which shall be available from time to
time to management employees of USPB.
(g) Reimbursement Of Business Expenses. During his employment
under this Agreement, CEO shall also be reimbursed by USPB for reasonable
business expenses actually incurred or services provided under this Agreement,
upon presentation of expenses statements or other supporting information as USPB
customarily requires of its management employees.
(h) Renegotiation Due to Change in Business. USPB and CEO agree to
renegotiate the terms and conditions of this Section 3 if during CEO's
employment under this Agreement if a material change in the business of USPB
occurs, in which:
(i) revenues of Farmland National Beef Packing
Co., L.P. or its successor increase by more
than 50% in a fiscal year over the average
revenue of the prior two fiscal years;
(ii) USPB enters a joint venture by merger,
acquisition, contract or otherwise in which
USPB is not a majority owner;
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USPB/STEVEN D. HUNT CEO EMPLOYMENT AGREEMENT
2003-2009
(iii) the source of revenues of USPB or Farmland
National Beef Packing Co., L.P. or its
successor change more than 50% from the
source of revenues in fiscal year 2003;
(iv) an adverse event such as widespread disease
or widespread calamity which prohibits or
materially changes the ability of the
members as a whole to deliver cattle to
USPB; or
(v) other material change events of the same
scope and magnitude as those listed in
clauses (i) to (iv).
(i) Indemnification. The parties agree to enter into an
Indemnification Agreement attached hereto as Exhibit B.
4. TERMINATION.
(a) Termination Upon Permanent Disability. The employment of CEO
may be terminated by USPB on at least thirty (30) days prior written notice if
the Board of Directors determines that the CEO has become permanently disabled.
CEO shall be deemed to be "permanently disabled," as used in this section, if
CEO has been substantially unable to discharge his duties and obligations under
this Agreement by reason of illness, accident, or disability for a period of 180
days in any twelve-month period. Any disputes concerning the nature or extent of
CEO's disability will be determined by a neutral physician at the expense of
USPB.
(b) Termination Upon Death. The employment of CEO shall
automatically terminate on the date of CEO's death.
(c) Termination For Cause. The employment of CEO may be terminated
forthwith by USPB for cause upon written notice from the Chair of the Board of
Directors to the CEO. The written notice shall provide reasonable detail
regarding the basis for the termination decision. USPB shall have "cause" to
terminate CEO, as used in this subsection, only if CEO has, and the Board of
Directors has determined that CEO has:
(1) refused or failed, after reasonable written notice
that the refusal or failure would constitute a default under this
Agreement, to carry out any reasonable and material order of the Board
of Directors given to him in writing;
(2) been guilty of a willful breach of the terms of this
Agreement;
(3) demonstrated gross negligence or willful misconduct
in the execution of his material assigned duties;
(4) been convicted of a felony or other serious crime;
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USPB/STEVEN D. HUNT CEO EMPLOYMENT AGREEMENT
2003-2009
(5) engaged in fraud, embezzlement or other illegal
conduct to the detriment of USPB;
(6) intentionally imparted confidential information
relating to USPB to a third party, other than in the course of carrying
out CEO's duties, which as resulted in material damage to USPB; or
(7) otherwise fails to reasonably perform his duties and
obligations as contemplated under this Agreement.
(d) Termination By USPB With Any Or No Reason. In addition to the
circumstances set forth above in Sections 4(a), 4(b) and 4(c), USPB may
terminate CEO's employment for any reason or no reason and with or without cause
upon thirty (30) days prior written notice to CEO.
(e) Termination By CEO With Any Or No Reason. CEO may terminate
his employment under this Agreement for any reason or no reason upon thirty (30)
days prior written notice to USPB.
(f) Termination By CEO For Good Reason. CEO may terminate his
employment immediately at any time for good reason (as hereinafter defined) upon
written notice to USPB. For purposes of this subsection, "good reason" shall
mean the occurrence of any of the following:
(1) a significant reduction or adverse alteration in the
duties, authorities or responsibilities as CEO;
(2) removal of CEO from, or any failure to re-appoint CEO
to, any titles, offices or positions held by CEO;
(3) a significant reduction by USPB in CEO's basic salary
or bonus as provided in this Agreement; or
(4) a material and willful breach by USPB of any of its
obligations to CEO under this Agreement.
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USPB/STEVEN D. HUNT CEO EMPLOYMENT AGREEMENT
2003-2009
5. COMPENSATION UPON TERMINATION.
(a) Termination Upon Death Or Permanent Disability. If CEO's
employment is terminated pursuant to Section 4(a) or 4(b) above, CEO shall be
entitled to, and USPB's obligation under this Agreement shall be limited to:
(1) the payment of the compensation accrued under Section
3(a) to the date of the termination plus monthly payments of salary
under Section 3(a) through the date ("Deemed Termination Date") that is
the earlier of the first anniversary of the termination or the
Expiration Date;
(2) the payment, on or before the Annual Bonus Date for
the fiscal year in which the termination occurs and on or before the
Annual Bonus Date for the fiscal year in which the Deemed Termination
Date occurs, of a pro-rated amount (based upon the period of CEO's
employment plus the period through the Deemed Termination Date) of the
Annual Bonus that would have accrued if CEO had remained employed
through the last day of the fiscal year, less normal withholdings;
(3) the payment, on or before the Long-Term Bonus Date
that would have accrued if CEO had remained employed under this
Agreement through August 31, 2009, less normal withholdings; and
(4) the payment, within thirty (30) days following the
termination, of a pro-rated amount (based upon the period of CEO's
employment under this Agreement plus the period through the Deemed
Termination Date) of the Full-Term Bonus that would have accrued if CEO
had remained employed under this Agreement through the Expiration Date,
less normal withholdings.
(b) Termination By USPB For Cause or By CEO For Any Or No Reason.
If CEO's employment is terminated by USPB pursuant to Section 4(c) above, or if
CEO terminates his employment pursuant to Section 4(e) above, USPB's obligation
hereunder shall be limited to the payment of salary accrued under Section 3(a)
to the date of the termination.
(c) Termination By USPB For Any Or No Reason Or By CEO For Good
Reason. If CEO's employment is terminated pursuant to Section 4(d) or 4(f)
above, CEO shall be entitled to, and USPB's obligation under this Agreement
shall be limited to:
(1) the payment of the salary accrued under Section 3(a)
to the date of the termination plus continued monthly payment of salary
under Section 3(a) and benefits listed in Section 3(e) (subject to any
necessary consent of applicable insurers), through the Expiration Date;
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2003-2009
(2) the payment, on or before the Annual Bonus Date for
the fiscal year in which the termination occurs and each fiscal year
thereafter through the Expiration Date, of the Annual Bonus that would
have accrued for the fiscal year if CEO had remained employed under
this Agreement through the last day of the fiscal year, less normal
withholdings;
(3) the payment, on or before the Long-Term Bonus Date,
of the Long-Term Bonus that would have accrued if CEO had remained
employed under this Agreement through August 31, 2009, less normal
withholdings; and
(4) the payment, on or before October 2, 2006 or 2009, of
the Full-Term Bonus that would have accrued if CEO had remained
employed under this Agreement through August 31, 2006 or August
31,2009, less normal withholdings. If consent of the applicable
insurers is not received within 30 days, then the cash value of the
current premiums will be distributed to CEO in equal monthly payments.
6. CONFIDENTIALITY. CEO will not during his employment or subsequent to
his termination use or disclose, other than in connection with his employment
with USPB, any confidential information to any person not employed by or
authorized by USPB to receive such information, without prior written consent of
USPB. Violation of this provision by CEO shall constitute reasons for
termination for cause by USPB.
(a) Non-competition. USPB agrees not to restrict CEO's ability to
engage in a competitive business following the termination of his employment,
for whatever reason.
(b) Waiver of Severance Benefits. CEO agrees to waive any claim
for severance benefits other than those stated in Section 5 above.
(c) Successors and Assigns. This Agreement shall be binding on and
inure to the benefit of any successor of USPB. Any successor shall absolutely
and unconditionally assume all of USPB's obligations under this Agreement.
(d) Disputes. Any dispute, controversy or claim for damages
arising in connection with this agreement shall be settled exclusively by
arbitration in Kansas City, Missouri, at a location designated by USPB by an
arbitrator selected by the parties and in accordance with the rules of the
American Arbitration Association then in effect. The parties shall share equally
the expenses of arbitration, unless otherwise agreed.
(e) Governing Law. The validity, interpretation, construction,
performance, enforcement and remedies relating to this agreement and the rights
and obligations of the parties shall be governed by the substantive laws of the
state of Kansas.
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USPB/STEVEN D. HUNT CEO EMPLOYMENT AGREEMENT
2003-2009
(f) Entire Agreement. This Agreement constitutes the entire
agreement and understanding between the CEO and USPB in reference to all matters
in this Agreement. This Agreement replaces and rescinds any prior agreements or
understandings between CEO and USPB.
CEO
/s/ Steven D. Hunt
----------------------------
Steven D. Hunt
U.S. PREMIUM BEEF, LTD.
By: /s/ N. Terry Nelson
----------------------
Its: Chairman
Date: July 18, 2003
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EXHIBIT A
COMPENSATION EXAMPLE
EXHIBIT B
INDEMNIFICATION AGREEMENT
EXHIBIT B INDEMNIFICATION AGREEMENT
TO CEO EMPLOYMENT AGREEMENT
INDEMNIFICATION AGREEMENT
BETWEEN
U.S. PREMIUM BEEF, LTD.
AND
STEVEN D. HUNT
THIS INDEMNIFICATION AGREEMENT is entered into as of July 18, 2003, by
and between U.S. Premium Beef, Ltd., a Kansas cooperative association ("USPB"),
and Steven D. Hunt ("Chief Executive Officer" or "CEO").
RECITALS
WHEREAS, USPB wishes to retain CEO to render services for USPB on the
terms and conditions set forth in that certain "CEO Employment Agreement between
U.S. Premium Beef, Ltd. and Steve D. Hunt" of even date herewith (the
"Employment Agreement") and CEO has agreed to be retained and employed by USPB
on the terms and conditions set forth in such Employment Agreement;
WHEREAS, the Employment Agreement provides that USPB and the CEO shall
enter into an Indemnification Agreement upon execution of the Employment
Agreement;
WHEREAS, USPB and the CEO desire to set forth in writing the terms and
conditions with respect to USPB's indemnification of CEO, which terms and
conditions are a part of and a condition to CEO's employment by USPB pursuant to
the Employment Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the respective
undertakings of USPB and the CEO set forth below, and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, USPB and the CEO agree
as follows:
1. INDEMNIFICATION. USPB shall, to the extent not expressly prohibited by
Chapter 17, Article 16 of the Kansas Statutes (the Kansas Cooperative Marketing
Act) or other provisions of Chapter 17 of the Kansas Statutes (the General
Corporations Code of Kansas), indemnify CEO against reasonable expenses,
including attorneys' fees, and against loss or liability incurred by or asserted
against CEO in a legal matter or proceeding in which CEO is a party or is
threatened to be made a party because CEO is, or was, an officer or employee of
USPB or another entity, where the CEO's service as an officer or employee of
such other organization is at the request of USPB. USPB shall advance amounts to
cover expenses, or pay expenses, that are included in the
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EXHIBIT B INDEMNIFICATION AGREEMENT
TO CEO EMPLOYMENT AGREEMENT
foregoing indemnity, upon request from the CEO. These indemnification rights
shall not be deemed to exclude any rights to which the CEO may otherwise be
entitled. The foregoing right to indemnification shall: (1) inure to the CEO
whether or not he is an officer or employee at the time such liability or
expenses are asserted, imposed or incurred and whether or not the claim asserted
is based on matters which pre-date this Indemnification Agreement; and (2)
extend to the CEO's heirs and legal representatives in the event of the CEO's
death.
2. EXCLUSIONS FROM INDEMNIFICATION. The right to indemnification in
Section 1 does not include any liability or expense relating to a matter in
which the CEO is finally adjudged to have breached or failed to perform a duty
that CEO owes to USPB and the breach or failure to perform constitutes any of
the following: (1) a willful failure to deal fairly with USPB or its members in
connection with a matter in which the CEO has a material conflict of interest;
(2) a violation of the criminal law, unless the CEO had reasonable cause to
believe that CEO's conduct was lawful or no reasonable cause to believe that
CEO's conduct was unlawful; (3) a transaction from which the CEO derived an
improper personal profit; or (4) willful misconduct. Determination of whether
the CEO is entitled to the indemnification provided for above shall be made as
provided in Chapter 17 of the Kansas Statutes.
3. INSURANCE. USPB further agrees that during the term of the Employment
Agreement and for a period of six (6) years thereafter, USPB shall maintain in
full force and effect a director's and officer's insurance policy insuring the
CEO against liability asserted and incurred by the CEO in the CEO's capacity as
an officer, manager, employee or agent of USPB or another entity as described in
Section 1 or arising from the CEO's status as an officer, manager, employee or
agent of USPB or another entity as described in Section 1. Such insurance shall
be in such amounts and contain such terms and conditions as are reasonable and
customary for a company of the size and scope of USPB participating in the
industry and business in which USPB is engaged, all as determined by the mutual
agreement of USPB and the CEO.
4. RELATIONSHIP WITH EMPLOYMENT AGREEMENT. This Indemnification Agreement
is hereby made a part of and incorporated into the Employment Agreement. In the
event of any conflict between the terms and conditions of the Employment
Agreement and this Indemnification Agreement, the terms and conditions of this
Indemnification Agreement shall control.
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EXHIBIT B INDEMNIFICATION AGREEMENT
TO CEO EMPLOYMENT AGREEMENT
IN WITNESS WHEREOF, USPB and the CEO have executed this Indemnification
Agreement as of the date set forth in the first paragraph.
U.S. PREMIUM BEEF, LTD.
By: /s/ N. Terry Nelson
-----------------------
Its: Chairman
CEO
/s/ Steven D. Hunt
--------------------------
Steven D. Hunt
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