EXHIBIT 10.3
[PREMIUM STANDARD FARMS LOGO]
PREMIUM STANDARD FARMS
LONG TERM INCENTIVE PROGRAM
FY2005 - FY2007
1
PREMIUM STANDARD FARMS
LONG TERM INCENTIVE PLAN (LTIP)
"AT A GLANCE"
PURPOSE: Encourage sustained growth of the Company.
Provide key executives with capital accumulation
opportunity.
Encourage retention and motivation of key PSF
executives.
ELIGIBILITY: Senior managers of PSF who are responsible for the
leadership and accountability of the
long-term growth and earnings of PSF as determined
by PSF Compensation Committee.
PERFORMANCE 3 Years - April 1, 2004 through March 31, 2007
PERIOD:
PERFORMANCE Return on Net Assets (RONA)
MEASURE:
PERFORMANCE Threshold: 8% RONA will pay at 30% of pool
TARGETS: Goal: 12% RONA will pay at 100% of pool
Stretch Goal: 15% Increase for each 1% increase
in RONA over Target. Example: 12%
RONA will pay at 100% and 13% RONA
will pay at 115%.
PARTICIPANT'S Assigned by the CEO at the inception of the LTIP
period.
SHARE OF POOL: Each participant's percentage share of the Pool
determines annual eligible LTIP award.
PARTICIPANT'S Divided into two sections: Incentive and Discretionary:
AWARD: Incentive: Two-thirds of the earned LTIP
award is allocated to incentives
based on RONA.
Discretionary: One-third of the earned LTIP award
is allocated to discretionary
objectives based on overall
performance and effort at the end of
each year.
2
VESTING: One-Third at the end of each fiscal Year
DEFERRED COMPENSATION: At the option of the participant
ADMINISTRATION: The Compensation Committee of PSF shall be responsible
for the administration and interpretation of all plan
provisions.
3
PREMIUM STANDARD FARMS
LONG TERM INCENTIVE PLAN (LTIP)
SUMMARY
PURPOSE
The senior leadership of PSF wanted to create a total compensation rewards
program that encouraged key executives to stay with the Company over a period of
time and to commit to strategic business objectives designed to give the Company
a competitive edge in the market place while encouraging long-term growth and
profitability. When achieved, PSF would reward key executives in such a way to
ensure our long-term compensation practices are competitive with long-term plans
offered by both public and private companies. Further, the plan is designed to
encourage teamwork among top executives while providing opportunities to be
individually recognized and rewarded for exceptional effort and performance.
ELIGIBILITY
Senior managers selected by the PSF Compensation Committee are eligible to
participate in the LTIP. Selected participants are charged with the
responsibility of providing superior leadership and accountability for long-term
earnings growth.
PERFORMANCE PERIOD
The LTIP period begins on April 1, 2004 and concludes on March 31, 2007. The
plan is a rolling three year plan based on three years of performance.
PERFORMANCE MEASUREMENT
The LTIP uses Return on Net Assets (RONA) as the singular performance
measurement on the incentive portion during the entire LTIP performance period.
RONA as a performance measurement will include both operating and non-operating
earnings (before interest and taxes) and will be determined after accruing for
the cost of this long-term plan (post-accrual earnings). Deferred taxes will be
excluded from the RONA calculation.
PARTICIPANT'S SHARE OF THE POOL
All eligible executives are assigned a percentage of base pay that will be paid
if the RONA goals are met. The percentage is usually granted by the CEO at the
beginning of the LTIP period. Once assigned, each participating executive can
compute their individual annual amount by multiplying their percentage by their
annual salary.
4
PARTICIPANT'S LTIP AWARDS
All LTIP awards are divided into two sections: Incentive and Discretionary.
Incentive
The incentive portion of the LTIP is determined at the beginning of the LTIP
period and represents two-thirds of the participants eligible payment. The
incentive portion of the LTIP is awarded based on RONA achievement.
Discretionary Pool
The discretionary portion of the LTIP is determined at the conclusion of the
LTIP period and represents one-third of the participants eligible payment. The
discretionary portion of the LTIP is based on the assessment of the CEO at the
conclusion of the LTIP period and is generally determined by the participants'
overall performance during the LTIP period. Since this portion of the LTIP is
completely discretionary, it may be more, less, or the same as what was computed
using one-third of the participants total Pool as a base.
VESTING
Vesting of a Participants Incentive Pool interest is based on continued
employment with Premium Standard Farms:
o One-Third of Incentive Pool vests at end of 1st Year (3/31/05)
o One-Third of Incentive Pool vests at end of 2nd Year (3/31/06)
o One-Third of Incentive Pool vests at end of 3rd Year (3/31/07)
o There is no vesting schedule associated with the Discretionary portion
of the LTIP. All discretionary awards pay out shortly after the
conclusion of the LTIP period provided the participant has continued
employment with the Company.
Full vesting rights are accorded executives who leave the Company due to death,
disability or at normal retirement age during the performance period. Executives
that transfer to ContiGroup or another company under PSF Holdings Inc. will
retain a pro-rata interest in the PSF LTIP assuming all other criteria are met.
Special vesting and funding rules apply if the Company is sold or in the event
of an initial public offering (IPO) during the performance period. Should this
occur the PSF Compensation Committee would review the circumstances and
determine the appropriate course of action to take at that time.
5
DEFERRED COMPENSATION
LTIP awards received at the conclusion of the LTIP period can be completely or
partially deferred however, the decision to defer compensation must be made at
least by the end of the calendar year preceding the actual award declaration.
The conditions and provisions of this benefit are detailed in the PSF Deferred
Compensation Plan Summary Plan Description. Contact the Vice President of Human
Resources for a copy.
ADMINISTRATION
The Compensation Committee of the Board of Directors shall approve the
administration of the LTIP. The Compensation Committee shall have the sole
responsibility for the interpretation of all LTIP requirements and the payment
of LTIP benefits. While the Compensation Committee generally expects the earning
expectations and the thresholds to remain in tact during the entire LTIP period,
they do reserve the right to alter or modify the earnings expectations and RONA
thresholds during the LTIP period in the event of unforeseen and extraordinary
events. Additionally, the Compensation Committee may modify the provisions of
the LTIP where there are major capital infusions or major withdrawal of capital
during the LTIP period. The Compensation Committee also has the right to add and
delete participants, subject to vesting, at their discretion.
6