Vice President of Sales Employment Agreement

EXHIBIT 10.15


AMENDMENT
TO
EMPLOYMENT AGREEMENT


THIS AMENDMENT (the "Amendment") is made and entered into as of the 11th day of May, 2004 ("Execution Date"), by and between Pierre Foods, Inc., a North Carolina corporation (the "Company"), and Robert C. Naylor, a resident of the State of Ohio ("Executive").


WITNESSETH:


WHEREAS, Executive serves the Company in the capacity of Senior Vice President of Sales and Marketing of the Company pursuant to a certain Employment Agreement dated December 31, 2001 (the "Original Agreement"); and


WHEREAS, the Company considers it essential to the best interest of its sole shareholder, PF Management, Inc. ("PFMI") to foster the continued employment of key management personnel in a period of uncertainty recognizing that the possibility of a change in control exists and that such possibility, and the uncertainty and questions which it necessarily raises among management, may result in the departure or distraction of key management personnel to the detriment of the Company and PFMI in this period when their undivided attention and commitment to the best interests of the Company and PFMI are particularly important; and


WHEREAS, the Company wishes to assure itself of the services of the Executive without distraction from any circumstances arising from the possibility of a change in control of the Company and to incentivize the Executive to remain with the Company during any such process to assist in obtaining an execution of any such corporate transaction (the "Transaction"), and the Executive wishes to continue to serve in the employ of the Company in the current capacity and upon the terms and conditions set forth in the Original Agreement, as modified and amended hereby for the compensatory arrangement in the event of a Transaction; and


WHEREAS, the parties desire to make and memorialize certain amendments to the Original Agreement.


NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows:


1. Definitions. Except as otherwise defined in the Original Agreement, all capitalized terms herein not otherwise defined shall have the same meaning as in the Original Agreement. For purposes hereof:


(a) "Code" shall mean the United States Internal Revenue Code of 1986,
as amended.


1


(b) "Change of Control Date" shall mean the date on which a Change of
Control shall be deemed to have occurred.


(c) "Shareholders Agent" shall mean David R. Clark, or such other person
appointed as the agent and representative of the shareholders of
PFMI with respect to the Transaction under a Shareholders Agent
Agreement.


(d) "Parachute Payment" shall mean any payment in the nature of
compensation payable to the Executive if such payment is contingent
on a change in the ownership or effective control of the Company or
PFMI.


(e) "Acquirer" means the person or entity acquiring the shares of PFMI
by reason of a Change of Control.


(f) "Shareholders Agent Agreement" shall mean an agreement binding on
the shareholders of PFMI and executives of the Company participating
in bonuses as a result of a Transaction, said agreement specifying
the rights and obligations of the parties.


2. Change of Control Amendment. Subject to the Effective Conditions (as herein defined) and provided the Executive is in the employment of the Company as of the Change of Control Date, the parties hereby agree to amend subsection f. of Section 2.3 of the Original Agreement to read as follows:


f. Change of Control. If a Change of Control shall occur before the termination of this Agreement, then the Company shall pay to Executive, in lump sum by bank check or other good funds, simultaneously with the Change of Control on the Change of Control Date, a bonus ("Bonus") equal to 3% of the net proceeds realized by PFMI's shareholders and Executive and the other officers of the Company receiving payments similar to the Bonus hereunder from the Transaction, after all purchase price adjustments and reductions for the retirement of debt and other obligations of the Company (excluding the Bonus hereunder and other bonuses payable to other officers of the Company), and escrow and indemnity deposits and other adjustments (including costs and fees) as may be necessary or re ...