Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 881K
2: EX-10.1 Material Contract HTML 52K
11: EX-10.10 Material Contract HTML 61K
12: EX-10.11 Material Contract HTML 68K
13: EX-10.12 Material Contract HTML 57K
14: EX-10.13 Material Contract HTML 52K
15: EX-10.14 Material Contract HTML 102K
16: EX-10.15 Material Contract HTML 102K
17: EX-10.16 Material Contract HTML 53K
3: EX-10.2 Material Contract HTML 60K
4: EX-10.3 Material Contract HTML 58K
5: EX-10.4 Material Contract HTML 51K
6: EX-10.5 Material Contract HTML 49K
7: EX-10.6 Material Contract HTML 54K
8: EX-10.7 Material Contract HTML 54K
9: EX-10.8 Material Contract HTML 59K
10: EX-10.9 Material Contract HTML 64K
18: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
19: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
20: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
21: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
28: R1 Document and Entity Information HTML 80K
29: R2 Consolidated Condensed Statements Of Income HTML 106K
30: R3 Consolidated Condensed Statements of Comprehensive HTML 61K
Income
31: R4 Consolidated Condensed Balance Sheets HTML 118K
32: R5 Consolidated Condensed Balance Sheets HTML 35K
(Parentheticals)
33: R6 Consolidated Condensed Statements of Shareholders' HTML 99K
Equity
34: R7 Consolidated Condensed Statements Of Cash Flows HTML 100K
35: R8 Other Comprehensive Income (Loss) HTML 56K
36: R9 Other Comprehensive Income (Loss) (Tables) HTML 55K
37: R10 Other Comprehensive Income (Loss) (Components Of HTML 66K
Other Comprehensive Income (Loss)) (Details)
38: R11 Accounting Policies HTML 82K
39: R12 Inventories HTML 33K
40: R13 Property, Plant And Equipment HTML 37K
41: R14 Restructuring and Related Charges HTML 28K
42: R15 Other Current Liabilities HTML 34K
43: R16 Debt HTML 55K
44: R17 Equity HTML 40K
45: R18 Income Taxes HTML 29K
46: R19 Earnings Per Share HTML 54K
47: R20 Derivative Financial Instruments HTML 69K
48: R21 Fair Value Measurements HTML 129K
49: R22 Pension and Other Postretirement Benefit Plans HTML 48K
50: R23 Segment Reporting HTML 111K
51: R24 Commitments And Contingencies HTML 58K
52: R25 Accounting Policies (Policy) HTML 52K
53: R26 Inventories (Policy) HTML 28K
54: R27 Accounting Policies Changes in Accounting HTML 71K
Principles (Tables)
55: R28 Inventories (Tables) HTML 33K
56: R29 Property, Plant And Equipment (Tables) HTML 36K
57: R30 Other Current Liabilities (Tables) HTML 33K
58: R31 Debt (Tables) HTML 50K
59: R32 Equity (Tables) HTML 39K
60: R33 Earnings Per Share (Tables) HTML 53K
61: R34 Derivative Financial Instruments (Tables) HTML 75K
62: R35 Fair Value Measurements (Tables) HTML 124K
63: R36 Pension and Other Postretirement Benefit Plans HTML 45K
(Tables)
64: R37 Segment Reporting (Tables) HTML 105K
65: R38 Accounting Policies Changes in Accounting HTML 146K
Principles (Details)
66: R39 Inventories (Schedule Of Inventory) (Details) HTML 35K
67: R40 Property, Plant And Equipment (Details) HTML 44K
68: R41 Restructuring and Related Charges Restructuring HTML 41K
(Details)
69: R42 Other Current Liabilities (Schedule of Other HTML 36K
Current Liabilities) (Details)
70: R43 Debt (Major Components Of Debt) (Details) HTML 92K
71: R44 Debt (Narrative) (Details) HTML 65K
72: R45 Equity (Schedule of Share Repurchases) (Details) HTML 36K
73: R46 Equity (Narrative) (Details) HTML 28K
74: R47 Income Taxes (Details) HTML 29K
75: R48 Earnings Per Share (Schedule Of Earnings Per HTML 76K
Share, Basic And Diluted) (Details)
76: R49 Earnings Per Share (Narrative) (Details) HTML 39K
77: R50 Derivative Financial Instruments (Aggregate HTML 39K
Outstanding Notionals) (Details)
78: R51 Derivative Financial Instruments (Pretax Impact Of HTML 28K
Cash Flow Hedge Derivative Instruments On The
Consolidated Statements Of Income) (Details)
79: R52 Derivative Financial Instruments (Pretax Impact Of HTML 33K
Fair Value Hedge Derivative Instruments On The
Consolidated Statements of Income) (Details)
80: R53 Derivative Financial Instruments (Pretax Impact Of HTML 49K
Undesignated Derivative Instruments On The
Consolidated Statements Of Income) (Details)
81: R54 Derivative Financial Instruments (Narrative) HTML 28K
(Details)
82: R55 Fair Value Measurements (Schedule Of Assets And HTML 89K
Liabilities Measured At Fair Value On A Recurring
Basis) (Details)
83: R56 Fair Value Measurements (Schedule Of Debt HTML 42K
Securities Measured At Fair Value On A Recurring
Basis, Unobservable Input Reconciliation)
(Details)
84: R57 Fair Value Measurements (Schedule Of Available For HTML 35K
Sale Securities) (Details)
85: R58 Fair Value Measurements (Schedule Of Fair Value HTML 29K
And Carrying Value Of Debt) (Details)
86: R59 Fair Value Measurement (Narrative) (Details) HTML 29K
87: R60 Pension and Other Postretirement Benefit Plans HTML 48K
(Details)
88: R61 Segment Reporting (Segment Reporting Information, HTML 67K
By Segment) (Details)
89: R62 Segment Reporting Disaggregation of Revenue (By HTML 86K
Segment and Distribution Channel) (Details)
90: R63 Segment Reporting (Narrative) (Details) HTML 65K
91: R64 Commitments (Narrative) (Details) HTML 43K
92: R65 Contingencies (Narrative) (Details) HTML 56K
93: R9999 Uncategorized Items - tsn-20210102.htm HTML 26K
95: XML IDEA XML File -- Filing Summary XML 155K
27: XML XBRL Instance -- tsn-20210102_htm XML 2.19M
94: EXCEL IDEA Workbook of Financial Reports XLSX 100K
23: EX-101.CAL XBRL Calculations -- tsn-20210102_cal XML 204K
24: EX-101.DEF XBRL Definitions -- tsn-20210102_def XML 922K
25: EX-101.LAB XBRL Labels -- tsn-20210102_lab XML 1.53M
26: EX-101.PRE XBRL Presentations -- tsn-20210102_pre XML 1.07M
22: EX-101.SCH XBRL Schema -- tsn-20210102 XSD 154K
96: JSON XBRL Instance as JSON Data -- MetaLinks 408± 589K
97: ZIP XBRL Zipped Folder -- 0000100493-21-000015-xbrl Zip 1.10M
This
Award is granted on the Grant Date by Tyson Foods, Inc., a Delaware corporation, to the Team Member (hereinafter referred to as “you”) identified on the cover page of this Stock Incentive Award Agreement (the “Award” as embodied by this “Award Agreement”).
1.Terms and Conditions. The Award of Stock Options (as set forth on the cover page of this Award Agreement) is subject to all the terms and conditions of the Tyson Foods, Inc. 2000 Stock Incentive Plan or any successors thereto, as such plan or its successors may be amended and restated from time to time (the “Plan”). Unless otherwise defined herein, all capitalized terms in this Award Agreement shall have the meaning stated in the Plan. Please see the Plan document for more information on these terms and conditions. A copy of the Plan is available upon request.
2.Definitions. For
purposes of this Award Agreement, the following terms shall have the meanings set forth below:
(i)“Cause” is defined as a Termination of Employment as a result of the occurrence of one or more of the following events:
(a) job-related misconduct or non-performance of duties;
(b) violation of the policies of Tyson (including a violation of the Code of Conduct);
(c) any willful and wrongful conduct or omission by you that injures Tyson;
(d) any act by you of intentional misrepresentation or embezzlement, misappropriation or conversion of assets of Tyson;
(e) you are convicted of, confess to, plead no contest to, or become the subject of proceedings that provide a reasonable basis for Tyson
to believe that you have been engaged in a felony, serious crime, job-related misdemeanor, or similar offense; or
(f) your intentional or willful violation of any restrictive covenant or other agreement to which you are a party with Tyson.
For purposes of this Award Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of Tyson. In no event shall your Employer’s failure to notify you of the occurrence of any event constituting Cause, or failure to terminate you as a result of such event, be construed as a consent to the occurrence of that event or future events, whether or not similar to the initial occurrence, or a waiver of your Employer’s right to terminate you for Cause as a result
thereof.
(ii) “Change in Control” shall have the meaning ascribed to it in the Plan but shall not include any event as a result of which one or more of the following persons or entities possess or continues to possess, immediately after such event, over fifty percent (50%) of the combined voting power of Tyson or, if applicable, a successor entity: (a) Tyson Limited Partnership, or any successor entity; (b) individuals related to the late Donald John Tyson by blood, marriage or adoption, or the estate of any such individual (including Donald John Tyson’s); or (c) any entity (including, but not limited to, a partnership, corporation, trust or limited liability company) in which one or more of the entities, individuals
or estates described in clauses (a) and (b) hereof possess over fifty percent (50%) of the combined voting power or beneficial interests of such entity.
(iii) “Disability” shall have the same meaning as provided in the long-term disability plan or policy maintained or, if applicable, most recently maintained, by Tyson or your Employer. If no long-term disability plan or policy was ever maintained on your behalf or, if the determination of Disability relates to an incentive stock option, Disability means that condition described in Section 22(e)(3) of the Internal Revenue Code (the “Code”), as amended, or any successors thereto, and any regulations or rulings issued thereunder. In the event of a dispute, the determination of Disability will be made by the Committee (as defined in the Plan) and will be supported by the advice of a physician competent in the area to which such Disability
relates.
(iv) “Employer” shall mean, to the extent you are not directly employed by Tyson, the Affiliate that employs you.
(v) “Good Reason” is defined as the occurrence of any one or more of the following actions or events without your written consent; provided that you may not rely on any particular action or event as a basis for terminating your employment for Good Reason unless you deliver a Notice of Good Reason based on that action or event within thirty (30) days of its initial occurrence and Tyson (or its successors) has failed to correct the circumstances cited by you as constituting Good Reason within thirty (30) days of such Notice of Good Reason and you resign within thirty (30) days following such failure:
(a) A material diminution in authority, duties or responsibilities (not merely a change in job title
alone);
(b) Greater than a fifteen percent (15%) decrease in the total of your then-current (i) base salary, (ii) target annual cash award opportunity under the Tyson Foods, Inc. Annual Incentive Plan, or any successors thereto, as such plan or its successors may be amended or restated from time to time, as determined by Tyson in its sole discretion, and (iii) target grant date value of the annual long-term incentive award under the Plan, as determined by Tyson in its sole discretion;
(c) Transfer of your primary employment location beyond fifty (50) miles; or
(d) The failure by Tyson to obtain a satisfactory agreement from any successor to assume and agree to perform the obligations under this Award Agreement for at least twenty-four (24) months following a Change in Control.
(vi) “Release”
shall mean that specific document which your Employer shall present to you for consideration and execution after your Termination of Employment, under which you agree to irrevocably and unconditionally release and forever discharge Tyson, your Employer, and the Affiliates and related parties from any and all causes of action which you at that time had or may have had against Tyson, your Employer, and the Affiliates and related parties (excluding any claim under state workers’ compensation or unemployment laws). The Release will be provided to you as soon as practicable after your termination date, but in any event in sufficient time so that you will have adequate time to review the Release as provided by applicable law.
(vii) “Termination of Employment” shall have the meaning ascribed to it in the Plan but, in the event of a Change in Control, any successor and its affiliates shall replace Tyson and its Affiliates
in interpreting the meaning of a Termination of Employment.
(viii) “Tyson” means Tyson Foods, Inc. or any successor thereto.
3.Vesting
3.1.Vesting Schedule and Forfeiture. The Award shall vest pursuant to the foregoing Vesting Schedule and shall be considered as fully earned and exercisable by you on each applicable Vesting Date, subject to the further provisions of this Section 3. Notwithstanding any other provision of this Award Agreement to the contrary, the unvested portion of the Award will be forfeited back to Tyson in the event of your Termination of Employment before a Vesting Date, except as otherwise provided in Sections 3.2 through 3.4. The events described in Sections 3.2 through 3.4 are referred to herein as “Vesting Events.”
3.2.Death
or Disability. In the event your employment with Tyson is terminated due to death or Disability before the Award is vested in full, you shall vest in a pro rata portion of any unvested portion of the Award determined by multiplying the total number of granted option shares by a fraction, the numerator of which is the total number of days that you were employed by your Employer between the Grant Date and your Termination of Employment and the denominator of which is the total number of days over the entire Vesting Schedule, less the number of any option shares that had vested prior to the Termination of Employment.
3.3.Termination by Tyson without Cause or by you for Good Reason; Voluntary Termination under the “5+1” Officer Separation Program. In the event of your Termination of Employment by your Employer for
reasons other than for Cause, or by you for Good Reason or through participation in the Officer Separation Program component of the Executive Severance Plan of Tyson Foods, Inc., contingent upon your timely execution and non-revocation of a Release, you shall vest in a pro rata portion of any unvested portion of the Award determined by multiplying the total number of granted option shares by a fraction, the numerator of which is the total number of days that you were employed by your Employer between the Grant Date and your Termination of Employment and the denominator of which is the total number of days over the entire Vesting Schedule, less the number of any option shares that had vested prior to the Termination of Employment.
3.4.Change
in Control. Following a Change in Control that occurs before the Award becomes fully vested, you shall fully vest in the unvested portion of the Award upon the occurrence of either of the following events, provided such event occurs no later than twenty-four (24) months following the Change in Control (to the extent the Award has not otherwise become fully vested prior to such event): (i) you experience a Termination of Employment by your Employer without Cause or (ii) you resign from your employment on account of Good Reason. The Award will be settled in the same form of consideration received by shareholders of Tyson Foods, Inc.’s Class A common stock in connection with the Change in Control transaction, unless the express terms of the documentation establishing the terms of the Change in Control provide otherwise.
4.Vesting The
Award will be exercisable upon the Vesting Dates and/or Vesting Events set forth in Section 3. In the event of your Termination of Employment, the vested portion of your Award shall no longer remain exercisable, except as follows:
4.1.Termination of Employment. Except as provided in Section 4.2 and Section 4.3, in the event of your Termination of Employment, your vested Award will remain exercisable for a period of three (3) months from the Termination of Employment, but not longer than ten (10) years from the Grant Date.
4.2.Death or Disability. In the event your Termination of Employment is due to death or Disability, your vested Award will remain exercisable by you, or your Beneficiary in the case of your death,
for a period of thirty-six (36) months from the Termination of Employment, but not longer than ten (10) years from the Grant Date.
4.3.Termination by Tyson without Cause or by you for Good Reason, or Voluntary Termination under the “5+1” Officer Separation Program. In the event your Termination of Employment is effected by Tyson without Cause, by you for Good Reason, or through participation in the Officer Separation Program component of the Executive Severance Plan of Tyson Foods, Inc., contingent upon your timely execution and non-revocation of a Release, your vested Award will remain exercisable by you for a period of thirty-six (36) months from the Termination of Employment, but not longer than ten (10) years from the Grant Date.
5.Manner
of Exercise of Award. The vested portion of the Award may be exercised through any of the following methods as provided under the Plan:
5.1.Cash of not less than the product of the Exercise Price multiplied by the number of shares to be purchased on exercise, plus the amount of any required tax withholding;
5.2.Delivery to Tyson of the number of shares owned at least six (6) months at the time of exercise having a fair market value of not less than the product of the Exercise Price multiplied by the number of shares to be purchased on exercise, plus the amount of any required tax withholding;
5.3.Cashless exercise through a broker designated by Tyson, which shall account
for, and include, any required tax withholding but not to exceed the required minimum statutory withholding:
5.4.Withholding of the number of shares having a fair market value of not less than the product of the Exercise Price multiplied by the number of shares to be purchased on exercise, plus the amount of any required tax withholding but not to exceed the required minimum statutory withholding; or
5.5.Unless the Award is no longer exercisable under the terms of Section 4 above, by accepting the terms herein you consent to have the options automatically exercise, using any of the above methods at Tyson’s sole discretion, either
at the end of the period defined in Section 4.1 through Section 4.3, as applicable, or, if earlier, on the tenth (10th) anniversary of the Grant Date (or, if the 10th anniversary of the Grant Date is not a business day, the business day immediately preceding the 10th anniversary of the Grant Date), if the price per share of Tyson stock at the time of exercise is greater than the Exercise Price.
6.Withholding Taxes. Regardless of any action Tyson or your Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), you acknowledge and
agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that Tyson and your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting of the Award, the exercise of the Award, the subsequent sale of any shares of Stock acquired pursuant to the Award and the receipt of any dividends, and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items. Tyson or your Employer shall withhold taxes by any manner acceptable or administratively feasible under the terms of the Plan, but not to exceed the maximum tax due for the applicable income you receive from the Award, consistent with the laws of the applicable federal, state or local taxing authority.
7.Clawback. Notwithstanding
any other provision of this Award Agreement to the contrary, by executing this Award Agreement and accepting the Award, you agree and consent to the application and enforcement of any clawback policy that may be implemented by Tyson (whether in existence as of the Grant Date or later adopted, and as such policy may be amended from time to time) that may apply to you, any shares of Stock issued pursuant to this Award and/or any amount received with respect to any sale of any such shares of Stock, and you expressly agree that Tyson may take such actions as are necessary to effectuate the enforcement of such policy without your further consent or action. For purposes of the foregoing, you expressly and explicitly authorize Tyson to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by Tyson to hold your shares of Stock and other amounts acquired pursuant to your Award to re-convey, transfer or otherwise return such shares
of Stock and/or other amounts to Tyson upon Tyson's enforcement of such policy. To the extent that the terms of this Award and any such policy conflict, then the terms of such policy shall prevail.
8.Beneficiary Designation. In accordance with the terms of the Plan, you may name a Beneficiary who may exercise the Award under this Award Agreement in case of your death before you receive any or all of the Award. Each Beneficiary designation shall revoke all prior designations, shall be in a form prescribed by the Committee, and shall be effective only when filed in writing with the Committee during your lifetime.
9.Right of the Committee. The Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award
Agreement, all of which shall be binding.
10.Severability. In the event that any one or more of the provisions or a portion thereof contained in this Award Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provision of this Award Agreement, and this Award Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.
11.Entire Agreement. Subject to the terms and conditions of the Plan, this Award Agreement expresses the entire understanding and
agreement of Tyson and you with respect to the subject matter. In the event of any conflict or inconsistency between the provisions of this Award Agreement and the terms applicable to stock incentive awards set forth in any employment agreement, offer letter, or other agreement or arrangement that you have entered into with Tyson and/or its Affiliates, the former will always control. In the event of any conflict between the provisions of the Plan and the terms of this Award Agreement, the provisions of the Plan will control unless this Award Agreement explicitly states that an exception to the Plan is being made. The Award has been made pursuant to the Plan and an administrative record is maintained by the Committee.
12.Restrictions on Transfer of Award. Any disposition of the Award or any portion thereof shall be a violation of the terms of this Award Agreement and shall be
void and without effect; provided, however, that this provision shall not preclude a transfer as otherwise permitted by the Plan.
13.Headings. Section headings used herein are for convenience of reference only and shall not be considered in construing this Award Agreement.
14.Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Award Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and an injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.
15.No Vested Right in Future Awards. You
acknowledge and agree by executing this Award Agreement that the granting of the Award under this Award Agreement is made on a fully discretionary basis by Tyson and that this Award Agreement does not lead to a vested right to further awards of any type in the future. Further, the Award set forth in this Award Agreement constitutes a non-recurrent benefit and the terms of this Award Agreement are applicable only to the Award granted pursuant to this Award Agreement.
16.No Right to Continued Employment. You acknowledge and agree (through electronic acknowledgment and acceptance of this Award Agreement) that neither the adoption of the Plan nor the granting of any award shall confer any right to continued employment with Tyson, nor shall it interfere in any way with Tyson’s right to terminate your employment at any time for any reason.
17.Reduction
to Maximize After-Tax Benefits. Notwithstanding anything contained in this Award Agreement to the contrary, if the total payments to be paid to you under this Award, along with any other payments to you by Tyson, would result in you being subject to the excise tax imposed by Section 4999 of the Code (commonly referred to as the “Golden Parachute Tax”), Tyson shall reduce the aggregate payments to the largest amount which can be paid to you without triggering the excise tax, but only if and to the extent that such reduction would result in you retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by you will be made by Tyson, in its sole discretion. If payments are to be reduced, the payments made latest in time will be reduced first and if payments are to be made at the same time, non-cash payments will be reduced before cash payments.
18.Governing
Law; Venue. The Plan, this Award Agreement and all determinations made and actions taken pursuant to the Plan or Award Agreement shall be governed by the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof. Any disputes regarding this Award, the Award Agreement or the Plan shall be brought only in the United States in the state or federal courts of the state of Delaware.
19.Electronic Delivery. Tyson may, in its sole discretion, decide to deliver any documents related to the Award or other awards granted to you under the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by Tyson or a third party designated by Tyson.
20.Successors
and Assigns. This Award Agreement shall inure to the benefit of and be binding upon each successor and assign of Tyson. All obligations imposed upon you, and all rights granted to Tyson hereunder, shall be binding upon your heirs, successors and administrators.
21.Addendum. Notwithstanding any provisions of this Award Agreement to the contrary, to the extent you transfer employment outside of the United States, the Award shall be subject to any special terms and conditions as Tyson may need to establish to comply with local laws, rules, and regulations or to facilitate the operation and administration of the Award and the Plan in the country to which you transfer employment (or Tyson may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). Any such terms and conditions shall be set forth in an Addendum
prepared by Tyson which shall constitute part of this Award Agreement.
22.Additional Requirements; Amendments. Tyson reserves the right to impose other requirements on the Award, any shares of Stock acquired pursuant to the Award and your participation in the Plan to the extent Tyson determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Award and the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing. In addition, Tyson reserves the right to amend the terms and conditions reflected in this Award Agreement, without your consent, either prospectively or retroactively, to the extent that such amendment does not materially
affect your rights under the Award except as otherwise permitted under the Plan or this Award Agreement.
23.Acceptance. By electronically accepting the grant of this Award, you affirmatively and expressly acknowledge that you have read this Award Agreement, the Addendum to the Award Agreement (as applicable) and the Plan, and specifically accept and agree to the provisions therein. You also affirmatively and expressly acknowledge that Tyson, in its sole discretion, may amend the terms and conditions reflected in this Award Agreement without your consent, either prospectively or retroactively, to the extent that such amendment does not materially impair your rights under the Award, and you agree to be bound
by such amendment regardless of whether notice is given to you of such change.
