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
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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 Restricted Stock (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, “Cause”, “Disability”,
“Good Reason”, and “Release” shall have the meanings ascribed to such terms in your Employment Agreement, and the following terms shall have the meanings set forth below:
(i) “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.
(ii) “Employer” shall mean, to the extent you are not directly employed by Tyson, the Affiliate that employs you.
(iii) “Retirement” shall mean your voluntary Termination of Employment from Tyson on or after the later of the first anniversary of the Grant Date or the date you attain age sixty-two (62).
(iv) “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.
(v) “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 by you on the Vesting Date, subject to the further provisions of this Section 3. Notwithstanding any other provision of this Award Agreement to the contrary, any Award will be forfeited back to Tyson in the event of your Termination of Employment before the 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, Disability or Retirement. In the event of your Termination of Employment due to death, Disability or Retirement before the Vesting Date, you shall fully vest in the Award.
3.3.Termination
by Tyson without Cause or by you for Good Reason. In the event of your Termination of Employment by Tyson for reasons other than for Cause or by you for Good Reason, you shall vest in a pro rata portion of the Award subject to your timely execution and non-revocation of a Release. The pro rata portion of the Award shall be determined by multiplying the number of unvested restricted 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 in the entire vesting period. Notwithstanding the foregoing, in the event of your Termination of Employment by Tyson for reasons other than for Cause or by you for Good Reason on or after the later of the first anniversary of the Grant Date or the date you attain age 62, you will be fully vested in the Award subject to your timely execution
and non-revocation of a Release.
3.4.Change in Control. Following a Change in Control that occurs before the Award becomes vested, you shall fully vest in 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.
4.Delivery of Shares. To the extent the Award becomes vested and earned, it will be settled by the delivery to you of shares no longer subject to forfeiture restrictions as soon as administratively practicable following the Vesting Date or Vesting
Event (but in no event later than 60 days following the Vesting Date or Vesting Event), as applicable, set forth in Section 3 as follows.
4.1.Prior to a Change in Control. If the Award is settled prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock.
4.2.On and After a Change in Control. If Tyson Foods, Inc. is the surviving entity, the Award will be settled in shares of Tyson Class A common stock. If the Award is settled on or after a Change in Control and Tyson Foods, Inc. is not the surviving entity, the Award will be settled either (i) in the number and class of shares of capital stock of the successor entity into which each outstanding share of Tyson Class A common stock has been converted pursuant to such Change in Control, unless the Committee
determines in its sole discretion to settle the Award in cash; or (ii) if shareholders of Tyson Foods, Inc. receive consideration other than in shares of capital stock of the successor entity, such other consideration received by shareholders of Tyson Foods, Inc. or in cash, as the Committee may determine in its sole discretion.
5.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 subsequent sale of any shares of Stock acquired pursuant to the Award and the receipt of any dividends or dividend equivalents, 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.
6.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.
7.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.
8.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.
9.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 terms 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.
10.Restrictions on Transfer of Award. You shall not dispose of the Award prior to the date unrestricted, vested shares in your name are delivered to you by Tyson pursuant to Section 4. 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.
11.Headings. Section headings used herein are for convenience of reference only and shall not be considered in construing this Award Agreement.
12.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.
13.No Vested Right in Future Awards. You acknowledge and agree 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.
14.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 in accordance with the terms of your Employment Agreement.
15.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.
16.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.
17.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 on-line or electronic system established and maintained by Tyson or a third party designated by Tyson.
18.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.
19.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.
20.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.
21.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.
