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As Of Filer Filing For·On·As Docs:Size 2/08/18 Tyson Foods, Inc. 10-Q 12/30/17 105:9M |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 609K
10: EX-10.10 Form of Restricted Stock Subject to Performance HTML 50K
Criteria Stock Incentive Agreeme
11: EX-10.11 Form of Restricted Stock Incentive Agreement With HTML 46K
Contracted Employees Pursuant
12: EX-10.12 Form of Restricted Stock Incentive Agreement With HTML 48K
Non-Contracted Employees Pursu
13: EX-10.13 Form of Stock Options Incentive Agreement With HTML 51K
Contracted Employees Pursuant to
14: EX-10.14 Form of Stock Options Incentive Agreement With HTML 55K
Non-Contracted Employees Pursuant
15: EX-10.15 Tyson Foods Inc. Severance Pay Plan for Contracted HTML 99K
Employees, as Amended and Res
16: EX-10.16 Second Amendment to the Company's Supplemental HTML 36K
Executive Retirement and Life Ins
2: EX-10.2 Employment Agreement, Stewart Glendinning HTML 86K
3: EX-10.3 Employment Agreement, Amy Tu HTML 86K
4: EX-10.4 Employment Agreement, Jay Scott Spradley HTML 86K
5: EX-10.5 Employment Agreement, Justin Whitmore HTML 86K
6: EX-10.6 First Amendment to the Tyson Foods, Inc HTML 79K
Supplemental Executive Retirement and Li
7: EX-10.7 First Amendment to the Executive Savings Plan of HTML 55K
Tyson Foods Inc., as Amended An
8: EX-10.8 Form of Performance Shares Operating Income Stock HTML 53K
Incentive Agreement Pursuant T
9: EX-10.9 Form of Performance Shares Total Shareholder HTML 55K
Return Stock Incentive Agreement Pu
17: EX-12.1 Statement re: Computation of Ratios HTML 52K
18: EX-31.1 Certfication of Chief Executive Officer Pursuant HTML 34K
to SEC Rule 13A-14(A)/15D-14(A
19: EX-31.2 Certification of Chief Financial Officer Pursuant HTML 34K
to SEC Rule 13A-14(A
20: EX-32.1 Certification of Chief Executive Officer Pursuant HTML 31K
to 18 U.S.C. Section 1350, as
21: EX-32.2 Certification of Chief Financial Officer Pursuant HTML 31K
to 18 U.S.C. Section 1350, as
28: R1 Document and Entity Information HTML 49K
29: R2 Consolidated Condensed Statements Of Income HTML 91K
30: R3 Consolidated Condensed Statements of Comprehensive HTML 56K
Income
31: R4 Consolidated Condensed Balance Sheets HTML 119K
32: R5 Consolidated Condensed Balance Sheets HTML 40K
(Parentheticals)
33: R6 Consolidated Condensed Statements Of Cash Flows HTML 99K
34: R7 Accounting Policies HTML 51K
35: R8 Acquisitions and Dispositions HTML 90K
36: R9 Inventories HTML 40K
37: R10 Property, Plant And Equipment HTML 44K
38: R11 Restructuring and Related Charges Restructuring HTML 67K
and Related Charges
39: R12 Other Current Liabilities HTML 37K
40: R13 Debt HTML 74K
41: R14 Equity HTML 49K
42: R15 Income Taxes HTML 46K
43: R16 Other Income And Charges HTML 33K
44: R17 Earnings Per Share HTML 67K
45: R18 Derivative Financial Instruments HTML 98K
46: R19 Fair Value Measurements HTML 188K
47: R20 Pension and Other Postretirement Benefit Plans HTML 54K
48: R21 Other Comprehensive Income (Loss) HTML 69K
49: R22 Segment Reporting HTML 69K
50: R23 Commitments And Contingencies HTML 62K
51: R24 Accounting Policies (Policy) HTML 59K
52: R25 Inventories (Policy) HTML 33K
53: R26 Acquisitions and Dispositions (Tables) HTML 91K
54: R27 Inventories (Tables) HTML 40K
55: R28 Property, Plant And Equipment (Tables) HTML 45K
56: R29 Restructuring and Related Charges Restructuring HTML 68K
and Related Charges (Tables)
57: R30 Other Current Liabilities (Tables) HTML 37K
58: R31 Debt (Tables) HTML 67K
59: R32 Equity Equity (Tables) HTML 49K
60: R33 Earnings Per Share (Tables) HTML 65K
61: R34 Derivative Financial Instruments (Tables) HTML 103K
62: R35 Fair Value Measurements (Tables) HTML 184K
63: R36 Pension and Other Postretirement Benefit Plans HTML 52K
(Tables)
64: R37 Other Comprehensive Income (Loss) (Tables) HTML 69K
65: R38 Segment Reporting (Tables) HTML 62K
66: R39 Acquisitions and Dispositions Preliminary Fair HTML 70K
Value of Assets Acquired and Liabilities Assumed
at Acquisition Date (Details)
67: R40 Acquisitions and Dispositions Schedule of HTML 44K
Intangible Assets Acquired as Part of Business
Combination (Details)
68: R41 Acquisitions and Dispositions Acquisitions Pro HTML 37K
Forma Information (Details)
69: R42 Acquisitions and Dispositions Summary of Net HTML 67K
Assets Held for Sale (Details)
70: R43 Acquisitions and Dispositions Acquisition HTML 68K
(Narrative) (Details)
71: R44 Acquisitions and Dispositions Disposition HTML 51K
Narrative (Details)
72: R45 Inventories (Schedule Of Inventory) (Details) HTML 40K
73: R46 Inventories (Narrative) (Details) HTML 30K
74: R47 Property, Plant And Equipment (Details) HTML 49K
75: R48 Restructuring and Related Charges Restructuring HTML 37K
Charges by Income Statement Location (Details)
76: R49 Restructuring and Related Charges Current and HTML 51K
Estimated Restructuring Charges (Details)
77: R50 Restructuring and Related Charges Restructuring HTML 48K
Reserve (Details)
78: R51 Restructuring and Related Charges Restructuring HTML 39K
Narrative (Details)
79: R52 Other Current Liabilities (Schedule of Other HTML 37K
Current Liabilities) (Details)
80: R53 Debt (Major Components Of Debt) (Details) HTML 102K
81: R54 Debt (Narrative) (Details) HTML 56K
82: R55 Equity Equity (Schedule of Share Repurchases) HTML 41K
(Details)
83: R56 Equity Equity (Narrative) (Details) HTML 32K
84: R57 Income Taxes (Details) HTML 57K
85: R58 Other Income And Charges (Details) HTML 41K
86: R59 Earnings Per Share (Schedule Of Earnings Per HTML 66K
Share, Basic And Diluted) (Details)
87: R60 Earnings Per Share (Narrative) (Details) HTML 43K
88: R61 Derivative Financial Instruments (Aggregate HTML 43K
Outstanding Notionals) (Details)
89: R62 Derivative Financial Instruments (Pretax Impact Of HTML 45K
Cash Flow Hedge Derivative Instruments On The
Consolidated Statements Of Income) (Details)
90: R63 Derivative Financial Instruments (Pretax Impact Of HTML 38K
Fair Value Hedge Derivative Instruments On The
Consolidated Statements of Income) (Details)
91: R64 Derivative Financial Instruments (Pretax Impact Of HTML 41K
Undesignated Derivative Instruments On The
Consolidated Statements Of Income) (Details)
92: R65 Derivative Financial Instruments (Narrative) HTML 32K
(Details)
93: R66 Fair Value Measurements (Schedule Of Assets And HTML 92K
Liabilities Measured At Fair Value On A Recurring
Basis) (Details)
94: R67 Fair Value Measurements (Schedule Of Debt HTML 48K
Securities Measured At Fair Value On A Recurring
Basis, Unobservable Input Reconciliation)
(Details)
95: R68 Fair Value Measurements (Schedule Of Fair Value HTML 34K
And Carrying Value Of Debt) (Details)
96: R69 Fair Value Measurement (Narrative) (Details) HTML 56K
97: R70 Pension and Other Postretirement Benefit Plans HTML 56K
(Details)
98: R71 Other Comprehensive Income (Loss) (Components Of HTML 66K
Other Comprehensive Income (Loss)) (Details)
99: R72 Segment Reporting (Segment Reporting Information, HTML 61K
By Segment) (Details)
100: R73 Segment Reporting (Narrative) (Details) HTML 42K
101: R74 Commitments (Narrative) (Details) HTML 52K
102: R75 Contingencies (Narrative) (Details) HTML 71K
104: XML IDEA XML File -- Filing Summary XML 171K
103: EXCEL IDEA Workbook of Financial Reports XLSX 96K
22: EX-101.INS XBRL Instance -- tsn-20171230 XML 2.26M
24: EX-101.CAL XBRL Calculations -- tsn-20171230_cal XML 235K
25: EX-101.DEF XBRL Definitions -- tsn-20171230_def XML 855K
26: EX-101.LAB XBRL Labels -- tsn-20171230_lab XML 1.52M
27: EX-101.PRE XBRL Presentations -- tsn-20171230_pre XML 1.03M
23: EX-101.SCH XBRL Schema -- tsn-20171230 XSD 179K
105: ZIP XBRL Zipped Folder -- 0000100493-18-000017-xbrl Zip 234K
| Exhibit |
Team Member: | «Name» |
Personnel
Number: | [ ] |
Award: | [Target Quantity Granted] Performance Shares |
Grant Date |
Initial Measurement Date: |
Final
Measurement Date: |
Vesting Date: |
1. | Terms and Conditions. The Award (as provided on the cover page) is subject to all the terms and conditions of the Tyson Foods, Inc. 2000 Stock Incentive Plan (the “Plan”). Unless otherwise defined herein, all capitalized terms in this Performance Shares Operating Income Stock Incentive Award Agreement (the “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. |
2.1. | "Cause,"
"Disability," “Good Reason,” and "Release" shall have the same meanings as set forth in your employment agreement with Tyson in effect at the time of this Award (the “Employment Agreement”). |
2.2. | "Final Measurement Date" shall mean the date identified as such on the cover page. |
2.3. | “Grant Date” shall mean the date identified as such on the cover page. |
2.4. | "Initial
Measurement Date" shall mean the date identified as such on the cover page. |
2.5. | "Measurement Period" shall mean the three-fiscal year period from the Initial Measurement Date to the Final Measurement Date. |
2.6. | “Operating Income” shall mean Tyson's GAAP operating income, as adjusted for significant impairments, restructuring and related charges, purchase accounting and acquisition related costs, merger and integration costs, and gains and losses associated with the
sale or closure operations, in the reasonable discretion of the Compensation and Leadership Development Committee. |
2.7. | “Operating Income Goal” for the Measurement Period shall be a cumulative Operating Income of $. |
2.8. | “Performance Shares” shall mean the shares of Tyson's Class A common stock subject to this Award Agreement. |
2.9. | “Vesting
Date” shall mean the date on the cover page. |
2.10. | “Vesting Period” shall mean the period beginning on the Grant Date and ending on the Vesting Date. |
3. | Vesting. |
3.1. | Vesting and Forfeiture. The Award which has become payable pursuant to the performance
measure and benchmarks set forth below shall be considered as fully earned by you, subject to the further provisions of this Section 3. Any Award which does not become payable in accordance with the performance measure and benchmarks or the provisions of this Section 3 on account of: (i) your Termination of Employment with Tyson and/or its affiliates before the Vesting Date or (ii) the failure to satisfy the performance measure or benchmarks provided below, will be forfeited back to Tyson. |
3.2. | Death, Disability or Retirement. In the event your Termination of Employment is due to death, Disability or, subject to your timely execution and non-revocation of a Release, Retirement before the Vesting Date, you will be entitled to
a pro rata portion of your Award if the applicable performance measure is satisfied. The pro rata portion of your Award shall equal the percentage of the total Vesting Period, measured in days, in which you remained employed by Tyson and/or its affiliates multiplied by the percentage of the Award that you would have received had you remained employed until the Vesting Date. For purposes of this Agreement, “Retirement” shall mean your voluntary Termination of Employment without Cause from Tyson and/or its affiliates on or after the date you attain age 62. |
3.3. | Termination by Tyson without Cause or by you for Good Reason. In the event that your employment is terminated by Tyson for reasons other than death, Disability,
Retirement, or Cause, or by you for Good Reason, and subject to your timely execution and non-revocation of a Release, you will become entitled to a pro rata portion of your Award if the applicable performance measure is satisfied. The pro rata portion of your Award shall equal the percentage of the total Vesting Period, measured in days, in which you remained employed by Tyson and/or its affiliates multiplied by the percentage of the Award that you would have received had you remained employed until the Vesting Date. |
3.4. | Change in Control. Following a Change in Control, and on the earlier of: (i) the date you are involuntarily terminated without Cause (as defined in your Employment Agreement) or (ii) sixty (60) days after
the Change in Control, you shall become entitled to payment of Tyson’s Class A common stock equal to 200% of the Award. For purposes of this Award Agreement, the term “Change in Control” 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 the Company 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. |
4. | Performance Measure. The extent, if any, to which you shall have the right to payment of the Award shall depend upon your continuous employment throughout the Vesting Period and the extent to which the applicable performance measure or benchmark has been satisfied as of the Final Measurement Date, as specified below: |
5. | Payment of Award. The Performance Shares that may become payable pursuant to this Award Agreement shall be determined based upon the highest benchmark attained in the respective category. In other words, the attainment of multiple benchmarks under this Award Agreement will not result in the payment of a cumulative number of Performance
Shares for each benchmark achieved. Your Award, if any, will be earned on the Vesting Date and delivered thereafter. Payment shall be made in shares of Tyson’s Class A common stock. |
6. | Withholding Taxes. By accepting the Award, you acknowledge and agree that you are responsible for all applicable income and other taxes from this Award, including federal, FICA, state and local taxes applicable in your country of residence or employment. Tyson 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. | 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 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 5. 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. Paragraph 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 confer a vested right to |
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. | Governing
Law. 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 Arkansas, without giving effect to the conflict of laws principles thereof. |
16. | 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. |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 11/20/20 | ||||
| 10/3/20 | ||||
| Filed on: | 2/8/18 | 4, 8-K | ||
| For Period end: | 12/30/17 | |||
| 11/17/17 | 4 | |||
| 10/1/17 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/13/23 Tyson Foods, Inc. 10-K 9/30/23 119:19M 11/14/22 Tyson Foods, Inc. 10-K 10/01/22 118:20M 11/15/21 Tyson Foods, Inc. 10-K 10/02/21 124:19M 2/11/21 Tyson Foods, Inc. 10-K/A 10/03/20 131:23M 11/16/20 Tyson Foods, Inc. 10-K 10/03/20 134:23M |