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Tyson Foods, Inc. – ‘10-Q’ for 12/30/17 – ‘EX-10.14’

On:  Thursday, 2/8/18, at 7:43am ET   ·   For:  12/30/17   ·   Accession #:  100493-18-17   ·   File #:  1-14704

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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

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

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  


‘EX-10.14’   —   Form of Stock Options Incentive Agreement With Non-Contracted Employees Pursuant


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  
Exhibit 10.14



TYSON FOODS, INC. 2000 STOCK INCENTIVE PLAN
STOCK OPTIONS INCENTIVE AWARD AGREEMENT (NON-CONTRACT)

Team Member:    

Name                
Address 1
Address 2
City, State Zip



Personnel Number:
_________
Award:
Option to Purchase ________ Shares
Grant Date:
Exercise Price:
$_____
Term:
Earlier of (i) ten (10) years; or (ii) dates set forth in Section 3
Type of Option:
Non-Qualified
Vesting Schedule:    
Vesting Date
Percent of Award Vested
11/17/2018
33 1/3 %
11/17/2019
33 1/3 %
11/17/2020
33 1/3 %




Exhibit 10.14


This Award is granted on the Grant Date by Tyson Foods, Inc., a Delaware corporation (“Tyson”), to the Team Member (hereinafter referred to as “you”) identified on the cover page of this Award Agreement.
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 Stock Options 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.
Vesting.
2.1.
Vesting Schedule and Forfeiture. The Award which becomes vested pursuant to the Vesting Schedule shallbe considered as fully earned and exercisable by you, subject to the further provisions of this Section 2. Any Awards which do not become vested in accordance with the Vesting Schedule as of your Termination of Employment with Tyson and/or its affiliates or the provisions of this Section 2 will be forfeited back to Tyson.
2.2.
Death, Disability or Retirement. In the event your employment is terminated due to death, Disability or, subject to your timely execution and non-revocation of a Release, Retirement, you will be fully vested in your Award. For purposes of this Award Agreement, “Retirement” shall mean your voluntary Termination of Employment without Cause from Tyson and/or its affiliates on or after the later of the first anniversary of the Grant Date or the date you attain age 62.
2.3.
Termination by Tyson without Cause. In the event your employment is terminated by Tyson for reasons other than death, Disability, Retirement, or Cause, subject to your timely execution and non-revocation of a Release, you will be vested in a pro rata portion of any unvested Award based on a fraction, the numerator of     which is the total number of days that you were employed by Tyson between the later of the Grant Date or the Vesting Date that occurred immediately before your termination of employment by Tyson and the denominator of which is the total number of days between the later of the Grant Date or the Vesting Date that occurred immediately before your termination of employment by Tyson and the third anniversary of the Grant Date. If your employment is terminated pursuant to this paragraph and your termination of employment occurs on or after both the first anniversary of the Grant Date and the date you attain age 62, subject to your timely execution and non-revocation of a Release, you will be fully vested in your Award.
2.4.
Change in Control. Upon a Change in Control, all unvested options shall become fully vested on the earlier of: (i) the date you are involuntarily terminated without cause or (ii) sixty (60) days after the Change in Control. 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.
2.5.
Definitions. For purposes of this Award Agreement, “Cause,” “Disability,” and “Release” shall have the meanings as set forth below:
(i)    “Cause” is defined as a termination as a result of the occurrence of one or more of the following events:
(a)    any willful and wrongful conduct or omission by you that injures Tyson;
(b)    any act by you of intentional misrepresentation or embezzlement, misappropriation or conversion of assets of Tyson;
(c)    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; or
(d)    your intentional or willful violation of any 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



Exhibit 10.14


failure to act was in the best interests of Tyson. In no event shall Tyson’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of Tyson’s right to terminate you for Cause as a result thereof.
(ii)    “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. If no long-term disability plan or policy was ever maintained on behalf of you 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 from time to time. In the event of a dispute, the determination of Disability will be made by the Committee (as defined in Tyson’s equity incentive plan) and will be supported by advice of a physician competent in the area to which such Disability relates.
(ii)    “Release” shall mean that specific document which Tyson 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, its subsidiaries, affiliates and related parties from any and all claims and causes of action which you at that time had or may have had against Tyson (excluding any claim under state workers’ compensation or unemployment laws). The Release will be provided to you as soon as practical 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.
3.
Time of Exercise of Award. Your Award will be exercisable upon the Vesting Dates set forth in Section 2. In the event of your Termination of Employment, your vested options shall no longer remain exercisable, except as follows:
3.1.
Termination of Employment. Except as provided in Section 3.2, in the event of your voluntary Termination of Employment, your vested Award will remain exercisable for a period of three months from the Termination of Employment, but not longer than 10 years from the Grant Date.
3.2.
Death, Disability, Termination without Cause or Retirement. In the event your Termination of Employment is due to death, Disability, Termination by Tyson without Cause, or Retirement, your vested Award will remain exercisable by you, or your Beneficiary in the case of your death, for a period of 12 months, but not longer than 10 years from the Grant Date.
4.
Manner of Exercise of Award. Your Award may be exercised through any of the following methods as provided under the Plan:

4.1.
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;
4.2.
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;
4.3.
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;
4.4.
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
4.5.
Unless your Award is no longer exercisable under the terms of Section 3 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 3.1 or Section 3.2, as applicable, or on the 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.
5.
Withholding Taxes. By accepting this Award, you acknowledge and agree that you are responsible for all applicable income and other taxes from any 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.
6.
Beneficiary Designation. In accordance with the terms of the Plan, you may name a Beneficiary who may exercise your Award under this Award Agreement in case of your death before you receive any or all of your Award. Each



Exhibit 10.14


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.
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 provisions 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. 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 lead to a vested right to further Awards 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.
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.

* * *

TYSON FOODS, INC.

By:    /s/ Tom Hayes                    

Title:    President & CEO    




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:2/8/184,  8-K
For Period end:12/30/17
11/17/174
 List all Filings 


5 Subsequent Filings that Reference this Filing

  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
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