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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 Total Shareholder Return 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 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 as provided on the cover page. |
2.4. | "Initial
Measurement Date" shall mean the date as provided 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. | "Peer Group" shall mean that group of publicly traded companies most recently determined by the Compensation and Leadership Development Committee of Tyson's Board of Directors ("Compensation Committee"), which at the Initial Measurement Date is comprised of the following companies: Archer Daniels Midland
Co., Bunge Ltd., Campbell Soup Co., Coca-Cola Co., ConAgra Foods, Inc.,General Mills, Inc., The Hershey Company, Hormel Foods Corp., J.M. Smucker Co., Kellogg Co., Kraft Heinz Co., Mondelez International, Inc., PepsiCo Inc., and Pilgrim's Pride Corp. If one or more members of the Peer Group ceases to be the surviving entity in a corporate transaction, the successor entity shall replace the entity which has ceased to exist provided that the primary business of the successor entity and its affiliates is in substantially the same lines of business as Tyson. If a member of the Peer Group (a) ceases to have any class of securities registered under the Securities Exchange Act of 1934; (b) ceases to exist in circumstances where there is nosuccessor entity or where the primary business of the successor entity and its affiliates is not in substantially the same lines of business as Tyson; or (c) becomes bankrupt, that member of the Peer Group shall be deleted as a member of
the Peer Group and shall not be counted for purposes of measuring satisfaction of the Total Shareholder Return Goals. |
2.7. | "Performance Shares" shall mean the shares of Tyson's Class A common stock subject to this Award Agreement. |
2.8. | "Share Price" shall mean the average ending closing price of Tyson's Class A common stock in the case of Tyson, or the publicly traded stock in the case of a Peer Group company, for the twenty trading days preceding the Initial Measurement Date and the Final Measurement Date. |
2.9. | “Total
Shareholder Return” shall mean the percentile comparison during the Measurement Period of the total shareholder return of Tyson as compared to members of the Peer Group. Total shareholder return of Tyson and of the Peer Group shall be calculated as the sum of (a) Share Price at Final Measurement Date, less (b) Share Price at the Initial Measurement Date, plus (c) cumulative dividends per share paid during the Measurement Period based on the ex-dividend date for which the resulting sum of (a), (b) and (c) is divided by the Share Price at the Initial Measurement Date. |
3. | Vesting. |
3.1. | Vesting and Forfeiture. Any 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 and 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, |
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 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
a 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, respectively, 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 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. |
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. 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 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 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 |