Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.76M
2: EX-4.25 Sara Lee 2032 Note HTML 76K
3: EX-10.19 Employment Agreement, Dated August 29, 2014, by HTML 102K
and Between Andrew P. Callahan
4: EX-10.20 Employment Agreement, Dated August 29, 2014, by HTML 102K
and Between Sally Grimes
5: EX-10.21 Employment Agreement, Dated August 29, 2014, by HTML 102K
and Between Thomas P. Hayes
6: EX-10.22 Employment Agreement, Dated August 29, 2014, by HTML 102K
and Between Mary Oleksiuk
7: EX-10.23 Form of Retention Award Letter Agreement, Dated HTML 54K August 29, 2014
8: EX-10.57 Serp Amendment HTML 73K
10: EX-21 Subsidiaries of the Company HTML 75K
11: EX-23 Consent of Pricewaterhousecoopers, LLP HTML 43K
9: EX-12.1 Calculation of Ratio Earnings to Fixed Charges HTML 62K
12: EX-31.1 Certification of Chief Executive Officer Pursuant HTML 48K
to SEC Rule 13A-14(A)/15D-14(A
13: EX-31.2 Certification of Chief Financial Officer Pursuant HTML 48K
to SEC Rule 13A-14(A
14: EX-32.1 Certification of Chief Executive Officer Pursuant HTML 45K
to 18 U.S.C. Section 1350, as
15: EX-32.2 Certification of Chief Financial Officer Pursuant HTML 45K
to 18 U.S.C. Section 1350, as
103: R1 Document and Entity Information HTML 71K
78: R2 Consolidated Statements Of Income HTML 154K
96: R3 Consolidated Statements of Comprehensive Income HTML 73K
Statement
108: R4 Consolidated Balance Sheets HTML 141K
137: R5 Consolidated Balance Sheets (Parentheticals) HTML 52K
82: R6 Consolidated Statements Of Shareholders' Equity HTML 172K
95: R7 Consolidated Statements Of Cash Flows HTML 143K
71: R8 Business And Summary Of Significant Accounting HTML 91K
Policies
59: R9 Changes In Accounting Principles HTML 50K
139: R10 Acquisitions and Dispositions HTML 106K
110: R11 Discontinued Operation HTML 66K
109: R12 Property, Plant And Equipment HTML 62K
117: R13 Goodwill And Other Intangible Assets HTML 176K
118: R14 Debt HTML 100K
114: R15 Equity HTML 108K
119: R16 Income Taxes HTML 160K
97: R17 Other Income And Charges HTML 47K
105: R18 Earnings Per Share HTML 116K
112: R19 Derivative Financial Instruments HTML 207K
149: R20 Fair Value Measurements HTML 222K
129: R21 Stock-Based Compensation HTML 132K
88: R22 Pensions And Other Postretirement Benefits HTML 452K
111: R23 Comprehensive Income (Loss) HTML 136K
92: R24 Segment Reporting HTML 187K
48: R25 Supplemental Cash Flow Information HTML 55K
131: R26 Transactions With Related Parties HTML 52K
144: R27 Commitments And Contingencies HTML 85K
65: R28 Quarterly Financial Data (Unaudited) HTML 165K
64: R29 Condensed Consolidating Financial Statements HTML 708K
69: R30 Valuation And Qualifying Accounts HTML 96K
70: R31 Business And Summary Of Significant Accounting HTML 136K
Policies (Policy)
72: R32 Business And Summary Of Significant Accounting HTML 65K
Policies (Tables)
34: R33 Acquisitions and Dispositions (Tables) HTML 138K
127: R34 Discontinued Operation (Tables) HTML 76K
86: R35 Property, Plant And Equipment (Tables) HTML 60K
89: R36 Goodwill And Other Intangible Assets (Tables) HTML 171K
53: R37 Debt (Tables) HTML 80K
148: R38 Equity (Tables) HTML 87K
22: R39 Income Taxes (Tables) HTML 156K
75: R40 Earnings Per Share (Tables) HTML 112K
135: R41 Derivative Financial Instruments (Tables) HTML 197K
50: R42 Fair Value Measurements (Tables) HTML 215K
63: R43 Stock-Based Compensation (Tables) HTML 116K
68: R44 Pensions And Other Postretirement Benefits HTML 459K
(Tables)
79: R45 Comprehensive Income (Loss) (Tables) HTML 135K
33: R46 Segment Reporting (Tables) HTML 165K
58: R47 Supplemental Cash Flow Information (Tables) HTML 53K
25: R48 Commitments And Contingencies (Tables) HTML 60K
133: R49 Quarterly Financial Data (Unaudited) (Tables) HTML 160K
49: R50 Condensed Consolidating Financial Statements HTML 709K
(Tables)
128: R51 Business And Summary Of Significant Accounting HTML 55K
Policies (Schedule Of Inventories Of Processed
Products, Livestock, And Supplies Valued At Lower
Of Cost Or Market) (Details)
54: R52 Business And Summary Of Significant Accounting HTML 52K
Policies Business and Summary of Significant
Accounting Policies (Other Current Liabilities)
(Details)
76: R53 Business And Summary Of Significant Accounting HTML 65K
Policies (Narrative) (Details)
24: R54 Acquisitions and Dispositions Preliminary Fair HTML 82K
Value of Assets Acquired and Liabilities Assumed
at Acquisition Date (Details)
30: R55 Acquisitions and Dispositions Schedule of HTML 56K
Intangible Assets Acquired as Part of Business
Combination (Details)
67: R56 Acquisitions and Dispositions Acquisitions Pro HTML 50K
Forma Information (Details)
39: R57 Acquisitions and Dispositions Summary of Net HTML 77K
Assets Held for Sale (Details)
140: R58 Acquisitions (Narrative) (Details) HTML 78K
84: R59 Dispositions (Narrative) (Details) HTML 77K
115: R60 Discontinued Operation (Summary of Discontinued HTML 59K
Operation's Results) (Details)
57: R61 Discontinued Operation (Narrative) (Details) HTML 46K
61: R62 Property, Plant And Equipment (Details) HTML 58K
125: R63 Goodwill And Other Intangible Assets (Goodwill HTML 83K
Activity) (Details)
120: R64 Goodwill And Other Intangible Assets (Other HTML 59K
Intangible Assets By Type) (Details)
87: R65 Goodwill And Other Intangible Assets (Narrative) HTML 62K
(Details)
123: R66 Debt (Major Components Of Debt) (Details) HTML 97K
55: R67 Debt (Narrative) (Details) HTML 155K
93: R68 Equity (Schedule of Share Repurchases) (Details) HTML 51K
143: R69 Equity (Schedule of Tangible Equity Units) HTML 66K
(Details)
28: R70 Equity (Narrative) (Details) HTML 143K
47: R71 Income Taxes (Provision For Income Taxes From HTML 63K
Continuing Operations) (Details)
77: R72 Income Taxes (Reasons For Differences Between HTML 65K
Statutory Federal Tax Rate And Effective Income
Tax Rate) (Details)
37: R73 Income Taxes (Tax Effects Of Major Items Recorded HTML 94K
As Deferred Tax Assets And Liabilities) (Details)
147: R74 Income Taxes (Activity Related To Gross HTML 61K
Unrecognized Tax Benefits) (Details)
51: R75 Income Taxes (Narrative) (Details) HTML 84K
41: R76 Other Income And Charges (Details) HTML 59K
45: R77 Earnings Per Share (Schedule Of Earnings Per HTML 107K
Share, Basic And Diluted) (Details)
31: R78 Earnings Per Share (Narrative) (Details) HTML 55K
35: R79 Derivative Financial Instruments (Aggregate HTML 48K
Outstanding Notionals Related To Cash Flow Hedges)
(Details)
106: R80 Derivative Financial Instruments (Pretax Impact Of HTML 53K
Cash Flow Hedge Derivative Instruments On The
Consolidated Statements Of Income) (Details)
43: R81 Derivative Financial Instruments (Aggregate HTML 46K
Outstanding Notionals Related To Fair Value
Hedges) (Details)
141: R82 Derivative Financial Instruments (Pretax Impact Of HTML 47K
Fair Value Hedge Derivative Instruments On The
Consolidated Statements of Income) (Details)
73: R83 Derivative Financial Instruments (Aggregate HTML 51K
Outstanding Notionals Related To Undesignated
Positions) (Details)
113: R84 Derivative Financial Instruments (Pretax Impact Of HTML 49K
Undesignated Derivative Instruments On The
Consolidated Statements Of Income) (Details)
122: R85 Derivative Financial Instruments (Fair Value Of HTML 57K
All Derivative Instruments) (Details)
42: R86 Derivative Financial Instruments (Narrative) HTML 49K
(Details)
44: R87 Fair Value Measurements (Schedule Of Assets And HTML 104K
Liabilities Measured At Fair Value On A Recurring
Basis) (Details)
138: R88 Fair Value Measurements (Schedule Of Debt HTML 62K
Securities Measured At Fair Value On A Recurring
Basis, Unobservable Input Reconciliation)
(Details)
38: R89 Fair Value Measurements (Schedule Of Available For HTML 58K
Sale Securities) (Details)
107: R90 Fair Value Measurements (Schedule Of Fair Value HTML 48K
And Carrying Value Of Debt) (Details)
100: R91 Fair Value Measurements Fair Value Measurements HTML 59K
(Narrative) (Details)
126: R92 Stock-Based Compensation (Summary Of Stock HTML 80K
Options) (Details)
99: R93 Stock-Based Compensation (Assumption Of Fair Value HTML 54K
Calculation Of Each Year's Grants) (Details)
83: R94 Stock-Based Compensation (Summary Of Restricted HTML 77K
Stock) (Details)
132: R95 Stock-Based Compensation (Summary of HTML 68K
Performance-Based Shares) (Details)
80: R96 Stock-Based Compensation (Narrative) (Details) HTML 98K
52: R97 Pensions And Other Postretirement Benefits HTML 99K
(Reconciliation Of Changes In Plans' Benefit
Obligations, Assets And Funded Status) (Details)
90: R98 Pensions And Other Postretirement Benefits HTML 65K
(Amounts Recognized In The Consolidated Balance
Sheets) (Details)
85: R99 Pensions And Other Postretirement Benefits (Plans HTML 54K
With Accumulated Benefit Obligations In Excess Of
Plan Assets) (Details)
66: R100 Pensions And Other Postretirement Benefits HTML 66K
(Components Of Net Periodic Benefit Cost For
Pension And Postretirement Benefit Plans
Recognized In The Consolidated Statements Of
Income) (Details)
150: R101 Pensions And Other Postretirement Benefits HTML 57K
(Weighted Average Assumptions) (Details)
124: R102 Pensions And Other Postretirement Benefits (Health HTML 53K
Care Cost Trend Rates) (Details)
98: R103 Pensions And Other Postretirement Benefits (Actual HTML 57K
And Target Asset Allocation For Pension Plan
Assets) (Details)
32: R104 Pensions And Other Postretirement Benefits HTML 99K
(Categories Of Pension Plan Assets And Level Under
Which Fair Values Were Determined In Fair Value
Hierarchy) (Details)
134: R105 Pensions And Other Postretirement Benefits HTML 62K
(Reconciliation Of Change In Fair Value
Measurement Of Defined Benefit Plans' Consolidated
Assets Using Significant Unobservable Inputs)
(Details)
142: R106 Pensions And Other Postretirement Benefits HTML 62K
(Estimated Future Benefit Payments Expected To Be
Paid) (Details)
136: R107 Pensions And Other Postretirement Benefits HTML 47K
(Multiemployer Plans) (Details)
94: R108 Pensions And Other Postretirement Benefits HTML 95K
(Narrative) (Details)
40: R109 Comprehensive Income (Loss) (Components Of HTML 64K
Accumulated Other Comprehensive Income (Loss))
(Details)
116: R110 Comprehensive Income (Loss) (Components Of Other HTML 78K
Comprehensive Income (Loss)) (Details)
56: R111 Segment Reporting (Segment Reporting Information, HTML 99K
By Segment) (Details)
23: R112 Segment Reporting (Narrative) (Details) HTML 92K
81: R113 Supplemental Cash Flow Information (Cash Payments HTML 47K
For Interest And Income Taxes) (Details)
74: R114 Transactions With Related Parties (Details) HTML 73K
130: R115 Commitments (Minimum Lease Commitments Under HTML 62K
Non-Cancelable Leases) (Details)
60: R116 Commitments (Future Purchase Commitments) HTML 60K
(Details)
146: R117 Commitments (Narrative) (Details) HTML 64K
36: R118 Contingencies (Narrative) (Details) HTML 61K
102: R119 Quarterly Financial Data (Unaudited) (Schedule Of HTML 97K
Quarterly Financial Information) (Details)
121: R120 Quarterly Financial Data (Unaudited) (Narrative) HTML 72K
(Details)
26: R121 Condensed Consolidating Financial Statements HTML 169K
(Condensed Consolidating Statement Of Income)
(Details)
101: R122 Condensed Consolidating Financial Statements HTML 161K
(Condensed Consolidating Balance Sheet) (Details)
91: R123 Condensed Consolidating Financial Statements HTML 138K
(Condensed Consolidating Statement Of Cash Flows)
(Details)
29: R124 Condensed Consolidating Financial Statements HTML 45K
(Narrative) (Details)
104: R125 Valuation And Qualifying Accounts (Details) HTML 59K
145: XML IDEA XML File -- Filing Summary XML 236K
27: EXCEL IDEA Workbook of Financial Reports XLSX 628K
62: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 6.35M
16: EX-101.INS XBRL Instance -- tsn-20140927 XML 9.03M
18: EX-101.CAL XBRL Calculations -- tsn-20140927_cal XML 416K
19: EX-101.DEF XBRL Definitions -- tsn-20140927_def XML 1.81M
20: EX-101.LAB XBRL Labels -- tsn-20140927_lab XML 3.18M
21: EX-101.PRE XBRL Presentations -- tsn-20140927_pre XML 2.24M
17: EX-101.SCH XBRL Schema -- tsn-20140927 XSD 324K
46: ZIP XBRL Zipped Folder -- 0000100493-14-000220-xbrl Zip 594K
‘EX-10.23’ — Form of Retention Award Letter Agreement, Dated August 29, 2014
As you know, Tyson Foods, Inc. (hereinafter “Tyson”) has executed
a definitive agreement to purchase all of the stock of Hillshire Brands Company (the “Company”). Tyson recognizes your contributions to the success of the Company, and wishes to encourage you to remain employed with Tyson as the new company moves on to greater success. To that end, I am pleased to advise you that in addition to the offer of an Employment Agreement, you have been selected to receive a Retention Award, as described under the terms outlined below. You understand that by accepting this offer for the Retention Award, you agree to permanently forego any severance pay and benefits that may be available to you under either the Hillshire Brands Company Severance Plan for Corporate Officers (the “Plan”) upon a Qualifying Termination following a Change in Control or under the Agreement and Plan
of Merger among Tyson Foods, Inc., HMB Holdings, Inc. and The Hillshire Brands Company dated as of July 1, 2014 (the “Severance Pay”).
Amount of Retention Award.
The aggregate amount of the Retention Award is equal to $ .
Eligibility For Retention Award.
Your eligibility for the Retention Award begins upon your acceptance of both this letter agreement as well as your Employment Agreement. This letter agreement for the Retention Award extends for two (2) years following your acceptance (“Retention Period”).
During
the Retention Period, you will continue to serve in the role described in your Employment Agreement and receive salary and benefits commensurate with your role and at least as favorable as those currently being paid by the Company, in accordance with the Employment Agreement.
Payment of the Retention Award
One-third
of the Retention Award will be payable as of the date you accept this letter agreement (“Effective Date”). Another third will be on the payroll date coinciding with or next following the one-year anniversary of the Effective Date, and the final third will be payable on the payroll date coinciding with or next following the two-year anniversary of the Effective Date; provided that on any such payment date you have been in continuous employment with Tyson or an affiliate of Tyson and are an employee in good standing on that payment date. Notwithstanding the foregoing, if at any date before all of the Retention Award has been paid, you voluntarily terminate your employment with Tyson or you are involuntarily terminated by Tyson without Cause, you will remain entitled to the payment of the remaining portions of the Retention Award at the respective payment dates set forth in the above payment schedule. Further notwithstanding the foregoing, if at any date before
all of the Retention Award has been paid, you die or become Disabled, you or your estate will be entitled to receive the balance of the Retention Award on the first administratively practicable payroll date following such event. If, prior to payment of all or any portion of the Retention Award, you are involuntarily terminated for Cause, you will not be entitled to any remaining payments of the Retention Award. This Retention Award Agreement does not interfere, alter, or modify any obligations of the parties to the Employment Agreement.
For this purpose, “Cause” and “Disability” have the same meanings as set forth in your Employment Agreement.
Other Terms and Conditions
Compensation
for Other Benefit Plans. While you will be eligible for the Tyson benefit programs generally available to other executives in a similar position in accordance with the terms of those programs, you understand and acknowledge that the Retention Award will not be considered compensation under any Company or Tyson retirement or welfare benefit plan or program in which you participate.
Assignment or Transfer. None of your rights, benefits, obligations or duties under this letter agreement may be assigned or transferred to any person or entity, except by will or under the laws of descent and distribution. The Company’s rights and duties under this letter agreement shall be transferred to, and shall be binding on, any corporation or other entity which succeeds to the rights and obligations of Tyson by
operation of law or otherwise.
Recovery of Payments. Tyson may require any individual to return any payments under this letter agreement, or portion thereof, made by mistake of fact or law, and Tyson shall have all remedies available at law for the recovery of such amounts.
Governing Law. The rights and obligations arising under this letter agreement are governed by and interpreted, construed and enforced in accordance with the laws of the State of Illinois without regard to its or any other jurisdiction’s conflicts of laws principles. The parties submit to the jurisdiction of the state and federal courts of the State of Illinois.
Severability. If any provision of this letter agreement is held invalid or unenforceable, its invalidity or unenforceability will not affect
any other provision of this letter agreement and this letter agreement will be construed and enforced as if such provision had not been included.
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Confidentiality. By accepting the terms of this letter agreement, you agree to keep the terms confidential, and agree not to disclose the terms and conditions to third parties (except your immediate family and legal or financial advisors). Any breach of confidentiality will be considered cause for termination and result in the loss of your rights under this letter agreement with respect to any unpaid amounts.
Settlement and Section 409A. The parties acknowledge that they disagree on whether Severance Pay would be due under the Plan following
the closing date and, therefore, are entering into this letter agreement to settle this bona fide dispute, as well as to induce continued employment with Tyson. The parties intend this letter agreement and the payments hereunder to be the settlement of a bona fide dispute under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and to be exempt from Section 409A pursuant to the short term deferral exception under Treas. Reg. Section 1.409A-1(b)(4). However, if any amount paid under the letter agreement is determined to be “deferred compensation” within the meaning of Section 409A and compliance with one or more of the provisions of this letter agreement causes or results in a violation of Section 409A, then such provision will be interpreted or reformed in the manner necessary to achieve compliance with Section 409A. If such provision cannot be interpreted or reformed in a compliant manner, Tyson agrees to gross you up for
the Section 409A penalty taxes that apply to you as a result.
Amendment. This letter agreement may be amended only by a written instrument which is executed by both parties.
Acknowledgement and Waiver.
You understand that this letter agreement, together with the Employment Agreement, sets forth all of the agreements and understandings between Tyson and you with respect to the subject matter herewith and they supersede and terminate all prior agreements and understandings between the Company and you with respect to the subject matter of this letter agreement, including but not limited to the Plan. By your execution below, you hereby affirm and acknowledge that
you voluntarily have chosen to accept the offer of the Retention Award contained in this offer letter, and waive, and agree not to assert, any claim that the offer of an Employment Agreement and the offer of the Retention Award contained herein would qualify you for any rights or eligibility for Severance Pay.
Please indicate your agreement to the foregoing by executing this letter agreement where indicated below.
By: _____________________________
Name:
Title:
AGREED TO AND ACKNOWLEDGED ON
THIS
___ DAY OF _________, 2014.
_________________________
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Dates Referenced Herein and Documents Incorporated by Reference
