SEC Info - Tyson Foods, Inc. - ‘10-K’ for 9/29/12

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Tyson Foods, Inc. – ‘10-K’ for 9/29/12 – ‘EX-10.48’

On: Monday, 11/19/12, at 7:38am ET · For: 9/29/12 · Accession #: 100493-12-65 · File #: 1-14704

  As Of               Filer                 Filing    For·On·As Docs:Size

11/19/12  Tyson Foods, Inc.                 10-K        9/29/12  148:29M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.50M 
 2: EX-10.11    Employment Agreement, Dated August 27, 2012, by     HTML     82K 
                and Between the Company and Curt T. Calaway                      
 3: EX-10.12    Employment Agreement, Dated November 14, 2012, by   HTML    107K 
                and Between the Company and Donald J. Smith                      
 4: EX-10.13    Employment Agreement, Dated November 14, 2012, by   HTML    107K 
                and Between the Company and James V. Lochner                     
 5: EX-10.14    Employment Agreement, Dated November 14, 2012, by   HTML    107K 
                and Between the Company and David Vanbebber                      
 6: EX-10.15    Employment Agreement, Dated November 14, 2012, by   HTML    107K 
                and Between the Company and Dennisleatherby                      
 7: EX-10.16    Employment Agreement, Dated November 14, 2012, by   HTML    107K 
                and Between the Company and Kenneth J. Kimbro                    
 8: EX-10.17    Employment Agreement, Dated November 14, 2012, by   HTML    107K 
                and Between the Company and Donnie D. King                       
 9: EX-10.18    Employment Agreement, Dated November 14, 2012, by   HTML    107K 
                and Between the Company and Noel W. White                        
10: EX-10.33    Fourth Amendment to the Amended and Restated Tyson  HTML     53K 
                Foods, Inc. Supplemental Executive Retirement and                
                Lifeinsurance Premium Plan Effective November 15,                
                2012                                                             
11: EX-10.38    Form of Stock Incentive Agreement With Key          HTML     63K 
                Employees and Contracted Employees at Band Level                 
                3-9 Pursuant Towhich Restricted Stock Awards Are                 
                Granted Under the Tyson Foods, Inc. 2000 Stock                   
                Incentive Plan Effectiveoctober 26, 2012                         
12: EX-10.39    Form of Stock Incentive Agreement With the          HTML     68K 
                Remaining Contracted Employees Pursuant to Which                 
                Restricted Stockawards Are Granted Under the Tyson               
                Foods, Inc. 2000 Stock Incentive Plan Effective                  
                October 26, 2012                                                 
13: EX-10.46    Form of Stock Option Grant Agreement With           HTML     76K 
                Non-Contracted Employees Pursuant to Which Stock                 
                Option Awardsare Granted Under the Tyson Foods,                  
                Inc. 2000 Stock Incentive Plan Effective November                
                28, 2011                                                         
14: EX-10.47    Form of Stock Option Grant Agreement With           HTML     76K 
                Contracted Employees at Band Level 1-5 Pursuant to               
                Which Stockoption Awards Are Granted Under the                   
                Tyson Foods, Inc. 2000 Stock Incentive Plan                      
                Effective November 28, 2011                                      
15: EX-10.48    Form of Stock Option Grant Agreement With Key       HTML     76K 
                Employees and Contracted Employees at Band Level                 
                6-9 Pursuantto Which Stock Option Awards Are                     
                Granted Under the Tyson Foods, Inc. 2000 Stock                   
                Incentive Plan Effectivenovember 28, 2011                        
16: EX-10.49    Form of Stock Incentive Agreement Pursuant to       HTML     67K 
                Which Stock Options Are Granted to Contracted                    
                Employees Underthe Tyson Foods, Inc. 2000 Stock                  
                Incentive Plan Effective October 26, 2012                        
17: EX-10.50    Form of Stock Incentive Agreement Pursuant to       HTML     64K 
                Which Stock Options Are Granted to Non-Contracted                
                Employeesunder the Tyson Foods, Inc. 2000 Stock                  
                Incentive Plan Effective October 26, 2012                        
18: EX-10.52    Form of Performance Stock Award Agreement Pursuant  HTML     73K 
                to Which Performance Stock Awards Are Granted                    
                Under Thetyson Foods, Inc. 2000 Stock Incentive                  
                Plan Effective October 3, 2011                                   
19: EX-10.53    Form of Stock Incentive Agreement Pursuant to       HTML     75K 
                Which Performance Stock Awards Are Granted Under                 
                the Tysonfoods, Inc. 2000 Stock Incentive Plan                   
                Effective October 26, 2012                                       
20: EX-10.54    Tyson Foods, Inc. Severance Pay Plan for            HTML     83K 
                Contracted Employees, Effective October 31, 2012                 
22: EX-21       Subsidiaries of the Company                         HTML     81K 
23: EX-23       Consent of Pricewaterhousecoopers, LLP              HTML     46K 
21: EX-12.1     Calculation of Ratio of Earnings to Fixed Charges   HTML     68K 
24: EX-31.1     Certification of Chief Executive Officer Pursuant   HTML     54K 
                to SEC Rule 13A-14(A)/15D-14(A), as Adopted                      
                Pursuant Tosection 302 of the Sarbanes-Oxley Act                 
                of 2002                                                          
25: EX-31.2     Certification of Chief Financial Officer Pursuant   HTML     54K 
                to SEC Rule 13A-14(A)/15D-14(A), as Adopted                      
                Pursuant Tosection 302 of the Sarbanes-Oxley Act                 
                of 2002                                                          
26: EX-32.1     Certification of Chief Executive Officer Pursuant   HTML     49K 
                to 18 U.S.C. Section 1350, as Adopted Pursuant to                
                Section 906Of the Sarbanes-Oxley Act of 2002                     
27: EX-32.2     Certification of Chief Financial Officer Pursuant   HTML     49K 
                to 18 U.S.C. Section 1350, as Adopted Pursuant to                
                Section 906Of the Sarbanes-Oxley Act of 2002                     
104: R1          Document and Entity Information                     HTML     75K  
83: R2          Consolidated Statements Of Income                   HTML    138K 
99: R3          Consolidated Balance Sheets                         HTML    159K 
108: R4          Consolidated Balance Sheets (Parentheticals)        HTML     57K  
136: R5          Consolidated Statements Of Shareholders' Equity     HTML    182K  
86: R6          Consolidated Statements Of Shareholder's Equity     HTML     49K 
                (Parentheticals)                                                 
98: R7          Consolidated Statements Of Cash Flows               HTML    179K 
77: R8          Business And Summary Of Significant Accounting      HTML    120K 
                Policies                                                         
66: R9          Changes In Accounting Principles                    HTML     56K 
138: R10         Acquisitions                                        HTML     59K  
110: R11         Property, Plant And Equipment                       HTML     66K  
109: R12         Goodwill And Other Intangible Assets                HTML    134K  
118: R13         Other Current Liabilities                           HTML     57K  
119: R14         Debt                                                HTML    101K  
114: R15         Income Taxes                                        HTML    163K  
120: R16         Other Income And Charges                            HTML     51K  
100: R17         Earnings Per Share                                  HTML    106K  
105: R18         Derivative Financial Instruments                    HTML    230K  
112: R19         Fair Value Measurements                             HTML    232K  
147: R20         Stock-Based Compensation                            HTML    121K  
129: R21         Pensions And Other Postretirement Benefits          HTML    362K  
92: R22         Comprehensive Income (Loss)                         HTML    110K 
111: R23         Segment Reporting                                   HTML    172K  
95: R24         Supplemental Cash Flow Information                  HTML     59K 
55: R25         Transactions With Related Parties                   HTML     54K 
130: R26         Commitments And Contingencies                       HTML     99K  
143: R27         Quarterly Financial Data (Unaudited)                HTML    110K  
71: R28         Condensed Consolidating Financial Statements        HTML    661K 
70: R29         Valuation And Qualifying Accounts                   HTML    100K 
75: R30         Business And Summary Of Significant Accounting      HTML    162K 
                Policies (Policy)                                                
76: R31         Business And Summary Of Significant Accounting      HTML     85K 
                Policies (Tables)                                                
78: R32         Property, Plant And Equipment (Tables)              HTML     64K 
43: R33         Goodwill And Other Intangible Assets (Tables)       HTML    132K 
127: R34         Other Current Liabilities (Tables)                  HTML     57K  
90: R35         Debt (Tables)                                       HTML     68K 
93: R36         Income Taxes (Tables)                               HTML    158K 
60: R37         Earnings Per Share (Tables)                         HTML    101K 
146: R38         Derivative Financial Instruments (Tables)           HTML    218K  
34: R39         Fair Value Measurements (Tables)                    HTML    222K 
80: R40         Stock-Based Compensation (Tables)                   HTML    104K 
134: R41         Pensions And Other Postretirement Benefits          HTML    364K  
                (Tables)                                                         
57: R42         Comprehensive Income (Loss) (Tables)                HTML    107K 
69: R43         Segment Reporting (Tables)                          HTML    156K 
74: R44         Supplemental Cash Flow Information (Tables)         HTML     57K 
84: R45         Commitments And Contingencies (Tables)              HTML     64K 
42: R46         Quarterly Financial Data (Unaudited) (Tables)       HTML    106K 
65: R47         Condensed Consolidating Financial Statements        HTML    660K 
                (Tables)                                                         
37: R48         Valuation And Qualifying Accounts (Tables)          HTML     99K 
132: R49         Business And Summary Of Significant Accounting      HTML     57K  
                Policies (Schedule Of Inventories Of Processed                   
                Products, Livestock, And Supplies Valued At Lower                
                Of Cost Or Market) (Details)                                     
56: R50         Business and Summary Of Significant Accounting      HTML     64K 
                Policies (Share Repurchases) (Details)                           
128: R51         Business And Summary Of Significant Accounting      HTML    122K  
                Policies (Narrative) (Details)                                   
61: R52         Acquisitions (Narrative) (Details)                  HTML     72K 
81: R53         Property, Plant And Equipment (Details)             HTML     65K 
36: R54         Goodwill And Other Intangible Assets (Goodwill      HTML     79K 
                Activity) (Details)                                              
39: R55         Goodwill And Other Intangible Assets (Other         HTML     58K 
                Intangible Assets By Type) (Details)                             
73: R56         Goodwill And Other Intangible Assets (Narrative)    HTML     71K 
                (Details)                                                        
47: R57         Other Current Liabilities (Other Current            HTML     60K 
                Liabilities) (Details)                                           
139: R58         Debt (Major Components Of Debt) (Details)           HTML     84K  
88: R59         Debt (Narrative) (Details)                          HTML    207K 
115: R60         Income Taxes (Provision For Income Taxes From       HTML     71K  
                Continuing Operations) (Details)                                 
64: R61         Income Taxes (Reasons For Differences Between       HTML     73K 
                Statutory Federal Tax Rate And Effective Income                  
                Tax Rate) (Details)                                              
67: R62         Income Taxes (Tax Effects Of Major Items Recorded   HTML    110K 
                As Deferred Tax Assets And Liabilities) (Details)                
125: R63         Income Taxes (Activity Related To Gross             HTML     66K  
                Unrecognized Tax Benefits) (Details)                             
121: R64         Income Taxes (Narrative) (Details)                  HTML     96K  
91: R65         Other Income And Charges (Details)                  HTML     65K 
123: R66         Earnings Per Share (Schedule Of Earnings Per        HTML    114K  
                Share, Basic And Diluted) (Details)                              
62: R67         Earnings Per Share (Narrative) (Details)            HTML     61K 
96: R68         Derivative Financial Instruments (Aggregate         HTML     54K 
                Outstanding Notionals Related To Cash Flow Hedges)               
                (Details)                                                        
142: R69         Derivative Financial Instruments (Pretax Impact Of  HTML     59K  
                Cash Flow Hedge Derivative Instruments On The                    
                Consolidated Statements Of Income) (Details)                     
38: R70         Derivative Financial Instruments (Aggregate         HTML     51K 
                Outstanding Notionals Related To Fair Value                      
                Hedges) (Details)                                                
54: R71         Derivative Financial Instruments (Pretax Impact Of  HTML     52K 
                Fair Value Hedge Derivative Instruments On The                   
                Consolidated Statements of Income) (Details)                     
82: R72         Derivative Financial Instruments (Pretax Impact Of  HTML     56K 
                Net Investment Hedge Derivative Instruments On The               
                Consolidated Statements Of Income) (Details)                     
45: R73         Derivative Financial Instruments (Aggregate         HTML     58K 
                Outstanding Notionals Related To Undesignated                    
                Positions) (Details)                                             
145: R74         Derivative Financial Instruments (Pretax Impact Of  HTML     56K  
                Undesignated Derivative Instruments On The                       
                Consolidated Statements Of Income) (Details)                     
58: R75         Derivative Financial Instruments (Fair Value Of     HTML     62K 
                All Derivative Instruments) (Details)                            
49: R76         Derivative Financial Instruments (Narrative)        HTML     56K 
                (Details)                                                        
53: R77         Fair Value Measurements (Schedule Of Assets And     HTML    117K 
                Liabilities Measured At Fair Value On A Recurring                
                Basis) (Details)                                                 
40: R78         Fair Value Measurements (Schedule Of Debt           HTML     68K 
                Securities Measured At Fair Value On A Recurring                 
                Basis, Unobservable Input Reconciliation)                        
                (Details)                                                        
44: R79         Fair Value Measurements (Schedule Of Available For  HTML     80K 
                Sale Securities) (Details)                                       
106: R80         Fair Value Measurements (Schedule Of Fair Value     HTML     52K  
                And Carrying Value Of Debt) (Details)                            
51: R81         Fair Value Measurements Fair Value Measurements     HTML     58K 
                (Narrative) (Details)                                            
140: R82         Stock-Based Compensation (Summary Of Stock          HTML     91K  
                Options) (Details)                                               
79: R83         Stock-Based Compensation (Assumption Of Fair Value  HTML     61K 
                Calculation Of Each Year's Grants) (Details)                     
113: R84         Stock-Based Compensation (Summary Of Restricted     HTML     86K  
                Stock) (Details)                                                 
122: R85         Stock-Based Compensation (Narrative) (Details)      HTML     99K  
50: R86         Pensions And Other Postretirement Benefits          HTML    111K 
                (Reconciliation Of Changes In Plans' Benefit                     
                Obligations, Assets And Funded Status) (Details)                 
52: R87         Pensions And Other Postretirement Benefits          HTML     75K 
                (Amounts Recognized In The Consolidated Balance                  
                Sheets) (Details)                                                
137: R88         Pensions And Other Postretirement Benefits (Plans   HTML     60K  
                With Accumulated Benefit Obligations In Excess Of                
                Plan Assets) (Details)                                           
46: R89         Pensions And Other Postretirement Benefits          HTML     77K 
                (Components Of Net Periodic Benefit Cost For                     
                Pension And Postretirement Benefit Plans                         
                Recognized In The Consolidated Statements Of                     
                Income) (Details)                                                
107: R90         Pensions And Other Postretirement Benefits          HTML     63K  
                (Weighted Average Assumptions) (Details)                         
103: R91         Pensions And Other Postretirement Benefits (Actual  HTML     83K  
                And Target Asset Allocation For Pension Plan                     
                Assets) (Details)                                                
126: R92         Pensions And Other Postretirement Benefits          HTML     89K  
                (Categories Of Pension Plan Assets And Level Under               
                Which Fair Values Were Determined In Fair Value                  
                Hierarchy) (Details)                                             
102: R93         Pensions And Other Postretirement Benefits          HTML     71K  
                (Reconciliation Of Change In Fair Value                          
                Measurement Of Defined Benefit Plans' Consolidated               
                Assets Using Significant Unobservable Inputs)                    
                (Details)                                                        
87: R94         Pensions And Other Postretirement Benefits          HTML     68K 
                (Estimated Future Benefit Payments Expected To Be                
                Paid) (Details)                                                  
131: R95         Pensions And Other Postretirement Benefits          HTML     97K  
                (Narrative) (Details)                                            
85: R96         Comprehensive Income (Loss) (Components Of          HTML     73K 
                Accumulated Other Comprehensive Income (Loss))                   
                (Details)                                                        
59: R97         Comprehensive Income (Loss) (Components Of Other    HTML    137K 
                Comprehensive Income (Loss)) (Details)                           
94: R98         Segment Reporting (Segment Reporting Information,   HTML     94K 
                By Segment) (Details)                                            
89: R99         Segment Reporting (Narrative) (Details)             HTML     80K 
72: R100        Supplemental Cash Flow Information (Cash Payments   HTML     53K 
                For Interest And Income Taxes) (Details)                         
148: R101        Transactions With Related Parties (Details)         HTML     52K  
124: R102        Commitments (Narrative) (Details)                   HTML     68K  
101: R103        Commitments (Minimum Lease Commitments Under        HTML     73K  
                Non-Cancelable Leases) (Details)                                 
41: R104        Commitments (Future Purchase Commitments)           HTML     66K 
                (Details)                                                        
133: R105        Contingencies (Details)                             HTML     74K  
141: R106        Quarterly Financial Data (Unaudited) (Schedule Of   HTML     83K  
                Quarterly Financial Information) (Details)                       
135: R107        Quarterly Financial Data (Unaudited) (Narrative)    HTML     61K  
                (Details)                                                        
97: R108        Condensed Consolidating Financial Statements        HTML    162K 
                (Condensed Consolidating Statement Of Income)                    
                (Details)                                                        
48: R109        Condensed Consolidating Financial Statements        HTML    171K 
                (Condensed Consolidating Balance Sheet) (Details)                
116: R110        Condensed Consolidating Financial Statements        HTML    151K  
                (Condensed Consolidating Statement Of Cash Flows)                
                (Details)                                                        
63: R111        Condensed Consolidating Financial Statements        HTML     49K 
                (Narrative) (Details)                                            
35: R112        Valuation And Qualifying Accounts (Details)         HTML     63K 
144: XML         IDEA XML File -- Filing Summary                      XML    216K  
68: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   5.21M 
28: EX-101.INS  XBRL Instance -- tsn-20120929                        XML   7.38M 
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‘EX-10.48’ — Form of Stock Option Grant Agreement With Key Employees and Contracted Employees at Band Level 6-9 Pursuantto Which Stock Option Awards Are Granted Under the Tyson Foods, Inc. 2000 Stock Incentive Plan Effectivenovember 28, 2011

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

<! C: C:

TSN 2012 10K EX - 10.48

EXHIBIT 10.48

NONQUALIFIED STOCK OPTION AWARD

PURSUANT TO THE TYSON FOODS, INC. 2000 STOCK INCENTIVE PLAN

THIS AWARD (the “Award”) is made as of the Grant Date by Tyson Foods, Inc., a Delaware corporation (the “Company”), to the Team Member (the “Optionee”) listed below, Personnel No. «Persno». Upon and subject to the Terms and Conditions applicable hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Optionee a nonqualified stock option (the “Option”), as described below, to purchase the Option Shares.

«First_name___________» «Middle_Initial» «Last_name____________»

«Street_and_house_number_______»

«M_2nd_address_line___________»

«City________________» «Rg» «Postal_code»


A.	Grant Date: ________________.


B.	Type of Option: Nonqualified Stock Option.


C.	Plan under which granted: Tyson Foods, Inc. 2000 Stock Incentive Plan (“Plan”).


D.	Option Shares: All or any part of «Shares» shares of the Company’s $.10 par value Class A common stock (the “Common Stock”), subject to adjustment as provided in the Terms and Conditions.


E.	Exercise Price: $______ per share, subject to adjustment as provided in the Terms and Conditions.

Option Period: The Option may be exercised only during the Option Period which commences on the Grant Date and ends, subject to earlier termination as provided in the Terms and Conditions, on the earliest of the following (a) the tenth (10th) anniversary of the Grant Date; (b) three months following the date the Optionee ceases to be an employee of the Company (including any Affiliate) for any reason other than death, Disability or termination of employment without cause after attaining at least age 62; or (c) one year following the date the Optionee ceases to be an employee of the Company (including any Affiliate) due to death, Disability or termination of employment without cause after attaining at least age 62; provided, however, that the Option may only be exercised as to the vested Option Shares determined pursuant to the Vesting Schedule below. Note that other restrictions to exercising the Option, as described in the Terms and Conditions, may apply.


G.	Vesting Schedule: The Option Shares shall become vested Option Shares in the increasing percentages indicated below but only if the Optionee remains continuously employed by the Company or any Affiliate through the date indicated beside the applicable percentage:



Percentage of Option Shares Which are Vested Shares		Dates Upon Which Shares Become Vested Shares
Zero (0)		Prior to First Anniversary of Grant Date
One-third (1/3)		First Anniversary of Grant Date
One-third (1/3)		Second Anniversary of Grant Date
One-third (1/3)		Third Anniversary of Grant Date

Notwithstanding the foregoing, all unvested Option Shares shall become vested Option Shares immediately upon the Optionee’s termination of employment due to death, Disability or termination of employment without cause after attaining at least age 62. If Optionee is involuntarily terminated by the Company other than for Cause, and such Optionee meets the Rule of 70 (i.e., at least 55 years of age, and when age and years of employment with the Company are added together the sum equals or exceeds 70), any of Optionee’s non-vested Options awarded two or more years prior to the date of termination shall vest upon the Optionee’s execution of a Separation Agreement and General Release and such Options will be exercisable for a period of three months from Optionee’s termination date (but no later than the tenth anniversary of the Grant Date). Upon a Change in Control (defined in Section 5(b) of the Terms and Conditions), all unvested Option Shares granted under this Award, or any prior award of Option Shares from the Company to the Optionee, shall become vested Option Shares sixty (60) days after the Change in Control.

IN WITNESS WHEREOF, the Company has executed and sealed this Award as of the Grant Date set forth above.

TYSON FOODS, INC.: Donnie Smith, President and CEO

TERMS AND CONDITIONS TO THE

NONQUALIFIED STOCK OPTION AWARD

PURSUANT TO THE

TYSON FOODS, INC. 2000 STOCK INCENTIVE PLAN

1. Exercise of Option. Subject to the provisions of the Plan and the Award, which is made pursuant to the Plan, and subject also to these Terms and Conditions, which are incorporated in and made a part of the attached Award:

(a) The Option may be exercised with respect to all or any portion of the vested Option Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a notice of exercise in substantially the form required by the Committee (as defined in the Plan) (a form of which is available from the Company), which shall be actually delivered to the Company before the Optionee desires to exercise all or any portion of the Option; (ii) payment to the Company of the Exercise Price multiplied by the number of shares being purchased (the “Purchase Price”) in the manner provided in Subsection (b), and (iii) satisfaction of the tax withholding obligation described in Section 2 below.

(b) The Purchase Price shall be paid in full upon the exercise of an Option and no Option Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Option Shares purchased pursuant to the exercise of an Option shall be made in cash, certified check, or, alternatively, as follows:

(i) by delivery to the Company of a number of shares of Common Stock owned by the Optionee prior to the date of the Option's exercise, having a Fair Market Value, as determined under the Plan, on the date of exercise either equal to the Purchase Price or in combination with cash to equal the Purchase Price;

(ii) subject to applicable securities laws, by receipt of the Purchase Price in cash from a broker, dealer or other “creditor” as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the Committee of instructions in a form acceptable to the Committee regarding delivery to such broker, dealer or other creditor of that number of Option Shares with respect to which the Option is exercised; or

(iii) by any combination of the foregoing.

Upon acceptance of such notice and receipt of payment in full of the Purchase Price and any tax withholding liability, the Company shall cause to be issued a certificate representing the Option Shares purchased.

2. Withholding. The Optionee must satisfy federal, state and local, if any, withholding taxes imposed by reason of the exercise of the Option either by paying to the Company the full amount of the withholding obligation (i) in cash; (ii) by tendering shares of Common Stock owned by the Optionee prior to the date of exercise having a Fair Market Value equal to the tax withholding obligation; (iii) by electing, irrevocably and in substantially the form required by the Committee (the “Withholding Election”), to have the smallest number of whole shares of Common Stock which, when multiplied by the Fair Market Value of the Common Stock as of the date the Option is

exercised, is sufficient to satisfy the minimum required amount of tax withholding obligations; or (iv) by any combination of the above. Optionee may make a Withholding Election only if the following conditions are met:

(a) the Withholding Election is made on or prior to the date on which the amount of tax required to be withheld is determined by executing and delivering to the Company a properly completed Notice of Withholding Election in substantially the form required by the Committee (a form of which is available from the Company); and

(b) any Withholding Election will be irrevocable; however, the Committee may, in its sole discretion, disapprove and give no effect to the Withholding Election.

3. Rights as Shareholder. Until the stock certificates reflecting the Option Shares accruing to the Optionee upon exercise of the Option are issued to the Optionee, the Optionee shall have no rights as a shareholder with respect to such Option Shares. The Company shall make no adjustment for any dividends or distribu-tions or other rights on or with respect to Option Shares for which the record date is prior to the issuance of that stock certificate, except as the Plan or this Award otherwise provides.

4. Restriction on Transfer of Option. Except as otherwise expressly permitted by the Committee in writing, the Option evidenced hereby is nontransferable other than by will or the laws of descent and distribution, and, shall be exercisable during the lifetime of the Optionee only by the Optionee (or in the event of his disability, by his legal representative) and after his death, by the Optionee's designated beneficiary. If the Optionee fails to name a beneficiary, the Option may be exercised by the Optionee's spouse, if the spouse survives the Optionee, otherwise, by the legal representative of the Optionee's estate. If no legal representative is appointed, the Option may be exercised by the person entitled to that right under the laws of descent and distribution of the state where the Optionee resided at the time of death.

5. Changes in Capitalization.

(a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or combination of shares or the payment of a stock dividend (in excess of two percent (2%)) in shares of Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of Common Stock outstanding effected without receipt of consideration by the Company.

(b) For purposes of this Agreement, the term "Change in Control" shall have the same meaning as the term "Change in Control" as set forth in the Plan; provided, however, that a Change in Control shall not include any event as a result of which one or more of the following persons or entities possess, immediately after such event, over fifty percent (50%) of the combined voting power of the Company, or, if applicable, a successor entity: (i) Tyson Limited Partnership, or any successor entity; (ii) individuals related to Don Tyson by blood, marriage or adoption, or the estate of any such individual (including Don Tyson); or (iii) 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 (i) and (ii) hereof possess over fifty percent (50%) of the combined voting power or beneficial interests of such entity. The Committee shall have the sole discretion to interpret the foregoing provisions of this paragraph.

(c) In lieu of any adjustment or permitted exercises of the Option contemplated by Subsection (b) above, the Committee retains the discretion in the event of any transaction contemplated by Subsection (b) to cancel the Option in consideration for a payment to the Optionee equal to the positive difference between the then aggregate Fair Market Value of, and the aggregate Exercise Price for, those vested Option Shares which have not been exercised as of the effective date of such transaction. Such payment may be made in shares of Common Stock or in cash or in any combination thereof.

(d) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjust-ment, reclassification, reorganization or other change in its capital or business structure, any merger or consolida-tion of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.

6. Special Limitations on Exercise. Any exercise of the Option is subject to the condition that if at any time the Committee, in its discretion, shall determine that the listing, registration or qualification of the shares covered by the Option upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in connection with the delivery of shares thereunder, the delivery of any or all shares pursuant to the Option may be withheld unless and until such listing, registration or qualification shall have been effected. The Optionee shall deliver to the Company, prior to the exercise of the Option, such information, representations and warranties as the Company may reasonably request in order for the Company to be able to satisfy itself that the Option Shares being acquired in accordance with the terms of an applicable exemption from the securities registration requirements of applicable federal and state securities laws.

7. Legend on Stock Certificates. The Company may endorse any legends on certificates evidencing Option Shares that it deems necessary and advisable or as may be required to reflect any restrictions provided for herein or otherwise required by applicable federal or state securities laws.

8. Governing Laws. This Award shall be construed, administered and enforced according to the laws of Delaware; provided, however, no option may be exercised except, in the reasonable judgment of the Board of Directors, in compliance with exemptions under applicable state securities laws of the state in which the Optionee resides, and/or any other applicable securities laws.

9. Successors. This Award shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and permitted assigns of the parties.

10. Notice. Except as otherwise specified herein, all notices and other communications under this Award shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient. Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

11. Severability. In the event that any one or more of the provisions or portion thereof contained in this Award 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, and this Award shall

be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

12. Certain Breaches of Employment Agreement (if applicable). Notwithstanding anything to the contrary herein, if, at any time, the Company determines that the Optionee has breached any of the terms, provisions and restrictions imposed upon the Optionee under any employment agreement between the Company and Optionee, or any provision thereof, then in effect (the “Employment Agreement”), all of the Option Shares shall be forfeited. Such forfeiture shall occur without limiting the Company's other rights and remedies available under the Employment Agreement.

13. Entire Agreement. Subject to the terms and conditions of the Plan, this Award expresses the entire understanding and agreement of the parties.

14. Violation. Any transfer, pledge, sale, assignment, or hypothecation of the Option or any portion thereof shall be a violation of the terms of this Award and shall be void and without effect.

15. Headings. Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Award.

16. 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, the party or parties who are thereby aggrieved shall have the right to specific performance and 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.

17. No Right to Continued Employment. Neither the establishment of the Plan nor the award of Option Shares hereunder shall be construed as giving the Optionee the right to continued employment.

18. Defined Terms. Any capitalized terms herein not otherwise defined shall have the meanings set forth for such terms in the Plan.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	11/19/12	8-K
For Period end:	9/29/12
		List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

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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