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As Of Filer Filing For·On·As Docs:Size 11/19/12 Tyson Foods, Inc. 10-K 9/29/12 148:29M |
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
30: EX-101.CAL XBRL Calculations -- tsn-20120929_cal XML 380K
31: EX-101.DEF XBRL Definitions -- tsn-20120929_def XML 1.37M
32: EX-101.LAB XBRL Labels -- tsn-20120929_lab XML 2.80M
33: EX-101.PRE XBRL Presentations -- tsn-20120929_pre XML 1.80M
29: EX-101.SCH XBRL Schema -- tsn-20120929 XSD 323K
117: ZIP XBRL Zipped Folder -- 0000100493-12-000065-xbrl Zip 496K
| TSN 2012 10K EX - 10.50 |
Employee: | [NAME] |
Personnel Number: | [ ] |
Award: | Option to purchase_______ Shares
[INSERT # of SHARES SUBJECT TO OPTION] |
Grant Date: | [DATE] |
Exercise Price: | $______________ |
Term: | Earlier of (i) 10 years; or (ii) dates set forth in Section 3 |
Type
of Option: | [Non-qualified/ISO] |
Vesting Date | Percent of Award Vested |
[INSERT VESTING DATE(s)] | [Insert % vesting at corresponding date] |
1. | Terms and Conditions. The Award 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. Those Awards which have become vested pursuant to the Vesting Schedule shall be 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 with Tyson is terminated due to death, Disability or, subject to your timely execution and non-revocation of a Waiver and Release Agreement, Retirement, you will be fully vested in your Award. For purposes of this Award
Agreement, “Retirement” shall mean your voluntary or involuntary Termination of Employment without Cause from Tyson and or its affiliates on or after the date you attain age 62. |
2.3. | 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. |
2.4. | Definitions. For purposes of this Award Agreement, “Cause,” and “Waiver and Release Agreement” shall have the same meanings as set forth
in the Tyson Foods Severance Pay Plan for Non-Contracted Employees. |
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 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 or Retirement. In the event your Termination of Employment is due to death, Disability 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; or |
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. |
5. | Withholding
Taxes. By accepting this Award, you acknowledge and agree that you are responsible for, and that Tyson shall withhold, 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 such taxes by any manner acceptable under the terms of the Plan. |
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 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 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 Agreement, 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. |
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 (by accepting 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, |
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 |