Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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
‘EX-10.52’ — Form of Performance Stock Award Agreement Pursuant to Which Performance Stock Awards Are Granted Under Thetyson Foods, Inc. 2000 Stock Incentive Plan Effective October 3, 2011
THIS PERFORMANCE STOCK AWARD (the “Award”) is made effective as of _____________ (the “Award Date”) by TYSON FOODS, INC., a Delaware corporation, to _____________(the “Recipient”).
Preliminary Statements
A. To promote the success of the
Company, the Company desires to provide the Recipient with an enhanced incentive to perform services on behalf of the Company to aid in its continued growth and financial success in a manner that aligns the interests of the Recipient with the interests, generally, of the stockholders of the Company.
B. The terms of the Tyson Foods, Inc. 2000 Stock Incentive Plan (the “Plan”) permit the Compensation Committee of the Board of Directors of the Company (the “Committee”) to grant shares generally on such terms and conditions as
may be provided by the Committee.
C. Terms that are not defined in the text of this Award are contained in Section 4.10 below or in the Plan.
NOW, THEREFORE, in consideration of the mutual agreements and covenants contained in this Award and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1
Award of Performance Shares
1.1 Award of Performance Shares. Subject to the
terms, restrictions, limitations, and conditions stated in this Award, the Company hereby awards to Recipient the right to receive up to __________shares of Stock if and to the extent the Peer Group Goals are satisfied at the Measurement Date (the “Award”).
1.2 Performance Measure Conditions to Payment of Award. The extent, if any, to which the Recipient shall have the right to payment of the Award shall depend, in part, upon the extent to which the performance measure has been satisfied as of the Measurement Date, as specified below. The Peer Group Goals shall have the following benchmarks during the Performance Period:
(a) Threshold performance
shall mean that the Company has outperformed five (5) members of its Peer Group on the basis of Stock Price Comparison, which shall result in the payment of _________shares of Stock to the Recipient;
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(b) Target performance shall mean that the Company has outperformed seven (7) members of its Peer Group on the basis of Stock Price Comparison, which shall result in the payment of ________shares of Stock to the Recipient; and
(c) Maximum
or above performance shall mean that the Company has outperformed nine (9) members of its Peer Group on the basis of Stock Price Comparison, which shall result in the payment of _________shares of Stock to the Recipient.
Performance between the foregoing benchmarks shall result in the payment of a number of shares of Stock to the Recipient determined as a matter of applying a straight-line interpolation between the minimum number of shares of Stock specified in Clause (a) above and the maximum number of shares of Stock specified in Clause (c) above.
1.3 General Conditions to Payment of Award. Regardless
of the extent to which the performance measures are attained under Section 1.2, the extent, if any, to which the Recipient shall have the right to payment of the Award is further conditioned upon the Recipient’s satisfaction of the following requirements during the Performance Period:
(a) The Recipient shall remain continuously in the employ of the Company or any Affiliate from the Award Date through the Vesting Date (as defined in Section 1.5 below), except as otherwise provided in Section 2.2 below; and
(b) If the Recipient has elected to deliver cash or a certified check under Section 1.4, the Recipient shall have delivered to the
Company cash or a certified check for the payment of applicable tax withholding obligations (whether federal, state or local) imposed on the Company by reason of the payment of the Award.
1.4 Optional Withholding Election. The Recipient may elect to (i) pay the applicable tax withholding obligations in cash or by certified check, or (ii) have the shares of Stock otherwise payable pursuant to the Award reduced by the smallest number of whole shares of Stock which, when multiplied by the fair market value of the Stock on the Payment Date (as defined in Section 1.5 below), as determined by the Committee, is sufficient to satisfy the amount of the tax withholding obligations imposed on the
Company by reason of the Award (the “Withholding Election”). The Recipient may make a Withholding Election only if all of the following conditions are met:
(a) the Withholding Election must be made at least 60 days prior to the date on which the amount of tax required to be withheld is determined (the “Tax Date”) by executing and delivering to the Company a properly completed Notice of Withholding Election, in substantially the form of Exhibit A attached hereto;
(b) if no Withholding Election is delivered by the Recipient to the Company and the Recipient has not satisfied the applicable tax withholding
obligations in accordance with Section 1.3(b) above, the Company will automatically reduce the Award by the smallest
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number of whole shares of Stock which is sufficient to satisfy the amount of the tax withholding obligations imposed on the Company by reason of the Award; and
(c) any Withholding Election made will be irrevocable; however, the Board of Directors may, in its sole discretion, disapprove and give no effect
to any Withholding Election.
1.5 Payment of the Award. The Award shall vest two (2) business days after the Measurement Date (the “Vesting Date”) and shall be paid in the appropriate number of shares of Stock of the Company, reduced, if applicable, in accordance with any Withholding Election tendered pursuant to Section 1.4, during the _____ calendar year but not prior to the Vesting Date (such date of payment is referred to herein as the “Payment Date”).
Section 2
Restrictions and Forfeitures
2.1 Forfeitures. Notwithstanding
anything to the contrary in this Award, the Award shall expire and no payment of any type shall be due in the event of the occurrence of either one of the events described in Sections 3(b) or 3(c).
2.2 Death, Disability and Retirement. If, prior to the Vesting Date, the Recipient ceases to be employed by the Company and all of its Affiliates due to (i) death, (ii) Disability, or (iii) voluntary termination of employment after attaining at least age 62 and at least 12 months and one day have elapsed since the execution date by the Recipient of his/her most recent employment agreement with the Company (the “Employment Agreement”) and the Employees retirement,
then the Recipient (or, if applicable, the legal representative of the Recipient) shall have the right to the payment of the shares of Stock subject to the Award, but only if and to the extent that the performance measures are satisfied at the Measurement Date, determined as if the Recipient had continued in the employ of the Company. If payment is due in accordance with this Section 2.2, the payment shall be made at the same time as payment would otherwise be due in accordance with Section 1.5.
2.3
Restrictions on Transfer of Award. No rights attributable to the Award may be conveyed, pledged, assigned, transferred,
hypothecated, encumbered, or otherwise disposed of by the Recipient, except by the laws of descent and distribution.
Section 3
Expiration of the Award
The Award shall terminate upon the first to occur of the following events:
(a) the delivery of the appropriate number of shares of Stock to the Recipient following the occurrence of the Measurement Date upon attaining at least the threshold benchmark for the Peer Group Goals, as the terms of the Award so provide and, subject to any applicable exception in Section 2.2 above, the Recipient’s continuous employment with the
Company or an Affiliate through the Vesting Date;
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(b) the Recipient ceases to be employed by the Company and all of its Affiliates for any reason prior to the occurrence of the Vesting Date, other than as specified in Section 2.2; or
(c) the attainment of the Measurement Date and a corresponding failure to achieve at least the threshold benchmark for the Peer Group Goals.
Section
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General Provisions
4.1 Committee Determinations. All determinations required by the terms of the Award shall be made by the Committee and such determinations shall be final, binding and conclusive upon the Recipient and the Recipient’s successors and permitted assigns.
4.2 Rights as Stockholder. Recipient shall have no rights as a stockholder with respect to any shares of the Stock of the Company as a result of this Award prior to the delivery of shares of Stock in payment of the Award.
4.3 Change
in Capitalization. Except as otherwise provided in the Recipient’s Employment Agreement, if the outstanding shares of the Stock shall be recapitalized, reorganized or there is any other change in the corporate structure of the Company, the number of shares of Stock subject to the Award shall be adjusted by the Committee in a manner that it determines, in its sole discretion, best reflects the event.
4.4 Governing Laws. This Award shall be construed, administered and enforced according to the laws of the State of Delaware.
4.5 Notice. Except as otherwise specified herein, all notices
and other communications given with respect to 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. Until further notice, the address for the Company is:
Any party may designate any other address to which notices shall be sent by giving notice of the address to the other party in the same manner as provided herein.
4.6 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
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this
Award shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.
4.7 Entire Agreement. Subject to the terms of the Plan, which are incorporated herein by reference, and Section 14 of the Employment Agreement (or any successor provision), this Award expresses the entire understanding and agreement of the parties with respect to the subject matter hereof.
4.8 Violation. Any transfer, pledge, sale, assignment, or hypothecation of any rights attributable to the Award shall be a violation of the terms of this Award and shall be void and without effect.
4.9 No
Employment Rights Created. The grant of the Award shall not be construed as giving Recipient the right to continued employment with the Company or any Affiliate.
4.10 Definitions. For purposes of this Award, capitalized terms not defined herein or below shall have the meanings ascribed to them in the Plan:
“Company” means Tyson Foods, Inc.; however, where the context so requires, the term shall include any successor company or business entity.
“Measurement Date”
means ______________.
“Peer Group” means Campbell Soup Co., ConAgra Foods, Inc., General Mills, Inc., H. J. Heinz Co., Hershey Foods Corporation, Kellogg Company, McCormick & Company, Inc., Sara Lee Corporation, Smithfield Foods, Inc., Pilgrim’s Pride Corp. and Hormel Foods Corporation. 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 the Company. 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 no successor entity or where the primary business of the successor entity and its affiliates is not in substantially the same lines of business as the Company; 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 benchmarks provided in Section 1.2 and said benchmarks shall be reduced accordingly.
“Peer Group Goals” means the performance measures specified in Section 1.2.
“Performance Period” means the period beginning as of the Award Date and ending on the Measurement
Date.
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“Stock” means the shares of the Class A Common Stock of the Company granted as performance stock under this Award.
“Stock Price Comparison” means the comparison of the Company’s Stock price against the stock price for each of the Peer
Group companies, each as reported in The Wall Street Journal. Such comparison shall begin with the closing price for the Company’s Stock and the stock of each of the Peer Group companies on ______________ and end with the average closing price of each company’s stock for the thirty (30) trading days ending on the Measurement Date.
IN WITNESS WHEREOF, the Company has executed this Award as of the date set forth below.
TYSON
FOODS, INC.
By:
Title:
President and CEO
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Dates Referenced Herein and Documents Incorporated by Reference
