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As Of Filer Filing For·On·As Docs:Size 11/23/09 Tyson Foods Inc 10-K 10/03/09 17:4.7M |
Document/Exhibit Description Pages Size
1: 10-K Tyson Foods, Inc. Form 10-K 10/03/09 HTML 2.13M
2: EX-10.14 Material Contract -- exhibit_1014 HTML 77K
3: EX-10.22 Material Contract -- exhibit_1022 HTML 87K
4: EX-10.30 Material Contract -- exhibit_1030 HTML 19K
5: EX-10.32 Material Contract -- exhibit_1032 HTML 17K
6: EX-10.34 Material Contract -- exhibit_1034 HTML 20K
7: EX-10.39 Material Contract -- exhibit_1039 HTML 26K
8: EX-10.41 Material Contract -- exhibit_1041 HTML 45K
9: EX-10.43 Material Contract -- exhibit_1043 HTML 39K
10: EX-10.44 Material Contract -- exhibit_1044 HTML 31K
11: EX-12.1 Statement re: Computation of Ratios -- exhibit_121 HTML 41K
12: EX-21 Subsidiaries of the Registrant -- exhibit_21 HTML 58K
13: EX-23 Consent of Experts or Counsel -- exhibit_23 HTML 10K
14: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 14K
-- exhibit_311
15: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 14K
-- exhibit_312
16: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 11K
-- exhibit_321
17: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) HTML 11K
-- exhibit_322
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B.
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Restricted
Shares: _________ shares of
the Company’s Class A common stock, par value $.10 per share (“Common
Stock”).
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C.
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Vesting
Schedule: The Restricted Shares shall vest according to
the Vesting Schedule attached hereto as Schedule 1. The
Restricted Shares which have become vested pursuant to the Vesting
Schedule are herein referred to as the “Vested Restricted
Shares.”
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TYSON
FOODS, INC.:
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By:
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Title:
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(a)
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If
Employee makes a timely election pursuant to Section 83(b) of the Internal
Revenue Code, as a condition to receiving the Vested Restricted Shares
Employee must deliver to the Company, within thirty (30) days of making
the election pursuant to said Section 83(b) as to all or any portion of
the Restricted Shares, either cash or a certified check payable to the
Company in the amount of all of the tax withholding obligations (whether
federal, state or local), imposed on the Company by reason of the making
of an election pursuant to said Section
83(b),
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(b)
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If
the Employee does not make a timely election pursuant to Section 83(b) of
the Internal Revenue Code as to all of the Restricted Shares, the Employee
may notify the Company in writing, which notice must be received by the
Company at least thirty (30) days prior to the date Restricted Shares
become Vested Restricted Shares (or such later date as the Committee may
permit), that the Employee wishes to pay in cash all of the tax
withholding obligations (whether federal, state or local) imposed on the
Company by reason of the vesting of some or all of the Restricted
Shares. As a condition to receiving the Vested Restricted
Shares, Employee must deliver to the Company no later than three (3)
business days of the vesting either cash or a certified check payable to
the Company in the amount of all of the tax withholding obligations
(whether federal, state or local) imposed on the Company by reason of the
vesting of the Vested Restricted Shares to which the election
applies.
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(c)
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If
the Employee does not make a timely election pursuant to Section 83(b) of
the Internal Revenue Code as provided in Section 2(a), or deliver a timely
election to make a supplemental payment with cash or by
certified check for tax withholding obligations as provided in Section
2(b) as to all or a portion of the Vested Restricted Shares, Employee will
be deemed to have elected to have the actual number of Vested Restricted
Shares reduced by the smallest number of whole shares of Common Stock
which, when multiplied by the fair market value of the Common Stock, as
determined by the Committee, on the date of the vesting event is
sufficient to satisfy the amount of the tax withholding obligations
imposed on the Company by reason of the vesting of the such Vested
Restricted Shares (the “Withholding Election”). Employee
understands and agrees that Employee’s acceptance of this Restricted Stock
Grant will be deemed to be Employee’s election to make a Withholding
Election pursuant to this Section 2 and such other consistent terms and
conditions prescribed by the
Committee.
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(d)
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The
Committee reserves the right to give no effect to a Withholding Election
in which case the Employee will remain obligated as a condition to
receiving the Vested Restricted Shares to satisfy applicable tax
withholding obligations with cash or by a certified check in the manner
provided by the Committee. If the Committee elects not to give
effect to the Withholding Election, it shall provide the Employee with
written notice reasonably in advance of the applicable vesting
event.
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(i)
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Termination by
Employee. Except as provided in Sections 4(b)(iii) and
(iv), upon a Termination of Employment prior to the Vesting Date effected
by the Employee for any reason all Restricted Shares shall be forfeited as
of the effective date of such Termination of
Employment.
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(ii)
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Termination by Company
Other Than for Cause. Upon a Termination of Employment
prior to the Vesting Date effected by the Company for any reason other
than Cause (as described in Section 4(b)(v)), upon the Employee’s
execution of a Separation Agreement and General Release in favor of the
Company after the date of termination the Employee shall become vested in
the following number of Restricted
Shares:
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(A)
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If
less than one-third (1/3) of the period between the Grant Date and the
Vesting Date shown on Schedule 1 has elapsed all the Restricted Shares
will be forfeited;
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(B)
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If
at least one-third (1/3) but less than two-thirds (2/3s) of the period
between the Grant Date and the Vesting Date shown on Schedule 1 has
elapsed the number of Restricted Shares that become Vested Restricted
Shares pursuant to this Section 4(b)(ii)(B) shall be the number that bears
the same relation to all Restricted Shares as (1) the number of full
calendar months elapsed from the Grant Date to the last date of Employee’s
employment bears to (2) the number of full calendar months between the
Grant Date and the Vesting Date, and the remaining Restricted Shares shall
be forfeited; and
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(C)
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If
at least two-thirds (2/3s) of the period between the Grant Date and
Vesting Date has elapsed, all of the Restricted Shares shall fully vest
and become Vested Restricted
Shares.
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(v)
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Termination by Company
for Cause. Upon a Termination of Employment prior to the
Vesting Date effected by the Company for Cause (as defined in Employment
Agreement), all Restricted Shares shall be forfeited as of the effective
date of such termination of
employment.
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(d)
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Restrictions on
Transfer of Restricted Shares. Employee shall effect no
disposition of Restricted Shares prior to the date that an unrestricted
certificate for Vested Restricted Shares in his name is delivered to him
by the Committee; provided, however, that this provision shall not
preclude a transfer by will or the laws of descent and distribution in the
event of the death of the Employee.
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(a)
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The
number and kind of Restricted Shares shall be proportionately adjusted to
reflect a merger, consolidation, reorganization, recapitalization,
reincorporation, stock split, stock dividend (in excess of two percent
(2%)) or other change in the capital structure of the Company in
accordance with the terms of the Stock Plan. All adjustments made by the
Committee under this Section shall be final, binding, and conclusive upon
all parties.
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(b)
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The
existence of the Stock Plan and the Restricted Stock Grant shall not
affect the right or power of the Company to make or authorize any
adjustment, reclassification, reorganization or other change in its
capital or business structure, any merger or consolidation 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 part of its business or
assets, or any other corporate act or
proceeding.
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A.
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Provided
that the Employee continues to be employed by the Company or any affiliate
on the applicable Vesting Date described in this Part A, the Restricted
Shares shall become Vested Restricted Shares as
follows:
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B.
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The
provisions of this Vesting Schedule are subject to, and limited by, all
applicable provisions of the
Agreement
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/23/09 | 8-K, 8-K/A | ||
| For Period End: | 10/3/09 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/19/10 SEC UPLOAD¶ 10/19/17 1:16K Tyson Foods, Inc. 3/12/10 SEC UPLOAD¶ 10/19/17 1:22K Tyson Foods, Inc. 2/17/10 SEC UPLOAD¶ 10/19/17 1:47K Tyson Foods, Inc. |