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Tyson Foods, Inc. – ‘10-Q’ for 1/2/16 – ‘EX-10.7’

On:  Friday, 2/5/16, at 7:39am ET   ·   For:  1/2/16   ·   Accession #:  100493-16-175   ·   File #:  1-14704

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

 2/05/16  Tyson Foods, Inc.                 10-Q        1/02/16   98:10M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    679K 
 2: EX-10.1     Performance Stock Awards - Non-Contracted Employee  HTML     60K 
11: EX-10.10    Stock Option Awards - Non-Contracted Employee       HTML     91K 
                W/Non-Competition & Non Solicitat                                
12: EX-10.11    Stock Option Awards - Non-Contracted Employee       HTML     51K 
 3: EX-10.2     Performance Stock Awards - Contracted Employees     HTML     58K 
 4: EX-10.3     Restricted Stock Award - Contracted Employee        HTML     44K 
 5: EX-10.4     Restricted Stock Awards - Non-Contracted Employee   HTML     86K 
                W/Non-Competition & Non Solici                                   
 6: EX-10.5     Restricted Stock Awards - Non-Contracted Employee   HTML     46K 
 7: EX-10.6     Restricted Stock Award With Performance Criteria    HTML     49K 
 8: EX-10.7     Restricted Stock Unit Awards                        HTML     50K 
 9: EX-10.8     Stock Appreciation Rights Awards                    HTML     44K 
10: EX-10.9     Stock Option Awards - Contracted Employee           HTML     48K 
13: EX-12.1     Ratio of Earnings to Fixed Charges                  HTML     46K 
14: EX-31.1     Section 302 CEO Certification                       HTML     32K 
15: EX-31.2     Section 302 CFO Certification                       HTML     32K 
16: EX-32.1     Section 906 CEO Certification                       HTML     29K 
17: EX-32.2     Section 906 CFO Certification                       HTML     29K 
24: R1          Document and Entity Information                     HTML     47K 
25: R2          Consolidated Condensed Statements Of Income         HTML     91K 
26: R3          Consolidated Condensed Statements of Comprehensive  HTML     54K 
                Income                                                           
27: R4          Consolidated Condensed Balance Sheets               HTML    108K 
28: R5          Condensed Consolidated Balance Sheets               HTML     39K 
                (Parentheticals)                                                 
29: R6          Consolidated Condensed Statements Of Cash Flows     HTML     89K 
30: R7          Accounting Policies                                 HTML     41K 
31: R8          Dispositions                                        HTML     37K 
32: R9          Inventories                                         HTML     39K 
33: R10         Property, Plant And Equipment                       HTML     43K 
34: R11         Other Current Liabilities                           HTML     36K 
35: R12         Debt                                                HTML     63K 
36: R13         Equity (Notes)                                      HTML     75K 
37: R14         Income Taxes                                        HTML     33K 
38: R15         Other Income And Charges                            HTML     30K 
39: R16         Earnings Per Share                                  HTML     67K 
40: R17         Derivative Financial Instruments                    HTML    103K 
41: R18         Fair Value Measurements                             HTML    186K 
42: R19         Pension and Other Postretirement Benefit Plans      HTML     57K 
43: R20         Other Comprehensive Income                          HTML     76K 
44: R21         Segment Reporting                                   HTML     76K 
45: R22         Commitments And Contingencies                       HTML     49K 
46: R23         Condensed Consolidating Financial Statements        HTML    494K 
47: R24         Accounting Policies (Policy)                        HTML     46K 
48: R25         Inventories (Policy)                                HTML     31K 
49: R26         Inventories (Tables)                                HTML     37K 
50: R27         Property, Plant And Equipment (Tables)              HTML     42K 
51: R28         Other Current Liabilities (Tables)                  HTML     36K 
52: R29         Debt (Tables)                                       HTML     57K 
53: R30         Equity (Tables)                                     HTML     60K 
54: R31         Earnings Per Share (Tables)                         HTML     64K 
55: R32         Derivative Financial Instruments (Tables)           HTML    101K 
56: R33         Fair Value Measurements (Tables)                    HTML    182K 
57: R34         Pension and Other Postretirement Benefit Plans      HTML     54K 
                (Tables)                                                         
58: R35         Other Comprehensive Income (Tables)                 HTML     73K 
59: R36         Segment Reporting (Tables)                          HTML     65K 
60: R37         Condensed Consolidating Financial Statements        HTML    495K 
                (Tables)                                                         
61: R38         Dispositions (Details)                              HTML     58K 
62: R39         Inventories (Schedule Of Inventory) (Details)       HTML     38K 
63: R40         Inventories (Narrative) (Details)                   HTML     28K 
64: R41         Property, Plant And Equipment (Details)             HTML     46K 
65: R42         Other Current Liabilities (Schedule of Other        HTML     37K 
                Current Liabilities) (Details)                                   
66: R43         Debt (Major Components Of Debt) (Details)           HTML     86K 
67: R44         Debt (Narrative) (Details)                          HTML     37K 
68: R45         Equity (Schedule of Share Repurchases) (Details)    HTML     39K 
69: R46         Equity (Schedule of Tangible Equity Units)          HTML     48K 
                (Details)                                                        
70: R47         Equity (Narrative) (Details)                        HTML     99K 
71: R48         Income Taxes (Details)                              HTML     37K 
72: R49         Other Income And Charges (Details)                  HTML     35K 
73: R50         Earnings Per Share (Schedule Of Earnings Per        HTML     67K 
                Share, Basic And Diluted) (Details)                              
74: R51         Earnings Per Share (Narrative) (Details)            HTML     42K 
75: R52         Derivative Financial Instruments (Aggregate         HTML     40K 
                Outstanding Notionals) (Details)                                 
76: R53         Derivative Financial Instruments (Pretax Impact Of  HTML     43K 
                Cash Flow Hedge Derivative Instruments On The                    
                Consolidated Statements Of Income) (Details)                     
77: R54         Derivative Financial Instruments (Pretax Impact Of  HTML     36K 
                Fair Value Hedge Derivative Instruments On The                   
                Consolidated Statements of Income) (Details)                     
78: R55         Derivative Financial Instruments (Pretax Impact Of  HTML     39K 
                Undesignated Derivative Instruments On The                       
                Consolidated Statements Of Income) (Details)                     
79: R56         Derivative Financial Instruments (Narrative)        HTML     30K 
                (Details)                                                        
80: R57         Fair Value Measurements (Schedule Of Assets And     HTML     95K 
                Liabilities Measured At Fair Value On A Recurring                
                Basis) (Details)                                                 
81: R58         Fair Value Measurements (Schedule Of Debt           HTML     46K 
                Securities Measured At Fair Value On A Recurring                 
                Basis, Unobservable Input Reconciliation)                        
                (Details)                                                        
82: R59         Fair Value Measurements (Schedule Of Available For  HTML     39K 
                Sale Securities) (Details)                                       
83: R60         Fair Value Measurements (Schedule Of Fair Value     HTML     32K 
                And Carrying Value Of Debt) (Details)                            
84: R61         Fair Value Measurement (Narrative) (Details)        HTML     43K 
85: R62         Pension and Other Postretirement Benefit Plans      HTML     52K 
                (Details)                                                        
86: R63         Pension and Other Postretirement Benefit Plans      HTML     37K 
                (Narrative) (Details)                                            
87: R64         Other Comprehensive Income (Components Of Other     HTML     71K 
                Comprehensive Income (Loss)) (Details)                           
88: R65         Segment Reporting (Segment Reporting Information,   HTML     60K 
                By Segment) (Details)                                            
89: R66         Segment Reporting (Narrative) (Details)             HTML     52K 
90: R67         Commitments (Narrative) (Details)                   HTML     48K 
91: R68         Contingencies (Narrative) (Details)                 HTML     50K 
92: R69         Condensed Consolidating Financial Statements        HTML    105K 
                (Condensed Consolidating Statement Of Income and                 
                Comprehensive Income) (Details)                                  
93: R70         Condensed Consolidating Financial Statements        HTML    134K 
                (Condensed Consolidating Balance Sheet) (Details)                
94: R71         Condensed Consolidating Financial Statements        HTML    108K 
                (Condensed Consolidating Statement Of Cash Flows)                
                (Details)                                                        
95: R72         Condensed Consolidating Financial Statements        HTML     29K 
                Condensed Consolidating Financial Statements                     
                (Narrative) (Details)                                            
97: XML         IDEA XML File -- Filing Summary                      XML    163K 
96: EXCEL       IDEA Workbook of Financial Reports                  XLSX     90K 
18: EX-101.INS  XBRL Instance -- tsn-20160102                        XML   3.41M 
20: EX-101.CAL  XBRL Calculations -- tsn-20160102_cal                XML    212K 
21: EX-101.DEF  XBRL Definitions -- tsn-20160102_def                 XML    757K 
22: EX-101.LAB  XBRL Labels -- tsn-20160102_lab                      XML   1.42M 
23: EX-101.PRE  XBRL Presentations -- tsn-20160102_pre               XML    948K 
19: EX-101.SCH  XBRL Schema -- tsn-20160102                          XSD    175K 
98: ZIP         XBRL Zipped Folder -- 0000100493-16-000175-xbrl      Zip    252K 


‘EX-10.7’   —   Restricted Stock Unit Awards


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



 <!   C:   C: 
  Exhibit  
Exhibit 10.7



TYSON FOODS, INC. 2000 STOCK INCENTIVE PLAN STOCK INCENTIVE AGREEMENT
RESTRICTED STOCK UNITS


Team Member:
[INSERT NAME]
Award:
[INSERT QUANTITY] Restricted Stock Units
Grant Date:
[INSERT DATE]
Vesting Schedule:
 
        

Vesting Date


Percent of Award Vested

[VESTING DATE]


100%

1

Exhibit 10.7

This Award is granted on the Grant Date by Tyson Foods, Inc., a Delaware corporation, ("Tyson") to the Team Member (hereinafter referred to as "you") identified on the cover page of this Award Agreement.

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 Incentive 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. The Award which becomes vested pursuant to the Vesting Schedule shall be considered as fully earned 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 Termination of Employment is due to death, Disability or, subject to your timely execution and non-revocation of a Release, 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.
Demotion from Award-Eligible Position or Termination by Tyson without Cause. In the event of your demotion from an Award-eligible position but you remain employed in a non-Award eligible position, or in the event that your employment is terminated by Tyson for reasons other than death, Disability, Retirement, or Cause, and subject to your timely execution and non-revocation of a Release, you will become vested in a pro rata portion of your Award. The pro rata portion of your Award shall equal (i) the percentage of the total vesting period, measured in days, in which you remained employed by Tyson and/or its affiliates or, in the event of your demotion, you remained in an Award-eligible position, multiplied by (ii) the number of Restricted Stock Units (RSUs) subject to the Award.

2.4.
Change in Control. Upon a Change in Control, all unvested RSUs shall become fully vested on the earlier of: (i) the date you are involuntarily terminated without Cause (as defined in Section 2.5 below) 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.

2.5.
Definitions. For purposes of this Award Agreement, "Disability," "Cause," and "Release" shall have the meanings as set forth below:


2

Exhibit 10.7

(i)    "Disability" shall have the same meaning as provided in the long-term disability plan or policy maintained or, if applicable, most recently maintained, by Tyson. If no long-term disability plan or policy was ever maintained on behalf of you or, if the determination of Disability relates to an incentive stock option, Disability means that condition described in Section 22(e)(3) of the Internal Revenue Code, as amended (the “Code”). In the event of a dispute, the determination of Disability will be made by the Committee (as defined in Tyson's equity incentive plan) and will be supported by advice of a physician competent in the area to which such Disability relates.

(ii)    "Cause" is defined as a termination as a result of the occurrence of one or more of the following events:

(a)    Any willful and wrongful conduct or omission by you that injures Tyson;

(b)    Any act by you of intentional misrepresentation or embezzlement, misappropriation or conversion of assets of Tyson;

(c)    You are convicted of, confess to, plead no contest to, or become the subject of proceedings that provide a reasonable basis for Tyson to believe that you have been engaged in a felony; or

(d)    Your intentional or willful violation of any restrictive covenant of the Non-Competition, Non-Solicitation and Confidentiality Agreement or any other agreement to which you are a party with Tyson.

For purposes of this Award Agreement an act or failure to act shall be considered "willful" only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of Tyson. In no event shall Tyson's failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of Tyson's right to terminate you for Cause as a result thereof.

(iii)    “Release” shall mean that specific document which Tyson shall present to you for consideration and execution after your Termination of Employment, under which you agree to irrevocably and unconditionally release and forever discharge Tyson, its subsidiaries, affiliates and related parties from any and all causes of action which you at that time had or may have had against Tyson (excluding any claim under state workers' compensation or unemployment laws). The Release will be provided to you as soon as practical after your termination date, but in any event in sufficient time so that you will have adequate time to review the Release as provided by applicable law.

3.
Payment of Award/Dividend Equivalents. Unrestricted certificates for the vested RSUs subject to your Award will be delivered to you as soon as administratively practicable following the Vesting Dates set forth in Section 2. Subject to the restrictions, limitations and conditions as described in the Plan, dividend equivalents payable on the RSUs will be credited (in cash, without interest) on your behalf at the time that dividends are otherwise paid to owners of the Tyson’s common stock. Dividend equivalents will be settled and paid at the same time as the vested RSUs are settled pursuant to the terms of this Award Agreement.

4.
Withholding Taxes. By executing this Award Agreement and accepting the Award, you acknowledge and agree that you are responsible for, and that Tyson shall withhold, all applicable income and other taxes

3

Exhibit 10.7

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.

5.
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.

6.
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.

7.
Entire Agreement. Subject to the terms and conditions of the Plan, the Non-Competition, Non-Solicitation and Confidentiality Agreement, or any other agreement to which you are a party with Tyson, 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.

8.
Restrictions on Transfer of Award. You shall not dispose of the Award prior to the date an unrestricted certificate for vested shares in your name is delivered to you by Tyson pursuant to Section
3. 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.

9.
Headings. Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Award Agreement.

10.
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 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.

11.
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.

12.
No Right to Continued Employment. You acknowledge and agree (by executing 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.


4

Exhibit 10.7

13.
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.

14.
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, and all rights granted to Tyson hereunder, shall be binding upon your heirs, successors and administrators.

15.
Rights as a Stockholder. You will have no rights as a stockholder with respect to any of the RSUs subject to the Award until and unless you receive shares of Tyson following vesting of these RSUs.
* * *


TYSON FOODS, INC.

By:    /s/ Donnie Smith
Title: President and CEO




5

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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Filing Submission 0000100493-16-000175   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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