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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 |
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
Exhibit |
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% |
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: |
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 |
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 |
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. |
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. |
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 |