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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: | «Name» |
Personnel Number: | [ ] |
Award: | [Target Quantity Granted] Performance Shares for the Peer Group Award |
[Target
Quantity Granted] Performance Shares for the EBIT Award | |
Grant Date | |
Initial Measurement Date: | |
Final Measurement Date: | |
Vesting 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 Performance Shares Stock 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. | Definitions. |
2.1 | "Cause," is defined as a termination as a result of the occurrence of one or more of the following events: |
2.1. | "Disability" shall have the same meaning as provided in the Plan. |
2.2. | "EBIT" shall mean Tyson's operating earnings (which takes into account accruals for bonus payments) before interest and taxes, as reported in Tyson's Annual Report on Form 10-K for any year in the Measurement Period (as hereinafter defined), as adjusted for unusual or unique items, such as one-time gains or losses, in the reasonable discretion
of the Compensation Committee. |
2.3. | "EBIT Award" shall mean any award of Performance Shares pursuant to satisfaction of any benchmark relative to the EBIT Goal outlined in Section 4(b). |
2.4. | "EBIT Goal" for the Measurement Period shall be a cumulative EBIT of $ . |
2.5. | "Final
Measurement Date" shall mean the date identified as such on the cover page. |
2.6. | "Initial Measurement Date" shall mean the date identified as such on the cover page. |
2.7. | "Measurement Period" shall mean the three fiscal year period from the Initial Measurement Date to the Final Measurement Date. |
2.8. | "Peer
Group" shall mean that group of publicly traded companies most recently determined by the Compensation and Leadership Development Committee of Tyson's Board of Directors ("Compensation Committee"), which at the Initial Measurement Date is comprised of the following companies: Archer Daniels Midland Co., Bunge Ltd., Campbell Soup Co., ConAgra Foods, Inc., Dean Foods Co., General Mills, Inc., The Hershey Company, Hormel Foods Corp., J.M. Smucker Co., Kellogg Co., McCormick & Co., Inc., Mondelez International, Inc., PepsiCo Inc., Pilgrim's Pride Corp., and Sanderson Farms, Inc. 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 Tyson. 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 Tyson; 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 Peer Group Goals and said Peer Group Goals shall be reduced accordingly. |
2.9. | "Peer Group Award" shall mean any award of Performance Shares pursuant to satisfaction of any Peer Group Goals. |
2.10. | "Peer
Group Goals" means the performance measures specified in Section 4(a). |
2.11. | "Performance Shares" means the shares of Tyson's Class A common stock subject to this Award Agreement. |
2.12. | “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. |
2.13. | "Stock Price" means the closing price of Tyson's Class A common stock in the case of Tyson, or the publicly traded stock of a Peer Group company, on the applicable trading date as reported in The Wall Street Journal. |
2.14. | "Stock
Price Comparison" means the comparison of Tyson's Stock Price against the Stock Price for each of the Peer Group companies. Such comparison shall begin with the average Tyson Stock Price and the Stock Price of each of the Peer Group companies for the twenty (20) trading days ending on the Initial Measurement Date and end with the average Tyson Stock Price and the Stock Price of each of the Peer Group companies for the twenty (20) trading days ending on the Final Measurement Date. The Stock Price Comparison shall be made as a percentage of the growth of the Stock Price from the Initial Measurement Date to the Final Measurement Date. |
2.15. | “Target EBIT Award” shall mean the number of Performance Shares reflected in the Award, as provided
on the cover page relative to the EBIT Award. |
2.16. | “Target Peer Group Award” shall mean the number of Performance Shares reflected in the Award, as provided on the cover page relative to the Peer Group Award. |
2.17. | “Vesting Date” shall mean the date on the cover page. |
2.18. | “Vesting Period”
shall mean the period beginning on the Grant Date and ending on the Vesting Date. |
3. | Vesting. |
3.1. | Vesting and Forfeiture. Those Awards which have become payable pursuant to the performance criteria and benchmarks set forth below shall be considered as fully earned by you, subject
to the further provisions of this Section 3. Any Awards which do not become payable in accordance with the performance criteria and benchmarks or the provisions of this Section 3 on account of: (i) your Termination of Employment with Tyson and/or its affiliates before the Vesting Date or (ii) the failure to satisfy the performance criteria and benchmarks provided below, will be forfeited back to Tyson. |
3.2. | 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 before the Vesting Date, you will be entitled to a pro rata portion of your Award if the applicable performance criteria are satisfied.
The pro rata portion of your Award shall equal the percentage of the total Vesting Period, measured in days, in which you remained employed by Tyson and/or its affiliates multiplied by the percentage of the Award that you would have received had you remained employed until the Vesting Date. For purposes of this 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. |
3.3. | Termination by Tyson without Cause. 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 entitled to a pro rata portion of your award if the applicable performance criteria are met. The pro rata portion of your Award shall equal the percentage of the total Vesting Period, measured in days, in which you remained employed by Tyson and/or its affiliates multiplied by the percentage of the Award that you would have received had you remained employed until the Vesting Date. |
3.4. | Change in Control. Following a Change in Control, and on the earlier of: (i) the date you are involuntarily terminated without Cause (as defined in your Employment Agreement) or (ii) sixty (60) days after the Change in Control, you shall become entitled to an Award equal to the maximum number of Performance Shares under the EBIT Award
and the Peer Group Award. 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. |
4. | Performance
Criteria. The extent to which you shall have the right to payment, respectively, of the Peer Group Award and/or the EBIT Award shall depend upon your continuous employment throughout the Vesting Period and the extent to which the applicable performance measures have been satisfied as of the Final Measurement Date, as specified below: |
5. | Payment of Award. The Performance Shares that may become payable pursuant to either the Peer Group Award or the EBIT Award, or both, shall be determined based upon the highest benchmark attained in the respective category. In other words, the attainment of multiple benchmarks under the Peer Group Award
or the EBIT Award will not result in the payment of a cumulative number of Performance Shares for each benchmark achieved for that particular Award. Your Award, if any, will be earned on the Vesting Date and delivered thereafter. Payment shall be made in shares of Tyson’s Class A common stock. |
6. | Withholding Taxes. By accepting the Award, you acknowledge and agree that you are responsible for 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 taxes by any manner acceptable under the terms of the Plan, but not to exceed the required minimum statutory withholding. |
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. You shall not dispose of the Award prior to the date unrestricted, vested shares in your name are delivered to you by Tyson pursuant to Section 5. 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 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. |
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 (through electronic acknowledgment and acceptance of 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, and all rights granted to Tyson hereunder, shall be binding upon your heirs, successors and administrators. |
Title: President and CEO | |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/1/18 | 4 | |||
| 9/29/18 | 10-K, DEF 14A | |||
| Filed on: | 2/5/16 | 4, 8-K | ||
| For Period end: | 1/2/16 | |||
| 11/30/15 | 4 | |||
| 10/4/15 | ||||
| List all Filings | ||||
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 |