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As Of Filer Filing For·On·As Docs:Size 2/07/19 Tyson Foods, Inc. 10-Q 12/29/18 105:10M |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.12M
8: EX-10.10 Material Contract HTML 57K
9: EX-10.11 Material Contract HTML 58K
10: EX-10.12 Material Contract HTML 64K
11: EX-10.13 Material Contract HTML 72K
12: EX-10.14 Material Contract HTML 62K
13: EX-10.15 Material Contract HTML 63K
14: EX-10.16 Material Contract HTML 59K
15: EX-10.17 Material Contract HTML 100K
16: EX-10.18 Material Contract HTML 43K
17: EX-10.19 Material Contract HTML 49K
2: EX-10.4 Material Contract HTML 62K
3: EX-10.5 Material Contract HTML 69K
4: EX-10.6 Material Contract HTML 57K
5: EX-10.7 Material Contract HTML 64K
6: EX-10.8 Material Contract HTML 54K
7: EX-10.9 Material Contract HTML 51K
18: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
19: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
20: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
21: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
28: R1 Document and Entity Information HTML 53K
29: R2 Consolidated Condensed Statements Of Income HTML 97K
30: R3 Consolidated Condensed Statements of Comprehensive HTML 60K
Income
31: R4 Consolidated Condensed Balance Sheets HTML 118K
32: R5 Consolidated Condensed Balance Sheets HTML 39K
(Parentheticals)
33: R6 Consolidated Condensed Statements of Shareholders' HTML 95K
Equity
34: R7 Consolidated Condensed Statements Of Cash Flows HTML 102K
35: R8 Accounting Policies HTML 60K
36: R9 Acquisitions and Dispositions HTML 62K
37: R10 Inventories HTML 38K
38: R11 Property, Plant And Equipment HTML 43K
39: R12 Restructuring and Related Charges HTML 33K
40: R13 Other Current Liabilities HTML 37K
41: R14 Debt HTML 72K
42: R15 Equity HTML 47K
43: R16 Income Taxes HTML 33K
44: R17 Other Income And Charges HTML 32K
45: R18 Earnings Per Share HTML 69K
46: R19 Derivative Financial Instruments HTML 101K
47: R20 Fair Value Measurements HTML 195K
48: R21 Pension and Other Postretirement Benefit Plans HTML 51K
49: R22 Other Comprehensive Income (Loss) HTML 79K
50: R23 Segment Reporting HTML 111K
51: R24 Commitments And Contingencies HTML 51K
52: R25 Accounting Policies (Policy) HTML 72K
53: R26 Inventories (Policy) HTML 32K
54: R27 Accounting Policies Changes in Accounting HTML 42K
Principles (Tables)
55: R28 Acquisitions and Dispositions (Tables) HTML 46K
56: R29 Inventories (Tables) HTML 38K
57: R30 Property, Plant And Equipment (Tables) HTML 43K
58: R31 Other Current Liabilities (Tables) HTML 36K
59: R32 Debt (Tables) HTML 65K
60: R33 Equity (Tables) HTML 47K
61: R34 Earnings Per Share (Tables) HTML 67K
62: R35 Derivative Financial Instruments (Tables) HTML 105K
63: R36 Fair Value Measurements (Tables) HTML 188K
64: R37 Pension and Other Postretirement Benefit Plans HTML 50K
(Tables)
65: R38 Other Comprehensive Income (Loss) (Tables) HTML 79K
66: R39 Segment Reporting (Tables) HTML 105K
67: R40 Accounting Policies Changes in Accounting HTML 45K
Principles (Details)
68: R41 Acquisitions and Dispositions Preliminary Fair HTML 73K
Value of Assets Acquired and Liabilities Assumed
at Acquisition Date (Details)
69: R42 Acquisitions and Dispositions Acquisition HTML 110K
(Narrative) (Details)
70: R43 Acquisitions and Dispositions Disposition HTML 48K
Narrative (Details)
71: R44 Inventories (Schedule Of Inventory) (Details) HTML 40K
72: R45 Inventories (Narrative) (Details) HTML 29K
73: R46 Property, Plant And Equipment (Details) HTML 48K
74: R47 Restructuring and Related Charges Restructuring HTML 44K
(Details)
75: R48 Other Current Liabilities (Schedule of Other HTML 38K
Current Liabilities) (Details)
76: R49 Debt (Major Components Of Debt) (Details) HTML 110K
77: R50 Debt (Narrative) (Details) HTML 59K
78: R51 Equity (Schedule of Share Repurchases) (Details) HTML 40K
79: R52 Equity (Narrative) (Details) HTML 30K
80: R53 Income Taxes (Details) HTML 49K
81: R54 Other Income And Charges (Details) HTML 43K
82: R55 Earnings Per Share (Schedule Of Earnings Per HTML 75K
Share, Basic And Diluted) (Details)
83: R56 Earnings Per Share (Narrative) (Details) HTML 42K
84: R57 Derivative Financial Instruments (Aggregate HTML 45K
Outstanding Notionals) (Details)
85: R58 Derivative Financial Instruments (Pretax Impact Of HTML 44K
Cash Flow Hedge Derivative Instruments On The
Consolidated Statements Of Income) (Details)
86: R59 Derivative Financial Instruments (Pretax Impact Of HTML 36K
Fair Value Hedge Derivative Instruments On The
Consolidated Statements of Income) (Details)
87: R60 Derivative Financial Instruments (Pretax Impact Of HTML 39K
Undesignated Derivative Instruments On The
Consolidated Statements Of Income) (Details)
88: R61 Derivative Financial Instruments (Narrative) HTML 37K
(Details)
89: R62 Fair Value Measurements (Schedule Of Assets And HTML 113K
Liabilities Measured At Fair Value On A Recurring
Basis) (Details)
90: R63 Fair Value Measurements (Schedule Of Debt HTML 47K
Securities Measured At Fair Value On A Recurring
Basis, Unobservable Input Reconciliation)
(Details)
91: R64 Fair Value Measurements (Schedule Of Available For HTML 38K
Sale Securities) (Details)
92: R65 Fair Value Measurements (Schedule Of Fair Value HTML 32K
And Carrying Value Of Debt) (Details)
93: R66 Fair Value Measurement (Narrative) (Details) HTML 51K
94: R67 Pension and Other Postretirement Benefit Plans HTML 53K
(Details)
95: R68 Pension and Other Postretirement Benefit Plans HTML 35K
(Narrative) (Details)
96: R69 Other Comprehensive Income (Loss) (Components Of HTML 73K
Other Comprehensive Income (Loss)) (Details)
97: R70 Segment Reporting (Segment Reporting Information, HTML 78K
By Segment) (Details)
98: R71 Segment Reporting Disaggregation of Revenue (By HTML 91K
Segment and Distribution Channel) (Details)
99: R72 Segment Reporting (Narrative) (Details) HTML 45K
100: R73 Commitments (Narrative) (Details) HTML 52K
101: R74 Contingencies (Narrative) (Details) HTML 50K
103: XML IDEA XML File -- Filing Summary XML 172K
27: XML XBRL Instance -- tsn2019q110q_htm XML 2.46M
102: EXCEL IDEA Workbook of Financial Reports XLSX 96K
23: EX-101.CAL XBRL Calculations -- tsn-20181229_cal XML 219K
24: EX-101.DEF XBRL Definitions -- tsn-20181229_def XML 874K
25: EX-101.LAB XBRL Labels -- tsn-20181229_lab XML 1.57M
26: EX-101.PRE XBRL Presentations -- tsn-20181229_pre XML 1.05M
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104: JSON XBRL Instance as JSON Data -- MetaLinks 362± 555K
105: ZIP XBRL Zipped Folder -- 0000100493-19-000016-xbrl Zip 408K
| Exhibit |
Award: | Quantity Granted Shares of Restricted Stock |
Vesting
Date | Percent of Award Vested |
100% | |
1. | Terms
and Conditions. The Award of Restricted Stock (as set forth on the cover page of this Award Agreement) is subject to all the terms and conditions of the Tyson Foods, Inc. 2000 Stock Incentive Plan or any successors thereto, as such plan or its successors may be amended and restated from time to time (the “Plan”). Unless otherwise defined herein, all capitalized terms in this 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. For purposes of this Award Agreement, “Cause”, “Change in Control”, “Disability”, “Good Reason”,
“Release”, “Termination of Employment” and “Tyson” shall have the meanings set forth below: |
(b) | Violation of the policies of Tyson (including a violation of the Code of Conduct); |
(c) | Any willful and wrongful conduct or omission
by you that injures Tyson; |
(d) | Any act by you of intentional misrepresentation or embezzlement, misappropriation or conversion of assets of Tyson; |
(e) | 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, serious crime, job-related misdemeanor, or similar offense; or |
(f) | Your
intentional or willful violation of any restrictive covenant or other agreement to which you are a party with Tyson. |
(a) | A material diminution in authority, duties or responsibilities (not merely a change in job title alone); |
(b) | Greater than a fifteen (15%) decrease
in the total of your then-current (i) base salary, (ii) target annual cash award opportunity under the Tyson Foods, Inc. Annual Incentive Plan, or any successors thereto, as such plan or its successors may be amended or restated from time to time, as determined by Tyson in its sole discretion, and (iii) target grant date value of the annual long-term incentive award under the Plan, as determined by Tyson in its sole discretion; |
(c) | Transfer of your primary employment location beyond fifty (50) miles; or |
(d) | The failure by Tyson
to obtain a satisfactory agreement from any successor to assume and agree to perform the obligations under this Award Agreement for at least twenty-four (24) months following a Change in Control. |
3. | Vesting.
|
3.1. | 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 3. Notwithstanding any other provision of this Award Agreement to the contrary, any Award will be forfeited back to Tyson in the event of your Termination of Employment before the Vesting Date, except as otherwise provided in Sections 3.2 through 3.4. The events described in Sections 3.2 through 3.4 are referred to herein as “Vesting Events.” |
3.2. | Death
or Disability. In the event of your Termination of Employment due to death or Disability before the Vesting Date, you will be vested in a pro rata portion of the unvested portion of the Award determined by multiplying the number of unvested restricted shares by a fraction, the numerator of which is the total number of days that you were employed by Tyson between the Grant Date and your Termination of Employment and the denominator of which is the total number of days in the three-year vesting period. |
3.3. | Termination by Tyson without Cause or by you for Good Reason; Voluntary Termination under the “5+1” Officer Separation Program. In the event of your Termination of Employment by Tyson for
reasons other than for Cause; by you for Good Reason; or through participation in the Officer Separation Program component of the Executive Severance Plan of Tyson Foods, Inc. before the Vesting Date, you will become vested in a pro rata portion of the Award subject to your timely execution and non-revocation of a Release. The pro rata portion of the Award shall be determined by multiplying the number of unvested restricted shares by a fraction, the numerator of which is the total number of days that you were employed by Tyson between the Grant Date and your Termination of Employment and the denominator of which is the total number of days in the three-year vesting period. |
3.4. | Change in Control. Following a Change in Control
that occurs before the Award becomes vested, you will become fully vested in the Award upon the occurrence of either of the following events, provided such event occurs no later than twenty-four (24) months following the Change in Control (to the extent the Award has not otherwise become fully vested prior to such event): (i) you experience a Termination of Employment by Tyson without Cause or (ii) you resign from your employment on account of Good Reason. |
4. | Delivery of Shares. To the extent the Award becomes vested and earned, it will be settled by the delivery to you of shares no longer subject to forfeiture restrictions as soon as administratively practicable following the Vesting Date or Vesting Event, as applicable,
set forth in Section 3 as follows. |
4.1. | Prior to a Change in Control. If the Award is settled prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock. |
4.2 | On and After a Change in Control. If Tyson Foods, Inc. is the surviving entity, the Award will be settled in shares of Tyson Class A common stock. If the Award is settled on or after a Change in Control and Tyson Foods, Inc. is not the surviving entity, the Award will be settled either
(i) in the number and class of shares of capital stock of the successor entity into which each outstanding share of Tyson Class A common stock has been converted pursuant to such Change in Control, unless the Committee determines in its sole discretion to settle the Award in cash; or (ii) if shareholders of Tyson Foods, Inc. receive consideration other than in shares of capital stock of the successor entity, such other consideration received by shareholders of Tyson Foods, Inc. or in cash, as the Committee may determine in its sole discretion. |
5. | Withholding Taxes. By executing this Award Agreement and accepting the Award, you acknowledge and agree that you are responsible for all applicable income and other taxes, as well
as any social insurance contributions and other deductions or withholdings required by applicable law, 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 or administratively feasible under the terms of the Plan, but not to exceed the maximum tax due for the applicable income you receive from the Award, consistent with the laws of the applicable federal, state or local taxing authority. |
6. | Clawback.
Notwithstanding any other provision of this Award Agreement to the contrary, by executing this Award Agreement and accepting the Award, you agree and consent to the application and enforcement of any clawback policy that may be implemented by Tyson (whether in existence as of the Grant Date or later adopted, and as such policy may be amended from time to time) that may apply to you, any shares issued pursuant to this Award and/or any amount received with respect to any sale of any such shares, and you expressly agree that Tyson may take such actions as are necessary to effectuate the enforcement of such policy without your further consent or action. To the extent that the terms of this Award and any such policy conflict, then the terms of such policy shall prevail. |
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 a 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 provision 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 or inconsistency between the terms of this Award Agreement and the terms applicable to stock incentive awards set forth in any employment agreement, offer letter, or other agreement or arrangement that you have entered into with Tyson and/or its affiliates, the former will always control. 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 4. 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 an 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 of any type 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. | Reduction
to Maximize After-Tax Benefits. Notwithstanding anything contained in this Award Agreement to the contrary, if the total payments to be paid to you under this Award, along with any other payments to you by Tyson, would result in you being subject to the excise tax imposed by Section 4999 of the Code (commonly referred to as the “Golden Parachute Tax”), Tyson shall reduce the aggregate payments to the largest amount which can be paid to you without triggering the excise tax, but only if and to the extent that such reduction would result in you retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax |
16. | 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. |
17. | 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. |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 11/19/21 | ||||
| Filed on: | 2/7/19 | 4, 4/A, 8-K | ||
| For Period end: | 12/29/18 | |||
| 11/19/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/13/23 Tyson Foods, Inc. 10-K 9/30/23 119:19M 11/14/22 Tyson Foods, Inc. 10-K 10/01/22 118:20M 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 |