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Tyson Foods, Inc. – ‘10-Q’ for 12/29/18 – ‘EX-10.19’

On:  Thursday, 2/7/19, at 8:21am ET   ·   For:  12/29/18   ·   Accession #:  100493-19-16   ·   File #:  1-14704

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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

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   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 
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81: R54         Other Income And Charges (Details)                  HTML     43K 
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                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)                            
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                (Details)                                                        
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                (Narrative) (Details)                                            
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                Other Comprehensive Income (Loss)) (Details)                     
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                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 
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‘EX-10.19’   —   Material Contract


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



 <!   C:   C: 
  Exhibit  
Exhibit 10.19

dkofferletter20190116_image1.gif
January 16, 2019

Donnie King
5203 Clear Creek Blvd
Fayetteville, AR 72704

Dear Donnie,

Congratulations! On behalf of Tyson Foods, Inc., it is our pleasure to offer you the position of Group President - International, reporting directly to Noel White, Chief Executive Officer.

This revised offer (which simply corrects your prior offer letter, which you accepted on January 10, 2019, to reflect that you are not eligible for bridging of service and addresses that difference through up to $37,550 in additional payments) is contingent upon the successful completion and, if applicable, verification of satisfactory results (each as determined by Tyson Foods) of the following on or before your start date:

-
Post-offer drug screen;
-
Provision of the documents necessary to establish your identification and work eligibility under the Immigration Control and Reform Act of 1986;
-
Non-Competition and Non-Solicitation Agreement (enclosed), as accepted and agreed to by you without any modification to its covenants and provisions; and
-
Background investigation and/or credit check, if required for your position. You will be provided with additional documentation to complete if either or both of these requirements apply to you.

The details of the offer are listed below:

Note: Your “benefits effective date” at Tyson Foods is the first day of the calendar month following completion of 59 days of continuous full-time employment.

1.
Base Salary: You will receive an annual base salary of $850,000 and you will be paid biweekly. Your job is exempt from minimum wage and overtime obligations under the Fair Labor Standards Act.

2.
Sign-on Payment: Contingent on a February 4, 2019, or earlier, start date, and as part of your acceptance of employment with Tyson Foods, you will receive a sign-on payment of

Confidential    Page 1    


Exhibit 10.19

$350,000 (less taxes and other applicable withholdings). Your sign-on payment will be distributed on the first bi-weekly payroll check you receive.

3.
Non-Bridging Payments: As we had originally represented that you would be eligible for bridging of service and this impacts your medical benefits, 401(k) match, and ESPP match eligibilities, we will provide you the following additional payments (less taxes and other applicable withholdings):
A.
$5,100, payable at the same time as your sign-on payment, as you will not be eligible for medical benefits on your first day of employment.
B.
$11,200 if you enroll in the Retirement Savings Plan with at least a 5% deferral rate effective with your benefits effective date. This payment will be made as soon as administratively possible after your benefits effective date.
C.
$21,250 if you enroll in the Stock Purchase Plan with at 10% of your salary effective with your benefits effective date. This payment will be made as soon as administratively possible after your benefits effective date.

4.
Annual Cash Incentive: You will be eligible to participate in Tyson Foods, Inc. Annual Incentive Plan. The current target annual incentive for your role is 110% of your base salary. Annual incentive payments are made under the plan then in effect, and subject to the discretion of senior management along with an assessment of company, business unit/function, and individual performance. You will be eligible for prorated participation for fiscal year 2019 if you begin your employment with Tyson Foods by June 30, 2019. You must be an active Tyson Foods employee on the payment date to receive any payout.

5.
Long Term Stock Incentive: You are eligible to participate in the Tyson Foods long-term incentive (LTI) program. The current LTI target award for your level is $2,100,000, currently in a mix of non-qualified stock options, restricted stock and performance shares. All award grants will follow the normal program guidelines and mix aligned with your level in the organization at the time of the grant and are made at the discretion of the company.

6.
Sign-On Restricted Stock Award: Contingent on a February 4, 2019, or earlier, start date, and as you will not be eligible for a Long Term Stock Incentive Award, until the grant for FY2020, expected to be granted in November 2019, you are eligible to receive a sign-on Restricted Stock award in the amount of $1,400,000. This award will be granted on the next quarterly off-cycle grant date following your start date, in accordance with the off-cycle stock grant provisions at Tyson Foods, and will vest 100% on the three (3) year anniversary of the grant date pursuant to the terms of the award agreement.

7.
Special Restricted Stock Award: As part of your acceptance of employment with Tyson Foods, you will receive a receive a one-time Special Restricted Stock award in the amount of $2,000,000. This award will be granted on the next quarterly off-cycle grant date following your start date, in accordance with the off-cycle stock grant provisions at Tyson Foods, and will vest 100% on the three (3) year anniversary of the grant date pursuant to the terms of the award agreement. However, contrary to other off-cycle stock

Confidential    Page 2    


Exhibit 10.19

grant provisions at Tyson Foods, this grant will only vest if you are actively employed on the vesting date.

8.
Stock Purchase Plan: Upon reaching your benefits effective date, you will be eligible to participate in the Tyson Foods, Inc. Employee Stock Purchase Plan. You may contribute (on an after-tax basis) up to 20% of your base salary to this plan.  After one year of service, Tyson Foods will match 25% of the first 10% of base salary you contribute.  This plan provides for 100% immediate vesting of both your contributions and the company match.

9.
Retirement Savings Plan – 401(k): Upon reaching your benefits effective date, you will be eligible to participate in the Retirement Savings Plan of Tyson Foods, Inc., which includes a 401(k) feature. After one year of service, Tyson Foods will match 100% of the first 3% you contribute and 50% of the next 2% you contribute. You may contribute up to 60% of your eligible compensation to this plan until your contributions for the year reach the IRS maximum contribution or maximum compensation limits. This plan provides for 100% immediate vesting of both your contributions and the company match.

10.
Executive Savings Plan: If you are projected to reach the maximum IRS contribution limits in the Retirement Savings Plan (based on your contribution election to that plan) you can then begin deferring up to 60% of base pay into the Executive Savings Plan of Tyson Foods, a non-qualified deferred compensation plan. This plan is available to highly compensated employees, as defined by IRS regulations, and is available to those who wish to defer additional dollars over and above the IRS limits for qualified plans. You may also defer up to 100% of your annual cash incentive to the plan. All deferrals and payout elections must be elected during the annual election period each December prior to the deferral year. This plan provides company matching contributions in the same manner as the RSP. Additionally, as a member of the ELT, the Executive Savings Plan provides a 4% of your salary and AIP, as they are paid, contribution to your account.

11.
Employee Health, Life and LTD Benefits: Upon reaching your benefits effective date, you and your eligible family members will be eligible to participate in the Tyson Foods, Inc. Group Health Plan, including medical, dental, vision, and prescription drug coverage. Your premium amount will be deducted from your payroll check on a pre-tax basis.  At the time you enroll in the plan, you will also be enrolled in company-paid life insurance and the accidental death and dismemberment plans, each in the amount of one (1) times your annual salary. You will also participate in the company-paid Executive long-term disability insurance program which provides a tax-free benefit of 60% of the sum of the following: base pay, annual cash incentive, and a portion of restricted stock and stock option value.

12.
Executive Rewards Allowance: Upon hire you will be eligible for the Executive Rewards Allowance, which will provide you with an annual cash allowance of $12,000 (paid $461.54 each pay period), prorated based on your start date.  The allowance is an additional fringe benefit provided in recognition of the unique needs of an executive level team member

Confidential    Page 3    


Exhibit 10.19

beyond the core benefits package.  The allowance is taxable income and can be used at your discretion to fund an array of items based upon the needs of you and your family (for example, financial and estate planning, executive physical, cell phone, etc.). There are no claims forms to remit or file.  We are pleased to include the allowance as part of a valued, flexible and comprehensive rewards package.

13.
Officer Life Benefits: Upon reaching your benefits effective date, you will be eligible for additional company-paid life insurance in the amount of two (2) times your annual base salary (subject to limitations in accordance with the plan). This is in addition to the one (1) times annual salary life under the Group Life Plan.

14.
Vacation: You will receive four (4) weeks of vacation upon reaching your benefits effective date, then four (4) weeks on your annual service anniversary date thereafter.

15.
Start Date: This will be a mutually agreed upon date and time by the hiring manager and you; provided that, all contingencies and requirements described in this offer letter must be completed (as determined by Tyson Foods) before your employment may commence.

As a material term to your acceptance of this offer of employment, you represent and warrant that you are not under any pre-existing obligation inconsistent with the provisions of this offer letter, and you represent that your performance of all the terms of this offer letter will not breach any invention assignment or proprietary information agreement or non-competition or non-solicitation agreement with any former employer or other party.

We look forward to welcoming you back to the team! If you have any questions regarding this offer or need additional information, please do not hesitate to contact me at 479-290-5114. We look forward to hearing from you within the time frame we discussed.

Sincerely,



Mary Oleksiuk
Chief Human Resources Officer
Tyson Foods, Inc.

This letter is not intended nor should it be considered a contract of employment for a definite or indefinite period. If employed, you will be considered an employee at will. Employment is dependent on the completion of the entire employment process, to include fulfillment of all contingencies listed in this letter.


Confidential    Page 4    


Exhibit 10.19

The terms of this offer letter supersede all other promises or offers previously made. This document is a formal offer of employment and includes a summary only of the relevant benefits you may be eligible to receive to the extent the coverages remain available by law.

This letter only provides general information about the benefit plans, compensation programs and other human resource policies at Tyson Foods. The official plan document or human resource policy, as applicable, contains all terms and conditions, and will govern any inconsistencies between this letter and such plan or policy. Tyson Foods also reserves the right to amend or terminate any of its plans or policies (including salaries, annual cash incentives, and long-term stock incentives) at any time and for any reason to the fullest extent permitted by law.
   
   

Accepted and agreed to by:


/s/ Donnie King                    
Donnie King

Date:     1/17/2019                    


Confidential    Page 5    


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
6/30/19
Filed on:2/7/194,  4/A,  8-K
2/4/19
1/16/19
1/10/19
For Period end:12/29/18
 List all Filings 


5 Subsequent Filings that Reference this Filing

  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
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