Tyson Foods 2013 Annual Report Download - page 82

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation was performed, under the supervision and with the participation of management, including the Chief Executive Officer
(CEO) and the Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the 1934 Act)). Based on that
evaluation, management, including the CEO and CFO, has concluded that, as of September 28, 2013, our disclosure controls and
procedures were effective.
Changes in Internal Control Over Financial Reporting
In the quarter ended September 28, 2013, there have been no changes in the Company’s internal control over financial reporting that
have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule
13a-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting was designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 28, 2013. In
making this assessment, we used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control – Integrated Framework (1992).
Based on this evaluation under the framework in Internal Control – Integrated Framework (1992) issued by COSO, Management
concluded the Company’s internal control over financial reporting was effective as of September 28, 2013.
The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, who has audited the fiscal 2013
financial statements included in this Form 10-K has also audited the Company’s internal control over financial reporting. Their report
appears in Part II, Item 8.
ITEM 9B. OTHER INFORMATION
On November 15, 2013, we entered into new employment agreements with Donnie King and Noel White pursuant to their
appointments to the positions of President of Prepared Foods, Customer and Consumer Solutions and President of Poultry,
respectively. These contracts replace the previous contracts for these officers entered into effective November 14, 2012.
Mr. King’s agreement provides for an annual base salary of $800,000. Mr. White’s agreement provides for an annual base salary of
$725,000. Both agreements provide eligibility for participation in the Company’s annual performance incentive plan and supplemental
executive retirement plan, as well as any benefit programs generally applicable to employees of the Company. In addition, Mr. King
and Mr. White are eligible to receive, on such dates specified by the Company consistent with the Company’s treatment of similarly-
situated employees, performance and stock incentive awards under the Company’s incentive plans then in effect (if any), subject to the
discretion of senior management.
Mr. King and Mr. White are also entitled to the use of certain Company-owned assets, including aircraft for up to 25 hours annually,
provided that such use does not interfere with the Company’s use of such assets and is consistent with the Company’s then existing
policies. In addition, the Company will reimburse and gross-up any and all income tax liability of Mr. King or Mr. White in
connection with the use of such Company-owned assets.
Both Mr. King and Mr. White may terminate their employment under the agreement, subject to confidentiality and non-compete
obligations contained therein, upon thirty (30) days’ prior written notice to the Company. The Company has the right to terminate the
agreement at any time upon written notice to either Mr. King or Mr. White. Any such termination without cause is subject to the
Company’s obligation to continue to pay base salary for a period of time following termination consistent with the Company’s
severance policy for similarly-situated officers and subject to provisions relating to the early vesting of stock options, restricted stock
and performance stock awards.
Upon the occurrence of a change in control (as defined in the agreement), all previously granted restricted stock, performance stock
and stock option awards will be treated in accordance with the applicable award agreement.
Copies of these agreements are filed as Exhibits 10.17 and 10.19 to this Form 10-K.