Tyson Foods 2014 Annual Report Download - page 158

you at that time had or may have had against Tyson (excluding any claim for indemnity under this Agreement, or 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. The Release must be signed within twenty-
one (21) days of its presentation
to you (or within forty-
five (45) days if you are terminated as part of a group termination). The Release shall not
become effective until seven (7) days after it is executed. Tyson maintains a form of Release, which it may change
from time to time as it deems appropriate. The latest version of the Release shall be available for your review upon
request. Subject to the payment provisions of the Tyson Foods Severance Pay Plan for Contracted Employees and
Section 8 below, any payments subject to a Release shall commence on the first payroll period commencing on or after
the date the Release becomes effective.
5.
Acceleration of Stock Grants on Change in Control.
Upon the occurrence of a Change in Control (defined
below) the stock awards that have been granted to you pursuant to award agreements from Tyson under Section 2, or
which have otherwise been previously granted to you under an award agreement from Tyson; and which awards remain
outstanding at the time of the Change in Control, will be treated in accordance with the applicable award agreements.
For purposes of this Agreement, the term “Change in Control” shall have the same meaning as set forth in Tyson’
s
equity incentive compensation plan then in effect; provided, however, that a 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. Notwithstanding the foregoing, this Section 5 shall not affect the
time or form of payment under an applicable award agreement, and all awards shall be paid at the time, and in the form,
provided under the terms of such award agreement. The Committee (as defined in Tyson’
s equity incentive plan) shall
have the sole discretion to interpret the foregoing provisions of this paragraph.
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EA102412-9999