Tyson Foods 2014 Annual Report Download - page 166

(f) Jurisdiction and Venue of Disputes
. The courts of Washington County, Arkansas shall have
exclusive jurisdiction and be the venue of all disputes between Tyson and you, whether such disputes arise from this
Agreement or otherwise. In addition, you expressly waive any right that you may have to sue or be sued in the county
of your residence and consent to venue in Washington County, Arkansas.
(g)
Funding
. All payments provided under this Agreement, other than payments made pursuant to a
plan which provides otherwise, shall be paid from the general funds of Tyson, and no special or separate fund shall be
established, and no other segregation of assets made, to assure payment. You shall have no right, title or interest
whatever in or to any investments which Tyson may make to aid Tyson in meeting its obligations hereunder. To the
extent that any person acquires a right to receive payments from Tyson hereunder, such right shall be no greater than
the right of an unsecured creditor of Tyson.
8.
Special Tax Considerations .
(a)
Tax Withholding
. Tyson shall provide for the withholding of any taxes required to be withheld by
federal, state and local law with respect to any payments in cash and/or other property made by or on behalf of Tyson
to or for your benefit under this Agreement or otherwise.
(b)
Excise Tax
. Notwithstanding the foregoing, if the total payments to be paid to you under this
Agreement, 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 payments to be received by you will be made by Tyson. If payments are to be
reduced, the payments made latest in time will be reduced first and if payments are to be made at the same time, non-
cash payments will be reduced before cash payments.
(c) Separation from Service
. In the event that the termination of your employment does not constitute
a “separation from service”
as defined in Code Section 409A, including all regulations and other guidance issued
pursuant thereto, your rights to the payments and benefits described in Section 4 will vest upon the Termination Date,
but no payment to you that is subject to
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