Tyson Foods 2014 Annual Report Download - page 173

when compensation of other officers and managers of Tyson are reviewed for consideration of adjustments thereof.
3.
Termination
. Upon any termination of your employment for any reason, you shall immediately resign
from all boards, offices and other positions with Tyson or from any board or committee of an association or industry
group where you represent Tyson. The date upon which your employment terminates and the Period of Employment
ends will be your “Termination Date”
for all purposes of this Agreement. Your employment may be terminated under
this Agreement in the following events:
(a)
Death . Your employment hereunder will terminate upon your death.
(b)
Disability . Your employment hereunder will terminate upon your “Disability”.
For purposes of
this Agreement, Disability has the same meaning as provided in the long-
term disability plan or policy maintained or, if
applicable, most recently maintained, by Tyson. If no long-
term disability plan or policy was ever maintained on behalf
of you or, if the determination of Disability relates to an incentive stock option, Disability means that condition
described in Section 22(e)(3) of the Internal Revenue Code (the “Code”),
as amended from time to time. In the event of
a dispute, the determination of Disability will be made by the Committee (as defined in Tyson’
s equity incentive plan)
and will be supported by advice of a physician competent in the area to which such Disability relates.
(c)
Termination by You for Good Reason . Upon the occurrence of a “Good Reason”
event, you may
terminate your employment pursuant to this Agreement by providing a notice of termination for Good Reason to Tyson
within no more than seven (7) days of the Good Reason event and providing Tyson thirty (30) days following receipt of
such notice to cure the Good Reason event. If Tyson cures the Good Reason event within such 30 day period, you may
not terminate your employment for Good Reason, but may voluntarily resign pursuant to Section 3(d) below. If Tyson
fails to cure the Good Reason event within such 30 day period, your termination of employment will be effective under
this Section 3(c). For purposes of the Agreement, you will be treated as having terminated for “Good Reason”
if you
terminate employment after having been demoted to a less senior Band than that in which you were employed when
executing this Agreement or to a position not covered by a Band, which Tyson does not cure by restoring you to your
former Band.
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