Tyson Foods 2014 Annual Report Download - page 208

Exhibit 10.23
August 29, 2014
[Addressee]
Re: Retention Award Agreement
Dear [addressee]:
As you know, Tyson Foods, Inc. (hereinafter “Tyson”) has executed a definitive agreement to purchase all of
the stock of Hillshire Brands Company (the “Company”). Tyson recognizes your contributions to the success of the
Company, and wishes to encourage you to remain employed with Tyson as the new company moves on to greater
success. To that end, I am pleased to advise you that in addition to the offer of an Employment Agreement, you have
been selected to receive a Retention Award, as described under the terms outlined below. You understand that by
accepting this offer for the Retention Award, you agree to permanently forego any severance pay and benefits that may
be available to you under either the Hillshire Brands Company Severance Plan for Corporate Officers (the “Plan”)
upon
a Qualifying Termination following a Change in Control or under the Agreement and Plan of Merger among Tyson
Foods, Inc., HMB Holdings, Inc. and The Hillshire Brands Company dated as of July 1, 2014 (the “Severance Pay”).
Amount of Retention Award.
The aggregate amount of the Retention Award is equal to $ .
Eligibility For Retention Award .
Your eligibility for the Retention Award begins upon your acceptance of both this letter agreement as well as
your Employment Agreement. This letter agreement for the Retention Award extends for two (2) years following your
acceptance (“Retention Period”).
During the Retention Period, you will continue to serve in the role described in your Employment Agreement
and receive salary and benefits commensurate with your role and at least as favorable as those currently being paid by
the Company, in accordance with the Employment Agreement.