Tyson Foods 2014 Annual Report Download - page 209

Payment of the Retention Award
One-third of the Retention Award will be payable as of the date you accept this letter agreement (“Effective
Date”). Another third will be on the payroll date coinciding with or next following the one-year anniversary of the
Effective Date, and the final third will be payable on the payroll date coinciding with or next following the two-year
anniversary of the Effective Date; provided that on any such payment date you have been in continuous employment
with Tyson or an affiliate of Tyson and are an employee in good standing on that payment date. Notwithstanding the
foregoing, if at any date before all of the Retention Award has been paid, you voluntarily terminate your employment
with Tyson or you are involuntarily terminated by Tyson without Cause, you will remain entitled to the payment of the
remaining portions of the Retention Award at the respective payment dates set forth in the above payment schedule.
Further notwithstanding the foregoing, if at any date before all of the Retention Award has been paid, you die or
become Disabled, you or your estate will be entitled to receive the balance of the Retention Award on the first
administratively practicable payroll date following such event. If, prior to payment of all or any portion of the
Retention Award, you are involuntarily terminated for Cause, you will not be entitled to any remaining payments of the
Retention Award. This Retention Award Agreement does not interfere, alter, or modify any obligations of the parties to
the Employment Agreement.
For this purpose, “Cause” and “Disability” have the same meanings as set forth in your Employment
Agreement.
Other Terms and Conditions
Compensation for Other Benefit Plans
. While you will be eligible for the Tyson benefit programs generally
available to other executives in a similar position in accordance with the terms of those programs, you understand and
acknowledge that the Retention Award will not be considered compensation under any Company or Tyson retirement
or welfare benefit plan or program in which you participate.
Assignment or Transfer
. None of your rights, benefits, obligations or duties under this letter agreement may be
assigned or transferred to any person or entity, except by will or under the laws of descent and distribution. The
Company’
s rights and duties under this letter agreement shall be transferred to, and shall be binding on, any corporation
or other entity which succeeds to the rights and obligations of Tyson by operation of law or otherwise.
Recovery of Payments
. Tyson may require any individual to return any payments under this letter agreement,
or portion thereof, made by mistake of fact or law, and Tyson shall have all remedies available at law for the recovery
of such amounts.
Governing Law
. The rights and obligations arising under this letter agreement are governed by and interpreted,
construed and enforced in accordance with the laws of the State of Illinois without regard to its or any other
jurisdiction
’
s conflicts of laws principles. The parties submit to the jurisdiction of the state and federal courts of the
State of Illinois.
Severability
. If any provision of this letter agreement is held invalid or unenforceable, its invalidity or
unenforceability will not affect any other provision of this letter agreement and this letter agreement will be construed
and enforced as if such provision had not been included.
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