Tyson Foods 2014 Annual Report Download - page 210

Confidentiality
. By accepting the terms of this letter agreement, you agree to keep the terms confidential, and
agree not to disclose the terms and conditions to third parties (except your immediate family and legal or financial
advisors). Any breach of confidentiality will be considered cause for termination and result in the loss of your rights
under this letter agreement with respect to any unpaid amounts.
Settlement and Section 409A
. The parties acknowledge that they disagree on whether Severance Pay would be
due under the Plan following the closing date and, therefore, are entering into this letter agreement to settle this bona
fide dispute, as well as to induce continued employment with Tyson. The parties intend this letter agreement and the
payments hereunder to be the settlement of a bona fide dispute under Section 409A of the Internal Revenue Code of
1986, as amended (“Section 409A”),
and to be exempt from Section 409A pursuant to the short term deferral exception
under Treas. Reg. Section 1.409A-
1(b)(4). However, if any amount paid under the letter agreement is determined to be
“deferred compensation”
within the meaning of Section 409A and compliance with one or more of the provisions of
this letter agreement causes or results in a violation of Section 409A, then such provision will be interpreted or
reformed in the manner necessary to achieve compliance with Section 409A. If such provision cannot be interpreted or
reformed in a compliant manner, Tyson agrees to gross you up for the Section 409A penalty taxes that apply to you as a
result.
Amendment
. This letter agreement may be amended only by a written instrument which is executed by both
parties.
Acknowledgement and Waiver .
You understand that this letter agreement, together with the Employment Agreement, sets forth all of the
agreements and understandings between Tyson and you with respect to the subject matter herewith and they supersede
and terminate all prior agreements and understandings between the Company and you with respect to the subject matter
of this letter agreement, including but not limited to the Plan. By your execution below, you hereby affirm and
acknowledge that you voluntarily have chosen to accept the offer of the Retention Award contained in this offer letter,
and waive, and agree not to assert, any claim that the offer of an Employment Agreement and the offer of the Retention
Award contained herein would qualify you for any rights or eligibility for Severance Pay.
Please indicate your agreement to the foregoing by executing this letter agreement where indicated below.
By: _____________________________
Name:
Title:
AGREED TO AND ACKNOWLEDGED ON
THIS ___ DAY OF _________, 2014.
_________________________
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