SENIOR EXECUTIVE EMPLOYMENT AGREEMENT
THIS SENIOR EXECUTIVE EMPLOYMENT AGREEMENT dated November 20, 1998 is
by and between TYSON FOODS, INC., a corporation organized under the laws of
Delaware (the 'Company'), and Donald E. Wray ('Employee').
WHEREAS, following Employee's retirement from full time employment, the
Company wishes to retain Employee's services and access to Employee's
experience and knowledge; and
WHEREAS, the Employee wishes to furnish advisory services to the
Company upon the terms, provisions and conditions herein provided;
NOW, THEREFORE, in consideration of the foregoing and of the agreements
hereinafter contained, the parties hereby agree as follows:
1. The term of this Agreement (the 'Term') shall begin on first day of the
month after the Employee retires from active employment with the
Company and end ten (10) years thereafter.
2. During the Term, Employee will, upon reasonable request, provide
advisory services to the Company as follows:
(a) Services hereunder shall be provided as an employee of the
(b) Employee may be required to devote up to twenty (20) hours per
month to the Company;
(c) Employee may perform advisory services hereunder at any location
but may be required to be at the offices of the Company upon
reasonable notice; and
(d) Employee shall not be obligated to render services under this
Agreement during any period when he is disabled due to illness or
3. Beginning on the initial date of the Term, the Company shall (i) pay
Employee each year for five (5) years the sum of $200,000 per year, and
for the next five (5) years the sum of $100,000 per year, such sums to
be payable as the parties may from time to time agree; (ii) provide
Employee and his spouse with health insurance during the Term as
generally available to Employee at the time of retirement, and (iii)
permit Employee to continue all options to purchase Company stock
existing on the date of this Agreement. In the event of the Employee's
death, the benefits described above shall continue to be paid to the
Employee's spouse for the duration of the Term. In the event of death
by both Employee and his spouse, all benefits under this Agreement
4. In the event of Employee's death the Company will, upon written notice
given within sixty (60) days of death by Employee's designated
beneficiary, if any, or otherwise by the administrator of Employee's
estate, terminate all Employee owned options to purchase Company common
stock, whether or not then currently vested, in exchange for payment
equal to the aggregate spread between the option strike price and
the market value of such stock at the close of business on the next
business day succeeding Employee's death.
5. While this Agreement is in effect and thereafter, the Employee shall
not divulge to anyone, except in the regular course of the Company's
business, any confidential or proprietary information regarding the
Company's records, plans or any other aspects of the Company's business
which it considers confidential or proprietary.
6. This Agreement shall terminate in the event Employee accepts employment
from anyone deemed by the Company to be a competitor.
7. The right of the Employee or any other beneficiary under this Agreement
to receive payments may not be assigned, pledged or encumbered, except
by will or by the laws of descent and distribution, without the
permission of the Company which it may withhold in its sole and
8. This Agreement represents the complete agreement between Company and
Employee concerning the subject matter hereof and supersedes all prior
employment or benefit agreements or understandings, written or oral.
No attempted modification or waiver of any of the provisions hereof
shall be binding on either party unless in writing and signed by both
Employee and Company.
9. It is the intention of the parties hereto that all questions with
respect to the construction and performance of this Agreement shall be
determined in accordance with the laws of the State of Arkansas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date written above.
TYSON FOODS, INC.
/s/ Donald E. Wray
Donald E. Wray