{"id":38700,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-tyson-foods-inc-and-michael-t-hudson.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-tyson-foods-inc-and-michael-t-hudson","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-tyson-foods-inc-and-michael-t-hudson.html","title":{"rendered":"Consulting Agreement &#8211; Tyson Foods Inc. and Michael T. Hudson"},"content":{"rendered":"<pre>                              CONSULTING AGREEMENT\n                              --------------------\n\n           CONSULTING AGREEMENT, made as of September 4, 1997 ('Agreement'), by\nand between Tyson Foods, Inc., a Delaware corporation ('Parent'), and Michael T.\nHudson ('Consultant').\n\n\n                                  WITNESSETH:\n                                  ---------- \n\n           WHEREAS, Parent is engaged in the business of producing, marketing\nand distributing a variety of food products (the Business');\n\n           WHEREAS, Consultant has acquired extensive knowledge of and\nexperience in the Business as conducted by Parent;\n\n           WHEREAS, Parent desires to obtain the benefit of Consultant's\nknowledge and experience by retaining  Consultant, and Consultant desires to\naccept such position, for the term and upon the other conditions hereinafter set\nforth;\n\n           WHEREAS, concurrently herewith, Parent, HFI Acquisition Sub Inc., a\nDelaware corporation and a wholly owned subsidiary of Parent (the 'Purchaser'),\nand Hudson Foods, Inc., a Delaware corporation (the 'Company'), are entering\ninto an Agreement and Plan of Merger dated as of the date hereof (the 'Merger\nAgreement'), pursuant to which, among other things, the Company is merging with\nand into the Purchaser; and\n\n           WHEREAS, Consultant will cease to be a director and officer of the\nCompany and all of its subsidiaries, effective as of the Effective Time of the\nMerger (as such terms are defined in the Merger Agreement).\n\n           NOW, THEREFORE, in consideration of the mutual promises and\nagreements contained herein, the adequacy and sufficiency of which are hereby\nacknowledged, Parent and Consultant hereby agree as follows:\n\n \n1.   Consulting Services.  During the Term (as defined below), Consultant shall\n     -------------------\nmake himself available to perform consulting services with respect to the\nbusinesses conducted by Parent and its subsidiaries. Such consulting services\nshall be related to such matters as the Chief Executive Officer of Parent may\ndesignate from time to time, including consulting services to Parent's Board of\nDirectors with respect to the businesses conducted by Parent and its\nsubsidiaries. Consultant shall accommodate reasonable requests for Consultant's\nconsulting services, and shall devote reasonable time and his reasonable best\nefforts, skill and attention to the performance of such consulting services,\nincluding travel reasonably required in the performance of such consulting\nservices.\n \n          2.  Term.  The term of Consultant's engagement under this Agreement\n              ----                                                           \nshall commence at the Effective Time of the Merger and, unless earlier\nterminated pursuant to Section 7, shall continue in effect for a period of ten\nyears thereafter (such period, as may be earlier terminated, the 'Term').\nThere shall be no extension of this Agreement other than by written instrument\nduly executed and delivered by both parties hereto.\n\n          3.  Compensation.  During the Term, Parent shall pay Consultant\n              ------------                                               \n$350,000 per annum, payable in equal monthly installments (subject to proration\nfor any partial month) on the last day of each month during the Term to an\naccount designated in writing by Consultant.\n\n          4.  Expenses.  Parent shall reimburse Consultant for reasonable and\n              --------                                                       \nnecessary business expenses of Consultant for travel, meals and similar items\nincurred in connection with the performance of Consultant's duties hereunder,\nand which are consistent with such guidelines as the Board of Directors of\nParent may from time to time establish.  All payments for reimbursement of such\nexpenses shall be made to Consultant only upon the presentation to Parent of\nappropriate vouchers or receipts.\n\n          5.  Additional Benefits.  In addition to the compensation set forth\n              -------------------                                             \nin Section 3 hereof, Parent shall provide Consultant with the following\nadditional benefits:\n\n              (a)  continuation of benefits payable pursuant to and in\naccordance with the Company's Salary Continuation Plan in effect on the date\nhereof, provided, \n\n                                       2\n\n \nhowever, that notwithstanding anything to the contrary contained in such Salary\nContinuation Plan, Consultant acknowledges and agrees that he shall not be\nentitled to receive payments under such plan for an extended period as a result\nof the Merger;\n\n              (b)  continuation of the split-dollar life insurance policy\nprovided by the Company prior to the date hereof under the terms and conditions\nat least as favorable to Consultant as those in effect as of the date hereof;\nand\n\n              (c)  continued medical insurance benefits during the Term\ncomparable to those provided by the Company prior to the date hereof.\n\n          6.  Confidentiality, Non-Competition.\n              -------------------------------- \n\n              (a)  Consultant acknowledges that:  (i) the Business is intensely\ncompetitive and that Consultant's engagement by Parent will require that\nConsultant have access to and knowledge of confidential information of Parent;\n(ii) the direct and indirect disclosure of any such confidential information to\nexisting or potential competitors of Parent would place Parent at a competitive\ndisadvantage and would do damage, monetary or otherwise, to Parent's business;\nand (iii) the engaging by Consultant in any of the activities prohibited by this\nSection 6 may constitute improper appropriation and\/or use of such information\nand trade secrets.  Consultant expressly acknowledges the trade secret status of\nthe confidential information and that the confidential information constitutes\na protectable business interest of Parent.\n\n              (b)  For purposes of this Section 6, Parent shall be construed to\ninclude Parent and its  subsidiaries and affiliates engaged in the Business.\n\n              (c)  During the Term of this Agreement and at all times after the\ntermination of Consultant's engagement upon expiration of the Term or\notherwise, Consultant shall not, directly or indirectly, whether individually,\nas a director, stockholder, owner, partner, employee, principal or agent of any\nbusiness, or in any other capacity, make known, disclose, furnish, make\navailable or utilize any of the confidential information, other than in the\nproper performance of the duties contemplated herein, or as required by a court\nof competent jurisdiction or \n\n                                       3\n\n \nother administrative or legislative body; provided that, prior to disclosing any\n                                          -------- ----\nof the confidential information to a court or other administrative or\nlegislative body, Consultant shall promptly notify Parent so that Parent may\nseek a protective order or other appropriate remedy. Consultant agrees to return\nall confidential information, including all photocopies, extracts and summaries\nthereof, and any such information stored electronically on tapes, computer disks\nor in any other manner to Parent at any time upon request by Parent and upon the\ntermination of his engagement for any reason.\n\n              (d)  During the Term, Consultant shall not engage in Competition\n(as defined below) with Parent. For purposes of this Agreement, 'Competition' by\nConsultant shall mean Consultant's engaging in, or otherwise directly or\nindirectly being employed by or acting as a consultant or lender to, or being a\ndirector, officer, employee, principal, licensor, trustee, broker, agent,\nstockholder, member, owner, joint venturer or partner of, or permitting his name\nto be used in connection with the activities of any other business or\norganization which competes, directly or indirectly, with the business of Parent\nas the same shall be constituted at any time during or following his engagement;\nprovided that, it shall not be a violation of this Section 6(d) for Consultant\n-------- ----\nto (i) become the registered or beneficial owner of up to five percent (5%) of\nany class of the capital stock of a competing corporation registered under the\nSecurities Exchange Act of 1934, as amended, provided that Consultant does not\nactively participate in the business of such corporation until such time as this\ncovenant expires,(ii) engage in any business which, at the commencement of such\nengagement, Parent was not engaged in Competition with or Consultant was not\naware that Parent was in Competition with, or (iii) own and operate the grower\nfarms owned on the date hereof by Consultant.\n\n              (e)  Without limiting the generality of the foregoing, during the\nTerm, Consultant agrees that he will not, directly or indirectly, for his\nbenefit or for the benefit of any other person, firm or entity, do any of the\nfollowing:\n\n                   (i)  solicit from any customer doing business with Parent,\n     business of the same or of a similar nature to the Business with such\n     customer;\n\n                                       4\n\n \n                   (ii)  solicit the employment or services of, or hire, any\n     person who at the time is employed by or was a consultant to Parent; or\n\n                   (iii) otherwise interfere with the Business or accounts of\n     Parent including the making of any statements or comments of a defamatory\n     or disparaging nature to third parties regarding Parent or its officers,\n     directors, personnel or products.\n\n              (f)  Consultant acknowledges that this Agreement is being entered\ninto in connection with the consummation of the transactions contemplated by the\nMerger Agreement, that the services to be rendered by him to Parent are of a\nspecial and unique character, which gives this Agreement a peculiar value to\nParent, the loss of which may not be reasonably or adequately compensated for by\ndamages in an action at law, and that a material breach or threatened breach by\nhim of any of the provisions contained in this Section 6 will cause Parent\nirreparable injury. Consultant therefore agrees that Parent shall be entitled,\nin addition to any other right or remedy, to a temporary, preliminary and\npermanent injunction, without the necessity of proving the inadequacy of\nmonetary damages or the posting of any bond or security, enjoining or\nrestraining Consultant from any such violation or threatened violations.\n\n              (g)  Consultant further acknowledges and agrees that due to the\nuniqueness of his services and confidential nature of the information he will\npossess, the covenants set forth herein are reasonable and necessary for the\nprotection of the business and goodwill of Parent; and it is the intent of the\nparties hereto that if in the opinion of any court of competent jurisdiction any\nprovision set forth in this Section 6 is not reasonable in any respect, such\ncourt shall have the right, power and authority to modify any and all such\nprovisions as to such court shall appear not unreasonable and to enforce the\nremainder of this Section 6 as so modified.\n\n                                       5\n\n \n          7.  Termination.\n              ----------- \n\n              (a)  Notwithstanding any provision of this Agreement to the\ncontrary, the engagement of Consultant hereunder after the Closing shall\nterminate on the first to occur of the following dates (each of which, to the\nextent applicable, the 'Date of Termination'):\n\n                   (i)   the date that Parent and Consultant mutually agree to\n     such termination;\n\n                   (ii)  the date of Consultant's death or adjudicated\n     incompetency;\n\n                   (iii) the date on which Parent shall give Consultant notice\n     of termination on account of Disability (as defined below);\n\n                   (iv)  the date on which Parent shall give Consultant notice\n     of termination for Cause;\n\n                   (v)   the date on which Parent shall give Consultant notice\n     of termination without Cause; or\n\n                   (vi)  the expiration of the Term.\n\n              (b)  Upon termination of Consultant's engagement after the\nClosing, Consultant shall be entitled to the following:\n\n                   (i)   upon termination pursuant to clause (a)(i), (iv) or\n     (vi) above, Consultant or Consultant's heirs, as the case may be, shall be\n     entitled to receive any (A) unpaid consulting fees and expenses to the Date\n     of Termination and (B) all benefits payable pursuant to Section 5(a) and\n     (b) hereof when they shall become due and payable.\n\n                   (ii)  upon termination pursuant to clause (a)(ii), (iii) or\n     (v) above, Consultant shall be entitled to receive (A) any unpaid\n     consulting fees and expenses to the Date of Termination, (B) all consulting\n     fees payable pursuant to Section 3 hereof when they shall become payable\n     hereunder and (C) all benefits payable pursuant to Section 5 hereof when\n     they shall become payable hereunder.\n\n                                       6\n\n \n              (c)  For purposes of this Agreement, 'Disability' shall mean an\nillness, injury or other incapacitating condition as a result of which\nConsultant is unable to perform the services required to be performed under this\nAgreement for (i) ninety (90) consecutive days during the Term, or (ii) a period\nor periods aggregating more than ninety (90) days in any twelve (12) consecutive\nmonths. In any such event, Parent, in its sole discretion, may terminate this\nAgreement by giving notice to Consultant of termination for Disability.\nConsultant agrees to submit to such medical examinations as may be necessary to\ndetermine whether a Disability exists, pursuant to such reasonable requests\nmade by Parent from time to time.\n\n              (d)  For purposes of this Agreement, 'Cause' shall mean the\noccurrence of any of the following, as reasonably determined by Parent:\n\n                   (i)   the willful and continued failure, neglect or refusal\n     by Consultant to perform his duties hereunder (including, without\n     limitation, Consultant's inability to perform such duties as a result of\n     alcohol or drug abuse, chronic alcoholism or drug addiction) after\n     receiving written notice from Parent specifying in reasonable detail such\n     failure, neglect or refusal and after being given a reasonable time and\n     opportunity to remedy such alleged failure, neglect or refusal;\n\n                   (ii)  any willful, intentional or grossly negligent act by\n     Consultant having the effect of materially and demonstrably injuring the\n     interest, business or reputation of Parent, any of its parents,\n     subsidiaries or affiliates;\n\n                   (iii) Consultant's conviction of any felony or a misdemeanor\n     involving moral turpitude (including entry of a nolo contendere plea);\n                                                     ---------------       \n\n                   (iv)  any misappropriation or embezzlement of the property\n     of Parent or its affiliates and subsidiaries (whether or not a misdemeanor\n     or felony); and\n\n                   (v)   a breach of any one or more of the covenants of this\n     Agreement by Consultant after receiving written notice from Parent\n     specifying in\n\n                                       7\n\n \n     reasonable detail such breach and after being given a reasonable time and\n     opportunity to remedy such breach.\n\n          8.  Return of Company Property.  Consultant agrees that following the\n              --------------------------                                       \ntermination of his engagement for any reason, he shall return all property of\nParent, its subsidiaries, affiliates and any divisions thereof which is then in\nor thereafter comes into his possession, including, but not limited to,\ndocuments, contracts, agreements, plans, photographs, books, notes,\nelectronically stored data and all copies of the foregoing as well as any\nautomobile or other materials or equipment supplied by Parent to Consultant.\n\n          9.  Effectiveness; Termination; Survival.\n              ------------------------------------ \n\n              (a)  Notwithstanding any provision hereof to the contrary, it is\nthe intention of the parties hereto that: (i) this Agreement shall become\neffective at the Effective Time of Merger; and (ii) from and after the\ntermination of the Merger Agreement in accordance with its terms at any time\nprior to the Effective Time of Merger, the engagement contemplated hereby shall\nbe deemed abandoned and this Agreement shall forthwith become void.\n\n              (b)  Upon termination of Consultant's engagement for any reason\nafter the Effective Time of Merger, this Agreement shall terminate and Parent\nshall have no further obligation to Consultant; provided that the provisions set\n                                                -------- ----\nforth in Sections 6, 7(b), 8 and 10 through 17 hereof shall remain in full force\nand effect after the termination of Consultant's engagement, notwithstanding the\nexpiration or termination of this Agreement.\n\n          10. Consultant's Independence and Discretion.\n              ----------------------------------------\n\n              (a)  Nothing herein contained shall be construed to constitute\nthe parties hereto as partners or as joint venturers, or either as agent of the\nother, or as employer and employee. By virtue of the relationship described\nherein Consultant's relationship to Parent during the term of this Agreement\nshall only be that of an independent contractor and Consultant shall perform all\nservices pursuant to this Agreement as an independent contractor. Consultant\nshall not provide any services under Parent's business name and shall not\npresent himself as an employee of Parent.\n\n                                       8\n\n \n              (b)  Subject only to such specific limitations as are contained\nin this Agreement, the manner, means, details or methods by which Consultant\nperforms his obligations under this Agreement shall be solely within the\ndiscretion of Consultant. Parent shall not have the authority to, nor shall it,\nsupervise, direct or control the manner, means, details or methods utilized by\nConsultant to perform his obligations under this Agreement and nothing in this\nAgreement shall be construed to grant Parent any such authority.\n\n          11. Fees and Expenses.  Parent shall pay all legal fees and related\n              -----------------                                              \nexpenses (including the costs of experts, evidence and counsel) incurred by\nConsultant as a result of (i) Parent's wrongful termination of Consultant's\nengagement hereunder as finally determined by a court of competent jurisdiction\n(including all such fees and expenses, if any, incurred in contesting or\ndisputing any such termination), and (ii) any action by Consultant to enforce\nConsultant's rights or benefits hereunder before a court of competent\njurisdiction in which Consultant shall obtain a final non-appealable judgment.\n\n          12. Arbitration.  Any dispute or controversy arising under or in\n              -----------                                                 \nconnection with this Agreement shall be settled by arbitration, conducted before\na panel of three arbitrators sitting in a location approved by Consultant and\nParent within fifty (50) miles from Little Rock, Arkansas in accordance with the\ncommercial rules of the American Arbitration Association then in effect.\nJudgment may be entered on the award of the arbitrators in any court having\njurisdiction.  Each party shall bear its own fees and expenses (including all\nlegal fees and related expenses) associated with such arbitration.  In the\nevent an arbitration proceeding is commenced hereunder by Parent or the\nConsultant, Parent shall continue to pay to Consultant the compensation and\nexpenses provided under Section 3 and 5 until a full and final decision\nproviding otherwise is resolved by the arbitrator with respect to all matters in\ndispute.  Any determination by such panel of arbitrators shall be consistent\nwith the provisions of this Agreement as set forth herein.\n\n          13. Entire Agreement.  This Agreement sets forth the entire agreement\n              ----------------                                                 \nbetween the parties with respect to its subject matter and merges and supersedes\nall prior discussions, agreements and understandings of every kind and\n\n                                       9\n\n \nnature between any of them, and neither party shall be bound by any term or\ncondition other than as expressly set forth or provided for in this Agreement.\nThis Agreement may not be changed or modified except by an agreement in writing,\nsigned by the parties hereto.\n\n          14. Waiver.  The failure of any party to this Agreement to enforce\n              ------                                                        \nany of its terms, provisions or covenants shall not be construed as a waiver of\nthe same or of the right of such party to enforce the same.  Waiver by any party\nhereto of any breach or default by any other party of any term or provision of\nthis Agreement shall not operate as a waiver of any other breach or default.\n\n          15. Severability.  In the event that any one or more of the\n              ------------                                           \nprovisions of this Agreement shall be held to be invalid, illegal or\nunenforceable, the validity, legality and enforceability of the remainder of the\nAgreement shall not in any way be affected or impaired thereby.  Moreover, if\nany one or more of the provisions contained in this Agreement shall be held to\nbe excessively broad as to duration, activity or subject, such provisions shall\nbe construed by limiting and reducing them so as to be enforceable to the\nmaximum extent allowed by applicable law.\n\n          16. Notices.  Any notice given hereunder shall be in writing and\n              -------                                                     \nshall be deemed to have been given when delivered by messenger or courier\nservice (against appropriate receipt), or mailed by registered or certified\nmail (return receipt requested), addressed as follows:\n\n     If to Parent:       Tyson Foods, Inc.\n                         2210 Oaklawn Drive\n                         Springdale, Arkansas 72764\n                         Attn: Executive Vice President \n                         and Chief Financial Officer\n\n \n     If to Consultant:   Michael T. Hudson\n                         #2 Clubhouse Drive\n                         Rogers, Arkansas 72758\n\n \n\n                                       10\n\n \nor at such other address as shall be indicated to either party in writing.\nNotice of change of address shall be effective only upon receipt.\n\n          17. Governing Law.  This Agreement shall be governed by and construed\n              -------------                                                    \nin accordance with the laws of the State of Arkansas without regard to conflicts\nof law principles.\n\n          18. Descriptive Headings.  The section headings contained herein are\n              --------------------                                            \nfor reference purposes only and shall not in any way affect the meaning or\ninterpretation of this Agreement.\n\n          19. Counterparts.  This Agreement may be executed in counterparts,\n              ------------                                                   \neach of which shall be deemed an original for all purposes but which, together,\nshall constitute one and the same instrument.\n\n                           [SIGNATURE PAGE FOLLOWS]\n\n                                       11\n\n \n          IN WITNESS WHEREOF, the parties hereto have executed this Consulting\nAgreement as of the date first written above.\n\n\n                                       TYSON FOODS, INC.\n\n\n                                       By:   \/s\/ Leland E. Tollett\n                                          -----------------------------------\n                                          Name:  Leland E. Tollett\n                                          Title: Chairman and CEO\n\n\n\n                                       CONSULTANT\n\n\n                                             \/s\/ Michael T. Hudson\n                                       --------------------------------------\n                                       Michael T. Hudson\n\n                                       12\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9134],"corporate_contracts_industries":[9426],"corporate_contracts_types":[9539,9541],"class_list":["post-38700","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tyson-foods-inc","corporate_contracts_industries-food__meat","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38700","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38700"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38700"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38700"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38700"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}