{"id":38837,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-stock-purchase-plan-tyson-foods-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-stock-purchase-plan-tyson-foods-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-stock-purchase-plan-tyson-foods-inc.html","title":{"rendered":"Employee Stock Purchase Plan &#8211; Tyson Foods Inc."},"content":{"rendered":"<pre>                            \n                             TYSON FOODS, INC.\n                       EMPLOYEE STOCK PURCHASE PLAN\n                                     \n                             TABLE OF CONTENTS\n\nPURPOSE OF THE PLAN                                            1\n\nARTICLE I Definitions                                          1\n     1.1  Affiliate                                            1\n     1.2  Base Earnings                                        1\n     1.3  Committee                                            1\n     1.4  Effective Date                                       1\n     1.5  Eligible Employee                                    1\n     1.6  Employer                                             1\n     1.7  Leave of Absence                                     1\n     1.8  Pay Period, Payday                                   2\n     1.9  Participant                                          2\n     1.10 Participating Affiliate                              2\n     1.11 Payroll Deduction Authorization                      2\n     1.12 Plan Administrator                                   2\n     1.13 Prevailing Market Price                              2\n     1.14 Service                                              3\n     1.15 Stock                                                3\n     1.16 Termination of Service                               3\n\nARTICLE II  Eligibility to Participate                         3\n\nARTICLE III Employee Participation and Contributions           3\n     3.1  Voluntary, Non-Discriminatory Plan                   3\n     3.2  How an Employee Elects to Participate                3\n     3.3  Limits on Contribution                               3\n     3.4  Voluntary Withdrawal from the Plan                   4\n     3.5  Termination of Service Means Withdrawal from Plan    4\n     3.6  Effect of Participant's Withdrawal from Plan         4\n     3.7  Bookkeeping Accounts                                 4\n     3.8  Distributions from Plan Upon Termination of Service  4\n\nARTICLE IV  Employer Contributions                             5\n     4.1  Employer Matching Contributions                      5\n     4.2  Employer Discretionary Non-matching Contributions    5\n\nARTICLE V Administration of the Plan                           6\n     5.1  Administrative Committee                             6\n     5.2  Employer Contributions of Cash and Dividends         6\n     5.3  Investment in Tyson Stock                            6\n     5.4  No Interest to be Paid                               6\n     5.5  Dividends to be Used to Purchase Additional Shares   7\n     5.6  Not Transferable                                     7\n     5.7  Voting Rights                                        7\n     5.8  Costs of the Plan                                    7\n     5.9  Brokerage Costs                                      7\n     5.10 Indemnification                                      7\n\n\n\n\n                                    36\n\n\n<font size=\"2\">ARTICLE VI  Reports and Delivery of Share Certificates         7\n     6.1  Quarterly Reports                                    7\n     6.2  Delivery of Share Certificates                       8\n\nARTICLE VII Amendment and Termination of the Plan              8\n\nARTICLE VIII Adjustments Upon Changes in Stock                 9\n\nARTICLE IX  Miscellaneous Provisions                           9\n     9.1  No Contract of Employment Intended                   9\n     9.2  Information Available                               10\n     9.3  Securities Laws Restrictions                        10\n     9.4  Waiver                                              10\n     9.5  Notices                                             10\n     9.6  Severability                                        10\n     9.7  Governing Law                                       10\n     9.8  Rules of Construction                               10\n     9.9  Plan Year                                           10\n     9.10 Designation of Beneficiary                          11\n     9.11 Lost Participants                                   11\n     \n\n\n<\/font>                                    37\n\n                            PURPOSE OF THE PLAN\n\n     The purpose of the Tyson Foods, Inc. Employee Stock Purchase Plan (the\n'Plan') is to provide the employees of Tyson Foods, Inc. ('Tyson') and  its\nParticipating  Affiliates  a convenient way to acquire  shares  of  Tyson's\nClass  A  Common  Stock through periodic investment and thus  maintain  and\nstimulate  employee interest in the growth and profitability  of  Tyson  by\nmeans of an opportunity to share in a proprietary interest in Tyson.\n\n                                 ARTICLE I\n                                Definitions\n                                     \n     1.1  Affiliate.  'Affiliate' shall include all wholly-owned subsidiaries of\nTyson  and  any other entity which may be designated from time to  time  as\nsuch by the Board of Directors of Tyson.\n\n     1.2  Base Earnings.  'Base Earnings' means the amount of regular salary or\nwages,  including overtime payments and commission payments, but  does  not\ninclude  discretionary  and non-discretionary bonuses  or  other  irregular\npayments made by an Employer to a Participant.\n\n     1.3   Committee.  'Committee' shall mean the administrative  committee\nappointed  by the Board of Directors of Tyson to carry out the purposes  of\nthe Plan as set forth in Section 5.1 below.\n\n     1.4  Effective Date.  The 'Effective Date' of this Plan is January 1, 2000.\n\n     1.5  Eligible Employee.  'Eligible Employee' means any person (including a\ncorporate  officer) who is employed as a common law employee and classified\nas  working  full-time in the regular service of Tyson or  a  Participating\nAffiliate; provided, however, such term shall not include any person who is\na member of a collective bargaining unit and who is covered by a collective\nbargaining  agreement which does not provide for coverage  of  such  person\nunder this Plan.\n\n     1.6  Employer.  'Employer' means Tyson and all Participating Affiliates.\n\n     1.7  Leave of Absence.  'Leave of Absence' means absence from the active\nservice with Tyson or an Affiliate, with the permission of the Employer, by\nreason of illness, military service, or for any other reason as approved or\nallowed  by the Employer's personnel policies.  Such Leave of Absence  will\nnot terminate an Eligible Employee's Service, provided he returns to active\nemployment at the expiration of his leave in accordance with his Employer's\npolicy  with  respect  to  permitted absences. An Eligible  Employee  whose\nService  is terminated and who is subsequently re-employed by Tyson  or  an\nAffiliate will, for all purposes of the Plan, be considered a new  employee\nas of the effective date of his reemployment.\n\n     1.8  Pay Period, Payday.  'Pay Period' means the interval of a time for\nwhich  an  Eligible  Employee  regularly  receives  his  compensation,  and\n'Payday'  means  the day on which the Eligible Employee regularly  receives\nhis compensation for the Pay Period.\n\n     1.9  Participant.  'Participant' means an Eligible Employee who has elected\nto  participate  in  the  Plan in accordance  with  Article  II  until  the\nParticipant withdraws from the Plan and receives a complete distribution of\nStock and cash credited to his Plan account.\n\n                                   38\n\n\n     1.10 Participating Affiliate.  'Participating Affiliate' means an Affiliate\nthat  has  adopted the Plan with the consent of the Board of  Directors  of\nTyson.  If an organization which is or has become an Affiliate ceases to be\nan  Affiliate,  such  organization shall be deemed to have  withdrawn  from\nparticipation in the Plan.\n\n     1.11   Payroll   Deduction  Authorization.   The  'Payroll   Deduction\nAuthorization'  shall be in a form specified by the Plan Administrator  and\nshall  direct  the  Employer to withhold from a  Participant's  paycheck  a\nspecified  dollar amount or a specified percentage of his Base Earnings  to\nbe used for the purchase of Stock under this Plan.\n\n     1.12 Plan Administrator.  The 'Plan Administrator' shall be responsible for\nthe administration of the Plan and, in lieu of any designation by the Board\nof  Directors  of  Tyson to the contrary, Tyson shall  serve  as  the  Plan\nAdministrator and shall act through the Committee as its representative.\n\n     1.13 Prevailing Market Price.  The term 'Prevailing Market Price' shall\nmean:\n          \n          (a)   the  actual purchase price if purchased in the open market;\n     or\n          \n          (b)  if treasury shares are purchased:\n               \n               (i)   if the Stock is not at the time listed or admitted  to\n          trading  on  a  stock exchange or in the over-the-counter  market\n          under  the  National  Association  of  Securities  Dealers,  Inc.\n          Automated  Quotation  System ('NASDAQ'),  the  Prevailing  Market\n          Price shall be the mean between the lowest reported bid price and\n          highest reported asked price of the Stock on the date in question\n          in the over-the-counter market, as such prices are reported in  a\n          publication  of  general  circulation  selected  by   Tyson   and\n          regularly reporting the market price of the Stock in such market;\n          or\n               \n               (ii)  if  the  Stock is at the time listed  or  admitted  to\n          trading  in the over-the-counter market under NASDAQ  or  on  any\n          stock  exchange, then the Prevailing Market Price  shall  be  the\n          reported  closing sale price of the Stock on the date in question\n          on  the  principal exchange on which the Stock is then listed  or\n          admitted to trading.  If no reported sale of Stock takes place on\n          the  date  in question, then the reported closing asked price  of\n          the  Stock  on  such  date shall be determinative  of  Prevailing\n          Market Price.\n\n     1.14 Service.  'Service' means that period of continuous uninterrupted\nemployment with Tyson or any one or more of its Affiliates from an Eligible\nEmployee's  first  day  of  employment until his  date  of  termination  of\nemployment with all Affiliates. However, in the case of an Affiliate  which\nhas been acquired by Tyson through the acquisition of substantially all  of\nthe  assets  or  all of the stock of the Affiliate, Service  shall  include\nemployment  prior to the date on which such Affiliate is  designated  as  a\nParticipating  Affiliate on such terms as the Board of Directors  of  Tyson\nmay  expressly  provide.   Service  with  two  or  more  Affiliates  during\nconsecutive  periods  shall  be  considered  continuous  service  with  one\nAffiliate.\n                                   39\n\n\n     1.15 Stock.  All references herein to 'Stock' shall mean shares of Class A\nCommon Stock of Tyson.\n\n     1.16 Termination of Service.  'Termination of Service' means any absence\nfrom  the employment of Tyson or any Affiliate (including, but not  limited\nto,  absences by reason of discharge or resignation) which is not deemed  a\nLeave of Absence as defined herein.\n\n                                ARTICLE II\n                        Eligibility to Participate\n                                     \n     Except  as  provided below, each Eligible Employee of Tyson  or  of  a\nParticipating  Affiliate  who has completed two  full  calendar  months  of\nService  shall  be  eligible to participate in the Plan commencing  on  the\nfirst  Payday  that  falls on or after the first  day  of  the  immediately\nsucceeding month.\n\n                                ARTICLE III\n                 Employee Participation and Contributions\n                                     \n     3.1  Voluntary, Non-Discriminatory Plan.  Participation in this Plan shall\nbe voluntary and all Participants shall have the same rights and privileges\nunder  the  Plan,  except to the extent the terms  of  the  Plan  otherwise\nprovide.\n\n     3.2  How an Employee Elects to Participate.  Except as provided in Sections\n3.9  and  4.2 below, an Eligible Employee may elect to participate  in  the\nPlan   by   executing   or  otherwise  authorizing  a  'Payroll   Deduction\nAuthorization'   (within   the  time  period   prescribed   by   the   Plan\nAdministrator)  prior  to the Payday on which the  Eligible  Employee  will\nbegin  participation.  By confirming a Payroll Deduction Authorization,  an\nEligible Employee also affirms his acceptance of the terms of this Plan.\n     \n     3.3  Limits on Contribution.  The minimum payroll deduction shall be one\ndollar  ($1.00)  per  week  and the maximum shall  be  twenty-five  dollars\n($25.00)  per week, as the Participant shall elect, or, in the alternative,\nthe  minimum  payroll deduction shall be one percent (1%) of Base  Earnings\nand the maximum shall be ten percent (10%) of Base Earnings.  At such times\nas  permitted  by  the Plan Administrator, a Participant  may  increase  or\ndecrease  his contribution under the Plan by any multiple of one dollar  or\none  percent (1%); however, no Eligible Employee may contribute, in any one\nyear,  more than ten percent (10%) of his Base Earnings or, if he elects  a\npayroll  deduction of a specific dollar amount, twenty-five dollars  $25.00\nper week.\n     \n     3.4   Voluntary Withdrawal from the Plan.  A Participant  who  remains\nemployed  by an Employer may withdraw from the Plan by submitting a  notice\nof cancellation of his Payroll Deduction Authorization in the manner and to\nthe  person determined by the Plan Administrator from time to time, but  no\nlater  than  prior  to  the  Payday for which the  cancellation  is  to  be\neffective.   Any Participant who so withdraws from the Plan may  renew  his\nparticipation in the Plan as soon as administratively practicable and  will\nbe  entitled  to  withdraw his Stock from the Plan only in accordance  with\nSection 6.2.\n\n\n\n                                   40\n\n     \n     3.5   Termination  of  Service Means Withdrawal  from  Plan.   Upon  a\nParticipant's  Termination of Service, the Participant will  be  deemed  to\nhave withdrawn from the Plan as of his last regular Payday.\n\n     3.6   Effect of Participant's Withdrawal from Plan.  On and after  the\neffective  date  of a Participant's withdrawal from the  Plan,  no  further\ncontribution  under  the  Plan  shall be  permitted  by  or  made  for  the\nParticipant,  except  as may be provided pursuant to  this  Section  3  and\nSection 4.2 below.\n     \n     3.7  Bookkeeping Accounts.  All payroll deductions made for a Participant\nshall  be  credited  to  the  Participant's  Plan  account.   Such  payroll\ndeductions  shall be commingled with the general assets  of  Tyson  and  no\nseparate  fund shall be established.  Participant accounts are kept  solely\nfor bookkeeping purposes.\n\n     3.8   Distributions  from Plan Upon Termination of  Service.   Upon  a\nParticipant's  Termination of Service for any reason, the  Committee  shall\nobtain  a  share certificate representing the number of shares of Stock  to\nwhich the Participant is entitled and shall send the share certificate  and\na  check  for  the  sum  of uninvested funds held to  the  credit  of  such\nParticipant,  by ordinary mail, to the Participant's mailing  address  last\nknown to his Employer.  Upon the death of a Participant and upon receipt by\nthe  Employer of proof of identity and existence at the Participant's death\nof  a  beneficiary validly designated by him under the Plan, the  Committee\nshall  obtain  and forward the share certificate and check  for  uninvested\nfunds  in  the manner provided above to such beneficiary.  In the event  of\nthe  death  of  a  Participant and in the absence of a beneficiary  validly\ndesignated  under  the Plan who is living at the time of  such  death,  any\nStock  and cash credited to the Participant under the Plan shall be payable\nto  the  spouse to whom the Participant was legally married at the time  of\nhis  death and, if the deceased Participant is not survived by a spouse  to\nwhom  he  was legally married at the time of his death, any such Stock  and\ncash shall be payable to the executor or administrator of the estate of the\nParticipant.   No beneficiary shall, prior to the death of the  Participant\nby  whom he has been designated, acquire any interest in the Stock or  cash\ncredited to the Participant under the Plan.\n\n                                ARTICLE IV\n                          Employer Contributions\n     \n     4.1  Employer Matching Contributions.\n               \n               (a)  Each Participant who has completed at least one year of\n          Service   (as  defined  above)  with  Tyson  or  a  Participating\n          Affiliate shall be entitled to Employer matching contributions on\n          that   Participant's  contributions,  if  any,   made   following\n          completion of the first year of Service in the amount and  manner\n          as determined in Subsections (b) and (c) of this Section.\n\n               (b)   Contributions made pursuant to this Section 4.1  shall\n          match only the Participant contributions made pursuant to Section\n          3.2  above.  Such matching contributions shall be equal to  fifty\n          percent (50%) of all amounts deferred by such Participants  under\n          Section 3.2 of the Plan.\n\n\n                                     41\n\n               (c)   Participants determined to be (x) 'eligible employees'\n          on  January 1 of each calendar year under the provisions  of  the\n          'Executive  Savings  Plan of Tyson Foods, Inc.';  (y)  'executive\n          officers' as defined by Rule 16a-1 of the Securities Exchange Act\n          of 1934, as amended; or (z) non-resident aliens and who otherwise\n          are entitled to matching contributions under this Plan shall have\n          such  contributions made to a matching account  under  the  Plan.\n          Matching  contributions made on behalf of all other  Participants\n          hereunder  who  are  entitled to Employer matching  contributions\n          shall  be made directly to the 'Stock Match Accounts' established\n          for such Participants under the 'Retirement Savings Plan of Tyson\n          Foods,   Inc.,'   with  such  amounts  to  be  administered   and\n          distributed pursuant to the related terms of such plan.\n\n               (d)   Matching contributions generally will be  made  at  or\n          about the same time as the payroll deductions for the Participant\n          contributions to which they relate.\n\n     4.2  Employer Discretionary Non-matching Contributions.  In addition to\nEmployer matching contributions made pursuant to Section 4.1, Tyson, in the\nsole  discretion of its Board of Directors, or any other Employer may  from\ntime to time make non-matching contributions of cash or shares of Stock  to\nthe  Plan for allocation to certain Participants in the Plan or to  certain\nother  Eligible  Employees  who  are  not  enrolled  in  the  Plan.    Such\ncontributed  shares  shall be held for the account of the  Participant  (or\ncombined  with  any existing account of the Participant)  and  administered\npursuant  to  all  provisions  of  the  Plan.   If  directed  by  the  Plan\nAdministrator,  the  Committee shall cause shares of Stock  purchased  with\nsuch  discretionary contributions to bear appropriate legends referring  to\nthe  terms,  conditions  and  restrictions,  if  any,  applicable  to  such\ncontributions  or  necessary  to permit the Employer  to  comply  with  all\napplicable  state  and federal securities laws.  All  of  such  contributed\nshares at all times shall remain the property of the Participant and  shall\nremain subject to any legal or contractual restrictions to which the shares\nmay have been subject at the time of the contribution.\n\n                                 ARTICLE V\n                        Administration of the Plan\n\n     5.1  Administrative Committee.  To carry out the purposes of the Plan, the\nPlan  Administrator  exercises its authority through the  Committee,  which\nshall  consist  of not less than three members who may be  officers  and\/or\ndirectors of Tyson.  The Plan Administrator may remove members from or  add\nmembers  to the Committee at any time, within its discretion, and may  fill\nvacancies on the Committee. An individual member of the Committee  may  not\nparticipate in any decision exclusively affecting his own participation  in\nthe  Plan.  The Committee shall select one of its members as Chairman,  and\nshall hold meetings at such times and places as it may determine.  Acts  of\na  majority of the Committee at which a quorum is present, or acts  reduced\nto  or  approved in writing by a majority of the members of the  Committee,\nshall  be  valid acts of the Committee.  The Committee shall have the  sole\nauthority,  in  its absolute discretion, to adopt, amend and  rescind  such\nrules  and  regulations  as,  in  its opinion,  may  be  advisable  in  the\nadministration of the Plan; to construe and interpret the Plan,  the  rules\nand  regulations; and to make all other determinations deemed necessary  or\nadvisable   for   the   administration  of  the   Plan.    All   decisions,\ndeterminations, and interpretations of the Committee shall  be  binding  on\n\n                                   42\n\n\nall Participants.  The Committee may employ such legal counsel, consultants\nand  agents as it may deem desirable for the administration of the Plan and\nmay  rely upon any opinion received from any such counsel or consultant and\nany  computation  received  for  any such consultant  or  agent.   Expenses\nincurred  by  the Plan Administrator or the Committee in the engagement  of\nsuch  counsel, consultant or agent shall be paid by Tyson.   No  member  or\nformer member of the Committee or of the Board of Directors of Tyson  shall\nbe  liable for any action or determination made in good faith with  respect\nto  the  Plan or any awards granted hereunder.  The Committee, in its  sole\ndiscretion,  may  delegate all or any portion of its  duties  hereunder  to\nother individuals or entities.\n\n     5.2  Employer Contributions of Cash and Dividends.  Each Employer shall\nremit  the funds deducted from payrolls under this Plan, plus any  Employer\ncontributions of cash and dividends received on Stock held by the Plan,  to\nthe brokerage firm or firms designated by the Committee.\n\n     5.3  Investment in Tyson Stock.  As soon as practicable after receipt of\nfunds   remitted   under  the  Plan,  the  Committee  or   its   designated\nrepresentative  shall purchase on behalf of Participants  shares  of  Stock\neither  directly  from  Tyson or in the open market  at  Prevailing  Market\nPrices.   The  Committee  shall  purchase  the  maximum  number  of  shares\npurchasable  with  such  funds.   Such shares  shall  be  purchased  on  an\naggregate  basis  rather than on a per Participant basis.   The  number  of\nshares to be purchased is to be determined by the aggregate amount of funds\navailable  to  buy a whole share or multiple thereof.  While no  fractional\nshares  will  be acquired or distributed, a Participant's interest  in  the\nPlan  will  be  accounted for to include, and will reflect,  the  factional\nshare,  if any, which could have been acquired with the funds allocable  to\nhim if fractional shares were purchased.\n\n     5.4   No  Interest to be Paid.  No interest shall be credited to  Plan\naccounts for any reason.\n\n     5.5   Dividends  to be Used to Purchase Additional Shares.   All  cash\ndividends received with respect to shares of Stock registered in  the  name\nof the brokerage firm shall be used by it to purchase additional shares for\nParticipants in proportion to their specified interest in the  shares  upon\nwhich the dividends were paid.  Stock dividends, warrants and rights of any\nkind received with respect to such shares shall be held and distributed  in\nthe  manner  provided  in  Sections 3.8  or  6.2,  herein,  as  applicable;\nprovided, however, that the Committee, in its sole discretion, may elect to\npay  dividends  received  which  are attributable  to  Stock  allocable  to\nParticipants  who  have withdrawn from the Plan (pursuant  to  Section  3.4\nabove) directly to such Participants on an annual basis.\n\n     5.6   Not  Transferable.   Neither payroll deductions  credited  to  a\nParticipant's Plan account nor a Participant's rights to acquire shares  of\nStock  or his undivided interest in the shares of Stock registered  in  the\nname  of the broker may be assigned, sold, pledged, or alienated except  by\ntestate  or intestate succession, and any attempt to do so shall  be  void.\nIn  addition,  such  credits, rights and undivided  interests  may  not  be\nencumbered by lien or security interest of any kind and shall not be liable\nfor the debts of a Participant or subject to attachment, or to any judgment\nrendered against the Participant or to the process of any court in  aid  or\nexecution of any judgment so rendered.\n\n                                    43\n\n\n     5.7  Voting Rights.  Unless the Committee determines otherwise from time to\ntime, Participants shall have the power to vote all shares held in the name\nof the broker in any and all matters which shall be the subject of the vote\nfor the shareholders.\n\n     5.8  Costs of the Plan.  The costs of maintaining records and executing\ntransfers under the Plan shall be paid by Tyson or allocated to and paid by\nParticipating Affiliates, as the Board of Directors of Tyson may direct.\n\n     5.9  Brokerage Costs.  Brokerage expenses incurred in the purchase  of\nshares  shall  be  included  as part of the cost  of  shares  of  Stock  to\nParticipants.\n\n     5.10 Indemnification.  Neither Tyson, the Committee and its delegates, nor\nany  broker through whom purchase orders are executed pursuant to this Plan\nshall  have any responsibility or liability for any action or determination\nin  good faith including, without limiting the generality of the foregoing,\nany  action  with respect to price, time, quantity or other conditions  and\ncircumstances  of the purchase of shares of Stock under the  terms  of  the\nPlan. Tyson shall indemnify and hold harmless any officer, employee, agent,\ndelegee  or representative who incurs damage or loss, including the expense\nof  defense  thereof,  in  connection with the performance  of  the  duties\nspecified herein.\n\n                                ARTICLE VI\n                Reports and Delivery of Share Certificates\n\n     6.1  Quarterly Reports.  The Committee shall make quarterly reports to each\nParticipant, specifying the status of his interest in the Plan through  the\nlast day of each calendar quarter.\n\n     6.2  Delivery of Share Certificates.\n\n     All  shares of Stock purchased under the Plan from contributions  made\nby Participants, contributions made by an Employer or dividends received by\nthe Plan, will be issued to Participants pursuant to the following rules:\n     \n          (a)  Only in increments of ten (10) shares from any account.\n     \n          (b)   Only  upon receipt by the Committee of a request  from  the\n     Participant setting forth the amount of shares requested to be issued.\n     \n          (c)   Distributions of Stock will be limited to twice monthly and\n     will  be made as soon as administratively feasible following the  date\n     the request was made.\n     \n          (d)  Distributions of Stock purchased from contributions made  by\n     Participants  may  not exceed the amount of such Stock  set  forth  on\n     their last quarterly statement.\n     \n          (e)  Distributions of Stock purchased from Employer contributions\n     may not exceed the amount of such Stock set forth on their last report\n     from the immediately preceding calendar year.\n\n\n\n\n                                    44\n\n     \n          (f)   Distributions of dividends shall be available on  the  same\n     basis  as the contributions to which they relate, except to the extent\n     the Plan Administrator determines otherwise.\n     \n          (g)   The  order  in which shares of Stock are withdrawn  from  a\n     Participant's  accounts  shall be determined  pursuant  to  rules  and\n     regulations to be adopted by the Committee.\n     \n                                ARTICLE VII\n                   Amendment and Termination of the Plan\n     \n     The  Board of Directors of Tyson or its delegate may, at any time  and\nin  its discretion, alter, amend, suspend or terminate the Plan or any part\nthereof.   The  cash balances and shares of Stock credited to Participants'\naccounts  shall  be  delivered to Participants as soon as  administratively\npracticable after the Plan's termination, except to the extent the Board of\nDirectors of Tyson expressly determines otherwise.  Notice of any  material\namendment,  suspension or termination of the Plan, in  whole  or  in  part,\nshall be given to each Participant as soon as practicable after such action\nis taken.\n\n                               ARTICLE VIII\n                     Adjustments Upon Changes in Stock\n     \n     The maximum number of shares of Stock to be sold to Participants under\nthe  Plan  shall be 11,500,000, subject to adjustment upon changes  in  the\ncapitalization of Tyson as provided herein.\n     \n     If  any  change  is  made in the stock subject to  the  Plan  (through\nmerger,  consolidation, reorganization, recapitalization,  stock  dividend,\ndividend  in  property other than cash, stock split, liquidating  dividend,\ncombination of shares, exchange of shares, change in corporate structure or\notherwise), the maximum number of shares subject to the Plan and the number\nof  shares and price per share of Stock subject to outstanding rights under\nthe Plan shall be adjusted automatically to reflect such change.\n     \n     In  the  event  of (1) a dissolution or liquidation of  Tyson,  (2)  a\nmerger  or a consolidation in which Tyson is not the surviving corporation,\nor  a  reverse merger in which Tyson is the surviving corporation  but  the\nshares  of Stock by virtue of the merger are converted into other property,\nwhether  in  the form of securities, cash or otherwise, or  (3)  any  other\ncapital reorganization in which more than fifty percent (50%) of the shares\nof  Tyson entitled to vote are exchanged, the Plan shall terminate,  unless\nanother  corporation assumes the responsibility of continuing the operation\nof the Plan or the Plan Administrator determines in its discretion that the\nPlan  shall  nevertheless continue in full force and effect.  If  the  Plan\nAdministrator  elects to terminate the Plan, the Committee  shall  send  to\neach  Participant  a  stock certificate representing the  number  of  whole\nshares  of  Stock to which the Participant is entitled.  In  addition,  the\nCommittee shall send checks drawn on the Plan's account to each Participant\nin an amount equal to the sum of the uninvested funds held to the credit of\neach Participant in the manner provided in Section 3.8 above.\n\n\n\n\n\n                                    45\n\n               Any issue by Tyson of any class of preferred stock, or securities\nconvertible  into shares of common stock or preferred stock of  any  class,\nshall  not  affect, and no adjustment by reason thereof shall be made  with\nrespect  to  the number or price of shares of Stock subject  to  any  grant\nexcept as specifically provided otherwise in this Article VIII.\n     \n     The  grant  of  any right to a person pursuant to the Plan  shall  not\naffect  in  any  way  the  right or power of  Tyson  to  make  adjustments,\nreclassifications,  reorganizations or changes of its capital  or  business\nstructure or to merge or to consolidate or to dissolve, liquidate or  sell,\nor transfer all or any part of its business or assets.\n\n                                ARTICLE IX\n                         Miscellaneous Provisions\n\n     9.1  No Contract of Employment Intended.  The granting of any right to a\nperson  pursuant  to  this  Plan  shall  not  constitute  an  agreement  or\nunderstanding, express or implied, on the part of Tyson or any Affiliate to\nemploy such person for any specified period.\n\n     9.2  Information Available.  If required by law, the offered shares of\nTyson shall be registered under the Securities Act of 1933 on Form S-8,  or\nsuch  other  form  as  shall be specified by the  Securities  and  Exchange\nCommission,  and  Tyson shall deliver to each Participant  a  copy  of  the\nprospectus or such other information as may be required from time  to  time\nas required.\n\n     9.3  Securities Laws Restrictions.  The Plan Administrator reserves the\nright to place an appropriate legend on any certificate representing shares\nof   Stock  issuable  under  the  Plan  with  any  such  legend  reflecting\nrestrictions  on the transfer of the shares as may be necessary  to  assure\nthe  availability  of  any applicable exemptions under  federal  and  state\nsecurities laws to which Tyson or the Plan Administrator deem appropriate.\n\n     9.4  Waiver.  No liability whatever shall attach to or be incurred by any\npast,  present or future shareholders, officers or directors, as  such,  of\nTyson  or  any Participating Affiliates, under or by reason of any  of  the\nterms,   conditions  or  agreements  contained  in  this  Plan  or  implied\nthereform,  and  any  and all liabilities of, and any and  all  rights  and\nclaims  against, Tyson or any Participating Affiliate, or any  shareholder,\nofficer or director as such, whether arising at common law or in equity  or\ncreated  by statute or constitution or otherwise, pertaining to this  Plan,\nare  hereby expressly waived and released by each Participant as a part  of\nthe consideration for any benefits provided by an Employer under this Plan.\n\n     9.5  Notices. All notices or other communications by a Participant to the\nPlan Administrator under or in connection with the Plan shall be deemed  to\nhave  been  duly  given when received by the Secretary  of  Tyson  or  when\nreceived  in the form specified by the Plan Administrator at the  location,\nor  by  the  person, designated by the Plan Administrator for  the  receipt\nthereof.\n\n     9.6  Severability. Each of the Sections included in the Plan is separate,\ndistinct  and severable from the other and remaining Sections of the  Plan,\nand  the invalidity or unenforceability of any Section shall not affect the\nvalidity  and enforceability of any other Section or Sections of the  Plan.\nFurther, if any Section of this Plan is ruled invalid or unenforceable by a\n\n                                    46\n\n\ncourt  of competent jurisdiction because of a conflict between such Section\nand  any  applicable law or public policy, such Section shall be valid  and\nenforceable  to  the extent such Section is consistent  with  such  law  or\npublic policy.\n\n     9.7  Governing Law.  The construction, validity and operation of this Plan\nshall be governed by the laws of the State of Delaware.\n\n     9.8  Rules of Construction.  Throughout this Plan, the masculine includes\nthe  feminine, and the singular includes the plural, and vice versa,  where\napplicable.\n\n     9.9  Plan Year.  The Plan's plan year and the fiscal year shall end on\nDecember 31 of each year.\n\n     9.10  Designation of Beneficiary.  A Participant may  file  a  written\ndesignation of a beneficiary who is to receive any Stock and\/or cash.  Such\ndesignation of a beneficiary may be changed by the Participant at any  time\nin writing delivered to his Employer.\n\n     9.11 Lost Participants.  In the event the Committee or its designee, after\nreasonable inquiry, determines that it is unable to locate a Participant or\nbeneficiary  whose  account is otherwise payable, the  Committee  (or  such\ndesignee)  may  direct  that  such account shall  be  forfeited;  provided,\nhowever, that the amount so forfeited shall be reinstated through a special\nEmployer  contribution if and in the event the Participant  or  beneficiary\nthereafter  shall make a valid claim therefor upon presentation  of  proper\nidentification.\n\n     IN  WITNESS WHEREOF, Tyson has caused this indenture to be made as  of\nthe 13th day of December, 1999.\n\n                                   TYSON FOODS, INC.\n\n                                   By: \/s\/ Carl Johnson\n                                       ---------------------------  \n                                   Title: Executive Vice President,\n                                            Administrative Services\nATTEST:\n\n\/s\/ R. Read Hudson\n------------------\nTitle: Secretary\n\n[CORPORATE SEAL]\n\n\n\n\n                                     47   \n\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":[9539,9545],"class_list":["post-38837","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__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38837","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=38837"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38837"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38837"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38837"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}