Employment Agreement - Tyson Foods Inc. and Donald J. Tyson
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the"Agreement") is
made and entered into on this 1st day of July, 1994 by and between Tyson
Foods, Inc., an Arkansas corporation (the "Company"), and Donald J. Tyson,
an individual and resident of Captiva, Florida ("Tyson"). This Agreement
supersedes and replaces an earlier Employment Agreement between said
parties dated December 7, 1990 and any and all oral arrangements related
thereto or arising thereafter.
W I T N E S S E T H:
WHEREAS, during Tyson's employment by the Company he has been
primarily responsible for promoting the overall growth of the Company; and
WHEREAS, the Board of Directors of the Company believes that the
future services of Tyson will be of great value to the Company, and by this
Agreement proposes to ensure his continued employment; and
WHEREAS, Tyson hereby expresses his willingness to continue in the
employment of the Company as is hereby provided;
NOW THEREFORE, in consideration of the premises, the mutual covenants
herein contained, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree
as follows:
1. Period of Active Employment. Tyson shall continue in the active
employment of the Company until December 31, 1995 (the "Initial Term"),
which employment shall be automatically extended for successive periods of
one year, commencing on January 1, 1996, and each January 1 thereafter
(the "Anniversary Date") following said Initial Term; provided however,
that said employment may be terminated upon written notice by either party
at least 10 days prior to any Anniversary Date (the "Termination Date").
2. Duties. During the period of this contract, and subject to the
limitations hereinafter expressed, Tyson agrees to serve the Company
faithfully and to the best of his ability, under the direction of the Board
of Directors of the Company, devoting his time, energy and skill
to the management of the Company's business.
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3. Compensation. The Company agrees to pay to Tyson during the period
of his active employment, as defined in Section 1 above, as regular salary
for his full time services, the sum of Seven Hundred Twenty Thousand
Dollars ($720,000) per annum, payable in equal monthly installments,
subject to adjustment at any time by mutual agreement of the parties
hereto. Additional annual compensation may be paid Tyson from time to time
by majority vote of the Compensation Committee of the Board of Directors of
the Company, with members of the Tyson family or any other interested
director abstaining.
4. Disability. If, while in the full time employ of the Company, Tyson
becomes disabled to the extent that he is no longer capable of performing
his services fully as herein contemplated, the Company shall pay to him an
annual salary, in equal monthly installments, which is equal to the lessor
of (i) one-half (1/2) of his average total annual compensation
(i.e., regular salary plus bonuses) for the three year period immediately
prior to the date of his disability of (ii) $ 720,000, increased (but not
decreased) annually hereafter by the same percentage as the percentage
increase, if any, in the Consumer Price index; provided, however, that
Tyson shall continue to perform during his disability such advisory and
consultative services as his physical condition and circumstances permit;
further provided, however, that the said disability shall have continued
for a period of six (6) months before the Company may invoke this
provision, said monthly period to begin to run as of the first
day of the month following the month in which his disability occurs. As
used herein, the term "Consumer Price Index" means the Consumer Price Index
for All Urban Consumers (CPI-U), All Items, U.S. Average (1967=100), which
is now compiled with the U.S. Department of Labor, and shall mean and
include such other index or statistics as may succeed it, as adjusted to
account for any change in the standard reference base year.
5. Death. In the event of Tyson's death, while in the full time active
employment of the Company, the Company shall pay to his three surviving
children, John Tyson, Cheryl Tyson, and Carla Tyson, in equal shares, an
annual sum, in equal monthly installments, equal to one-half (1/2) of
Tyson's average annual regular salary for the three (3) year period
immediately prior to his death. These payments shall continue for a period
of ten (10) years from the date of Tyson's death.
In the event of Tyson's death while drawing payments under the
provisions of Paragraph 4, the Company shall pay to the same three
surviving children in equal shares an annual sum, in equal monthly
installments, which sum shall be the same as Tyson was drawing during his
disability period, for a period of time which shall end ten (10) years from
the date of Tyson's disability.
6. Retirement. The Company hereby retains Tyson to perform and Tyson
agrees to perform, during the period beginning with Tyson's retirement from
full time active employment on the Termination Date, and continuing to the
end of his life, such advisory and consultative services on a part time
basis as may be required by the Board of Directors of the Company, subject,
however, to the condition that Tyson shall not be required to render
such services during periods of illness or other incapacity.
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The Company shall pay Tyson and Tyson shall accept from the Company
for his services during this period, annual compensation, payable in equal
monthly installments, equal to the lesser of (i) one-half (1/2) of this
average total annual compensation (i.e., regular salary plus any bonuses)
for the three year period immediately prior to his retirement of (ii)
$720,000 increased (but not decreased) annually hereafter by the same
percentage as the percentage increases, if any, in the Consumer Price
Index. If Tyson dies during the consultative period, the Company shall
continue to pay to his same three surviving children the aforesaid monthly
payments for a period of time which shall end ten (10) years from the
date of Tyson's retirement.
7. Restrictive Covenant. Tyson expressly agrees, as a condition to the
performance by the Company of its obligations hereunder, that during the
term of this agreement and during the further period providing for
consultative services, he will not, directly or indirectly, enter
into or in any manner take part in any business competitive with any
business of the Company, without the prior written consent of the Company.
8. Prohibition Against Assignment. Neither Tyson nor his children
shall have the right to commute, encumber, or dispose of the right to
receive payments hereunder, which payments and the right thereto are
expressly declared to be non-assignable and non-transferable, and in the
event of any attempted assignment or transfer, the Company shall
have no further liability hereunder.
9. Reorganization. The Company shall not merge or consolidate with any
other organization or organizations until such organization or
organizations expressly assume the duties of the Company herein set forth.
10. Independence of Other Agreements. This agreement is hereby
declared to be independent of the cumulative of any other retirement or
deferred compensation plans now or hereafter adopted by the Company, and
shall not, unless mutually agreed upon in writing, be supplanted or
replaced by any other such plan or agreement.
IN WITNESS WHEREOF, the parties have executed this agreement in
duplicate original the day and year first above recited.
TYSON FOODS, INC.
BY:/s/ Leland Tollett
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Leland Tollett, President, CEO and Vice
Chairman
ATTEST:
/s/ Mary Rush
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Mary Rush, Secretary /s/ Donald J Tyson
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Donald J Tyson