SECOND EXECUTIVE
AMENDMENT
This amendment
(“Amendment”), effective the 2nd day of April, 2007
(the “Effective Date”), by and between Tyson Foods,
Inc., a Delaware corporation (“Company”), and any of
its subsidiaries and affiliates (hereinafter collectively referred
to as “Employer”), and Greg Lee (hereinafter referred
to as “Executive”), to the amended and restated
employment agreement dated July 29, 2003, as previously amended on
December 10, 2004 (“Agreement”) between Employer and
Executive.
WITNESSETH:
WHEREAS, Employer
and Executive have been discussing Executive’s retirement
from full time employment with the Company, and over the past year
the parties have worked at identifying and placing senior officers
to fulfill Executive’s duties upon his retirement from full
time employment as part of the Company’s succession planning
process;
WHEREAS, the
parties believe the senior officers identified in the succession
planning process are currently ready to fulfill the current duties
of the Executive, and
WHEREAS, with the
succession planning process completed, the Company and the
Executive have each expressed a desire to accelerate the Term of
the Agreement and to commence Executive’s service under the
Senior Executive Employment Agreement;
NOW, THEREFORE,
Employer and Executive, in consideration of the above and the terms
and conditions contained herein, hereby mutually agree as
follows:
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1.
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Section 2 of the
Agreement shall be stricken and replaced with the
following:
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“ Term of
Employment. Executive’s term of employment under this
Agreement shall commence as of October 1, 2001 and, subject to the
terms hereof, shall terminate on April 2, 2007 (“Termination
Date”, and the period from October 1, 2001 until the
Termination Date shall be the “Term”).
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2.
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Section 3.3 of the
Agreement shall be amended by deleting the existing second sentence
and by substituting the following:
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“On such day
of each of the Company’s 2004, 2005, 2006 and 2007 fiscal
years that option grants are awarded generally to other employees
of the Company (in each case so long as the Termination Date has
not occurred), the Company shall award Executive an additional
option to acquire 160,000 shares of Company Class A common stock on
the date of grant; the other terms and conditions of such awards
shall be governed by the terms of the Stock Plan and a stock option
award agreement in a form substantially similar to that then used
by the Company.”
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3.
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Section 4 of the
Agreement will be stricken and replaced with the
following:
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“
Retirement; Senior Executive Employment Agreement. Upon the
Termination Date of this Agreement, the parties will execute the
Senior Executive Employment Agreement attached hereto as Exhibit A,
pursuant to which Executive shall provide advisory services to the
Company.
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4.
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In consideration of
Executive’s mutual agreement to accelerate the termination of
the Agreement, and to allow the Company to implement this phase of
its succession planning, the Company has agreed to make a lump sum
payment to Executive in the amount of Seven hundred twenty-five
thousand eight hundred dollars ($725,800) on the Termination Date,
subject to all applicable legal deductions. The parties agree that
Executive will not be entitled to any bonus for the 2007 fiscal
year except for a prorated retirement bonus of $267,000 consistent
with the Company’s bonus practice. The retirement bonus will
be paid to the executive by the Company on the Termination
Date.
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5.
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Executive agrees
that upon the Company’s payment of the amount specified in
Section 4 above, the Company’s will have no further
obligations to Executive
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under the terms of
the Agreement. The Company will be obligated to fulfill the terms
of (i) the Senior Executive Employment Agreement and (ii) any
outstanding restricted stock awards, stock options and performance
shares (pursuant to the terms of the specific equity award
agreements).
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6.
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Except as expressly
pr
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