SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1

SECOND AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), made as of December 19, 2006 by and between Tyson Foods, Inc., a Delaware corporation (the "Company"), and Richard L. Bond, a resident of the State of Arkansas (the "Executive"), amends and restates that certain Employment Agreement by and between the Company and the Executive originally dated as of September 28, 2001 ("Original Agreement"), as previously amended and restated on July 29, 2003 ("First Restated Agreement").

RECITALS

WHEREAS, the Executive was named President and Chief Executive Officer of the Company effective May 19, 2006;

WHEREAS, to induce Executive's continued service as the President and Chief Executive Officer of the Company during the Term (defined in Section 2), the Company desires to provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement.

WHEREAS, Executive is willing to accept such employment and perform services for the Company, on the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the above, it is therefore hereby agreed by and between the parties as follows:

1.1        Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive as President and Chief Executive Officer. In such capacity, Executive shall report to the Company's Board of Directors and shall have the powers, responsibilities and authorities as are assigned by the Company's Board of Directors.

1.2        Subject to the terms and conditions of this Agreement, Executive hereby accepts employment as President and Chief Executive Officer of the Company and agrees to devote his full working time and efforts, to the best of his ability, experience and talent, to the performance of services, duties and responsibilities in connection therewith. Executive shall perform such

duties and exercise such powers, commensurate with his position, as the Company's Board of Directors shall from time to time delegate to him on such terms and conditions and subject to such restrictions as the Company's Board of Directors may reasonably from time to time impose.

1.3        Except as provided in Section 13 hereof and provided that, in the reasonable determination of the Company’s Board of Directors, the following activities do not interfere with Executive's duties and responsibilities hereunder, nothing in this Agreement shall preclude Executive from (i) engaging in charitable and community affairs, (ii) managing any passive investment made by him in publicly traded equity securities or other property (provided that no such investment may exceed 5% of the equity of any publicly traded entity, without the prior approval of the Company’s Board of Directors), or (iii) serving as a member of boards of directors or as a trustee of any other corporation, association or entity. For purposes of the preceding sentence, any required approval shall not be unreasonably withheld.

2.           Term of Employment . Executive's term of employment under the Original Agreement commenced as of September 28, 2001 (the "Effective Date") (with Executive’s service as Chief Executive Officer effective as of May 19, 2006), and subject to the terms hereof, shall terminate on such date (the "Termination Date") which is the earlier of (i) December 31, 2009 or (ii) the termination of Executive's employment pursuant to this Agreement (the period from September 28, 2001 until the Termination Date shall be the "Term").

3.1         Salary . The Company shall pay Executive a base salary ("Base Salary") at the rate of $1,220,000 per annum, effective January 1, 2007; provided, however, that on no less than an annual basis, the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") shall review the Executive's annual Base Salary for potential increase; however, Executive’s right to annual increases shall not be unreasonably denied, and the Base Salary shall not be decreased at any time during the Term. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company. Any increase in Base Salary shall constitute "Base Salary" hereunder.

3.2         Annual Bonus . It is expressly understood and contemplated that Executive's bonus plan will be mutually agreed to by the parties hereto for each fiscal year during the Term, and to the extent required, submitted to the Compensation Committee of the Board of Directors for approval.

19, 2006 and in replacement of the options to be awarded in the future pursuant to the terms of the First Restated Agreement, on such day of each of the Company's 2008 and 2009 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 500,000 shares of Company Class A common stock subject to the terms and conditions of the Tyson Foods, Inc. 2000 Stock Incentive Plan ("Stock Plan"), and the option grant agreement currently in use on the date of grant by the Employer for officers generally. The parties acknowledge that on November 17, 2006, Executive was granted an award of 500,000 options, and Executive was also provided with an additional grant of 500,000 non-qualified performance-based stock options ("Performance Options") that will vest on December 31, 2009 if the Company’s 2009 fiscal year earnings per share, based on adjusted operating earnings, are at least $1.34, as further described in the terms of the award agreement.

3.4         Restricted Stock and Phantom Stock . In addition to the restricted stock and phantom stock awards made prior to December 19, 2006, Executive shall receive an award of 375,000 shares of restricted Company Class A common stock pursuant to a restricted stock award agreement in a form substantially similar to that presently used by the Company and which shall vest on October 4, 2010.          

3.5           Performance Shares . On the first business day of each of the Company's 2004, 2005 and 2006 fiscal years, Executive shall receive an award of the Company's Class A Common Stock having an aggregate value of $825,000 on the date of the award, subject to the terms and conditions of a performance share agreement to be adopted by the Compensation Committee prior to the date of each award. The awards made in 2004 and 2005 shall vest, subject to satisfaction of the performance criteria set forth in the performance share agreement, three (3) years after the date of the award. The award made in 2006 shall vest, subject to satisfaction of the performance criteria set forth in the performance share agreement, on March 29, 2008.

3.6         Deferred Compensation . Pursuant to the Second Amendment to the First Restated Agreement, the Company paid Executive on February 10, 2005 the $2,000,000, plus accrued interest, of deferred compensation ("Deferred Compensation") provided for in Section 3.6 of the Original Agreement and First Restated Agreement. The Company has no further obligations to Executive in regards to the Deferred Compensation.

following:

• • (a)         Reimbursement for annual country club dues incurred by Executive during the Term consistent with the past practices for other executives at the Company, and the Company will reimburse and gross-up Executive for any and all income tax liability incurred by Executive in connection therewith;

    (b)       Use of, and the payment of all reasonable expenses (including, without limitation, insurance, repairs, maintenance, fuel and oil) for, an automobile. The monthly lease payment or allowance for such automobile shall be consistent with the past practices for other executives at the Company and the Company will reimburse and gross-up Executive for any and all income tax liability incurred by Executive in connection therewith;

    (c)         For the term of this Agreement, the Company will provided life insurance with no less than $5,000,000 in coverage, in a form similar to that provided by the Company to its other senior executive officers, and the Company will reimburse and gross-up Executive for any and all income tax liability incurred by Executive in connection therewith;

    (d)        Reasonable personal use of the Company-owned aircraft; provided, however, that Executive's personal use of the Company-owned aircraft shall not interfere with Company use of the Company-owned aircraft and the Company will reimburse and gross-up Executive for any and all income tax liability incurred by Executive in connection therewith;

    (e)         Reasonable personal use of the Company-owned entertainment assets; provided, however, that Executive's personal use of the Company-owned entertainment assets shall not interfere with Company use of the Company-owned entertainment assets, and the Company will reimburse and gross-up Executive for any and all income tax liability incurred by Executive in connection therewith;

    (f)         Use of, and the payment of all reasonable expenses associated with, personal cellular phones, home phone and internet lines; and

    (g)        Reimbursement from the Company during the Term for reasonable costs incurred by Executive for tax and estate planning advice.

3.8         Compensation Plans and Programs . Executive shall be eligible to participate in any compensation plan or program maintained by the Company other than plans or programs

related to (i) Company options, (ii) restricted stock and (iii) performance shares.

3.9.        Previously Earned Compensation . For compensation earned by Executive for services rendered by Executive to IBP, inc. ("IBP") prior to September 28, 2001, the Company shall pay or cause to be paid to Executive compensation to include, but not limited to, the following:

• • (a)          Stock Options . During the Term, all options to purchase IBP common stock, as converted to options to purchase Company Class A common stock using the Exchange Ratio (as that term is defined in the Agreement and Plan of Merger dated as of January 1, 2001 among IBP, the Company and Lasso, as modified by the Stipulation and Order dated June 27, 2001 among IBP, the Company and Lasso Acquisition Corporation (the "Stipulation") (as modified by the Stipulation, the "Merger Agreement")), held by Executive on September 28, 2001 shall be fully exercisable by Executive in accordance with their terms.

    (b)         IBP Retirement Income Plan . During the Term, Executive's account under the RIP (or any successor thereof) shall continue to be adjusted for investment earnings as provided therein, as well as for additional contributions made by Executive while Executive is an employee of the Company. Upon Executive's retirement as an employee, Executive's RIP account shall be paid by the Company to Executive in accordance with the provisions of the RIP and Executive's elections thereunder.

4.            Retirement; Senior Executive Employment Agreement . Unless mutually agreed upon by the Parties, Executive will retire as an executive officer of the Company on December 31, 2009 and upon such retirement, Executive shall provide advisory services to the Company under the terms and conditions contained in the Senior Executive Employment Agreement attached hereto as Exhibit "A", and shall be paid by the Company the compensation and benefits described therein. In any event, the Company shall enter into said Senior Executive Employment Agreement with Executive on the earlier of (i) the date of Executive's Permanent Disability, (ii) Executive's death (in which event, the Senior Executive Employment Agreement shall become effective, and the benefits thereunder shall become available, upon the Executive’s death), or (iii) such date on or after December 31, 2009 on which the Termination Date occurs, unless Executive has been terminated for Cause.

Executive during the Term with coverage under all employee pension and welfare benefit programs, plans and practices (commensurate with his position in the Company and to the extent permitted under any employee benefit plan) in accordance with the terms thereof, which the Company generally makes available to its senior executives. Executive shall receive credit for past service with IBP for purposes of determining benefits pursuant to the Company’s benefit plans and other Company policies.

5.2           Vacation and Fringe Benefits . Executive shall be entitled to no less than twenty (20) business days paid vacation in each calendar year (or such greater time as Company policy permits a person of his employment seniority), which shall be taken at such times as are consistent with Executive's responsibilities hereunder. In addition, Executive shall be entitled to the perquisites and other fringe benefits generally made available to senior executives of the Company.

6.             Expenses . Executive is authorized to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement, including, without limitation, expenses for travel and similar items related to such duties and responsibilities. The Company will reimburse Executive for all such expenses upon presentation by Executive, from time to time, of accounts of such expenditures (appropriately itemized and approved consistent with the Company's policy).

7.1         Termination by the Company Not for Cause or by Executive for Good Reason .

• • (a)        The Company may terminate Executive's employment at any time for any reason. If Executive's employment is terminated prior to the Termination Date, as that date may be extended from time to time under the terms of Section 2 hereof, (i) by the Company (other than for Cause (as defined in Section 7.2 (c) hereof) or by reason of Executive's death or Permanent Disability (as defined in Section 7.2(d) hereof), or (ii) by the Executive for Good Reason (as defined in Section 7.1(c) hereof) prior to the Termination Date, Executive shall receive the following items and payments:

    • • (i)         An amount (the "Termination Amount") in lieu of any bonus in respect of all or any portion of the fiscal year in which such termination occurs and any other cash compensation, which Termination Amount shall be payable in a single lump sum within thirty (30) days following the date of such termination.

         

        The Termination Amount shall consist of an amount equal to the sum of (x) three (3) times Executive's Base Salary for the fiscal year immediately preceding the year in which such termination occurs plus (y) three (3) times Executive's Bonus for the fiscal year immediately preceding the year in which such termination occurs;

        (ii)        Executive shall be entitled to receive a cash lump sum payment in respect of accrued but unused vacation days (the "Vacation Payment") and to Base Salary earned but not yet paid (the "Compensation Payment");

        (iii)       Any then unvested restricted stock, performance shares and/or time-vesting stock option awards previously granted to Executive by the Company, including, without limitation, those grants set forth in Section 3.3, 3.4 and 3.5 hereof, shall become immediately one-hundred percent vested. Any portion of a time-vesting stock option award accelerated pursuant to this Section 7.1(a) shall be exercisable pursuant to the terms of the stock option plan and the stock option award agreement applicable to such award;

• • • • (v)        Any amounts or items not previously paid to Executive under Sections 3.8 and 3.9 hereof; and

        (vi)       Any other benefits due to Executive pursuant to the terms of any employee benefit plan or policy maintained generally for employees or a group of management employees.

    (b)        The Vacation Payment and the Compensation Payment shall be paid by the Company to Executive within 30 days after the termination of Executive's employment by check payable to the order of Executive or by wire transfer to an account specified by Executive.

    (c)         For purposes of this Agreement, "Good Reason" shall mean any of the following (without Executive's express prior written consent):

    • • (i)         Any material breach by the Company of this Agreement, including any mate