SENIOR EXECUTIVE EMPLOYMENT AGREEMENT
This Senior Executive Employment Agreement dated April 12, 2000 is by
and between Tyson Foods, Inc., a corporation organized under the laws of
Delaware (the "Company"), and Xxxxx Xxxxx ("Employee").
WITNESSETH:
WHEREAS, the Employee is retiring and the Company wishes to retain
access to his service, experience and knowledge; and
WHEREAS, the Employee wishes to furnish advisory services to the
Company upon the terms, provisions and conditions herein provided;
NOW, THEREFORE, in consideration of the foregoing and of the
agreements hereinafter contained, the parties hereby agree as follows:
1. The term of this Agreement (the "Term") shall begin May 1, 2000
and end seven years thereafter.
2. During the Term Employee will, upon reasonable request, provide
advisory services to the Company as follows:
(a) Services hereunder shall be provided as an employee of the
Company;
(b) Employee may be required to devote up to twenty (20) hours
per month to the Company;
(c) Employee may perform services hereunder at any location but
may be required to be at the executive offices of the Company upon
reasonable notice; and
(d) Employee shall not be obligated to render services under
this Agreement during any period when he is disabled due to illness or
injury.
3. During the Term the Company shall:
(a) pay Employee $200,000 per year until May 1, 2003 and
$100,000 per year thereafter, such sums to be payable as the
parties may from time to time agree;
(b) provide Employee and his family with benefits, including
health, disability and life insurance plans, as generally
available to Employee at the time of retirement; and
(c) continue all Employee options to purchase and rights to
restricted Company stock existing on the date of the
Agreement.
In the event of Employee's death, payments and benefits described
above shall be paid and provided to the Employee's spouse on such date for
the duration of the Term. In the event of death by both Employee and his
spouse, or the absence of a spouse, this Agreement shall terminate.
4. In the event of Employee's death the Company will, upon written
notice given within sixty (60) days of death by Employee's designated
beneficiary, if any, or otherwise by the administrator of Employee's
estate, terminate all Employee owned options to purchase Company common
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stock, whether or not then currently vested, in exchange for payment equal
to the aggregate spread between the option strike price and the market
value of such stock at the close of business on the next business day
succeeding Employee's death.
5. Upon execution of this Agreement Employee shall resign from the
Board of Directors of the Company and the National Chicken Council.
6. During the Term Employee shall not divulge to anyone, except in
the regular course of the Company's business or as may be required in any
legal proceeding, any confidential or proprietary information regarding the
Company's record, plans or business. Further, this Agreement shall
terminate in the event Employee advises, engages in consulting for or
accepts employment from anyone reasonably deemed by the Company to be a
competitor.
7. Employee's rights under this Agreement may not be assigned,
pledged or encumbered, except by will or by the laws of descent and
distribution, without the permission of the Company which it may withhold
in its sole and absolute discretion.
8. This Agreement represents the complete agreement between Company
and Employee concerning the subject matter hereof and supersedes all prior
employment or benefit agreements or understandings, written or oral. Any
modification or waiver hereof must be in writing and signed by both
Employee and Company.
9. The laws of the State of Arkansas shall govern this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of April 11, 2000.
TYSON FOODS, INC.
By: /s/ Xxxx Xxxxx
_______________________
Xxxx Xxxxx, Chairman
Employee
/s/ Xxxxx Xxxxx
_______________________
Xxxxx Xxxxx
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