SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Second Amended And Restated Employment Agreement (the
"Agreement") is made as of August 1, 1997 by and between Tyson Foods, Inc.,
a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxx, an individual
and Florida resident ("Tyson"). This Agreement supersedes and replaces
that certain Amended and Restated Employment Agreement between the parties
dated July 1, 1994.
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 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, 1998 (the "Initial Term"),
which employment shall be automatically extended for successive periods of
one year, commencing January 1, 1999 and each January 1 thereafter ("the
Anniversary Date") following said Initial Term. 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 Agreement, 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
Company's business.
3. Compensation. The Company agrees to pay to Tyson during the
period of his employment the sum of Six Hundred Thousand Dollars ($600,000)
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.
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4. Disability. If, while in the active 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, equal to one-half (1/2) of
his average total annual compensation (i.e., regular salary, bonuses and
payments relating to travel and entertainment expense) for the three (3)
years immediately preceding the date of his disability (the "Average
Compensation").
5. Death. In the event of Tyson's death during the term of this
Agreement, the Company shall pay to the surviving of his three children,
Xxxx Xxxxx, Xxxxxx Xxxxx and Xxxxx Xxxxx, in equal shares, an annual sum,
in equal monthly installments, equal to one-half (1/2) of his Average
Compensation. 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 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 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.
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 one-half his Average Compensation. If Tyson
dies during the consultative period, the Company shall continue to pay to
his same 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.
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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 (unless the Company
is the surviving corporation) 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/Xxxxxx Xxxxxxx
-----------------
Xxxxxx Xxxxxxx,
Chairman and
Chief Executive Officer
Attest:
/s/ Xxxx Xxxx
--------------------
Xxxx Xxxx, Secretary
/s/ Xxxxxx X. Xxxxx
--------------------
Xxxxxx X. Xxxxx
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