exhibit_1044.htm


    
      

      

    

    TYSON
FOODS, INC.

    PERFORMANCE
STOCK AWARD

    


    


    THIS
PERFORMANCE STOCK AWARD (the “Award”) is made effective as of
________________________ (the “Award Date”) by TYSON FOODS, INC., a Delaware
corporation, to _______________________ (the “Recipient”).

    


    Preliminary
Statements

    


    A.           To
promote the success of the Company, the Company desires to provide the Recipient
with an enhanced incentive to perform services on behalf of the Company to aid
in its continued growth and financial success in a manner that aligns the
interests of the Recipient with the interests, generally, of the stockholders of
the Company.

    


    B.           The
terms of the Tyson Foods, Inc. 2000 Stock Incentive Plan (the “Plan”) permit the
Compensation Committee of the Board of Directors of the Company (the
“Committee”) to grant shares generally on such terms and conditions as may be
provided by the Committee.

    


    C.           Terms
that are not defined in the text of this Award are contained in Section 4.10
below or in the Plan.

    


    NOW,
THEREFORE, in consideration of the mutual agreements and covenants contained in
this Award and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

    


    Section
1

    Award
of Performance Shares

    


    1.1           Award of Performance
Shares.  Subject to the terms, restrictions, limitations, and
conditions stated in this Award, the Company hereby awards to Recipient the
right to receive up to _________ shares of Stock if and to the extent the Peer
Group Goals are satisfied at the Measurement Date (the “Award”).

    


    1.2           Performance Measure
Conditions to Payment of Award.  The extent, if any, to which
the Recipient shall have the right to payment of the Award shall depend, in
part, upon the extent to which the performance measure has been satisfied as of
the Measurement Date, as specified below.  The Peer Group Goals shall
have the following benchmarks during the Performance Period:

    


    (a)           Threshold
performance shall mean that the Company has outperformed five (5) members of its
Peer Group on the basis of Stock Price Comparison, which shall result in the
payment of _________ shares of Stock to the Recipient;

    


    (b)           Target
performance shall mean that the Company has outperformed seven (7) members of
its Peer Group on the basis of Stock Price Comparison, which shall result in the
payment of __________ shares of Stock to the Recipient; and

    


    (c)           Maximum
or above performance shall mean that the Company has outperformed nine (9)
members of its Peer Group on the basis of Stock Price Comparison, which shall
result in the payment of __________ shares of Stock to the
Recipient.

    


    Performance
between the foregoing benchmarks shall result in the payment of a number of
shares of Stock to the Recipient determined as a matter of applying a
straight-line interpolation between the minimum number of shares of Stock
specified in Clause (a) above and the maximum number of shares of Stock
specified in Clause (c) above.

    


    1.3           General Conditions to
Payment of Award.  Regardless of the extent to which the
performance measures are attained under Section 1.2, the extent, if any, to
which the Recipient shall have the right to payment of the Award is further
conditioned upon the Recipient’s satisfaction of the following requirements
during the Performance Period:

    


    (a)           The
Recipient shall remain continuously in the employ of the Company or any
Affiliate from the Award Date through the Vesting Date (as defined in Section
1.5 below), except as otherwise provided in Section 2.2 below; and

    


    (b)           If
the Recipient has elected to deliver cash or a certified check under Section
1.4, the Recipient shall have delivered to the Company cash or a certified check
for the payment of applicable tax withholding obligations (whether federal,
state or local) imposed on the Company by reason of the payment of the
Award.

    


    1.4           Optional Withholding
Election.  The Recipient may elect to (i) pay the applicable
tax withholding obligations in cash or by certified check, or
(ii)  have the shares of Stock otherwise payable pursuant to the Award
reduced by the smallest number of whole shares of Stock which, when multiplied
by the fair market value of the Stock on the Payment Date (as defined in Section
1.5 below), as determined by the Committee, is sufficient to satisfy the amount
of the tax withholding obligations imposed on the Company by reason of the Award
(the “Withholding Election”).  The Recipient may make a Withholding
Election only if all of the following conditions are met:

    


    (a)           the
Withholding Election must be made at least 60 days  prior to the date
on which the amount of tax required to be withheld is determined (the “Tax
Date”) by executing and delivering to the Company a properly completed Notice of
Withholding Election, in substantially the form of Exhibit A attached
hereto;

    


    (b)           if
no Withholding Election is delivered by the Recipient to the Company and the
Recipient has not satisfied the applicable tax withholding obligations in
accordance with Section 1.3(b) above, the Company will automatically reduce the
Award by the smallest number of whole shares of Stock which is sufficient to
satisfy the amount of the tax withholding obligations imposed on the Company by
reason of the Award; and

    


    (c)           any
Withholding Election made will be irrevocable; however, the Board of Directors
may, in its sole discretion, disapprove and give no effect to any Withholding
Election.

    


    1.5           Payment of the
Award.  The Award shall vest two (2) business days after the
Measurement Date (the “Vesting Date”) and shall be paid in the appropriate
number of shares of Stock of the Company, reduced, if applicable, in accordance
with any Withholding Election tendered pursuant to Section 1.4, during the
______ calendar year but not prior to the Vesting Date (such date of payment is
referred to herein as the “Payment Date”).

    


    Section
2

    Restrictions
and Forfeitures

    


    2.1           Forfeitures.  Notwithstanding
anything to the contrary in this Award, the Award shall expire and no payment of
any type shall be due in the event of the occurrence of either one of the events
described in Sections 3(b) or 3(c).

    


    2.2           Death, Disability and
Retirement.  If, prior to the Vesting Date, the
Recipient  ceases to be employed by the Company and all of its
Affiliates due to (i) death, (ii) Disability, or (iii) retirement on or after
reaching age 62 and at least 12 months and one day have elapsed since the
execution date by the Recipient of his/her most recent employment agreement with
the Company (the “Employment Agreement”) and the Employees retirement, then the
Recipient (or, if applicable, the legal representative of the Recipient) shall
have the right to the payment of the shares of Stock subject to the Award, but
only if and to the extent that the performance measures are satisfied at the
Measurement Date, determined as if the Recipient had continued in the employ of
the Company.  If payment is due in accordance with this Section 2.2,
the payment shall be made at the same time as payment would otherwise be due in
accordance with Section 1.5.

    


    2.3           Restrictions on Transfer of
Award.  No rights attributable to the Award may be conveyed,
pledged, assigned, transferred, hypothecated, encumbered, or otherwise disposed
of by the Recipient, except by the laws of descent and
distribution.

    


    Section
3

    Expiration
of the Award

    


    The Award
shall terminate upon the first to occur of the following events:

    


    (a)           the
delivery of the appropriate number of shares of Stock to the Recipient following
the occurrence of the Measurement Date upon attaining at least the threshold
benchmark for the Peer Group Goals, as the terms of the Award so provide and,
subject to any applicable exception in Section 2.2 above, the Recipient’s
continuous employment with the Company or an Affiliate through the Vesting
Date;

    


    (b)           the
Recipient ceases to be employed by the Company and all of its Affiliates for any
reason prior to the occurrence of the Vesting Date, other than as specified in
Section 2.2; or

    


    (c)           the
attainment of the Measurement Date and a corresponding failure to achieve at
least the threshold benchmark for the Peer Group Goals.

    


    Section
4

    General
Provisions

    


    4.1           Committee
Determinations.  All determinations required by the terms of the Award
shall be made by the Committee and such determinations shall be final, binding
and conclusive upon the Recipient and the Recipient’s successors and permitted
assigns.

    


    4.2           Rights as
Stockholder.  Recipient shall have no rights as a stockholder
with respect to any shares of the Stock of the Company as a result of this Award
prior to the delivery of shares of Stock in payment of the Award.

    


    4.3           Change in
Capitalization.  Except as otherwise provided in the
Recipient’s Employment Agreement, if the outstanding shares of the Stock shall
be recapitalized, reorganized or there is any other change in the corporate
structure of the Company, the number of shares of Stock subject to the Award
shall be adjusted by the Committee in a manner that it determines, in its sole
discretion, best reflects the event.

    


    4.4           Governing
Laws.  This Award shall be construed, administered and enforced
according to the laws of the State of Delaware.

    


    4.5           Notice.  Except
as otherwise specified herein, all notices and other communications given with
respect to this Award shall be in writing and shall be deemed to have been given
if personally delivered or if sent by registered or certified United States
mail, return receipt requested, postage prepaid, addressed to the proposed
recipient at the last known address of the recipient.  Until further
notice, the address for the Company is:

    


    
      	 
      	
              Tyson
      Foods, Inc.

            
	 
      	
              2210
      West Oaklawn Drive

            
	 
      	
              Springdale,
      Arkansas  72762-6999

            
	 
      	
              Attn:  Vice
      President - Benefits

            


    

    


    Any party
may designate any other address to which notices shall be sent by giving notice
of the address to the other party in the same manner as provided
herein.

    


    4.6           Severability.  In
the event that any one or more of the provisions or portion thereof contained in
this Award shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, the same shall not invalidate or otherwise affect any other
provisions of this Award, and this Award shall be construed as if the invalid,
illegal or unenforceable provision or portion thereof had never been contained
herein.

    


    4.7           Entire
Agreement.  Subject to the terms of the Plan, which are
incorporated herein by reference, and Section 14 of the Employment Agreement (or
any successor provision), this Award expresses the entire understanding and
agreement of the parties with respect to the subject matter hereof.

    


    4.8           Violation.  Any
transfer, pledge, sale, assignment, or hypothecation of any rights attributable
to the Award shall be a violation of the terms of this Award and shall be void
and without effect.

    


    4.9           No Employment Rights
Created.  The grant of the Award shall not be construed as
giving Recipient the right to continued employment with the Company or any
Affiliate.

    


    4.10           Definitions.  For
purposes of this Award, capitalized terms not defined herein or below shall have
the meanings ascribed to them in the Plan:

    


    “Company” means Tyson
Foods, Inc.; however, where the context so requires, the term shall include any
successor company or business entity.

    


    “Measurement Date”
means _____________________.

    


    “Peer Group” means
Campbell Soup Co., ConAgra Foods, Inc., General Mills, Inc., H. J. Heinz Co.,
Hershey Foods Corporation, Kellogg Company, McCormick & Company, Inc., Sara
Lee Corporation, Smithfield Foods, Inc., Pilgrim’s Pride Corp. and Hormel Foods
Corporation.  If one or more members of the Peer Group ceases to be
the surviving entity in a corporate transaction, the successor entity shall
replace the entity which has ceased to exist provided that the primary business
of the successor entity and its affiliates is in substantially the same lines of
business as the Company.  If a member of the Peer Group (a) ceases to
have any class of securities registered under the Securities Exchange Act of
1934; (b) ceases to exist in circumstances where there is no successor entity or
where the primary business of the successor entity and its affiliates is not in
substantially the same lines of business as the Company; or (c) becomes
bankrupt, that member of the Peer Group shall be deleted as a member of the Peer
Group and shall not be counted for purposes of measuring satisfaction of the
benchmarks provided in Section 1.2 and said benchmarks shall be reduced
accordingly.

    


    “Peer Group Goals”
means the performance measures specified in Section 1.2.

    


    “Performance Period”
means the period beginning as of the Award Date and ending on the Measurement
Date.

    


    “Stock” means the
shares of the Class A Common Stock of the Company granted as performance stock
under this Award.

    


    “Stock Price
Comparison” means the comparison of the Company’s Stock price against the
stock price for each of the Peer Group companies, each as reported in The Wall Street
Journal.  Such comparison shall begin with the closing price
for the Company’s Stock and the stock of each of the Peer Group companies on
______________________and end with the average closing price of each company’s
stock for the thirty (30) trading days ending on the Measurement
Date.

    


    


    IN
WITNESS WHEREOF, the Company has executed this Award as of the date set forth
below.

    


    


    
      	 
      	
              TYSON
      FOODS, INC.:

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Title: