exhibit_1041.htm


    
      

      

    

    
      TYSON
FOODS, INC.

      RESTRICTED
STOCK AGREEMENT

      


      


      


      THIS RESTRICTED STOCK AGREEMENT (the
“Agreement”) is made and entered into as of ______________ (the “Grant Date”), by and between
TYSON FOODS, INC., a Delaware corporation (the “Company”), and ________________ (the “Employee”) Personnel
Number _________________.

      


      Subject to the Additional Terms and
Conditions attached hereto and incorporated herein by reference as part of this
Agreement, the Company hereby awards as of the Grant Date to the Employee the
restricted shares (“Restricted Shares”) described below (the “Restricted Stock
Grant”) pursuant to the Tyson Foods, Inc. 2000 Stock Incentive Plan (the “Stock
Plan”) in consideration of the Employee’s services to be rendered on behalf of
the Company as contemplated by the terms of Employee’s most current Employment
Agreement with the Company (the “Employment Agreement”).

      


      


      
        	
                 
      

              	
                A.

              	
                Grant
      Date:  ______________, 200_

              


      

      


      
        	
                 
      

              	
                B.

              	
                Restricted
      Shares: _________ shares of
      the Company’s Class A common stock, par value $.10 per share (“Common
      Stock”).

              


      

      


      
        	
                 
      

              	
                C.

              	
                Vesting
      Schedule:  The Restricted Shares shall vest according to
      the Vesting Schedule attached hereto as Schedule 1.  The
      Restricted Shares which have become vested pursuant to the Vesting
      Schedule are herein referred to as the “Vested Restricted
      Shares.”

              


      

      


      


      IN WITNESS WHEREOF, the Company has
executed this Agreement as of the Grant Date set forth above.

      


       

      
        
          	 
      	
                  TYSON
      FOODS, INC.:

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                   

                
	 
      	
                  Title:

                	
                   

                


        

      

      
                                             

      
 


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      ADDITIONAL
TERMS AND CONDITIONS OF

      TYSON
FOODS, INC.

      RESTRICTED
STOCK AGREEMENT

      


      1.           Restricted Shares Held in
Stock Plan Name.  The Restricted Shares shall be issued in the
name of the Stock Plan and held for the account and benefit of the
Employee.  The Committee (as defined in the Stock Plan) shall cause
periodic statements of account to be delivered to the Employee, at such time or
times as the Committee may determine in its sole discretion, showing the number
of Restricted Shares held by the Stock Plan on behalf of the
Employee.  Subject to other Additional Terms and Conditions, and the
terms of the Employment Agreement, the Committee shall cause one or more
certificates to be delivered to the Employee as soon as administratively
practicable following the date that all or any portion of the Restricted Shares
become Vested Restricted Shares.

      


      2.           Condition to Delivery of
Vested Restricted Shares.

      


      
        	
                (a)

              	
                If
      Employee makes a timely election pursuant to Section 83(b) of the Internal
      Revenue Code, as a condition to receiving the Vested Restricted Shares
      Employee must deliver to the Company, within thirty (30) days of making
      the election pursuant to said Section 83(b) as to all or any portion of
      the Restricted Shares, either cash or a certified check payable to the
      Company in the amount of all of the tax withholding obligations (whether
      federal, state or local), imposed on the Company by reason of the making
      of an election pursuant to said Section
83(b),

              


      

      


      
        	
                (b)

              	
                If
      the Employee does not make a timely election pursuant to Section 83(b) of
      the Internal Revenue Code as to all of the Restricted Shares, the Employee
      may notify the Company in writing, which notice must be received by the
      Company at least thirty (30) days prior to the date Restricted Shares
      become Vested Restricted Shares (or such later date as the Committee may
      permit), that the Employee wishes to pay in cash all of the tax
      withholding obligations (whether federal, state or local) imposed on the
      Company by reason of the vesting of some or all of the Restricted
      Shares.  As a condition to receiving the Vested Restricted
      Shares, Employee must deliver to the Company no later than three (3)
      business days of the vesting either cash or a certified check payable to
      the Company in the amount of all of the tax withholding obligations
      (whether federal, state or local) imposed on the Company by reason of the
      vesting of the Vested Restricted Shares to which the election
      applies.

              


      

      


      
        	
                (c)

              	
                If
      the Employee does not make a timely election pursuant to Section 83(b) of
      the Internal Revenue Code as provided in Section 2(a), or deliver a timely
      election to make a  supplemental payment with cash or by
      certified check for tax withholding obligations as provided in Section
      2(b) as to all or a portion of the Vested Restricted Shares, Employee will
      be deemed to have elected to have the actual number of Vested Restricted
      Shares reduced by the smallest number of whole shares of Common Stock
      which, when multiplied by the fair market value of the Common Stock, as
      determined by the Committee, on the date of the vesting event is
      sufficient to satisfy the amount of the tax withholding obligations
      imposed on the Company by reason of the vesting of the such Vested
      Restricted Shares (the “Withholding Election”).  Employee
      understands and agrees that Employee’s acceptance of this Restricted Stock
      Grant will be deemed to be Employee’s election to make a Withholding
      Election pursuant to this Section 2 and such other consistent terms and
      conditions prescribed by the
Committee.

              


      

      


      
        	
                (d)

              	
                The
      Committee reserves the right to give no effect to a Withholding Election
      in which case the Employee will remain obligated as a condition to
      receiving the Vested Restricted Shares to satisfy applicable tax
      withholding obligations with cash or by a certified check in the manner
      provided by the Committee.  If the Committee elects not to give
      effect to the Withholding Election, it shall provide the Employee with
      written notice reasonably in advance of the applicable vesting
      event.

              


      

      


      3.           Rights as
Stockholder.  Employee, or his permitted
transferee under Section 4(d) below, shall have no rights as a stockholder with
respect to the Restricted Shares until a stock certificate for the shares is
issued in the name of the Stock Plan on the Employee’s behalf.  Once
any such stock certificate is issued and during the period that the Stock Plan
holds the Restricted Shares, Employee shall be entitled to all rights associated
with the ownership of shares of Common Stock not so held, except as follows: (a)
if additional shares of Common Stock become issuable to Employee with respect to
Restricted Shares due to an event described in Section 6 below, any stock
certificate representing such shares shall be issued in the name of the Stock
Plan and delivered to the Committee or its representative and those shares of
Common Stock shall be treated as additional Restricted Shares and shall be
subject to forfeiture to the same extent as the shares of Restricted Shares to
which they relate; (b) if cash dividends are paid on any shares of Common Stock
subject to the terms of this Agreement, those dividends shall be reinvested in
shares of Common Stock and any stock certificate representing such shares shall
be issued in the name of the Stock Plan and delivered to the Committee or its
representative and those shares of Common Stock shall be treated as additional
Restricted Shares and shall be subject to forfeiture to the same extent as any
other Restricted Shares; and (c) Employee shall have no rights inconsistent with
the terms of this Agreement, such as the restrictions on transfer described in
Section 4 below.  Employee shall be entitled to vote all Restricted
Shares following issuance of the stock certificate representing those
shares.

      


      4.           Vesting, Forfeiture and
Restrictions on Transfer of Restricted Shares.

      


      (a)           Generally.  Those
Restricted Shares which have become Vested Restricted Shares pursuant to the
Vesting Schedule shall be considered as fully earned by the Employee, subject to
the further provisions of this Section 4 and any provisions of the Employment
Agreement, as applicable, and the Company shall deliver certificates to the
Employee as soon as administratively practicable following the Vesting Date or
other vesting event and the payment of any required taxes pursuant to the terms
of Section 2.  Any Restricted Shares which do not become Vested
Restricted Shares in accordance with the Vesting Schedule or the provisions of
this Section 4 as of the Employee’s Termination of Employment (as defined in the
Stock Plan) with the Company and/or its affiliates will be forfeited back to the
Company.

      


      
        	
                 
      

              	
                (b)

              	
                Forfeitures upon
      Termination of Employment.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Termination by
      Employee.  Except as provided in Sections 4(b)(iii) and
      (iv), upon a Termination of Employment prior to the Vesting Date effected
      by the Employee for any reason all Restricted Shares shall be forfeited as
      of the effective date of such Termination of
  Employment.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Termination by Company
      Other Than for Cause.  Upon a Termination of Employment
      prior to the Vesting Date effected by the Company for any reason other
      than Cause (as described in Section 4(b)(v)), upon the Employee’s
      execution of a Separation Agreement and General Release in favor of the
      Company after the date of termination the Employee shall become vested in
      the following number of Restricted
Shares:

              


      

      
        	
                (A)  

              	
                If
      less than one-third (1/3) of the period between the Grant Date and the
      Vesting Date shown on Schedule 1 has elapsed all the Restricted Shares
      will be forfeited;

              


      

      
        	
                (B)  

              	
                If
      at least one-third (1/3) but less than two-thirds (2/3s) of the period
      between the Grant Date and the Vesting Date shown on Schedule 1 has
      elapsed the number of Restricted Shares that become Vested Restricted
      Shares pursuant to this Section 4(b)(ii)(B) shall be the number that bears
      the same relation to all Restricted Shares as (1) the number of full
      calendar months elapsed from the Grant Date to the last date of Employee’s
      employment bears to (2) the number of full calendar months between the
      Grant Date and the Vesting Date, and the remaining Restricted Shares shall
      be forfeited; and

              


      

      
        	
                (C)  

              	
                If
      at least two-thirds (2/3s) of the period between the Grant Date and
      Vesting Date has elapsed, all of the Restricted Shares shall fully vest
      and become Vested Restricted
Shares.

              


      

      The
Vested Restricted Shares shall be delivered within thirty (30) days from the
date of the Employee’s execution of a Separation Agreement and General Release
in favor of the Company.  Notwithstanding the foregoing provisions of
this Section 4(b)(ii), if the Employee refuses to sign, or elects to revoke
during any permitted revocation period, the Separation Agreement and General
Release, then the vesting of any Restricted Shares pursuant to this Section
4(b)(ii) shall not occur and all Restricted Shares shall be
forfeited.

      


      (iii)           Retirement.  Upon
the Employee’s voluntary Termination of Employment prior to the Vesting Date on
or after attaining age 62, (A) if the last date of Employee’s employment is
twelve (12) months or less from the Grant Date, all Restricted Shares shall be
forfeited; or (B) if the last date of Employee’s employment is at least twelve
(12) months and one day from the Grant Date, all of the Restricted Shares shall
vest and become Vested Restricted Shares.  The Restricted Shares that
vest in accordance with Clause (B) of this Section 4(b)(iii) shall become Vested
Restricted Shares as of the last date of Employee’s employment
..  Vested Restricted Shares shall be delivered within thirty (30) days
after the vesting event.

      


      (iv)           Death or
Disability.  Upon the Employee’s Termination of Employment
prior to the Vesting Date due to death or disability, all of the Restricted
Shares shall vest and become Vested Restricted Shares on the last date of
Employee’s employment.  Vested Restricted Shares shall be delivered
within thirty (30) days after the vesting event.

      


      
        	
                 
      

              	
                (v)

              	
                Termination by Company
      for Cause.  Upon a Termination of Employment prior to the
      Vesting Date effected by the Company for Cause (as defined in Employment
      Agreement), all Restricted Shares shall be forfeited as of the effective
      date of such termination of
employment.

              


      

      


      (c)           Certain Breaches of
Employment Agreement. Notwithstanding anything to the contrary herein,
if, at any time, the Company determines that the Employee has breached any of
the terms, provisions and restrictions imposed upon Employee under the
Employment Agreement, all of the Restricted Shares, including any Restricted
Shares that have become Vested Restricted Shares, shall be
forfeited.  Such forfeiture shall occur without limiting the Company’s
other rights and remedies available under the Employment Agreement.

      


      
        	
                (d)

              	
                Restrictions on
      Transfer of Restricted Shares.  Employee shall effect no
      disposition of Restricted Shares prior to the date that an unrestricted
      certificate for Vested Restricted Shares in his name is delivered to him
      by the Committee; provided, however, that this provision shall not
      preclude a transfer by will or the laws of descent and distribution in the
      event of the death of the Employee.

              


      

      


      (e)           Legends.  Employee
agrees that the Company may endorse any certificates for Restricted Shares or
Vested Restricted Shares with such legends to reflect the restrictions provided
for herein or otherwise required by applicable federal or state securities
laws.  The Company need not register a transfer of the Restricted
Shares and may also instruct its transfer agent not to register the transfer of
the Restricted Shares unless the conditions specified in any legends are
satisfied.

      


      5.           Removal of Legend and
Transfer Restrictions.  Any restrictive legends and any related
stop transfer instructions may be removed at the direction of the Committee and
the Company shall issue necessary replacement certificates without that portion
of the legend to the Employee as of the date that the Committee determines that
such legend(s) and/or instructions are no longer applicable.

      


      6.           Change in
Capitalization.

      


      
        	
                (a)

              	
                The
      number and kind of Restricted Shares shall be proportionately adjusted to
      reflect a merger, consolidation, reorganization, recapitalization,
      reincorporation, stock split, stock dividend (in excess of two percent
      (2%)) or other change in the capital structure of the Company in
      accordance with the terms of the Stock Plan. All adjustments made by the
      Committee under this Section shall be final, binding, and conclusive upon
      all parties.

              


      

      


      
        	
                (b)

              	
                The
      existence of the Stock Plan and the Restricted Stock Grant shall not
      affect the right or power of the Company to make or authorize any
      adjustment, reclassification, reorganization or other change in its
      capital or business structure, any merger or consolidation of the Company,
      any issue of debt or equity securities having preferences or priorities as
      to the Common Stock or the rights thereof, the dissolution or liquidation
      of the Company, any sale or transfer of all or part of its business or
      assets, or any other corporate act or
  proceeding.

              


      

      


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

      


      8.           Successors.  This
Agreement shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors, and permitted assigns of the parties.

      


      9.           Notice.  Except
as otherwise specified herein, all notices and other communications under this
Agreement 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.  Any party may designate
any other address to which notices shall be sent by giving notice of the address
to the other parties in the same manner as provided herein.

      


      10.           Severability.  In
the event that any one or more of the provisions or portion thereof contained in
this Agreement 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 Agreement, and this Agreement shall be construed as
if the invalid, illegal or unenforceable provision or portion thereof had never
been contained herein.

      


      11.           Entire
Agreement.  Subject to the terms and conditions of the Stock
Plan, and the applicable provisions of the Employment Agreement, this Agreement
expresses the entire understanding and agreement of the parties with respect to
the subject matter.  In the event of any conflict between the
provisions of the Stock Plan and the terms of this Agreement, the provisions of
the Stock Plan will control.  The Restricted Stock Grant has been made
pursuant to the Stock Plan and an administrative record is maintained by the
Committee indicating under which plan the Restricted Stock Grant is
authorized.

      


      12.           Violation.  Any
disposition of the Restricted Shares or any portion thereof shall be a violation
of the terms of this Agreement and shall be void and without
effect.

      


      13.           Headings.  Paragraph
headings used herein are for convenience of reference only and shall not be
considered in construing this Agreement.

      


      14.           Specific
Performance.  In the event of any actual or threatened default
in, or breach of, any of the terms, conditions and provisions of this Agreement,
the party or parties who are thereby aggrieved shall have the right to specific
performance and injunction in addition to any and all other rights and remedies
at law or in equity, and all such rights and remedies shall be
cumulative.

      


      15.           No Right to Continued
Retention.  Neither the establishment of the Stock Plan nor the
award of Restricted Shares hereunder shall be construed as giving Employee the
right to a continued service relationship with the Company or an
affiliate.

      


      16.           Definitions.  Any
terms which are capitalized herein but not defined herein shall have the meaning
set forth in the Stock Plan.

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
1

      TO
TYSON FOODS, INC.

      RESTRICTED
STOCK GRANT

      


      Vesting
Schedule

      


      
        	
                A.

              	
                Provided
      that the Employee continues to be employed by the Company or any affiliate
      on the applicable Vesting Date described in this Part A, the Restricted
      Shares shall become Vested Restricted Shares as
  follows:

              


      

      


      Percentage
of Shares

      Which are Vested Restricted
Shares                                                                              Vesting
Date

      


      100%                                               ___________________

      


      Notwithstanding
the foregoing, the events described in Sections 4(b)(ii), (iii) and (iv) of the
Additional Terms and Conditions to the Agreement, and the change of control
provisions of the Employment Agreement, provide for accelerated vesting of all
or a portion of the Restricted Shares to the extent and in the manner described
by such provisions.  Except as otherwise provided in Sections
4(b)(ii), (iii) or (iv) of the Additional Terms and Conditions to the Agreement,
and the change of control provisions of the Employment Agreement, all Restricted
Shares shall be forfeited if the Employee experiences a Termination of
Employment prior to the Vesting Date.

      


      
        	
                B.

              	
                The
      provisions of this Vesting Schedule are subject to, and limited by, all
      applicable provisions of the
Agreement