exhibit_1034.htm


    
      

      

    

    THIRD
AMENDMENT

    TO
THE

    TYSON
FOODS, INC. 2000 STOCK INCENTIVE PLAN

    (AS
AMENDED AND RESTATED EFFECTIVE NOVEMBER 19, 2004)

     

    THIS THIRD AMENDMENT is
made as of the 20th day
of November, 2009, by Tyson Foods, Inc., a corporation organized and existing
under the laws of the State of Delaware (hereinafter called the
“Company”).

     

    W
I
T
N
E
S
S
E
T
H:

     

    WHEREAS, the Company
maintains the Tyson Foods, Inc. 2000 Stock Incentive Plan (the “Plan”), as such
Plan was amended and restated effective November 19, 2004;

     

    WHEREAS, the Company now
desires to amend the Plan to allow the Plan to qualify as an employee share plan
under the laws of the United Kingdom in granting stock incentives to employees
of its United Kingdom-registered subsidiaries;

     

    WHEREAS, due to a change in
the accounting rules governing equity incentives, the Company now desires to
amend the Plan to remove the restriction that shares of employer stock must be
held for at least six months before they can be surrendered to satisfy the
exercise price of an option; and

     

    WHEREAS, the Board of
Directors of the Primary Sponsor has authorized and approved the adoption of
these amendments.

     

    NOW, THEREFORE, the Company
does hereby amend the Plan, effective as of the date hereof, as
follows:

     

    1.           By
deleting the existing Section 1.1(o) and substituting therefor the
following:

     

    “(o)  ‘Participant’
means an individual who receives a Stock Incentive hereunder; provided, however,
that for purposes of delivering Stock Incentives to persons located in the
United Kingdom, only an employee who is on the payroll and performs duties as a
bona fide employee of a United Kingdom-registered Affiliate shall be eligible to
be a Participant hereunder.”

     

    2.           By
deleting the existing Section 2.4 and substituting therefore the
following:

     

    “2.4           Eligibility
and Limits.  Stock Incentives may be granted only to officers,
employees, directors, consultants and other service providers of the Company or
any Affiliate of the Company; provided, however, that an Incentive Stock Option
may only be granted to an employee of the Company or any
Subsidiary.  In the case of Incentive Stock Options, the aggregate
Fair Market Value (determined as at the date an Incentive Stock Option is
granted) of Stock with respect to which stock options intended to meet the
requirements of Code Section 422 become exercisable for the first time by an
individual during any calendar year under all plans of the Company and its
Subsidiaries may not exceed $100,000; provided further, that if the limitation
is exceeded, the Incentive Stock Option(s) which cause the limitation to be
exceeded will be treated as Nonqualified Stock
Option(s).  Notwithstanding any of the foregoing to the contrary, for
purposes of delivering Stock Incentives to persons located in the United
Kingdom, only an employee who is on the payroll and performs duties as a bona
fide employee of a United Kingdom-registered Affiliate shall be eligible to be a
Participant hereunder.”

     

    3.           By
deleting the existing Section 3.2(c)(1) and substituting therefore the
following:

     

    “(1)           by
delivery to the Company of a number of shares of Stock owned by the holder
having an aggregate Fair Market Value of not less than the product of the
Exercise Price multiplied by the number of shares the Participant intends to
purchase upon exercise of the Option on the date of delivery;”

     

    Except as
specifically provided herein, the Plan shall remain in full force and effect as
prior to this Third Amendment.

     

    IN WITNESS
WHEREOF, the Company has caused this Third Amendment to be executed on the day
and year first above written.

     

    
      	 
      	 
      	
              TYSON
      FOODS, INC.

            
	 
      	 
      	 
      
	 
      	
              By:

            	
               
      /s/ Dennis Leatherby

            
	 
      	 
      	
               
      Dennis Leatherby

            
	 
      	
              Title:

            	
               
      Exec.
      Vice President and Chief

            
	 	 	
               
      Financial
      Officer

            


    

     

    
      	 
      	
              Attest:

            	 
      
	 
      	 
      	 
      
	
              By:

            	
               
      /s/ R. Read Hudson

            	 
      
	 
      	
               
      R. Read Hudson

            	 
      
	
              Title:

            	
               Secretary