exhibit_1043.htm


    
      

      

    

    NONQUALIFIED
STOCK OPTION AWARD

    PURSUANT
TO THE TYSON FOODS, INC. 2000 STOCK INCENTIVE PLAN

    


    THIS
AWARD (the “Award”) is made as of the Grant Date by Tyson Foods, Inc., a
Delaware corporation (the “Company”), to the Team Member (the “Optionee”) listed
below, Personnel No. «Persno».  Upon and
subject to the Terms and Conditions applicable hereto and incorporated herein by
reference, the Company hereby awards as of the Grant Date to Optionee a
nonqualified stock option (the “Option”), as described below, to purchase the
Option Shares.

    


    


         «First_name___________»
«MI» «Last_name__________»

         «Street_and_house_number_______»

         «M_2nd_address_line__________»

         «City__________________»
«Rg»  «Postal_code»

    


     

    A.           Grant
Date:  

    


    B.           Type
of Option:  Nonqualified Stock Option.

    


    
      	
              C.

            	
              Plan
      under which granted:  Tyson Foods, Inc. 2000 Stock Incentive
      Plan (“Plan”).

            


    

    


    
      	
              D.

            	
              Option
      Shares:  All or any part of «TXT_Options» shares of
      the Company’s $.10 par value Class A common stock (the “Common Stock”),
      subject to adjustment as provided in the Terms and
    Conditions.

            


    

    


    
      	
              E.

            	
              Exercise
      Price: $___ per
      share, subject to adjustment as provided in the Terms and
      Conditions.

            


    

    


    
      	
              F.

            	
              Option
      Period:  The Option may be exercised only during the Option
      Period which commences on the Grant Date and ends, subject to earlier
      termination as provided in the Terms and Conditions, on the earliest of
      the following (a) the tenth (10th) anniversary of the Grant Date; (b)
      three months following the date the Optionee ceases to be an employee of
      the Company (including any Affiliate) for any reason other than death,
      Disability or, after attaining at least age 62, retirement; or (c) one (1)
      year following the date the Optionee ceases to be an employee of the
      Company (including any Affiliate) due to death, Disability or, after
      attaining at least age 62, retirement; provided, however, that the Option
      may only be exercised as to the vested Option Shares determined pursuant
      to the Vesting Schedule below.  Note that other restrictions
      to exercising the Option, as described in the Terms and Conditions, may
      apply.

            


    

    


    
      	
              G.

            	
              Vesting
      Schedule:  The Option Shares shall become vested Option Shares
      in the increasing percentages indicated below but only if the Optionee
      remains continuously employed by the Company or any Affiliate through the
      date indicated beside the applicable
percentage:

            


    

    


    
      	 
      	
              Percentage
      of option shares

            	 
      	
              Dates
      Upon Which

            
	 
      	
              Which are vested shares

            	 
      	
              Shares Become Vested
  Shares

            
	 
      	
              Zero
      (0)

            	 
      	
              Prior
      to First Anniversary of Grant Date

            
	 
      	
              One-third
      (1/3)

            	 
      	
              First
      Anniversary of Grant Date

            
	 
      	
              One-third
      (1/3)

            	 
      	
              Second
      Anniversary of Grant Date

            
	 
      	
              One-third
      (1/3)

            	 
      	
              Third
      Anniversary of Grant Date

            


    

    


    Notwithstanding
the foregoing, all unvested Option Shares shall become vested Option Shares
immediately upon the Optionee’s death, Disability or voluntary termination of
employment after attaining at least age 62.  Upon a Change in Control
(defined in Section 5(b) of the Terms and Conditions), all unvested Option
Shares granted under this Award, or any prior award of Option Shares from the
Company to the Optionee, shall become vested Option Shares sixty (60) days after
the Change in Control.

    


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

    


     

    
      	 
      	
              TYSON
      FOODS, INC.:

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Title:

            	
              President
      and CEO

            


    

    \

    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    NONQUALIFIED
STOCK OPTION AWARD

    PURSUANT
TO THE TYSON FOODS, INC. 2000 STOCK INCENTIVE PLAN

    


    THIS
AWARD (the “Award”) is made as of the Grant Date by Tyson Foods, Inc., a
Delaware corporation (the “Company”), to «First_name___________» «MI» «Last_name__________» (the
“Optionee”) Personnel No. «Persno».

    


    Upon and
subject to the Terms and Conditions applicable hereto and incorporated herein by
reference, the Company hereby awards as of the Grant Date to Optionee a
nonqualified stock option (the “Option”), as described below, to purchase the
Option Shares.

    


    A.           Grant
Date:

    


    B.           Type
of Option:  Nonqualified Stock Option.

    


    
      	
               
      

            	
              C.

            	
              Plan
      under which granted:  Tyson Foods, Inc. 2000 Stock Incentive
      Plan (“Plan”).

            


    

    


    
      	
               
      

            	
              D.

            	
              Option
      Shares:  All or any part of «TXT_Options» shares of
      the Company’s $.10 par value Class A common stock (the “Common Stock”),
      subject to adjustment as provided in the Terms and
    Conditions.

            


    

    


    
      	
               
      

            	
              E.

            	
              Exercise
      Price:  $_____ per share,
      subject to adjustment as provided in the Terms and
    Conditions.

            


    

    


    
      	
               
      

            	
              F.

            	
              Option
      Period:  The Option may be exercised only during the Option
      Period which commences on the Grant Date and ends, subject to earlier
      termination as provided in the Terms and Conditions, on the earliest of
      the following (a) the tenth (10th) anniversary of the Grant Date; (b)
      three months following the date the Optionee ceases to be an employee of
      the Company (including any Affiliate) for any reason other than death,
      Disability or, after attaining at least age 62, retirement; or (c) one (1)
      year following the date the Optionee ceases to be an employee of the
      Company (including any Affiliate) due to death, Disability or, after
      attaining at least age 62, retirement; provided, however, that the Option
      may only be exercised as to the vested Option Shares determined pursuant
      to the Vesting Schedule below.  Note that other restrictions
      to exercising the Option, as described in the Terms and Conditions, may
      apply.

            


    

    


    
      	
               
      

            	
              G.

            	
              Vesting
      Schedule:  The Option Shares shall become vested Option Shares
      in the increasing percentages indicated below but only if the Optionee
      remains continuously employed by the Company or any Affiliate through the
      date indicated beside the applicable
percentage:

            


    

    


    
      	 
      	
              Percentage
      of option shares

            	 
      	
              Dates
      Upon Which

            
	 
      	
              Which are vested shares

            	 
      	
              Shares Become Vested
  Shares

            
	 
      	
              Zero
      (0)

            	 
      	
              Prior
      to First Anniversary of Grant Date

            
	 
      	
              One-third
      (1/3)

            	 
      	
              First
      Anniversary of Grant Date

            
	 
      	
              One-third
      (1/3)

            	 
      	
              Second
      Anniversary of Grant Date

            
	 
      	
              One-third
      (1/3)

            	 
      	
              Third
      Anniversary of Grant Date

            


    

    


    Notwithstanding
the foregoing, all unvested Option Shares shall become vested Option Shares
immediately upon the Optionee’s death, Disability or voluntary termination of
employment after attaining at least age 62.If Optionee is involuntarily
terminated by the Company other than for Cause, all unvested Option Shares which
have been granted and outstanding for at least two years will fully vest upon
the Optionee’s execution of a Separation Agreement and General Release and such
Options will be exercisable for a period of three months from Optionee’s
termination date (but no later than the tenth anniversary of the Grant
Date).  Upon a Change in Control (defined in Section 5(b) of the Terms
and Conditions), all unvested Option Shares granted under this Award, or any
prior award of Option Shares from the Company to the Optionee, shall become
vested Option Shares sixty (60) days after the Change in Control.

    


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

    


    
      	 
      	
              TYSON
      FOODS, INC.:

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Title:

            	
              President
      and CEO

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    NONQUALIFIED
STOCK OPTION AWARD

    PURSUANT
TO THE TYSON FOODS, INC. 2000 STOCK INCENTIVE PLAN

    


    THIS
AWARD (the “Award”) is made as of the Grant Date by Tyson Foods, Inc., a
Delaware corporation (the “Company”), to «First_name___________» «MI» «Last_name__________» (the
“Optionee”) Personnel No. «Persno».

    


    Upon and
subject to the Terms and Conditions applicable hereto and incorporated herein by
reference, the Company hereby awards as of the Grant Date to Optionee a
nonqualified stock option (the “Option”), as described below, to purchase the
Option Shares.

    


    A.           Grant
Date:

    


    B.           Type
of Option:  Nonqualified Stock Option.

    


    
      	
               
      

            	
              C.

            	
              Plan
      under which granted:  Tyson Foods, Inc. 2000 Stock Incentive
      Plan (“Plan”).

            


    

    


    
      	
               
      

            	
              D.

            	
              Option
      Shares:  All or any part of «TXT_Options» shares of
      the Company’s $.10 par value Class A common stock (the “Common Stock”),
      subject to adjustment as provided in the Terms and
    Conditions.

            


    

    


    
      	
               
      

            	
              E.

            	
              Exercise
      Price:  $____ per share, subject
      to adjustment as provided in the Terms and
  Conditions.

            


    

    


    
      	
               
      

            	
              F.

            	
              Option
      Period:  The Option may be exercised only during the Option
      Period which commences on the Grant Date and ends, subject to earlier
      termination as provided in the Terms and Conditions, on the earliest of
      the following (a) the tenth (10th) anniversary of the Grant Date; (b)
      three months following the date the Optionee ceases to be an employee of
      the Company (including any Affiliate) for any reason other than death,
      Disability or, after attaining at least age 62, retirement; or (c) one (1)
      year following the date the Optionee ceases to be an employee of the
      Company (including any Affiliate) due to death, Disability or, after
      attaining at least age 62, retirement; provided, however, that the Option
      may only be exercised as to the vested Option Shares determined pursuant
      to the Vesting Schedule below.  Note that other restrictions
      to exercising the Option, as described in the Terms and Conditions, may
      apply.

            


    

    


    
      	
               
      

            	
              G.

            	
              Vesting
      Schedule:  The Option Shares shall become vested Option Shares
      in the increasing percentages indicated below but only if the Optionee
      remains continuously employed by the Company or any Affiliate through the
      date indicated beside the applicable
percentage:

            


    

    


    
      	 
      	
              Percentage
      of option shares

            	 
      	
              Dates
      Upon Which

            
	 
      	
              Which are vested shares

            	 
      	
              Shares Become Vested
  Shares

            
	 
      	
              Zero
      (0)

            	 
      	
              Prior
      to First Anniversary of Grant Date

            
	 
      	
              One-third
      (1/3)

            	 
      	
              First
      Anniversary of Grant Date

            
	 
      	
              One-third
      (1/3)

            	 
      	
              Second
      Anniversary of Grant Date

            
	 
      	
              One-third
      (1/3)

            	 
      	
              Third
      Anniversary of Grant Date

            


    

    


    Notwithstanding
the foregoing, all unvested Option Shares shall become vested Option Shares
immediately upon the Optionee’s death, Disability or voluntary termination of
employment after attaining at least age 62.  If Optionee is
involuntarily terminated by the Company other than for Cause, and such Optionee
meets the Rule of 70 (i.e., at least 55 years of age, and when age and years of
employment with the Company are added together the sum equals or exceeds 70),
any of Optionee’s non-vested Options awarded two or more years prior to the date
of termination shall vest upon the Optionee’s execution of a Separation
Agreement and General Release and such Options will be exercisable for a period
of three months from Optionee’s termination date (but no later than the tenth
anniversary of the Grant Date).  Upon a Change in Control (defined in
Section 5(b) of the Terms and Conditions), all unvested Option Shares granted
under this Award, or any prior award of Option Shares from the Company to the
Optionee,  shall become vested Option Shares sixty (60) days after the
Change in Control.

    


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

    


    
      	 
      	
              TYSON
      FOODS, INC.:

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Title:

            	
              President
      and CEO