exhibit_1022.htm


    
      

      

    

    EMPLOYMENT
AGREEMENT

    


    This Employment Agreement (the
“Agreement”), effective the 5th day of October, 2009 (the
“Effective Date”), by and between Tyson Foods, Inc., a Delaware corporation
(“Company”), and any of its subsidiaries and affiliates (hereinafter
collectively referred to as “Employer”), and Kenneth J Kimbro, Persn
XXXXXX (hereinafter referred to as “Employee”).

    


    WITNESSETH:

    WHEREAS,
Employer is engaged in a very competitive business, where the development and
retention of extensive trade secrets and proprietary information is critical to
future business success; and

    WHEREAS,
Employee, by virtue of Employee’s employment with Employer, is involved in the
development of, and has access to, this critical business information, and, if
such information were to get into the hands of competitors of Employer, Employee
could do substantial business harm to Employer; and

    WHEREAS,
Employer has advised Employee that agreement to the terms of this Agreement, and
specifically the non-compete and non-solicitation sections, is an integral part
of this Agreement, and Employee acknowledges the importance of the non-compete
and non-solicitation sections, and having reviewed the Agreement as a whole, is
willing to commit to the restrictions as set forth herein;

    NOW,
THEREFORE, Employer and Employee, in consideration of the above and the terms
and conditions contained herein, hereby mutually agree as follows:

    1.           Duties.  Employee
shall perform the duties of SVP & Chief HR
Officer or shall serve in such other capacity and with such other duties
for Employer as Employer shall from time to time prescribe.  Employee
shall perform all such duties with diligence and
thoroughness.  Employee shall be subject to and comply with all rules,
policies, procedures, supervision and direction of Employer in all matters
related to the performance of Employee’s duties.

    2.           Term of
Employment.  The term of employment hereunder shall be for a
period of three (3) years, commencing on the Effective Date and terminating on
the third anniversary of the Effective Date, unless terminated prior thereto in
accordance with the provisions of this Agreement (the period from the Effective
Date to the earlier of the third anniversary of the Effective Date or any
earlier termination of employment is referred to herein as the “Period of
Employment”).  Notwithstanding the expiration of the Period of
Employment, regardless of the reason, and in addition to other obligations that
survive the Period of Employment, the obligations of Employee under Sections 8
(b), (c), (d), (e), (f), (g), (h), and (i) shall continue in effect after the
Period of Employment for the time periods specified in these
sections.

    3.           Compensation.  For
the services to be performed hereunder, Employee shall be compensated by
Employer during the Period of Employment at the rate of not less than Four hundred thirty thousand
dollars and 00/100 ($430,000.00) per year
payable in accordance with Employer’s payroll practices, and in addition may
receive awards under Employer’s annual bonus plan then in effect, subject to the
discretion of the senior management of Employer.  Such compensation
will be subject to review from time to time when salaries of other officers and
managers of Employer are reviewed for consideration of increases
thereof.

     

    4.           Participation in Benefit
Programs.  Employee shall be entitled to participate in any
benefit programs generally applicable to employees of Employer adopted by
Employer from time to time.  All expenses for which Employee may be
eligible for reimbursement and all in-kind benefits Employee may receive
pursuant to this Section 4 must be incurred by or provided to, as applicable,
the Employee during the Period of Employment for the Employee to be eligible for
the reimbursement or the in-kind benefit.  All taxable reimbursements
shall be paid as soon as administratively practicable, but in no event shall any
reimbursement be paid after the last day of the taxable year following the
taxable year in which the expense was incurred, nor shall the amount of taxable,
reimbursable expenses incurred or in-kind benefits provided in one taxable year
affect the expenses eligible for reimbursement or the in-kind benefits provided,
as applicable, in any other taxable year.  The right to a taxable
reimbursement or an in-kind benefit under this Agreement will not be subject to
liquidation or exchange for another benefit.

     

    5.           Limitation on Outside
Activities.  Employee shall devote Employee’s full employment
energies, interest, abilities and time to the performance of Employee’s
obligations hereunder and shall not, without the written consent of the Chief
Executive Officer or the General Counsel of the Employer, render to others any
service of any kind or engage in any activity which conflicts or interferes with
the performance of Employee’s duties hereunder.

    6.           Ownership of Employee’s
Inventions.  All ideas, inventions, and other developments or
improvements conceived by Employee, alone or with others, during Employee’s
Period of Employment, whether or not during working hours, (i) that are within
the scope of the business operations of Employer, (ii) that were developed at
the direction of the Employer, or (iii) that relate to any of the work or
projects of the Employer, are the exclusive property of
Employer.  Employee agrees to assist Employer, at Employer’s expense,
to obtain patents on any such patentable ideas, inventions, and other
developments, and agrees to execute all documents necessary to obtain such
patents in the name of the Employer.

    
      	
              7.  

            	
              Termination.

            


    

    (a)           Voluntary
Termination. Employee may terminate
Employee’s employment, including Employee’s retirement, pursuant to this
Agreement at any time by not less than ninety (90) days prior written notice to
Employer.  Upon receipt of such notice, Employer shall have the right,
at its sole discretion, to accelerate Employee’s date of termination at any time
during said notice period.  Employee shall not be entitled to any
compensation from Employer for any period beyond Employee’s actual date of
termination, and Employee’s Stock Options and Restricted Stock (each as
hereinafter defined) shall be treated as provided in the award agreements
pursuant to which such rights were granted. Employee shall not be entitled to a
bonus for the fiscal year of the Employer in which such termination
occurs.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)           Involuntary Termination
Without Cause.  Employer shall be entitled, at its election and
without Cause (as defined in Section 7(c)), to terminate Employee’s employment
pursuant to this Agreement upon written notice to Employee.  Subject
to the limitations of Section 7(e), upon a termination by Employer without Cause
pursuant to this Section 7(b), Employer shall continue to pay Employee at
Employee’s current base salary, paid in the manner provided in Section 3 above,
for a period commencing with the separation from service (within the meaning of
Section 409A of the Internal Revenue Code and the regulations thereunder, and
which occurs on or after the effective date of the termination), and continuing
for a period of eighteen (18) months after the date of the separation from
service.  Employer shall treat Employee’s Stock Options and Restricted
Stock as provided in the award agreements pursuant to which such equity rights
were granted.  Employee shall not be entitled to any bonus for the
fiscal year of the Employer in which such termination by Employer
occurs.

    The Employee’s eligibility to receive
benefits under this Section 7(b) shall be conditioned upon (i) the Employee’s
execution of a General Release and Separation Agreement, and (ii) the General
Release and Separation Agreement becoming effective after the lapse of any
permitted or required revocation period without the
associated  revocation rights being exercised by
Employee.  The obligation to continue base salary shall accrue from
the date of the termination by Employer and, if the release is signed and not
revoked, payments shall commence by the later of (1) the end of the revocation
period provided pursuant to the terms of the release agreement (but no later
than the sixtieth (60th) day
following the Employee’s termination by Employer) or (2) the effective date of
the separation from service, with any accrued but unpaid base salary
continuation being paid on the date of the first payment.

    (c)           Involuntary Termination With
Cause.                                                                Employer
may, at its sole and absolute discretion, terminate this Agreement and
Employee’s Period of Employment hereunder for Cause (defined below) without any
payment, liability or other obligation.  As used herein, the term
"Cause" shall mean (i) willful malfeasance or willful misconduct committed by
Employee in connection with Employee’s performance of Employee’s duties
hereunder which results in damage or injury to the Employer; (ii) gross
negligence committed by Employee in connection with the performance of
Employee’s duties hereunder which results in damage or injury to the Employer;
(iii) any willful and material breach by Employee of Section 8 of this
Agreement, as determined in the Employer’s sole discretion; or (iv) the
conviction of Employee of a felony or job-related misdemeanor.

    (d)           Death or Incapacity.
 If Employee is
unable to perform Employee’s duties pursuant to this Agreement by reason of
Disability (defined below), Employer may terminate Employee’s employment
pursuant to this Agreement by thirty (30) days written notice to
Employee.  If Employee is unable to perform Employee’s duties pursuant
to this Agreement by reason of death, this Agreement shall immediately
terminate.  Employee’s Stock Options and Restricted Stock in the event
of a termination under this section shall be treated as provided in the award
agreements pursuant to which such equity rights were granted.  In the
event of Employee’s death or Disability, Employee, or Employee’s estate, as
applicable, shall receive a prorated bonus for the portion of time worked during
the fiscal year of the Employer in which termination under this Section 7(d)
occurs, based upon the bonus received by Employee during the immediately prior
fiscal year.  The prorated bonus amount shall be paid in a lump sum
within thirty (30) days following the date of the Employee’s death or
determination of Disability status, as applicable.  For purposes of
this Section 7(d), “Disability” means the Employee (i) is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months; or
(ii) is receiving income or replacement benefits for a period of not less than
three (3) months under an accidental or health plan covering employees of the
Employer due to
any medically determinable mental or physical impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than twelve (12) months.  Any determination of the Employee’s
disability status under Section 7(d)(i) shall be supported by the written
opinion of a physician competent in the branch of medicine to which such
disability relates.

     (e)           Temporary Suspension or
Limitation of Payments. 

    (i) Notwithstanding
the foregoing, if the Employee is a “specified employee” within the meaning of
Section 409A of the Internal Revenue Code (and the regulations thereunder) at
the date of Employee’s separation from service, to the extent that all or a
portion of any payments due under Section 7 of this Agreement (including,
without limitation the payment of any salary continuation) exceeds the amount,
if any, that can be paid as separation pay that does not constitute a deferral
of compensation under Section 409A of the Internal Revenue Code (and the
regulations thereunder), or that otherwise can be paid without resulting in a
failure under Section 409A(a)(1) of the Internal Revenue Code, payment shall be
delayed until the later of six (6) months after the separation from service or
the date the payment would otherwise be made under Section 7.  Any payments
that are so delayed shall be paid in one lump sum during the seventh month
following the date of the Employee’s separation from service. 

    (ii) Notwithstanding
the foregoing, if the total payments to be paid to the Employee pursuant to
Section 7, along with any other payments to the Employee by the Employer, would
result in the Employee being subject to the excise tax imposed by Section 4999
of the Internal Revenue Code, the Employer shall reduce the aggregate payments
to the largest amount which can be paid to the Employee without triggering the
excise tax, but only if and to the extent that such reduction would result in
the Employee retaining larger aggregate after-tax payments.  The
determination of the excise tax and the aggregate after-tax payments to be
received by the Employee will be made by the Employer.  If payments
are to be reduced, the payments made latest in time will be reduced first and if
payments are to be made at the same time, non-cash payments will be reduced
before cash payments.

     

        8.           Additional Compensation,
Confidential Information, Trade Secrets, Limitations on Solicitation and
Non-Compete Clause.

    (a)           Employee
shall receive, in addition to all regular compensation for services as described
in Section 3 of this Agreement, as additional consideration for signing this
Agreement and for agreeing to abide and be bound by the terms, provisions and
restrictions of this Section 8, the following:

    (i)           An
award of 16,639.6104 shares of
Tyson Foods, Inc. Class A Common Stock (“Common Stock”) subject to the terms and
conditions of a restricted stock agreement currently in use by the Employer for
awards to employees generally (referred to herein as “Restricted
Stock”).

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii)           During
Employee’s Period of Employment, on grant dates to be specified by Employer
which Employer expects to be consistent with Employer’s past practices for
grants of options to employees generally, a grant of 50,400 options on
each such grant date to purchase shares of Common Stock (referred to herein as
“Stock Options”), subject to the terms and conditions of the Tyson Foods, Inc.
2000 Stock Incentive Plan or any subsequent equity plan adopted by the Employer
(“Stock Plan”), and the option grant agreement then in use on the date of grant
by the Employer for employees generally.

                          (b)           Employee
recognizes that, as a result of Employee’s employment with the Employer,
Employee has had and will continue to have access to confidential information in
multiple forms, electronic or otherwise, and such confidential information may
include, but is not limited to, trade secrets; proprietary information;
intellectual property; other documents, data, and information concerning
methods, processes, controls, techniques, formulas, production, distribution,
purchasing, financial analysis, returns and reports; information regarding other
employees as further discussed in Section 8(f); customer lists; supplier lists;
vendor lists; and other sensitive information and data regarding the customers,
suppliers, vendors, services, sales, pricing, and costs of Employer which is the
property of and integral to the operations and success of
Employer.  Employee agrees to be bound by the provisions of this
Section 8, which Employee agrees and acknowledges to be reasonable and necessary
to protect legitimate and important business interests and concerns of Employer
regarding such confidential information.  Employee acknowledges that
the information referred to above has independent economic value from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or
use.  Employee further acknowledges that Employer has taken all
reasonable steps under the circumstances to maintain the secrecy and/or
confidentiality of such information.

    (c)           Employee
agrees that Employee will not divulge to any person, nor use to the detriment of
Employer, nor use in any business or process of manufacture in Direct
Competition (defined is Section 8(e)) with Employer, at any time during Period
of Employment or thereafter, any of the trade secrets and/or other confidential
information of the Employer, whether in electronic form or otherwise, without
first obtaining the express written permission of Employer. A trade secret shall
include any information maintained as confidential and used by Employer in its
business, including but not limited to a formula, pattern, compilation, program,
device, method, technique or process that has value, actual or potential, from
its confidentiality and from not being readily ascertainable to others who could
also obtain value from such information.  For purposes of this Section
8, the compilation of information used by Employer in its business shall
include, without limitation, the identity of customers and suppliers and
information reflecting their interests, preferences, credit-worthiness, likely
receptivity to solicitation for participation in various transactions and
related information obtained during the course of Employee’s employment with
Employer.

    (d)           Employee
agrees that at the time of leaving the employ of Employer, Employee will deliver
to Employer, and not keep or deliver to anyone else, any and all originals and
copies, electronic or hard copy, of notebooks, memoranda, documents,
communications, and, in general, any and all materials relating to the business
of Employer, or constituting property of the Employer.  Employee
further agrees that Employee will not, directly or indirectly, request or advise
any customers or suppliers of Employer to withdraw, curtail or cancel its
business with Employer.

    (e)           Employee
agrees that during Employee’s Period of Employment and for a period of one (1)
year after the expiration of the Period of Employment (it is expressly
acknowledged that this clause is intended to survive the expiration of the
Period of Employment), Employee will not directly or indirectly, in the United
States, participate in any Position (defined below) in any business in Direct
Competition (defined below) with any business of the Employer.  The
term “Direct Competition,” as used in this section, shall mean any business that
directly competes against any line of business in which Employee was actively
engaged during Employee’s employment with the Employer.  The term
“Position,” as used in this section, includes a partner, director, holder of
more than 5% of the outstanding voting shares, principal, executive, officer,
manager or any employment or consulting position with an entity in Direct
Competition with Employer, where Employee performs any duties which are
substantially similar to those performed by the Employee during Employee’s
employment with Employer.  Employee acknowledges that a “substantially
similar” position shall include any employment or consulting position with an
entity in Direct Competition with Employer is one in which Employee might be
able to utilize the valuable, proprietary and confidential information to which
Employee was exposed during Employee’s employment with Employer.  It
is acknowledged and agreed that the scope of the clause as set forth above is
essential, because (i) a more restrictive definition of “Position” (e.g.
limiting it to the “same” position with a competitor) will subject the Employer
to serious, irreparable harm by allowing competitors to describe positions in
ways to evade the operation of this clause, and substantially restrict the
protection sought by Employer, and (ii) by allowing the Employee to escape the
application of this clause by accepting a position designated as a “lesser” or
“different” position with a competitor, the Employer is unable to restrict the
Employee from providing valuable information to such competing entity to the
harm of the Employer.

    (f)           Employee
recognizes that Employee possesses confidential information about other
employees of Employer relating to their education, experience, skills,
abilities, salary and benefits, and interpersonal relationships with customers
and suppliers of Employer.  Employee agrees that during Employee’s
Period of Employment hereunder, and for a period of three (3) years after the
expiration of the Period of Employment (it is expressly acknowledged that this
clause is intended to survive, if applicable, the expiration of the Period of
Employment), Employee shall not, directly or indirectly, solicit or contact any
employee or agent of Employer, with a view to or for the purposes of inducing or
encouraging such employee or agent to leave the employ of Employer, for the
purpose of being hired by Employee, any employer affiliated with Employee, or
any competitor of Employer.  Employee agrees that Employee will not
convey any such confidential information or trade secrets about other employees
to anyone.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g)           Employee
acknowledges that the restrictions contained in this Section 8 are reasonable
and necessary to protect Employer’s interest in this Agreement and that any
breach thereof will result in an irreparable injury to Employer for which
Employer has no adequate remedy at law.  Employee therefore agrees
that, in the event  Employee breaches any of the provisions contained
in this Section 8, Employer shall be authorized and entitled to seek from any
court of competent jurisdiction (i) a temporary restraining order, (ii)
preliminary and permanent injunctive relief,  (iii) an equitable
accounting of all profits or benefits arising out of such breach, (iv) direct,
incidental and consequential damages arising from such breach; and/or (v) all
reasonable legal fees and costs related to any actions taken by Employer to
enforce Section 8.

    (h)           Employer
and Employee have attempted to specify a reasonable period of time, a reasonable
area and reasonable restrictions to which this Section 8 shall
apply.  Employer and Employee agree that if a court or administrative
body should subsequently determine that the terms of this Section 8 are greater
than reasonably necessary to protect Employer’s interest, Employer agrees to
waive those terms which are found by a court or administrative body to be
greater than reasonably necessary to protect Employer’s interest and to request
that the court or administrative body reform this Agreement specifying a
reasonable period of time and such other reasonable restrictions as the court or
administrative body deems necessary.  Further, Employee agrees that
Employer shall have the right to amend or modify this Section 8 as necessary to
comport with the determination of any court or administrative body that such
Section in this or a similar agreement entered into by Employer with any other
officer or manager of Employer is greater than reasonably necessary to protect
Employer’s interest.

    (i)           Employee
further agrees that this Section 8, as well as Sections 11 and 12 relating to
choice of law and forum for resolution, are integral parts of this Agreement,
and that should a court fail or refuse to enforce the restrictions contained
herein in the manner expressly provided in Sections 8(a) through 8(h) above, the
Employer shall recover from Employee, and the court shall award to the Employer,
the consideration (or a pro-rata portion thereof to the extent these provisions
are enforced but the time frame is reduced beyond that specified above) provided
to and elected by Employee under the terms of Section 8(a) above (or the
monetary equivalent thereof), its cost and its reasonable attorney’s
fees.  Employee acknowledges that such award is not intended as
“liquidated damages” and is not exclusive to other remedies available to
Employer.  Instead such award is intended to ensure that Employee is
not unjustly enriched as a result of retaining contract benefits not earned by
Employee.

    9.           Modification.  This
Agreement contains all the terms and conditions agreed upon by the parties
hereto, and no other agreements, oral or otherwise, regarding the subject matter
of this Agreement shall be deemed to exist or bind either of the parties hereto,
except for any pre-employment confidentiality agreement that may exist between
the parties or any agreement or policy specifically referenced
herein.  This Agreement cannot be modified except by a writing signed
by both parties.

    10.           Assignment.  This
Agreement shall be binding upon Employee, Employee’s heirs, executors and
personal representatives and upon Employer, its successors and assigns. Employee
may not assign this Agreement, in whole or in part, without first obtaining the
written consent of the Chief Executive Officer of Employer.

    11.           Applicable
Law.  Employee acknowledges that this Agreement is performable
at various locations throughout the United States and specifically performable
wholly or partly within the State of Delaware and consents to the validity,
interpretation, performance and enforcement of this Agreement being governed by
the internal laws of said State of Delaware, without giving effect to the
conflict of laws provisions thereof.

    12.           Jurisdiction and Venue of
Disputes.  The courts of Washington County, Arkansas shall have
exclusive jurisdiction and be the venue of all disputes between the Employer and
Employee, whether such disputes arise from this Agreement or
otherwise.  In addition, Employee expressly waives any right Employee
may have to sue or be sued in the county of Employee’s residence and consents to
venue in Washington County, Arkansas.

     

    13.           Acceleration Upon a Change
in Control.  Upon the occurrence of a Change in Control
(defined below) the Restricted Stock and Stock Options that have been granted to
Employee pursuant to award agreements from the Employer under Section 8(a), or
which have otherwise been previously granted to Employee under an award
agreement from the Employer; and which awards are unvested at the time of the
Change in Control, will vest sixty (60) days after the Change in Control event
occurs (unless vesting earlier pursuant to the terms of an award
agreement).  If the Employee is terminated by the Employer without
Cause during such sixty (60) day period, all of the unvested Restricted Stock
and Stock Options granted pursuant to such award agreements will vest on the
date of termination.  For purposes of this Agreement, the term "Change
in Control" shall have the same meaning as the term "Change in Control" as set
forth in the Stock Plan; provided, however, that a Change in Control shall not
include any event as a result of which one or more of the following persons or
entities possess, immediately after such event, over fifty percent (50%) of the
combined voting power of the Employer or, if applicable, a successor entity: (a)
Don Tyson; (b) individuals related to Don Tyson by blood, marriage or adoption,
or the estate of any such individual; or (c) any entity (including, but not
limited to, a partnership, corporation, trust or limited liability company) in
which one or more individuals or estates described in clauses (a) and (b)
hereof possess over fifty percent (50%) of the combined voting power or
beneficial interests of such entity.  The Committee (as defined in the
Stock Plan) shall have the sole discretion to interpret the foregoing provisions
of this paragraph.  

     

               14.           Severability.  If,
for any reason, any one or more of the provisions contained in this Agreement
are held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.

    IN WITNESS WHEREOF, the parties hereto
have executed this Agreement effective as of the day and year first above
written.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EMPLOYEE
ACKNOWLEDGES EMPLOYEE HAS COMPLETELY READ THE ABOVE, HAS BEEN ADVISED TO
CONSIDER THIS AGREEMENT CAREFULLY, AND HAS BEEN FURTHER ADVISED TO REVIEW IT
WITH LEGAL COUNSEL OF EMPLOYEE’S CHOOSING BEFORE SIGNING.  EMPLOYEE
FURTHER ACKNOWLEDGES EMPLOYEE IS SIGNING THIS AGREEMENT VOLUNTARILY, AND WITHOUT
DURESS, COERCION, OR UNDUE INFLUENCE AND THEREBY AGREES TO ALL OF THE TERMS AND
CONDITIONS CONTAINED HEREIN.

    


    


    
      	 
      	 
      	
              /s/
      Kenneth Kimbro

            
	 
      	 
      	
              (Employee)

            
	 
      	 
      	 
      
	 
      	 
      	
              Springdale

            
	 
      	 
      	
              (Location)

            
	 
      	 
      	 
      
	 
      	 
      	
              10/05/09

            
	 
      	 
      	
              (Date)

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              Tyson
      Foods, Inc.

            
	 
      	 
      	 
      
	 
      	
              By

            	
              /s/
      Leland E. Tollett

            
	 
      	
              Title

            	
              CEO

            


    

    


    
 

    


    


    
      
        
        

      

      
        
        

        
          

        



    

    


    TYSON
FOODS, INC.

    RESTRICTED
STOCK AGREEMENT

    


    


    


    THIS RESTRICTED STOCK AGREEMENT (the
“Agreement”) is made and entered into as of October 5, 2009 (the
“Grant Date”), by and between TYSON FOODS, INC., a Delaware corporation (the
“Company”), and Kenneth J Kimbro (the
“Employee”) Personnel Number XXXXXX.

    


    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:  October 5,
      2009

            


    

    


    
      	
               
      

            	
              B.

            	
              Restricted
      Shares: 16,639.6104
      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:

            	
              /s/
      Leland E. Tollett

            
	 
      	
              Title:

            	
              Interim
      President & CEO

            


    

    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    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%                                                  October 5,
2012

    


    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