Tyson Foods, Inc. (NYSE:TSN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CEO Transition. On November 17, 2016, the Board of Directors of
Tyson Foods, Inc. (together with its subsidiaries, the Company),
announced that, effective December 31, 2016, Tom Hayes will
become President and Chief Executive Officer (CEO) of the
Company. He is also joining the Board of Directors effective
immediately. Mr. Hayes was previously promoted to President on
June 13, 2016. Mr. Hayes is a 29-year veteran of the consumer
products industry. Prior to his role as President, Mr. Hayes was
the Chief Commercial Officer at the Company, overseeing all North
American sales, in addition to the food service prepared foods
line of business. In connection with his appointment to CEO, Mr.
Hayes entered into a second amended and restated employment
contract (the Hayes Contract).

The Hayes Contract provides for, among other things, an annual
base salary of $1,150,000, participation in the Companys annual
performance incentive programs on terms and in amounts as
determined by the Compensation and Leadership Development
Committee (CLDC), eligibility for equity awards under the
Companys equity incentive plans on terms and in amounts as
determined by the CLDC, and participation in the Companys benefit
plans. The Hayes Contract also provides that upon a termination
by the Company (other than for cause or by reason of death or
permanent disability) or if Mr. Hayes resigns for good reason,
the Company will pay Mr. Hayes an amount equal to two years of
his base salary and two times his target annual cash bonus, to be
paid out over two years, plus continued medical coverage for up
to 18 months. Additionally, Mr. Hayes is entitled to personal use
of Company-owned aircraft in a manner consistent with the
Companys policy governing aircraft use; for fiscal year 2017, the
CLDC has approved up to 50 hours of personal use by Mr. Hayes of
Company-owned aircraft. Current Company policy is to gross up for
tax purposes any approved personal use of Company-owned aircraft.
The Hayes Contract contains a non-competition restriction for a
period of 24 months post termination; the non-competition
restriction has been broadened and is longer than the
non-competition restriction contained in his previous contract
(previously it was for 12 months post termination.) The Hayes
Contract also contains a 36 month post-termination non-solicit
restriction.

The foregoing description is qualified by reference to the full
text of the Hayes Contract, which is filed as Exhibit 10.1
attached hereto and is incorporated by reference in its entirety
into this Item 5.02.

Mr. Hayes does not have any family relationships with any of the
Companys directors or executive officers and is not a party to
any transactions listed in Item 404(a) of Regulation S-K.

On November 21, 2016, the Board also announced that Donnie Smith
will step down as the CEO, effective December 31, 2016.
Previously, on June 13, 2016, Mr. Smith stepped down as the
Companys President. In connection with Mr. Smiths announced
departure, the Company and Mr. Smith entered into a transition,
non-compete and consulting agreement (the Smith Transition
Agreement). As part of the Smith Transition Agreement, Mr. Smith
has agreed to an expanded non-competition agreement which extends
the duration of his existing non-competition agreement from 12
months to 24 months post-termination. The Smith Transition
Agreement also contains a 36 month non-solicit restriction. to
the Smith Transition Agreement, Mr. Smith will receive severance
payments under the terms of his employment contract commensurate
with a termination without cause. These benefits include
continued payments of Mr. Smiths base salary for a period of
three years, vesting of his performance shares, on a pro-rata
basis determined by taking the total number of days Mr. Smith was
employed during the applicable performance period divided by the
total number of days of such performance period, but only to the
extent the performance criteria are satisfied. With respect to
stock options held by Mr. Smith at the date of his separation,
such grants will vest 50% at the time of Mr. Smiths separation.
In addition, with respect to restricted stock held by Mr. Smith
at the date of separation, such grants will vest 50% at the time
of Mr. Smiths separation. The Smith Transition Agreement also
contemplates a three year consulting term during which Mr. Smith
has agreed to provide consulting services to the Company as
requested by the Board or its designee or the CEO in exchange for
an annual fee of $2,300,000. The Board believes that entering
into such an arrangement is in the best interests of the Company
and will provide for a smooth and seamless transition of CEO
duties.

The foregoing description is qualified by reference to the full
text of the Smith Transition Agreement, which is filed as Exhibit
10.2 attached hereto and is incorporated by reference in its
entirety into this Item 5.02.

Item 9.01. Financial Statements and Exhibits

Exhibit No. Description