TYSON FOODS, INC.
EMPLOYEE STOCK PURCHASE PLAN
PURPOSE OF THE PLAN
The purpose of the Tyson Foods, Inc. Employee Stock Purchase Plan (the
"Plan") is to provide the employees of Tyson Foods, Inc. ("Tyson") and its
Participating Affiliates a convenient way to acquire shares of Tyson's
Class A Common Stock through periodic investment and thus maintain and
stimulate employee interest in the growth and profitability of Tyson by
means of an opportunity to share in a proprietary interest in Tyson.
ARTICLE I
Definitions
1.1 Affiliate. "Affiliate" shall include all wholly owned
subsidiaries of Tyson and any other entity which may be designated from
time to time as such by the Board of Directors of Tyson.
1.2 Base Earnings. "Base Earnings" means the amount of regular
salary or wages, including overtime payments, and commission payments, but
does not include discretionary and non-discretionary bonuses, or other
irregular payments made by an employer to an employee.
1.3 Committee. "Committee" shall mean the Administrative Committee
appointed by the Board of Directors of Tyson to carry out the purposes of
the Plan as set forth in Section 5.1 below.
1.4 Effective Date. The "Effective Date" of the Plan as it relates
to its extended term is October 1, 1989; however the Plan has been restated
effective December 7, 1990 to reflect amendments made which were effective
as of that date.
1.5 Employer. "Employer" means Tyson and all Participating
Affiliates.
1.6 Full-Time Employee. "Full-time Employee" means any person
(including a corporate officer) who is employed on a full-time basis in the
regular service of Tyson or one of its Affiliates; provided, however, such
term shall not include persons employed for temporary periods or for
temporary jobs. For purposes of this Plan, full time basis shall mean
regular employment of not less than 1,000 hours per calendar year.
1.7 Leave of Absence. "Leave of Absence" means absence from the
active service with Tyson or an Affiliate, with the permission of the
Employer, by reason of illness, military service, or for any other reason
as approved or allowed by the Employer's personnel policies. Such Leave of
Absence will not terminate an employee's Service, provided he returns to
active employment at the expiration of his leave in accordance with his
Employer's policy with respect to permitted absences. An employee whose
Service is terminated and who is subsequently re-employed by Tyson or an
Affiliate will, for all purposes of the Plan, be considered a new employee
as of the effective date of his re-employment.
1.8 Pay Period, Payday. "Pay Period" means the interval of a time
for which an employee regularly receives his compensation and "Payday"
means the day on which the employee regularly receives his compensation for
the Pay Period.
1.9 Participating Affiliate. "Participating Affiliate" means an
Affiliate which has adopted the Plan with the consent of the Board of
Directors of Tyson. If an organization which is or has become an Affiliate
ceases to be an Affiliate, such organization shall be deemed to have
withdrawn from participation in the Plan.
139
1.10 Payroll Deduction Agreement. The "Payroll Deduction Agreement"
shall be in a form specified by the Committee, shall direct the employee's
Employer to withhold from his paycheck a specified dollar amount or a
specified percentage of his Base Earnings to be used for the purchase of
Stock under this Plan, and shall list the participating employee's mailing
address and social security number.
1.11 Prevailing Market Price. The term "Prevailing Market Price"
shall mean:
(a) the actual purchase price if purchased in the open market;
or
(b) if treasury shares are purchased:
(i) if the Stock is not at the time listed or admitted to
trading on a stock exchange or in the over-the-counter market under the
National Association of Securities Dealers, Inc. Automated Quotation
System ("NASDAQ"), the Prevailing Market Price shall be the mean
between the lowest reported bid price and highest reported asked price
of the Stock on the date in question in the over-the-counter market,
as such prices are reported in a publication of general circulation
selected by Tyson and regularly reporting the market price of the
Stock in such market; or
(ii) If the Stock is at the time listed or admitted to
trading in the over-the-counter market under NASDAQ or on any stock
exchange, then the Prevailing Market Price shall be the reported closing
sale price of the Stock on the date in question on NASDAQ or on the
principal exchange on which the Stock is then listed or admitted
to trading, as the case may be. If no reported sale of Stock takes place
on the date in question, then the reported closing asked price of the Stock
on such date shall be determinative of Prevailing Market Price.
1.12 Service. "Service" means that period of continuous
uninterrupted employment with Tyson or any one or more of its Affiliates,
from the employee's first day of employment until his date of termination
of employment with all Affiliates. However, in the case of an Affiliate
which has been acquired by Tyson through the acquisition of substantially
all of the assets or all of the stock of the Affiliate, Service only shall
include employment subsequent to the later of (i) Tyson's consummation of
the acquisition the Affiliate or (ii) the date on which such Affiliate is
designated as a Participating Affiliate. Service with two or more
Affiliates during consecutive periods shall be considered continuous
service with one Affiliate.
1.13 Stock. All references herein to "Stock" shall mean shares of
Class A Common Stock of Tyson.
1.14 Termination of Service. "Termination of Service" means any
absence from the employment of Tyson or any Affiliate (including, but not
limited to, absences by reason of discharge or resignation) which is not
deemed a Leave of Absence as defined herein.
ARTICLE II
Eligibility to Participate
2.1 Eligibility. Except as provided below, each Full-Time Employee
of Tyson or of a Participating Affiliate who has completed sixty (60) days
of Service shall be eligible to participate in the Plan commencing on the
first Payday thereafter. However, any employee who is a member of a
collective bargaining unit and who is covered by a collective bargaining
agreement which does not provide for coverage of such employee under this
Plan shall not be eligible to participate in this Plan.
140
ARTICLE III
Employee Participation and Contributions
3.1 Voluntary, Non-Discriminatory Plan. Participation in this Plan
shall be voluntary and all employees who participate in the Plan shall have
the same rights and privileges under the Plan.
3.2 How an Employee Elects to Participate. Except as provided in
Sections 3.8 and 4.2 below, an eligible employee may elect to participate
in the Plan by executing a "Payroll Deduction Agreement" (within the time
period prescribed by the Committee) prior to the Payday on which the
employee will begin participation. By signing a Payroll Deduction
Agreement an employee will indicate his acceptance of the terms of this
Plan.
3.3 Limits on Contribution. The minimum payroll deduction shall be
one dollar ($1.00) per week and the maximum shall be twenty-five dollars
($25.00) per week, as the employee shall elect, or, in the alternative, the
minimum payroll deduction shall be 1% of Base Earnings and the maximum
shall be 10% of Base Earnings. At such times as permitted by the
Committee, an employee may increase or decrease his contribution under the
Plan by any multiple of one dollar or one percent; however, no employee may
contribute, in any one year, more than 10% of his Base Earnings or, if he
elects a payroll deduction of a specific dollar amount, $25.00 per week.
3.4 Voluntary Withdrawal from the Plan. An employee who remains
employed by an Employer may withdraw from the Plan by submitting a signed
written notice of cancellation of his Payroll Deduction Agreement to his
personnel department (within the time period prescribed by the Committee)
prior to the Payday for which cancellation is to be effective. Any
employee who so withdraws from the Plan shall be ineligible to renew his
participation for a period of six months from the date of cancellation of
his payroll deduction and will be entitled to withdraw his Stock from the
Plan only in accordance with Section 6.2.
3.5 Termination of Service Means Withdrawal from Plan. Upon an
employee's Termination of Service (as defined above), the employee will be
deemed to have withdrawn from the Plan as of the date of his Termination of
Service.
3.6 Effect of Employee's Withdrawal from Plan. On and after the
effective date of an employee's withdrawal from the Plan, no further
contribution under the Plan shall be permitted by or made for the employee,
except as may be provided pursuant to Sections 3.8 and 4.2 below.
3.7 Distributions from Plan Upon Termination of Service. Upon a
participating employee's Termination of Service for any reason, the
Committee shall obtain a share certificate representing the number of
shares of Stock to which the employee is entitled and shall send the share
certificate and a check for the sum of uninvested funds held to the credit
of such employee, by ordinary mail, to the address indicated on the
employee's Payroll Deduction Agreement, or otherwise to the employee's
mailing address last known to his Employer. Upon the death of a
participating employee and upon receipt by the Employer of proof of
identity and existence at the participating employee's death of a
beneficiary validly designated by him under the Plan, the Committee shall
obtain and forward the share certificate and check for uninvested funds in
the manner provided above to such beneficiary. In the event of the death
of a participating employee and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participating
employee's death, the committee shall obtain and forward such share
certificate and check for uninvested funds to the executor or administrator
of the estate of the participating employee, or if no such executor or
141
administrator has been appointed (to the knowledge of the Committee) the
Committee, in its discretion, may deliver such share certificate and check
to the spouse, if any, or otherwise equally to the surviving children of
the participating employee. No beneficiary shall, prior to the death of
the participating employee by whom he has been designated, acquire any
interest in the Tyson Stock or cash credited the participating employee
under the Plan.
3.8 Optional Employee Stock Contribution. Whether or not an eligible
employee elects to participate in the Plan in the manner provided in
Section 3.2 above, any eligible employee who received shares of Stock on or
after December 1, 1989 as a stock bonus from Tyson may contribute all (but
not less than all) of such shares to the Plan on or before December 31,
1991 and thereafter participate in the Plan. Also, the Committee shall
have the authority to permit from time to time contributions by eligible
employees of other shares of Stock, regardless of when and how acquired by
such employees. Such contributions shall be made in the manner prescribed
by the Committee. Contributed shares shall be held for the account of the
contributing participant (or combined with any existing account of the
participant) and administered pursuant to all provisions of the Plan. All
of such contributed shares at all times shall remain the property of the
contributing employee and shall remain subject to any legal or contractual
restrictions to which the shares may have been subject at the time of the
contribution.
ARTICLE IV
Employer Contributions
4.1 Employer Matching Contributions. Participants in the Plan who
have completed at least one year of Service (as defined above) with Tyson
or a Participating Affiliate shall be entitled to Employer matching
contributions, determined as follows: (i) if shares are purchased in the
open market pursuant to the Plan, Tyson shall contribute a cash amount
equal to one-third (1/3) of the purchase price; and (ii) if treasury shares
are purchased, then the participating employees' purchase price for such
shares shall be two-thirds (2/3) of the Prevailing Market Price for such
shares on the date of purchase. Contributions made pursuant to this
Section 4.1 shall match only the employee contributions made pursuant to
Section 3.2 above.
4.2 Employer Discretionary Non-matching Contributions. In addition
to Employer matching contributions made pursuant to Section 4.1, Tyson, in
the sole discretion of its Board of Directors, may from time to time make
non-matching contributions of cash or shares of Tyson Stock to the Plan for
allocation to certain participants in the Plan or to certain other eligible
employees who are not enrolled in the Plan. Such contributed shares shall
be held for the account of the participant (or combined with any existing
account of the participant) and administered pursuant to all provisions of
the Plan. If directed by the Board of Directors of Tyson, the Committee
shall cause shares of Stock purchased with such discretionary contributions
to bear appropriate legends referring to the terms, conditions and
restrictions, if any, applicable to such contributions or necessary to
permit Tyson to comply with all applicable state and federal securities
laws. All of such contributed shares at all times shall remain the
property of the contributing employee and shall remain subject to any legal
or contractual restrictions to which the shares may have been subject at
the time of the contribution.
142
ARTICLE V
Administration of the Plan
5.1 Administrative Committee. To carry out the purposes of the Plan,
the Board of Directors shall appoint an Administrative Committee (the
"Committee") consisting of not less than three members who may be officers
and/or directors of Tyson. The Board may remove members from or add
members to the Committee at any time, within its discretion, and may fill
vacancies on the Committee. An individual member of the Committee may not
participate in any decision exclusively affecting his own participation in
the Plan. The Committee shall select one of its members as Chairman, and
shall holdmeetings at such times and places as it may determine. Acts of a
majority of the Committee at which a quorum is present, or acts reduced to
or approved in writing by a majority of the members of the Committee, shall
be valid acts of the Committee. The Committee shall have the sole
authority, in its absolute discretion, to adopt, amend and rescind such
rules and regulations as, in its opinion, may be advisable in the
administration of the Plan; to construe and interpret the Plan, the rules
and regulations; and to make all other determinations deemed necessary or
advisable for the administration of the Plan. All decisions,
determinations, and interpretations of the Committee shall be binding on
all participants. The Committee may employ such legal counsel, consultants
and agents as it may deem desirable for the administration of the Plan and
may rely upon any opinion received form any such counsel or consultant and
any computation received for any such consultant or agent. Expenses
incurred by the Board of Directors or the Committee in the engagement of
such counsel, consultant or agent shall be paid by the Company. No member
or former member of the Committee or of the Board of Directors shall be
liable for any action or determination made in good faith with respect to
the Plan or any awards granted hereunder. The Committee, in its sole
discretion, may delegate all or any portion of its duties hereunder to
other individuals or entities.
5.2 Employer Contributions of Cash and Dividends. Each Employer
shall remit the funds deducted from payrolls under this Plan, plus any
Employer contributions of cash and dividends received on Stock held by the
Plan, to the brokerage firm or firms designated by the Committee.
5.3 Investment in Tyson Stock. As soon as practicable after receipt
of funds remitted under the Plan, the Committee orits designated
representative shall purchase on behalf of the Plan participants shares of
the Class A Common Stock of Tyson either directly from Tyson or in the open
market at Prevailing Market Prices. The Committee shall purchase the
maximum number of shares purchasable with such funds. Such shares shall be
purchased on an aggregate basis rather than on a per employee basis. The
number of shares to be purchased is to be determined by the aggregate
amount of funds available to buy a whole share or multiple thereof. While
no fractional shares will be acquired or distributed, a participating
employee's interest in the Plan will be accounted for to include, and will
reflect, the fractional share, if any, which could have been acquired with
the funds allocable to him if fractional shares were purchased.
5.4 No Interest to be Paid. During the interim between receipt of
the funds and purchase of the shares, no interest will be paid to
participating employees.
5.5 Dividends to be Used to Purchase Additional Shares. All cash
dividends received with respect to shares registered in the name of the
brokerage firm shall be used by it to purchase additional shares for
participating employees in proportion to their specified interest in the
shares upon which the dividends were paid. Stock dividends, warrants and
143
rights of any kind received with respect to such shares shall be held and
distributed in the manner provided in Sections 3.7 or 6.2, herein, as
applicable. Provided, however, that the Committee, in its sole discretion,
may elect to pay dividends received which are attributable to stock
allocable to employees who have withdrawn from the Plan (pursuant to
Section 3.4 above) directly to such employees on an annual basis.
5.6 Shares Held in Broker's Name Not Transferable. An employee's
undivided interest in the shares registered in the name of the broker may
not be assigned, sold, pledged or alienated except by testate or intestate
succession. In addition, such undivided interest may not be encumbered by
lien or security interest of any kind and shall not be liable for the debts
of the employee or subject to attachment, or to any judgment rendered
against the employee or to the process of any court in aid or execution of
any judgment so rendered.
5.7 Voting Rights. The Committee shall have the power to vote all
shares held in the name of the broker in any and all matters which shall be
the subject of the vote for the shareholders. In connection with any such
vote, the proxies' beneficial owners of such shares shall be solicited and
the Committee shall cast its votes in accordance with such proxies.
5.8 Costs of the Plan. The costs of maintaining records and
executing transfers under the Plan shall be paid by Tyson or allocated to
and paid by Participating Affiliates, as the Board of Directors of Tyson
may direct.
5.9 Brokerage Costs. Brokerage expenses incurred in the purchase of
shares shall be included as part of the cost of shares to participating
employees.
5.10 Indemnification. Neither Tyson, the Committee and its delegates,
nor any broker through whom purchase orders are executed pursuant to this
Plan shall have any responsibility or liability for any action or
determination in good faith including, without limiting the generality of
the foregoing, any action with respect to price, time, quantity or other
conditions and circumstances of the purchase of shares under the terms of
the Plan. Tyson shall indemnify and hold harmless any officer, employee,
agent, delegee or representative who incurs damage or loss, including the
expense of defense thereof, in connection with the performance of the
duties specified herein.
ARTICLE VI
Monthly Reports and Delivery of Share Certificates
6.1 Monthly Reports. The Committee shall make monthly reports to
each participating employee, specifying the status of his interest in the
Plan.
6.2 Delivery of Share Certificates. Shares purchased from
contributions made by participating employees and shares purchased from
contributions made by Tyson will be issued to participating employees (I)
only in increments of ten (10) shares from either of such accounts, and
(ii) only upon receipt by the Committee of a written request from the
participating employee, setting forth the amount of shares requested to be
issued and indicating from which of the employee's accounts the shares are
to be issued. Requests for distributions of Stock purchased from
contributions made by participating employees will be limited to four times
per calendar year, and except as restricted above, the employee may request
an amount to be issued up to the appropriate amount set forth on the
employee's last quarterly statement from the Plan. Requests for
distributions of Stock purchased from Employer contributions and dividends
will be limited to four times per calendar year, and except as restricted
144
above, a participating employee may request in any one calendar year an
amount not to exceed the shares purchased from the Employer's contributions
and dividends as of the December 31 report from the immediately preceding
calendar year.
ARTICLE VII
Amendment and Termination of the Plan
The Tyson Board of Directors or its delegate may, at any time and in its
discretion, alter, amend, suspend or terminate the Plan or any part
thereof; provided, however, that (i) the Board shall be required to obtain
stockholder approval for any amendment to the Plan where such approval is
necessary to maintain qualification of the Plan under Rule 16b-3 of the
Securities Exchange Act of 1934, as amended, or to comply with the rules
and regulations of any applicable stock exchange or self-regulatory
organization, (ii) the Board shall not amend the provisions of Sections 3.3
and 4.1 of the Plan more than once in any six-month period and (iii) the
Plan shall terminate automatically on March 31, 2000. Notice of any
amendment, suspension or termination of the Plan, in whole or in part,
shall be given to each participating employee as soon as practicable after
such action is taken.
ARTICLE VIII
Adjustments Upon Changes in Stock
If any change is made in the stock subject to the Plan (through
merger, consolidation, reorganization, recapitalization, stock dividend,
dividend in property other than cash, stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure or
otherwise), the maximum number of shares subject to the Plan and the number
of shares and price per share of Stock subject to outstanding rights under
the Plan shall be adjusted automatically to reflect such change.
In the event of (1) a dissolution or liquidation of Tyson, (2) a
merger or a consolidation in which Tyson is not the surviving corporation,
or a reverse merger in which Tyson is the surviving corporation but the
shares of Tyson's Common Stock by virtue of the merger are converted into
other property, whether in the form of securities, cash or otherwise; or
(3) any other capital reorganization in which more than 50% of the Shares
of Tyson entitled to vote are exchanged, the Plan shall terminate, unless
determines in its discretion that the Plan shall nevertheless continue in
full force and effect. If the Committee elects to terminate the Plan, the
Committee shall send to each participating employee a stock certificate
representing the number of whole shares to which the employee is entitled.
In addition, the Committee shall send checks drawn on the Plan's account to
each participating employee in an amount equal to the sum of the uninvested
funds held to the credit of each employee under the Plan, in the manner
provided in Section 3.7 above.
The grant of any right to an employee pursuant to the Plan shall not
affect in any way the right or power of Tyson to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell,
or transfer all or any part of its business or assets.
145
ARTICLE IX
Miscellaneous Provisions
9.1 No Contract of Employment Intended. The granting of any right to
an employee, pursuant to this Plan, shall not constitute an agreement or
understanding, express or implied, on the part of Tyson or any Affiliate,
to employ such employee for any specified period.
9.2 Financial Information Available. If required by law, the offered
shares of Tyson shall be registered under the Securities Act of 1933 on
Form S-8, or such other form as shall be specified by the Securities and
Exchange Commission, and Tyson shall deliver to each employee participating
in the Plan a copy of the prospectus or such other information as may be
required from time to time as required.
9.3 Governing Law. The construction, validity, and operation of this
Plan shall be governed by the laws of the State of Arkansas.
9.4 Rules of Construction. Throughout this Plan, the masculine
includes the feminine, and the singular and the plural, and vice versa,
where applicable.
9.5 Plan Year. The Plan's plan year and fiscal year shall end on
March 31 of each year.
9.6 Designation of Beneficiary. A participating employee may file a
written designation of a beneficiary who is to receive any Stock and/or
cash. Such designation of a beneficiary may be changed by the
participating employee at any time in writing delivered to his Employer.
146
TYSON FOODS, INC.
By:
TYSON FOODS, INC.
EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
PURPOSE OF THE PLAN 1
ARTICLE I
DEFINITIONS
1.1 Affiliate 1
1.2 Base Earnings 1
1.3 Committee 1
1.4 Effective Date 2
1.5 Employer 2
1.6 Full-Time Employee 2
1.7 Leave of Absence 2
1.8 Pay Period, Payday 2
1.9 Participating Affiliate 2
1.10 Payroll Deduction Agreement 3
1.11 Prevailing Market Price 3
1.12 Service 3
1.13 Stock 4
1.14 Termination of Service 4
ARTICLE II
ELIGIBILITY TO PARTICIPATE
2.1 Eligibility 4
ARTICLE III
EMPLOYEE PARTICIPATION AND CONTRIBUTION
3.1 Voluntary, Non-Discriminatory Plan 5
3.2 How an Employee Elects to Participate 5
3.3 Limits on Contribution 5
3.4 Voluntary Withdrawal from the Plan 5
3.5 Termination of Service Means Withdrawal from Plan 6
3.6 Effect of Employee's Withdrawal from Plan 6
3.7 Distributions from Plan Upon Termination of Service 6
3.8 Optional Employee Stock Contribution 7
ARTICLE IV
EMPLOYER CONTRIBUTIONS
4.1 Employer Matching Contributions 8
4.2 Employer Discretionary Non-Matching Contributions 8
ARTICLE V
ADMINISTRATION OF THE PLAN
5.1 Administrative Committee 9
5.2 Employer Contributions of Cash and Dividends 10
147
5.3 Investment in Tyson Stock 10
5.4 No Interest to be Paid 11
5.5 Dividends to be Used to Purchase Additional Shares 11
5.6 Shares Held in Broker's Name Not Transferable 11
5.7 Voting Rights 11
5.8 Costs of the Plan 12
5.9 Brokerage Costs 12
5.10 Indemnification 12
ARTICLE VI
MONTHLY REPORTS AND DELIVERY OF SHARE CERTIFICATE
6.1 Monthly Reports 12
6.2 Delivery of Share Certificates 12
ARTICLE VII
AMENDMENT AND TERMINATION OF THE PLAN 13
ARTICLE VIII
ADJUSTMENTS UPON CHANGES IN STOCK 14
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1 No Contract of Employment Intended 15
9.2 Financial Information Available 15
9.3 Governing Law 15
9.4 Rules of Construction 15
9.5 Plan Year 16
9.6 Designation of Beneficiary 16
148
AMENDMENT NO. 1
TO THE
TYSON FOODS, INC. EMPLOYEE STOCK PURCHASE PLAN
Effective April 1, 1996, the Plan is amended as follows:
(1) Section 4.1 of the Plan is amended by deleting that section in
its entirety and substituting therefor the following new language:
"4.1 Employer Matching Contributions.
(a) Participants in the Plan who have completed at least one
year of Service (as defined above) with Tyson or a Participating
Affiliate shall be entitled to Employer matching contributions as
determined in subsections (c) and (d) of this section;
(b) Contributions made pursuant to this Section 4.1 shall match
only the employee contributions made pursuant to Section 3.2 above;
(c) Participants determined to be (x) 'Highly Compensated
Employees' on April 1, 1996 and thereafter on January 1 of each
subsequent calendar year under the provisions of the 'Retirement Savings
Plan of Tyson Foods, Inc.' or (y) 'executive officers' as defined by Rule
16a of the Securities Exchange Act of 1934, as amended, and who otherwise
are entitled to matching contributions under this Plan shall have
such contributions determined as follows:
(i) If shares are purchased in the open market pursuant to
the Plan, Tyson shall contribute a cash amount equal to one-third (1/3) of
the purchase price; and
(ii) If treasury shares are purchased, then the participating
employees' purchase price for such shares shall be two-thirds (2/3) of the
Prevailing Marketing Price for such shares on the date of purchase;
(d) All other Participants hereunder who are entitled to Employer
Matching Contributions shall have them determined as follows:
(i) Such matching contributions shall be equal to 50% of
all amounts deferred by such Participants under Section 3.2 of the Plan
on and after April 1, 1996;
and
(ii) Within ten days after the end of each month in which such
deferrals are made, Tyson shall make such matching contributions
directly to the 'Stock Match Accounts' established for such
Participants under the 'Retirement Savings Plan of Tyson Foods, Inc.',
with such amounts to be administered and distributed pursuant to the
related terms of such plan."
(2) Section 6.1 is amended by deleting that section in its entirety
and substituting therefor the following new language:
"6.1 Quarterly Reports. The Committee shall make quarterly reports
to each participating employee, specifying the status of his interest in
the Plan through the last day of each calendar quarter."
(3) Section 6.2 is amended by deleting that section in its entirety
and substituting therefor the following new language:
"6.2 Delivery of Share Certificates.
(a) On or after April 1, 1996, participating employees may request
that any or all of the shares of Stock purchased in their accounts
through March 31, 1996, whether such Shares were purchased from
contributions made by such Participant, from contributions made by
Tyson or from dividends received by the Plan, be issued and distributed
to such participating employees;
149
(b) All shares of Stock purchased on or after April 1, 1996 from
contributions made by participating employees, contributions made by Tyson
or dividends received by the Plan, will be issued to participating
employees pursuant to the following rules:
(i) Only in increments of ten (10) shares from either of such
accounts;
(ii) Only upon receipt by the Committee of a written request
from the participating employee setting forth the amount of shares
requested to be issued;
(iii) Distributions of Stock will be limited to four
times per calendar year, and will be made as soon as administratively
feasible following the last day of the calendar quarter in which the
request was made;
(iv) Distributions of Stock purchased from contributions made
by participating employees may not exceed the amount of such Stock set
forth on their last quarterly statement;
(v) Distributions of Stock purchased from Employer
contributions and dividends may not exceed the amount of such Stock
set forth on their last quarterly report from the immediately preceding
calendar year;
(vi) The order in which shares of Stock are withdrawn from an
employee's separate accounts shall be determined pursuant to rules and
regulations to be adopted by the Committee."
(4) Section 9.5 is amended by deleting that section in its entirety
and substituting therefor the following new language:
"9.5 Plan Year. The Plan's Plan Year and Fiscal Year shall end on
December 31 of each year."
150
AMENDMENT NO. 2
TO THE
TYSON FOODS, INC. EMPLOYEE STOCK PURCHASE PLAN
(1) Effective April 1, 1996, Section 1.12 of the Plan is amended by
adding the following sentence at the end thereof, to-wit:
"Notwithstanding the above, Service also shall include employment with
Culinary Foods, Inc. prior to its becoming a Participating Affiliate."
(2) Effective April 1, 1996, Section 4.1 of the Plan [as added by
Amendment No. 1] is amended by deleting the language of subsection (c) in
its entirety and substituting therefor the following new language:
"(c) Participants determined to be (x) 'eligible employees' on April 1,
1996 and thereafter on January 1 of each subsequent calendar year under
the provisions of the 'Executive Savings Plan of Tyson Foods, Inc.' or (y)
'executive officers' as defined by Rule 16a-1 of the Securities Exchange
Act of 1934, as amended, and who otherwise are entitled to matching
contributions under this Plan shall have such contributions determined as
follows:
(i) If shares are purchased in the open market pursuant to
the Plan, Tyson shall contribute a cash amount equal to one-third (1/3) of
the purchase price; and
(ii) If treasury shares are purchased, then the participating
employees' purchase price for such shares shall be two-thirds (2/3) of
the Prevailing Marketing Price for such shares on the date of purchase."
151