TSN 10-K Annual Report Sept. 30, 2023 | Alphaminr
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TSN 10-K Fiscal year ended Sept. 30, 2023

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TYSON FOODS, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1: Business and Summary Of Significant Accounting PoliciesNote 2: Changes in Accounting PrinciplesNote 3: Acquisitions and DispositionsNote 4: Property, Plant and EquipmentNote 5: Goodwill and Intangible AssetsNote 6: LeasesNote 7: Restructuring and Related ChargesNote 8: DebtNote 9: EquityNote 10: Income TaxesNote 11: Earnings (loss) Per ShareNote 12: Derivative Financial InstrumentsNote 13: Fair Value MeasurementsNote 14: Stock-based CompensationNote 15: Pensions and Other Postretirement BenefitsNote 16: Comprehensive Income (loss)Note 17: Segment ReportingNote 18: Supplemental Cash Flows InformationNote 19: Transactions with Related PartiesNote 20: Commitments and ContingenciesItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.2 Sixth Amended and Restated By-Laws of the Company (previously filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 12, 2020, and incorporated herein by reference). 4.1 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (previously filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K for the period ended September 28, 2019, and incorporated herein by reference). 4.4 Supplemental Indenture dated as of June 13, 2012, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 13, 2012, and incorporated herein by reference). 4.5 Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by reference). 4.6 Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.4 to the Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by reference). 4.7 Form of 3.95% Senior Note due 2024 (included in Exhibit 4.4 to the Company's Current Report on Form 8K filed August 8, 2014, and incorporated herein by reference). 4.8 Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.6 to the Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by reference). 4.9 Form of 4.875% Senior Note due 2034 (included in Exhibit 4.6 to the Company's Current Report on Form 8K filed August 8, 2014, and incorporated herein by reference). 4.10 Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.8 to the Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by reference). 4.11 Form of 5.15% Senior Note due 2044 (previously filed as Exhibit 4.8 to the Company's Current Report on Form 8K filed August 8, 2014, and incorporated herein by reference). 4.13 Form of 61/8% Notes due 2032 issued pursuant to the Sara Lee Indenture (previously filed as Exhibit 4.25 to the Companys Annual Report on Form 10-K for the fiscal year ended September 27, 2014, and incorporated herein by reference). 4.14 Supplemental Indenture dated June 2, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.2 to the Company's Current Report on Form 8-k filed on June 2, 2017, and incorporated herein by reference). 4.15 Supplemental Indenture dated June 2, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.4 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference). 4.16 Supplemental Indenture dated June 2, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.6 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference). 4.17 Form of 3.55% Senior Notes due 2027 (previously filed as Exhibit 4.6 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference). 4.18 Supplemental Indenture dated June 2, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.8 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference). 4.19 Form of 4.55% Senior Notes due 2047 (previously filed as Exhibit 4.8 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference). 4.20 Supplemental Indenture, dated September 28, 2018, by and between the Company and the Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as exhibit 4.2 to the Company's Current Report on Form 8-K filed on September 28, 2018, and incorporated herein by reference. 4.21 Supplemental Indenture, dated September 28, 2018, by and between the Company and the Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as exhibit 4.4 to the Companys Current Report on Form 8-K filed on September 28, 2018, and incorporated herein by reference. 4.22 Form of 5.100% Senior Notes due 2048 (previously filed as Exhibit 4.5 to the Companys Current Report on Form 8-K filed on September 28, 2018, and incorporated herein by reference). 10.1 Revolving Credit Agreement, dated September 30, 2021, among Tyson Foods, Inc., the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (previously filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 4, 2021, and incorporated herein by reference). 10.2 ** First Amendment to the Revolving Credit Agreement, dated as of November 9, 2022, among Tyson Foods, Inc. and JPMorgan Chase Bank, N.A., as administrative agent(previously filed as Exhibit 10.2 to the Company's AnnualReport on Form 10-K forthe fiscal year ended October 1, 2022, and incorporated herein by reference). 10.3 * Term Loan Agreement, dated May 3, 2023, among Tyson Foods, Inc., the lenders party thereto, Bank of America, N.A. as administrative agent, and BofA Securities Inc. as lead arranger (previously filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the period ended April 1, 2023, and incorporated herein by reference). 10.4 * Term Loan Agreement, dated May 3, 2023, among Tyson Foods, Inc., the lenders party thereto, CoBank ACB, as administrative agent, and CoBank FCB, as sole lead arranger (previously filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the period ended April 1, 2023, and incorporated herein by reference). 10.5 * Second Amended and Restated Employment Agreement, dated November 9, 2017, by and between the Company and John Tyson (previously filed as Exhibit 10.76 to the Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2017, and incorporated herein by reference). 10.6 * Employment Agreement, effective as of June 2, 2021, by and between the Company and Donnie King (previously filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2021, and incorporated herein by reference). 10.7 * Compensatory arrangement by and between the Company and John Randal Tyson (previously filed as Exhibit 10.17 to the Companys Current Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.8 * Release Agreement dated as of January 17, 2023 between Tyson Foods, Inc. and Scott Spradley (previously filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.9 * Offer letter between Tyson Foods, Inc. and Wes Morris (previously filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended April 1, 2023, and incorporated herein by reference). 10.10 * Offer letter between Tyson Foods, Inc. and Brady Stewart (previously filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the period ended April 1, 2023, and incorporated herein by reference). 10.11 * Second Amended and Restated Employment Agreement dated as of October 2nd, 2020, entered into between the Company and Noel W. White (previously filed as Exhibit 10.2 to the Companys Current Report on Form 8-K filed October 8, 2020, and incorporated herein by reference). 10.12 * Offer Letter between Tyson Foods, Inc. and Johanna Sderstrm(previously filed as Exhibit 10.11 to the Companys Annual Report on Form 10-K for the fiscal year ended October 3, 2020, and incorporated herein by reference). 10.13 * Indemnity Agreement, dated as of September28, 2007, between the Company and John Tyson (previously filed as Exhibit 10.2 to the Companys Current Report on Form 8-K filed September28, 2007, and incorporated herein by reference). 10.14 * Form of Indemnity Agreement between Tyson Foods, Inc. and its directors and certain executive officers (previously filed as Exhibit 10.13 to the Companys Annual Report on Form 10-K for the fiscal year ended October 3, 2020, and incorporated herein by reference). 10.15 * Tyson Foods, Inc. Annual Incentive Compensation Plan for Senior Executives adopted February 4, 2005, and amended effective August 4, 2021 (previously filed as Exhibit 10.31 to the Companys Quarterly Report on Form 10-Q for the fiscal period ended January 1, 2022, and incorporated herein by reference). 10.16 * Amended and Restated Tyson Foods, Inc. Employee Stock Purchase Plan, effective as of February 1, 2013 (previously filed as Exhibit 99.2 to Registration Statement on Form S-8 on February 22, 2013, Registration No. 333-186797, and incorporated herein by reference). 10.17 * First Amendment to the Tyson Foods, Inc. Employee Stock Purchase Plan, effective February 1, 2013 (previously filed as Exhibit 10.26 to the Companys Annual Report on Form 10-K for the fiscal year ended September 28, 2013, and incorporated herein by reference). 10.18 * Amended and Restated Executive Savings Plan of Tyson Foods, Inc. effective January 1, 2013 (previously filed as Exhibit 10.27 to the Companys Annual Report on Form 10-K for the fiscal year ended September 28, 2013, and incorporated herein by reference). 10.19 * First Amendment to the Executive Savings Plan of Tyson Foods, Inc. effective November 16, 2017 (previously filed as Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarter ended December 30, 2017, and incorporated herein by reference). 10.20 * Tyson Foods, Inc. 2000 Stock Incentive Plan, amended and restated as of February 11, 2021 (previously filed as Exhibit A-1 to the Companys Definitive Proxy Statement, filed with the Securities and Exchange Commission on December 23, 2020, and incorporated herein by reference). 10.21 * Amended and Restated Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective January 1, 2017 (previously filed as Exhibit 10.68 to the Companys Annual report on Form 10-K for the fiscal year ended October 1, 2016, and incorporated herein by reference). 10.22 * First Amendment to the Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective November, 16, 2017 (previously filed as Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended 12/30/2017, and incorporated herein by reference). 10.23 * Second Amendment to the Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective February 2018 (previously filed as Exhibit 10.16 to the Companys Quarterly Report on Form 10-Q for the quarter ended 12/30/2017, and incorporated herein by reference). 10.24 * Retirement Savings Plan of Tyson Foods, Inc. effective January 1, 2011 (previously filed as Exhibit 10.33 to the Companys Annual Report on Form 10-K for the fiscal year ended October 1, 2011, and incorporated herein by reference). 10.25 * First Amendment to the Retirement Savings Plan of Tyson Foods, Inc., as Amended and Restated as of January 1, 2011 (previously filed as Exhibit 10.32 to the Companys Annual Report on Form 10-K for the fiscal year ended September 28, 2013, and incorporated herein by reference). 10.26 * Amended and Restated Retirement Income Plan of IBP, inc. effective August 1, 2000, and Amendment to Freeze the Retirement Income Plan of IBP, inc. effective December 31, 2002 (previously filed as Exhibit 10.46 to the Companys Annual Report on Form 10-K for the fiscal year ended September 27, 2008, and incorporated herein by reference). 10.27 * Tyson Foods, Inc. Severance Pay Plan for Contracted Employees, as amended and restated effective December 1, 2017 (previously filed as Exhibit 10.15 to the Companys Quarterly Report on Form 10-Q for the quarter ended December 30, 2017, and incorporated herein by reference). 10.28 * Executive Severance Plan effective October 15, 2018 (previously filed as Exhibit 10.65 to the Companys Annual Report on Form 10-K for the period ended September 29, 2018, and incorporated herein by reference). 10.29 * Executive Severance Plan, as amended and restated effective February 15, 2020 (previously filed as Exhibit 10.4 to the Companys Annual Report on Form 10-Q for the period ended January 1, 2022, and incorporated herein by reference). 10.30 * Executive Severance Plan, as amended and restated effective October 1, 2023 (previously filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.31 * Form of Stock Options (Contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.32 * Form of Stock Options (5+1) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.33 * Form of Stock Options (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.34 * Form of Stock Options (CEO & Other CT) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.35 * Form of Restricted Stock (Contracted) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.36 * Form of Restricted Stock (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.37 * Form of Restricted Stock (5+1) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.38 * Form of Performance Shares - Operating Income - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.10 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.39 * Form of Performance Shares - Operating Income (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.11 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.40 * Form of Performance Shares - Total Shareholder Return - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.12 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.41 * Form of Performance Shares - Total Shareholder Return (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.13 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.42 * Form of Performance Shares - Return on Invested Capital - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.14 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.43 * Form of Performance Shares - Return on Invested Capital (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.15 to the Companys Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference). 10.44 * Form of Performance Shares - Operating Income - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference). 10.45 * Form of Performance Shares - Operating Income (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference). 10.46 * Form of Restricted Stock Subject to Performance Criteria - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference). 10.47 * Form of Restricted Stock Subject to Performance Criteria (5+1) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference). 10.48 * Form of Stock Options (Contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference). 10.49 * Form of Stock Options (5+1) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference). 10.50 * Form of Restricted Stock (Contracted) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.11 to the Companys Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference). 10.51 * Form of Restricted Stock (Director/Non-contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.12 to the Companys Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference). 10.52 * Form of Restricted Stock (5+1) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.13 to the Companys Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference). 10.53 * Form of Performance Shares - Total Shareholder Return - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.14 to the Companys Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference). 10.54 * Form of Performance Shares - Total Shareholder Return (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.15 to the Companys Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference). 10.55 * Form of Stock Appreciation Rights Award Agreement pursuant to which stock appreciation rights are awarded under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.16 to the Companys Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference). 10.56 * Form of Performance Shares - Operating Income - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.57 * Form of Performance Shares - Operating Income (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.58 * Form of Performance Shares - Total Shareholder Return - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.59 * Form of Performance Shares - Total Shareholder Return (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.60 * Form of Restricted Stock Subject to Performance Criteria - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.61 * Form of Restricted Stock Subject to Performance Criteria (5+1) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.62 * Form of Restricted Stock (Contracted) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.63 * Form of Restricted Stock (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.64 * Form of Restricted Stock (5+1) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.65 * Form of Restricted Stock (International Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.10 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.66 * Form of Restricted Stock (International Contracted) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.11 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.67 * Form of Stock Options (Contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.12 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.68 * Form of Stock Options (5+1) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.13 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.69 * Form of Stock Options (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.14 to the Companys Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference). 10.70 * Form of Stock Options (Contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.71 * Form of Stock Options (5+1) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.72 * Form of Stock Options (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.73 * Form of Stock Options (CEO Special) - Stock Incentive Aware Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective October 5, 2020 (previously filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.74 * Form of Restricted Stock (Contracted) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.75 * Form of Restricted Stock (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.76 * Form of Restricted Stock (5+1) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.77 * Form of Performance Shares - Operating Income - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.78 * Form of Performance Shares - Operating Income (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.79 * Form of Performance Shares - Total Shareholder Return - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.10 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.80 * Form of Performance Shares - Total Shareholder Return (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.11 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.81 * Form of Restricted Stock (5+1 Special) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.12 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.82 * Form of Restricted Stock (Contracted Special) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.13 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.83 * Form of Restricted Stock (International Non-Contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.14 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.84 * Form of Restricted Stock (International Contracted) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.15 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.85 * Form of Restricted Stock (Chairman and CEO Special) - Stock Incentive Aware Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective October 5, 2020 (previously filed as Exhibit 10.16 to the Companys Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference). 10.86 Form of Performance Shares Return on Invested Capital (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 19, 2021 (previously filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the period ended January 1, 2022, and incorporated herein by reference). 10.87 Form of Performance Shares Return on Invested Capital (Contracted) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 19, 2021 (previously filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the period ended January 1, 2022, and incorporated herein by reference). 19 ** Insider trading policy 21 ** Subsidiaries of the Company. 23 ** Consent of PricewaterhouseCoopers LLP. 31.1 ** Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 ** Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 *** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 *** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 ** Clawback policy