Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2023, Scott Spradley departed from the role of Executive Vice
President, Chief Technology and Automation Officer of Tyson Foods, Inc. (the
"Company"). Following his departure, Mr. Spradley's responsibilities will be
assumed by members of the Company's Information Technology team.
In connection with Mr. Spradley's departure, the Company expects that it will
enter into a separation agreement and general release with Mr. Spradley (the
"Separation and Release Agreement"). If Mr. Spradley signs and does not rescind
the Separation and Release Agreement, then subject to certain terms and
conditions, Mr. Spradley will be entitled to receive the following payments and
benefits pursuant to the Company's Executive Severance Plan, in each case, less
all applicable taxes, withholdings and authorized or required deductions: (i) a
payment of $1,400,000, which is equivalent to two (2) times his annual base
salary, payable in installments over the twenty-four (24) month period
immediately following his departure (but subject to the expiration of a
six-month waiting period), in accordance with the Company's normal payroll
schedule; (ii) a lump-sum payment of $211,538, payable in July 2023, equivalent
to his prorated annual incentive payment under the Company's Annual Incentive
Compensation Plan for Senior Executive Officers which is based on his fiscal
year 2023 target opportunity; (iii) accelerated vesting of a prorated portion of
his remaining outstanding restricted stock with an aggregate value of
approximately $486,451 as of January 9, 2023; (iv) accelerated vesting of a
prorated portion of his remaining outstanding unvested stock options with an
aggregate value of approximately $299,043 as of January 9, 2023; and (v)
accelerated vesting of a prorated portion of his outstanding unvested
performance stock awards granted in November 2020, November 2021 and November
2022 based on actual company performance and actual payout level which is
estimated to have an aggregate value of approximately $931,439, based on target
performance with a stock price of $65.71 as of January 9, 2023. In addition, Mr.
Spradley would be eligible to receive COBRA reimbursements for up to two (2)
years of continued coverage. The foregoing payments and benefits are expected to
be subject to Mr. Spradley agreeing to a release of claims in favor of the
Company and reaffirming his commitment to comply with his existing restrictive
covenant and confidentiality obligations.
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
TYSON FOODS, INC. 
