Common use of The Final Term Sheet Clause in Contracts

The Final Term Sheet. For purposes of determining the “General Disclosure Package,” the information contained in the foregoing shall be considered together. , 2014 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned, a stockholder, an officer and/or a director of Tyson Foods, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇,” and together with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the “Representatives”) propose to enter into an Underwriting Agreement (the “Common Stock Underwriting Agreement”) with the Company providing for the public offering of shares of the Company’s Class A common stock, par value $0.10 per share (the “Common Stock,” and such offering, the “Common Stock Offering”), and that the Representatives propose to enter into an Underwriting Agreement (the “Units Underwriting Agreement”) with the Company providing for the offering of the Company’s tangible equity units, which under certain circumstances will convert into shares of the Common Stock (the “Underlying Securities,” and such offering, the “Units Offering”). The Common Stock Underwriting Agreement and the Units Underwriting Agreement are collectively referred to herein as the “Underwriting Agreements,” and the Common Stock Offering and the Units Offering are collectively referred to herein as the “Offerings.” In recognition of the benefit that the Offerings will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in each Underwriting Agreement that, during a period of 60 days from the date of the applicable Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of the Lock-Up Securities, whether any such swap or other agreement or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided that the foregoing shall not prohibit the undersigned’s pledge of Lock-Up Securities as security for a loan or line of credit to the extent described under “Security Ownership of Management” in the Company’s Definitive Proxy Statement on Schedule 14A filed on December 20, 2013. Notwithstanding the foregoing, nothing contained in this lock-up agreement shall prohibit the undersigned from effecting (1) any acquisition of shares of Common Stock, restricted or otherwise, stock options, stock units and performance shares from the Company pursuant to any existing employee benefit plans or director compensation plans of the Company that is described in the General Disclosure Package and the Prospectus, provided that in the case of this clause (1), (i) such shares of Common Stock shall be subject to the provisions of this lock-up agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership, shall be required or shall be voluntarily made, (2) any acquisition of shares of Common Stock issued by the Company by the undersigned upon the exercise of stock options outstanding on the date hereof or the vesting or conversion of restricted stock, stock units and performance shares outstanding on the date hereof (and any corresponding transfers of Common Stock to the Company, the proceeds of which will be used to cover the tax liability resulting from any such vesting) under existing employee benefit plans or director compensation plans of the Company that is described in the General Disclosure Package and the Prospectus, provided that in the case of this clause (2), (i) such shares of Common Stock shall be subject to the provisions of this lock-up agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership, shall be required or shall be voluntarily made, (3) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, for the transfer of shares of Common Stock, provided that in the case of this clause (3), (i) such plan does not provide for the transfer of Common Stock during the lock-up period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the lock-up period, and (4) subject to the conditions in clauses (i), (ii) and (iii) below, a transfer of shares of Common Stock or options to purchase shares of Common Stock without the prior written consent of the Representatives, provided that, in the case of this clause (4), (A) each Representative receives a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distributee, or transferee, as the case may be, (B) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (C) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts; or (ii) to any trust, partnership or limited liability company the beneficiaries of which are exclusively the undersigned or a member of the immediate family of the undersigned, including grandchildren; or (iii) which occurs by operation of law, such as the rules of intestate succession.