VP Operations Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT

(PROMOTIONAL)

This Promotional Executive Employment Agreement (the " Agreement" ), effective the 6th day of March, 2007 (the " Effective Date" ), by and between Tyson Foods, Inc., a Delaware corporation (" Company" ), and any of its subsidiaries and affiliates (hereinafter collectively referred to as " Employer" ), and KING, DONNIE D (hereinafter referred to as " Officer" ).


WITNESSETH:

WHEREAS, Employer is engaged in a very competitive business, where the development and retention of extensive trade secrets and proprietary information is critical to future business success; and

WHEREAS, Officer, by virtue of Officer' s employment with Employer, is involved in the development of, and has access to, this critical business information, and, if such information were to get into the hands of competitors of Employer, Officer could do substantial business harm to Employer; and

WHEREAS, Employer has advised Officer that agreement to the terms of this Agreement, and specifically the non-compete and non-solicitation sections, is an integral part of this Agreement, and Officer acknowledges the importance of the non-compete and non-solicitation sections, and having reviewed the Agreement as a whole, is willing to commit to the restrictions as set forth herein;

NOW, THEREFORE, Employer and Officer, in consideration of the above and the terms and conditions contained herein, hereby mutually agree as follows:

1. Duties . Officer shall perform the duties of Group VP Operations or shall serve in such other capacity and with such other duties for Employer as Employer shall from time to time prescribe. Officer shall perform all such duties with diligence and thoroughness. Officer shall be subject to and comply with all rules, policies, procedures, supervision and direction of Employer in all matters related to the performance of Officer' s duties.

2. Term of Employment . The term of employment hereunder shall be for a period of five ( 5 ) years, commencing on the Effective Date and terminating on the fifth anniversary of the Effective Date, unless terminated prior thereto in accordance with the provisions of this Agreement (the period from the Effective Date to the earlier of the fifth anniversary of the


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Effective Date or any earlier termination of employment is referred to herein as the " Period of Employment" ). Notwithstanding the expiration of the Period of Employment, regardless of the reason, and in addition to other obligations that survive the Period of Employment, the obligations of Officer under Sections 8 (b), (c), (d), (e), (f), (g), (h), and (i) shall continue in effect after the Period of Employment for the time periods specified in these sections.

3. Compensation . For the services to be performed hereunder, Officer shall be compensated by Employer during the Period of Employment at the rate of not less than Four hundred fifteen thousand dollars and 00/100 ($ 415,000 ) per year payable in accordance with Employer' s payroll practices, and in addition may receive awards under Employer' s annual bonus plan then in effect, subject to the discretion of the senior management of Employer. Such compensation will be subject to review from time to time when salaries of other officers and managers of Employer are reviewed for consideration of increases thereof.

4. Participation in Benefit Programs . Officer shall be entitled to participate in any benefit programs generally applicable to officers of Employer adopted by Employer from time to time.

5. Limitation on Outside Activities . Officer shall devote full employment energies, interest, abilities and time to the performance of Officer' s obligations hereunder and shall not, without the written consent of the Chief Executive Officer or the General Counsel of the Employer, render to others any service of any kind or engage in any activity which conflicts or interferes with the performance of Officer' s duties hereunder.

6. Ownership of Officer' s Inventions . All ideas, inventions, and other developments or improvements conceived by Officer, alone or with others, during Officer' s Period of Employment, whether or not during working hours, (i) that are within the scope of the business operations of Employer, (ii) that were developed at the direction of the Employer, or (iii) that relate to any of the work or projects of the Employer, are the exclusive property of Employer. Officer agrees to assist Employer, at Employer' s expense, to obtain patents on any such patentable ideas, inventions, and other developments, and agrees to execute all documents necessary to obtain such patents in the name of the Employer.


7.

Termination .

(a) Voluntary Termination . Officer may terminate Officer' s employment, including Officer' s retirement, where appropriate pursuant to this Agreement at any time by not


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less than ninety (90) days prior written notice to Employer. Upon receipt of such notice, Employer shall have the right, at its sole discretion, to accelerate Officer' s date of termination at any time during said notice period. Officer shall not be entitled to any compensation from Employer for any period beyond Officer' s actual date of termination, and Officer' s Stock Options, Performance Stock and Deferred Stock Award (each as hereinafter defined) shall be treated as provided in the award agreements pursuant to which such rights were granted. Officer shall not be entitled to a bonus for the fiscal year of the Employer in which such termination occurs.

(b) Employer Involuntary Termination . Employer shall be entitled, at its election and with or without cause, to terminate Officer' s employment pursuant to this Agreement upon written notice to Officer. Upon a termination by Employer, Employer shall continue to pay Officer at Officer' s current salary paid in the manner provided in Section 3 above for a period of eighteen after the date of termination. In either event, Employer shall treat Officer' s Stock Options, Performance Stock and Deferred Stock Award as provided in the award agreements pursuant to which such equity rights were granted. Officer shall not be entitled to any bonus for the fiscal year of the Employer in which such termination by Employer occurs.

The Officer' s eligibility to receive benefits under this Section 7(b) shall be conditioned upon (i) the Officer' s execution of a General Release and Separation Agreement, and (ii) the General Release and Separation Agreement becoming effective after the lapse of any permitted or required revocation period without the associated revocation rights being exercised by Officer.

(c) Incapacity . If Officer is unable to perform Officer' s duties pursuant to this Agreement by reason of disability, Employer may terminate Officer' s employment pursuant to this Agreement by thirty (30) days written notice to Officer. If Officer is unable to perform Officer' s duties pursuant to this Agreement by reason of death, this Agreement shall immediately terminate. Officer' s Stock Options, Performance Stock and Deferred Stock Award in the event of a termination under this section shall be treated as provided in the award agreements pursuant to which such equity rights were granted. In the event of Officer' s death or disability, Officer, or Officer' s estate as applicable, shall receive a prorated bonus for the portion of time worked during the fiscal year of the Employer in which termination under this Section 7 (c) occurs, based upon the bonus received by Officer during the immediately prior fiscal year.


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(d) Temporary Suspension of Payments . Notwithstanding the foregoing, if the Officer is a " specified employee" within the meaning of Section 409A of the Internal Revenue Code (and the regulations thereunder), to the extent that all or a portion of any payments due under Section 7 of this Agreement (including, without limitation the payment of salary, Stock Options, Performance Stock and Deferred Stock Awards) exceeds the amount, if any, that can be paid as separation pay that does not constitute a deferral of compensation under Section 409A of the Internal Revenue Code (and the regulations thereunder), or that otherwise can be paid without resulting in a failure under Section 409A(a)(1) of the Internal Revenue Code, payment shall be delayed until the later of six (6) months after the termination of employment or the date the payment would otherwise be made under Section 7. Any payments that are so delayed shall be paid in one lump sum upon the date the delayed payments are to be made.

8. Additional Compensation, Confidential Information, Trade Secrets, Limitations on Solicitation and Non-Compete Clause.

(a) Officer shall receive, in addition to all regular compensation for services as described in Section 3 of this Agreement, as additional consideration for signing this Agreement and for agreeing to abide and be bound by the terms, provisions and restrictions of this Section ...