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EXHIBIT 10.1
SANDERSON FARMS, INC.
RESTRICTED STOCK AGREEMENT
(NON-EMPLOYEE DIRECTOR)
This RESTRICTED STOCK
AGREEMENT (this "Agreement"), made and entered into
as of the _____ day of _______________,
20____ (the "Grant Date"), by and
between ___________________________ (the
"Participant") and Sanderson Farms,
Inc. (together with its subsidiaries and
affiliates, the "Company"), sets forth
the terms and conditions of a Restricted
Stock Award issued pursuant to the
Sanderson Farms, Inc. and Affiliates Stock
Incentive Plan, adopted on February
17, 2005 (the "Plan") and this Agreement.
Any capitalized term used but not
defined herein shall have the meaning
ascribed to such term in the Plan.
1. Grant
and Vesting of Restricted Stock.
(a) As a reward for past service or in consideration of and as
an
incentive to the Participant's continued
service as a non-employee director on
the Company's Board, and for no additional
consideration, the Company hereby
grants to the Participant, as of the Grant
Date, ______________ shares of the
Company's common stock, par value $1.00 per
share (the "Restricted Stock"),
subject to the terms and conditions set
forth herein and in the Plan. The
Restricted Stock is subject to forfeiture
as provided herein and may not be
sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of by
the Participant, other than by will or by
the laws of descent and distribution
of the state in which the Participant
resides on the date of his death. The
period during which the Restricted Stock is
not vested and is subject to
transfer restrictions is referred to herein
as the "Restriction Period."
(b) Except as otherwise provided in this Agreement or the Plan,
the
Restricted Stock shall vest and no longer
be subject to forfeiture or any
transfer restrictions hereunder on the
third anniversary of the Grant Date, so
long as the Participant has continued to
serve as a director on the Company's
Board continuously from the Grant Date
through such date.
(c) If the Participant ceases to serve as a director on the
Company's
Board by reason of death or Disability, or
if there is a Change of Control, the
Restricted Stock that has not vested shall
immediately vest and no longer be
subject to forfeiture or any transfer
restrictions hereunder. If the Participant
ceases to serve as a director for any other
reason, voluntarily or
involuntarily, prior to the expiration of
the Restriction Period, then the
Restricted Stock that has not vested as of
the cessation date shall immediately
be forfeited, ownership shall be
transferred back to the Company and the
Restricted Stock shall become authorized
but unissued Shares.
2.
Issuance of Shares.
Certificates representing the Restricted Stock shall be registered
in the
Participant's name (or an appropriate book
entry shall be made). Certificates,
if issued, may, at the Company's option,
either be held by the Company in escrow
until the Restriction Period expires or
until the
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restrictions thereon otherwise lapse and/or
be issued to the Participant and
registered in the name of the Participant,
bearing an appropriate restrictive
legend that refers to this Agreement and
remaining subject to appropriate
stop-transfer orders. The Participant
agrees to deliver to the Board, upon
request, one or more stock powers endorsed
in blank relating to the Restricted
Stock. If and when the Restricted Stock
vests and is no longer subject to
forfeiture or transfer restrictions,
unlegended certificates for such Restricted
Stock shall be delivered to the Participant
(subject to Section 6 pertaining to
the withholding of taxes and Section 14
pertaining to the Securities Act of
1933, as amended (the "Securities Act"));
provided, however, that the Board may
cause such legend or legends to be placed
on any such certificates as it may
deem advisable under Applicable Law.
3. Rights as a
Stockholder.
Except as
otherwise provided in this Agreement or the Plan, during the
Restriction Period the Participant shall
have, with respect to the Restricted
Stock, all of the rights of a stockholder
of the Company, including the right to
vote the Restricted Stock and the right to
receive any dividends or other
distributions with respect thereto.
4.
Adjustments.
If any
change in corporate capitalization, such as a stock split,
reverse
stock split, stock dividend, or any
corporate transaction such as a
reorganization, reclassification, merger or
consolidation or separation,
including a spin-off of the Company or sale
or other disposition by the Company
of all or a portion of its assets, any
other change in the Company's corporate
structure, or any distribution to
stockholders (other than a cash dividend)
results in the outstanding Shares, or any
securities exchanged therefor or
received in their place, being exchanged
for a different number or class of
shares or other securities of the Company,
or for shares of stock or other
securities of any other corporation, or
new, different or additional shares or
other securities of the Company or of any
other corporation being received by
the holders of outstanding Shares, then the
shares of Restricted Stock granted
pursuant to this Agreement shall be treated
in the same manner as other
outstanding Shares of the Company.
5.
Validity of Share Issuance.
The shares
of Restricted Stock have been
