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EXHIBIT 10.2
SANDERSON FARMS, INC.
RESTRICTED STOCK AGREEMENT
(MANAGEMENT EMPLOYEE)
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 performance
of future services on behalf of the
Company, 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
tenth anniversary of the Grant Date, so
long as the Participant has remained
continuously employed by the Company from
the Grant Date through such date.
(c) In the event of (i) the Participant's termination of
employment
with the Company by reason of death or
Disability, in either case five years or
more from the Grant Date, (ii) his
termination of employment with the Company on
or after five years from the Grant Date and
after his attainment of eligibility
for retirement (as determined by the Board
from time to time), or (iii) 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's employment with the
Company is terminated 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 termination date
shall immediately be forfeited, ownership
shall be transferred back to the
Company and the Restricted Stock shall
become authorized but unissued Shares.
(e) If the Board determines in good faith that the Participant
has
engaged in any Detrimental Activity during
the period that the Participant is
employed by the Company or during the
two-year period following the
Participant's voluntary termination of
employment or
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his termination by the Company for Cause,
then the Restricted Stock that has not
vested as of the date of the Board
determination shall immediately be forfeited,
ownership shall be transferred back to the
Company and the Restricted Stock
shall become authorized but unissued Shares
or, if the Restricted Stock has
already vested, the Participant shall repay
to the Company the fair market value
of the Shares as of the Grant Date. For
purposes of this Section 1(e), the
parties hereto agree that the fair market
value of the Shares as of the Grant
Date is $_________ per share.
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 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 (
