FLOWERS FOODS, INC. 2001 EQUITY AND PERFORMANCE INCENTIVE PLAN

Exhibit 10.23

FLOWERS FOODS, INC.
2001 EQUITY AND PERFORMANCE INCENTIVE PLAN

Form of 2009 Restricted Stock Agreement

          WHEREAS, __________________ (the “ Grantee ”) is an employee of Flowers Foods, Inc. (the “ Company ”) or a Subsidiary (as defined below); and

          WHEREAS, the grant of Restricted Stock to the Grantee has been duly authorized by a resolution of the Committee (as defined below) duly adopted on ____________, 2009 (the “ Date of Grant ”).

          NOW, THEREFORE, pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan (the “ Plan ”), the Company hereby grants to the Grantee as of the Date of Grant ____________ shares of Restricted Stock, pursuant to this 2009 Restricted Stock Agreement (this “ Agreement ”). The Restricted Stock shall be fully paid and nonassessable and shall be represented by a certificate registered in the name of the Grantee and bearing a legend referring to the restrictions hereinafter set forth.

     1.  Vesting of Restricted Stock . (a) On the Vesting Date (defined below), the Restricted Stock shall become nonforfeitable, subject to the Grantee having remained in the continuous employ of the Company until said date, if the criteria listed in section (b) below have been met as of said date. For purposes of this Agreement, Grantee’s employment with the Company will be deemed to have ceased as of the last day worked. In the case of a Grantee having received short term disability benefits, employment will be deemed to have ceased on the last day for which such short term benefits are paid, unless the Grantee immediately returns to active employment. For the purposes of this Agreement, the continuous employment of the Grantee with the Company or a Subsidiary will not be deemed to have been interrupted, and the Grantee will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i) the termination of his employment by the Company or a Subsidiary and immediate rehire by the Company (if the Company was not the original employer) or by another Subsidiary or (ii) an approved leave of absence.

     (b) (i) In order for the Restricted Stock to become nonforfeitable as of the Vesting Date, the following Management Objective must be achieved as of the end of the second fiscal year referenced below: the Company’s average “return on invested capital” calculated on continuing operations for its fiscal years 2009 and 2010 must exceed its weighted average “cost of capital” by 2.5% for said period.

          (ii) In the event that the requirements of subparagraph (b)(i) above are satisfied, the Grant of Restricted Stock will be further adjusted according to achievement of a management objective based on the relative performance of the Company’s “total return to shareholders” (“ Flowers TSR ”) determined for its 2009 and 2010 fiscal years compared to the “total return to shareholders” of the Standard & Poor’s 500 Packaged Food and Meat Index (“ S&P TSR ”) for the same, or approximately same, period as follows:

     (c) Notwithstanding the provisions of Section 1(a), all of the initial Grant of Restricted Stock shall immediately become nonforfeitable, but shall not be adjusted according to subsection (b)(ii) above,

          (i) in the event of a Change in Control; or

          (ii) in the event that Grantee’s employment with the Company shall terminate prior to the second anniversary of the Date of Grant because of:

     (d) In the event that Grantee’s employment with the Company shall terminate prior to the second anniversary of the Date of Grant because of Retirement, a pro rata portion of the initial Grant of Restricted Stock shall become nonforfeitable conditioned upon, and at the time of, the certification of satisfaction of Management Objectives referred to in (e) below. Said portion shall not be adjusted according to subsection (b)(ii) above. The pro rata portion shall be determined by the number of quarters from the Date of Grant until Retirement compared with eight.

     (e) Before the Restricted Stock and Performance Stock referred to in this Section 1 is deemed nonforfeitable or earned, the Board must certify that the respective Management Objectives in subsections (b)(i) and (ii) have been satisfied, and the date of said certification shall constitute the “ Vesting Date ”; provided, however, that the Board may make the certification subject to the filing of the Company’s Annual Report on Form

10-K with the Securities and Exchange Commission reflecting the satisfaction of said Management Objectives, in which event the date of said filing shall constitute the “ Vesting Date .”

     2.  Forfeiture of Restricted Stock . (a) Subject to Section 1(c) and (d), any Restricted Stock that has not theretofore become nonforfeitable shall be forfeited if the Grantee ceases to be continuously employed by the Company at any time prior to the applicable vesting date.

     (b) In the event, however, that prior to the Restricted Stock becoming nonforfeitable in full the Grantee shall be demoted from the position of employment held by the Grantee on the Date of Grant to a position which would not have been eligible for a Grant pursuant to the Committee’s guidelines as of the Date of Grant, then the Grantee shall forfeit a fraction of the initial Grant, but shall be entitled to retain the remaining fraction of the initial Grant, subject to the provisions of this agreement, which is equal to the number of the Company’s fiscal quarters in which the Grantee is employed in the position held by the Grantee on the Date of Grant (beginning with the Date of Grant and terminating with the quarter in which or with which demotion occurs) divided by eight. Notwithstanding the foregoing, solely for purposes of this Agreement, an apparent demotion from the position of employment held by the Grantee on the Date of Grant shall nonetheless not be deemed to constitute a demotion if the Committee so determines.

     3.  Dividend, Voting and Other Rights . Except as otherwise provided herein, the Grantee shall have all of the rights of a stockholder with respect to the Restricted Stock, including the right to vote such Stock and receive any dividends that may be paid thereon; provided, however, that any additional shares of Common Stock or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of Stock, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be subject to the same restrictions as the Restricted Stock.

     4.  Retention of Stock Certificate(s) by the Company . The certificate(s) representing the Restricted Stock shall be issued in book entry form and held in a separate restricted account from all other shares registered in the name of the Grantee by the Company’s stock transfer agent or shall be held in custody by the Secretary of the Company, together with a stock power endorsed in blank by the Grantee with respect thereto, until those shares have become nonforfeitable in accordance with Section 1. In order for the Grant under this Agreement to be effective, the Grantee must sign and return the attached stock powers to the attention of the Secretary of the Company.

     5.  Restrictions on Transfer of Restricted Stock . The Restricted Stock may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to the Company, until the shares have become nonforfeitable in accordance with Section 1. Any purported transfer, encumbrance or other disposition of the Restricted Stock that is in violation of this Section 5 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Stock

     6.  Compliance with Law .