Exhibit 10.6
PERFORMANCE SHARE
CERTIFICATE
Non-transferable
GRANT TO
(“Grantee”)
by Gold Kist Inc. (the “Company”) of
performance shares (“Performance Shares”),
representing
an opportunity to earn shares of its common
stock, $0.01 par value (“Common Stock”).
This award is made pursuant to and
subject to the provisions of the Gold Kist Inc. 2004 Long-Term
Incentive Plan (the “Plan”) and to the terms and
conditions set forth on the following pages (the “Terms and
Conditions”). By accepting the Performance Shares, Grantee
shall be deemed to have agreed to the terms and conditions set
forth in this Certificate and the Plan.
Base Number of Performance Shares:
Performance Period : February 1, 2005 to September 30, 2007 (32
months)
IN WITNESS WHEREOF, Gold Kist Inc.,
acting by and through its duly authorized officers, has caused this
Certificate to be executed as of the Grant Date.
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GOLD KIST INC.
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By:
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Its:
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Authorized Officer
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Grant Date: January 24, 2005
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TERMS AND CONDITIONS
1. Grant of Performance Shares . The
Company hereby grants to Grantee named on page 1 hereof
(“Grantee”), subject to the restrictions and the other
terms and conditions set forth in the Gold Kist Inc. 2004 Long-Term
Incentive Plan (the “Plan”) and in this award agreement
(this “Certificate”), the opportunity to earn a number
of shares of Common Stock equal to up to 150% times the Base Number
of Performance Shares indicated on page 1 hereof. Capitalized terms
used herein and not otherwise defined shall have the meanings
assigned to such terms in the Plan.
2. Performance Measure and Adjustment of
Performance Shares . Each Performance Share has the value of
one share of Common Stock of the Company. Performance Shares are
credited to a bookkeeping account in the name of Grantee until
settled in shares of Common Stock as provided herein.
Grantee’s account shall be credited on the Grant Date with
the Base Number of Performance Shares shown on page 1 of this
Certificate. The number of Performance Shares in the account shall
be increased or decreased in accordance with the following
adjustment matrix, based on the Company’s relative
profitability (expressed as cents per bird processed) vs. the
weighted average profits of a peer group consisting of
approximately 16 multi-plant competitors selected by the Committee,
as compiled and reported by Agri Stats for the final fiscal year in
the Performance Period (October 1, 2006 through September 30,
2007). At the end of the Performance Period, the number of
Performance Shares in Grantee’s account shall be adjusted in
accordance with the following matrix.
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The Company’s
Profit
(Cents/Bird
Processed)
vs. Peer Group
Average
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Performance Shares
Credited
(as a % of the Base Number
of
Performance Shares)
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$1.00 or more above
average
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150%
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$.50 above average
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100%
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$.50 below average
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50%
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more than $.50 below
average
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0% to 50%, as determined by the
Committee
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If the Company’s performance is between
$1.00 above average and $.50 below average, then the number of
Performance Shares to be credited to Grantee’s account will
be interpolated on a straight-line basis between the next higher
and lower designated percentile points, rounded upward to the next
highest whole share.
3. Termination of Employment . In the
event
