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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 du
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