RESTRICTED STOCK AGREEMENT
(Management Employee)
This RESTRICTED
STOCK AGREEMENT (this “Agreement”), made and entered
into as of the 29 th day of January, 2009 (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 fourth 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,
(ii) the participants termination of employment with the
Company after his attainment of eligibility for retirement (as
determined by the Board for 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.
(d) 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 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(d), the parties hereto agree that the fair market
value of the Shares as of the Grant Date is $38.24 per
share.
1
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.
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 corpora
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