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Exhibit 10.1
SANDERSON FARMS, INC.
FORM OF RESTRICTED STOCK AGREEMENT
This
RESTRICTED STOCK AGREEMENT (this "Agreement"), made and entered
into
as of the ____ day of _________, 200__ (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 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
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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 $______ 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 (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 Co
