<PAGE>
EXHIBIT 10.11
SEPARATION AGREEMENT
AGREEMENT between Flowers Foods, Inc., a Georgia corporation
(the "Company"), and _______________ (the "Employee"), dated as of
the ____ day
of __________ ______.
WHEREAS, the Company, on behalf of itself and its
shareholders, wishes to continue to attract and retain
well-qualified executive
and key personnel who are an integral part of the management of the
Company or
of one or more of its Subsidiaries, such as Employee, and to assure
itself of
continuity of management in the event of any prospective or actual
Change in
Control (as defined in Appendix I of this Agreement) of the
Company; and
WHEREAS, the Company wishes to provide the Employee with
appropriate protection with respect to the Employee's continued
employment in
the event of a prospective or actual Change in Control, in exchange
for the
Employee agreeing to continue to serve as an executive employee of
the Company
or a Subsidiary in the event of a prospective or actual Change in
Control; and
WHEREAS, the Employee agrees to continue to serve as an
executive employee of the Company or a Subsidiary in the event of a
prospective
or actual Change in Control as consideration for the employment
rights set forth
herein;
NOW, THEREFORE, in consideration of the foregoing premises and
of the mutual covenants and conditions set forth herein and for
other good and
valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the Company and the Employee hereby agree as
follows:
1. Operation of
Agreement.
(a)
The "Effective Date"
shall be ______________.
(b)
Certain capitalized
terms shall have the meaning indicated in Appendix
I, which may be amended by the Company as provided in Section
15(g)
below. In addition, the term "Employer" shall mean either the
Company
or a Subsidiary, as
applicable, which is the direct employer of the
Employee.
2. Coverage
Period. The "Coverage Period" is the period commencing on the
Effective Date and ending on the ______ anniversary of such date;
provided,
however, that commencing on the date one year after the Effective
Date (the
"Renewal Date"), and on each anniversary of the Renewal Date, the
Coverage
Period shall be automatically extended so as to terminate _____
years from
such
Renewal Date or Renewal Date anniversary, as the case may be,
unless
at
least 60 days prior to the Renewal Date or Renewal Date
anniversary, as
the
case may be, either party shall give the other party written
notice
that
the Coverage Period shall not be so extended. Notwithstanding
the
foregoing, in the event a Change in Control (as defined in Appendix
I)
occurs during the Coverage Period, the Coverage period shall be
automatically extended to terminate on the _____ anniversary of the
Change
in
Control.
<PAGE>
3. Employment
Period. Subject to the provisions of Sections 6 and 7 of this
Agreement, and provided (i) that the Employee is still employed by
the
Employer immediately preceding the occurrence of a Change in
Control, and
(ii)
that this Agreement is in effect as provided in Section 1 above,
the
Employer hereby agrees to continue the Employee in its employ, and
the
Employee hereby agrees to remain in the employ of the Employer for
the
period commencing on the effective date of such Change in Control
(the
"Commencement Date") and ending on the ______ anniversary of
the
Commencement Date or if earlier, the Employee's attainment of
age
sixty-five (65) (the "Employment Period"). The Employee also agrees
to
remain in the employ of the Employer in the event of any
anticipated Change
in
Control, so long as this Agreement is in effect as provided in
Section
2.
4. Position and
Duties.
(a)
During the Employment
Period, the Employee's position (including
status, offices, titles and reporting requirements, authority,
duties
and responsibilities) shall be at least commensurate in all
material
respects with those held, exercised and assigned at any time
during
the 90-day period immediately preceding the Commencement Date, and
the
Employee's principle place of business shall be located within a
50
mile radius of the location of said principle place of business
immediately preceding the Commencement Date.
(b)
Excluding periods of
vacation and sick leave to which the Employee is
entitled, the Employee agrees during the Employment Period to
devote
substantially all of his attention and time during normal
business
hours to the business and affairs of the Employer and, to the
extent
necessary to discharge the responsibilities assigned to the
Employee
hereunder, to use reasonable best efforts to perform faithfully
and
efficiently such responsibilities. The Employee may (i) serve
on
corporate, civic or charitable boards or committees, (ii)
deliver
lectures, fulfill speaking engagements or teach at educational
institutions and (iii) manage personal investments, so long as
such
activities do not interfere with the performance of the
Employee's
responsibilities to the Employer. It is expressly understood
and
agreed that to the extent that any such activities have been
conducted
by the Employee prior to the Commencement Date, such prior conduct
of
activities, and any subsequent conduct of activities similar in
nature
and scope, shall not thereafter be deemed to interfere with the
performance of the Employee's responsibilities to the Employer.
5. Compensation.
The following provisions apply during such time as the
Employee is employed during the Employment Period:
(a)
Base Salary. During
the Employment Period, the Employee shall receive
a base salary as increased hereunder from time to time ("Base
Salary")
at a rate at least equal to the salary rate paid to the Employee
by
the Employer, together with any of its Affiliates, immediately
prior
to the Commencement Date. The Base Salary shall be reviewed
periodically and may be increased (but not decreased) in the course
of
each such review to reflect increases in the cost of living and
such
other increases as shall be consistent with increases in base
salary
awarded in the ordinary course of
2
<PAGE>
business to other key executives. Under no circumstances shall
any
increase in the Base Salary (i) limit or reduce any other
obligation
to the Employee under this Agreement, or (ii) be later reduced
or
eliminated, once effective.
(b)
Annual Bonus and
Long-term Incentive Compensation.
(i) In addition to the
Base Salary, the Employee shall be paid, for
each fiscal year ending during the Employment Period, an annual
bonus (an "Annual Bonus") pursuant to the Company's Annual
Executive Bonus Plan, or a comparable successor plan, in cash,
the amount of which Annual Bonus shall be based on
substantially
the same performance criteria and goals as were in effect in
connection with the Bonus Plan or a comparable successor plan
to
said Bonus Plan immediately prior to the Commencement Date. In
no
event, however, shall the Employee's Annual Bonus be reduced to
a
level which is less than the average bonus paid by the Employer
with respect to the Employee under the Bonus Plan (or a
comparable successor plan to the Bonus Plan) for the three
fiscal
years of the Employer (or shorter actual period) in which were
paid the highest bonuses during the five said years immediately
preceding the Commencement Date. In the event that the period
for
the first annual bonus under said plan has not expired by the
date of the Change in Control, the Employee shall be deemed to
have received the target bonus for said period. Each such
Annual
Bonus shall be payable within three months after the end of the
fiscal year for which the Annual Bonus is awarded, unless the
Employee shall otherwise timely elect to defer the receipt of
such Annual Bonus under any deferred compensation plan of the
Employer then in effect.
(ii) For each fiscal year during the Employment Period, the
Employee
shall also receive any long-term incentive compensation to
which
he is entitled pursuant to the terms of stock-based awards
granted under the Company's Equity and Performance Incentive
Plan
("Long-Term Incentive Compensation"), and shall furthermore
continue to receive grants of said types of awards (other than
an
extraordinary award) consistent with the prior practices of the
Company as determined in the two fiscal years of the Company
ending immediately prior to the Change in Control (or shorter
actual period).
(c)
Incentive Savings and
Retirement Plans. In addition to the Base Salary
and Annual Bonus and Long-term Incentive Compensation payable
as
herein above provided, the Employee shall be entitled to
participate,
during the Employment period, in all incentive, savings and
retirement
plans and programs applicable to other key executives of the
Employer
in comparable positions, but in no event shall such plans and
programs, in the aggregate, provide the Employee with
compensation,
benefits and reward opportunities less favorable than those
provided
by the Employer under such plans and programs as in effect with
respect to the Employee at any time during the 90-day period
immediately preceding the Commencement Date.
3
<PAGE>
(d)
Welfare Benefit Plans.
During the Employment Period, the Employee
and/or the Employee's dependents as the case may be, shall be
eligible
to participate in and shall receive all benefits under each
welfare
benefit plan of the Employer, including, without limitation,
all
medical, dental, disability, group life, accidental death and
travel
accident insurance plans and programs of the Employer, as in
effect
with respect to
the Employee and his dependents at any time during the
90-day period immediately preceding the Commencement Date or, if
more
favorable to the Employee, as in effect at any time thereafter
with
respect to other key executives of the Employer in comparable
positions.
(e)
Expenses. During the
Employment Period, the Employee shall be entitled
to receive prompt reimbursement for all reasonable
business-related
expenses incurred by the Employee in accordance with the policies
and
procedures of the Employer as in effect with respect to the
Employee
at any time during the 90-day period immediately preceding the
Commencement Date or, if more favorable to the Employee, as in
effect
at any time thereafter with respect to other key executives of
the
Employer in comparable positions.
(f)
Fringe Benefits.
During the Employment Period, the Employee shall be
entitled to fringe benefits and perquisites in accordance with
the
policies of the Employer as in effect with respect to the Employee
at
any time during the 90-day period immediately preceding the
Commencement Date or, if more favorable to the Employee, as in
effect
at any time thereafter with respect to other key executives of
the
Employer in comparable positions.
(g)
Office and Support
Staff. During the Employment Period, the Employee
shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to secretarial and
other
assistance, at least equal to those provided to the Employee at
any
time during the 90-day period immediately preceding the
Commencement
Date or, if more favorable to the Employee, as provided at any
time
thereafter with respect to other key executives of the Employer
in
comparable positions.
(h)
Vacation. During the
Employment Period, the Employee shall be entitled
to paid vacation in accordance with the policies of the Employer as
in
effect with respect to the Employee at any time during the
90-day
period immediately preceding the Commencement Date or, if more
favorable to the Employee, as in effect at any time thereafter
with
respect to other key executives of the Employer in comparable
positions.
6. Termination.
Prior to the Commencement Date, the employment of the Employee
may
be terminated at any time by the Employee or the Employer, with
or
without cause of any nature, in accordance with the Employer's
usual
policies and practices, at which time this Agreement shall
automatically
terminate. The following provisions relate solely to termination of
the
Employee's employment during the Employment Period:
(a)
Death or
Disability.
4
<PAGE>
(i) Subject to Section
7 below, this Agreement shall terminate
automatically upon the Employee's death.
(ii) Subject to Section 7 below, the Company may terminate this
Agreement after having established the Employee's Disability
(pursuant to the definition of "Disability" set forth below),
by
giving to the Employee written notice of its intention to
terminate the Employee's employment. In such a case, the
Employee's employment with the Employer shall terminate
effective
on the 90th day after receipt of such notice (the "Disability
Effective Date"), unless within 90 days after such receipt, the
Employee shall have returned to the full-time performance of
the
Employee's
duties. For purposes of this Agreement, "Disability"
means disability which, after the expiration of more than 26
weeks after its commencement, is determined to be total and
permanent by a physician selected by the Company or its
insurers
and acceptable to the Employee or the Employee's legal
representative (such agreement as to acceptability not to be
withheld unreasonably).
(b)
Cause. The Employer
may terminate the Employee's employment for
"Cause." For purposes of this Agreement, "Cause" means (i) an act
or
acts of dishonesty, moral turpitude or willful misconduct taken by
the
Employee and intended to result in substantial personal enrichment
of
the Employee at the expense of the Company or any Subsidiary or
which
have a material adverse impact on the business or reputation of
the
Company or any Subsidiary of the Company, or (ii) repeated
violations
by the Employee of the Employee's obligations under Section 4 of
this
Agreement which are demonstrably willful and deliberate on the
Employee's part and which have a material adverse impact on the
business or reputation of the Company or any Subsidiary of the
Company, but specifically excluding alleged violations which are
due
to disability or for "Good Reason" as defined below.
(c)
Good Reason. The
Employee's employment may be terminated by the
Employee for Good Reason. For purposes of this Agreement, "Good
Reason" means:
(i) (A) the Assignment to the Employee of
any duties inconsistent in
any material respect with the Employee's position (including
status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by
Section 4 of this Agreement or
(B) any other action
by the Employer which results in a material
diminishment in such position, authority, duties or
responsibilities, other than action or inaction which is
remedied by the Employer within 30 days after receipt of
written notice thereof given by the Employee;
5
<PAGE>
(ii) any failure by the Employer to comply with any of the
provisions
of Section 5 of this Agreement, other than any failure which is
remedied by the Employer within 30 days after receipt of
written
notice thereof given by the Employee;
(iii) the Employer's requiring the Employee to be based at any
office
or location more than 50 miles away from that at which the
Employee is based at the Commencement Date, except for travel
reasonably required consistent with past practices, in the
performance of the Employee's responsibilities;
(iv) any purported termination by the Employer of the
Employee's
employment otherwise than as permitted by this Agreement; or
(v) any failure by the
Company to comply with and satisfy Section
12(c) of this Agreement.
(d)
Notice of Termination.
Any termination by the Employer for Cause or by
the Employee for Good Reason shall be communicated by Notice of
Termination to the other party hereto given in accordance with
Section
15(b) of this Agreement. For purposes of this Agreement, a "Notice
of
Termination" means a written notice which (i) indicates the
specific
termination provision in this Agreement relied upon, (ii) sets
forth
in reasonable detail the facts and circumstances claimed to provide
a
basis for termination of the Employee's employment under the
provision
so indicated, and (iii) if the termination date is other than the
date
of
receipt of such notice, specifies the termination date (which
date
shall be not more than 15 days after the giving of such
notice).
(e)
Date of Termination.
"Date of Termination" means the date of receipt
of the Notice of Termination or any later date as of which the
termination of employment will occur specified therein, as the
case
may be. If the Employee's employment is terminated by the Employer
in
breach of this Agreement, the Date of Termination shall be the date
on
which the Employer notifies the Employee of such termination.
7. Obligations
of the Company Upon Termination. The following provisions apply
only
in the event the Employee is terminated during the Employment
Period.
In
addition, in the event that the Employee is a participant in any
other
compensation arrangement sponsored by the Company, the terms of
the
particular arrangement shall govern the Employee's rights
thereunder in the
event of a separation from employment.
(a)
Death. If the
Employee's employment is terminated by reason of the
Employee's death, this Agreement shall terminate without
further
obligation to the Employee's legal representatives under this
Agreement other than those payment amounts accrued and payable
hereunder at the date of the Employee's death. Anything in this
Agreement to the contrary notwithstanding, the Employee's family
shall
be entitled to receive benefits at least equal to those provided
by
the Employer to surviving families of executives of the Employer
in
the same or comparable positions under such plans, programs and
policies relating to family death benefits,
6
<PAGE>
if any, as in effect at any time during the 90-day period
immediately
preceding the Commencement Date or, if more favorable to the
Employee
and/or the Employee's family, as in effect at the time of
Employee's
death with respect to other key executives of the Employer in
comparable positions and their families.
(b)
Disability. If the
Employee's employment is terminated by reason of
the Employee's Disability, the Employee shall be entitled after
the
Disability Effective Date to receive any amounts then accrued
and
payable hereunder and to receive disability and other benefits
at
least equal to those provided by the Employer to disabled
employees
and/or their families in accordance with such plans, programs
and
policies relating to disability, if any, as in effect with respect
to
executives of the Employer in the same or comparable positions at
any
time during the 90-day period immediately preceding the
Commencement
Date or, if more favorable to the Employee and/or the
Employee's
family, as in effect at the time of the disability termination
with
respect to other key executives of the Employer in comparable
positions and their families.
(c)
Cause. If the
Employee's employment shall be terminated for Cause, the
Employer shall pay the Employee his full Base Salary through the
Date
of Termination at the rate in effect at the time Notice of
Termination
is given and shall provide the Employee, through the Date of
Termination, such welfare benefits, fringe benefits, and other
perquisites as were provided to the Employee immediately prior
to
delivery to Employee of the Notice of Termination. Subject to
Section
8 below, the Company shall have no further obligation to the
Employee
under this Agreement.
(d)
Good-Reason; Other
Than for Cause or Disability. If the Employer shall
terminate the Employee's employment with the Employer other than
for
Cause or Disability, or the employment of the Employee with the
Employer shall be terminated by the Employee for Good Reason,
(i) the Employer shall
pay to the Employee in a lump sum in cash
within 30 days after the Date of Termination (except that if
the
Employee is a "Specified Employee" as said term is defined in
Section 409A of the Internal Revenue Code of 1986, as amended
(the "Code"), and to the extent deemed necessary by the Company
in order to comply with said Code section, said payment shall
not
be made prior to the date which is six (6) months after his or
her separ
