Exhibit 10.43
FINAL FORM
FLOWERS FOODS, INC.
2014 OMNIBUS EQUITY AND INCENTIVE COMPENSATION PLAN
Time Based Restricted Stock Unit Agreement
WHEREAS, [[FIRSTNAME]] [[LASTNAME]] (the “Grantee”) is a Participant in the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (amended and restated effective May 25, 2023) (the “Plan”) and is an employee of Flowers Foods, Inc. (the “Company”) or a Subsidiary; and
WHEREAS, a grant of Restricted Stock Units to the Grantee has been duly authorized by a resolution of the Committee as effective on December 31, 2023 (the “Date of Grant”).
NOW, THEREFORE, pursuant to the Plan, the Company hereby memorializes a grant to the Grantee, as of the Date of Grant, pursuant to this Time Based Restricted Stock Unit Agreement (this “Agreement”) of [[SHARESGRANTED]] time based Restricted Stock Units (the “TBRSUs”).
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then all of Grantee’s forfeitable TBRSUs shall immediately become non-forfeitable.
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Notwithstanding the foregoing, no termination of employment by the Grantee shall constitute a termination for “Good Reason” unless (A) the Grantee gives the Company notice of the existence of an event described in any of clauses (i) through (viii) above, within ninety (90) calendar days following the occurrence of such event, (B) the Company does not remedy such event within thirty (30) calendar days after receiving the notice described in the preceding clause (A), and (C) the Grantee terminates employment within one hundred eighty (180) days after the occurrence of the event that constitutes Good Reason.
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(Signature follows on the next page)
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer as of the day and year first above written.
FLOWERS FOODS, INC | |
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