EXHIBIT 10.19
SANDERSON FARMS, INC.
BONUS AWARD PROGRAM
(DIVISION MANAGERS)
Effective November 1, 2001
Supercedes November 1, 1997
SANDERSON FARMS, INC.
Bonus Award Program
as of November 1, 1997
I. PURPOSE
The Board of Directors of Sanderson Farms, Inc. has determined that in
addition to the Company's existing competitive and equitable total compensation
package, it is desirable to maintain a bonus award program for its salaried
employees. The purposes for such a program include:
A. To encourage excellence and high levels of performance.
B. To recognize the contributions of the salaried employees to
the overall profitability of the Company.
C. To encourage all employees from every division in the Company
to cooperate, share information and work together as a team
for the overall benefit of the Company and its shareholders.
II. PARTICIPATION AND MAXIMUM
AWARD
The Executive Committee of Sanderson Farms, Inc. will select and recognize
personnel eligible to participate in the bonus award program, and reserves the
right to review and change the class of eligible employees at any time. Those
now designated include:
A. Salaried personnel within the corporate structure of Sanderson
Farms, Inc., Sanderson Farms, Inc. (Production Division),
Sanderson Farms, Inc. (Processing Division) and Sanderson
Farms, Inc. (Foods Division).
B. All salaried management and accounting trainees within the
corporate structure.
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 2001
Supercedes Nov. 1, 1997
III. ELIGIBILITY
EMPLOYMENT/PARTICIPATION
Except in the case of death, disability or retirement, as set forth
below, employees must be employed in a designated position on October 31 of the
applicable fiscal year and must have been employed in a designated position for
period of nine months prior to the end of the fiscal year to be eligible to
participate in the bonus award program. Base salary for this purpose shall
include regular compensation only, and shall not include bonus award payments
and any other miscellaneous payments that might be treated as income to the
employee.
DEATH, DISABILITY AND RETIREMENT
If an eligible employee terminates employment with the Company during
the fiscal year before October 31 as a result of death, disability or
retirement, and had been in a designated position for a period of at least nine
months, such employee will be eligible to participate in the Bonus Award Program
notwithstanding the fact that the employee is not employed on October 31, and
the base salary paid to such employee during that portion of the year during
which he or she was employed in a designated position will be used to calculate
the amount of such employee's bonus award.
EXTRAORDINARY CIRCUMSTANCES
Extraordinary circumstances will be subject to review by the Executive
Committee.
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 1997
IV. DETERMINATION OF AWARD AND
PAYMENT
Bonus award programs for many corporations focus in some form or
another on the real dollar profits earned by the corporation within a given time
frame. This method of determining bonuses to be paid to employees recognizes
that bonuses should be paid to employees only after a fair and equitable return
has been earned for the shareholders who own the company. With this basic
philosophy in mind, the Board has determined that no bonuses will be paid under
this program unless net return on average stockholders' equity after
consideration is taken for any bonus paid under this program for the year
exceeds eight percent (8%). After this minimum threshold is met, the Bonus Award
Program will become effective, and bonuses will be paid if the other criteria
described in this program are met.
In recognition of the fact that one of our primary obligations as
employees of this Company is to our shareholders, the Board of Directors has
determined that net profits made by the consolidated corporations [Sanderson
Farms, Inc., Sanderson Farms, Inc. (Production Division), Sanderson Farms, Inc.
(Processing Division) and Sanderson Farms, Inc. (Foods Division)] on a per share
basis for the period November 1 through October 31 of each year will be the
primary basis for bonus awards. For all employees of Sanderson Farms other than
certain management level employees, this will be the sole basis for determining
bonus awards.
Although the Board has determined that net profits earned for
shareholders of the Company should be the primary method of determining the
bonuses to be paid to employees, the Board has also recognized that certain
management level employees have responsibility for and more direct control over
the operating performance and profitability of the Company. In recognition of
this fact, the Board has concluded that a certain percentage of your bonus
should be determined by evaluating the operating and profitability performance
of the Company relative to its peers and competitors. Therefore, while a portion
of your bonus will be determined by the Company's earnings per share
performance, a portion will also be determined by evaluating the performance of
the Company as compared to our peers and competitors by Agri Stats for the
poultry division, and certain net income growth targets for managers in the
foods division, all as described herein.
The audited annual financial statements, on a consolidated basis, of
Sanderson Farms, Inc. will be the measuring tool for the net return to
shareholders portion of the bonus award program. The annual bonus award will be
paid to participants in the bonus award program after the outside auditors have
completed their annual audit of the corporations, which is usually approximately
two (2) months after the end of the fiscal year.
The Company's performance relative to its peers and competitors as
reported by Agri Stats will be used to evaluate and determine bonuses paid to
those employees whose bonuses are determined in part by such performance. The
appropriate measuring tool as set forth in this Bonus Award Program as reported
by Agri Stats for the twelve (12) month period ending on October 31 each year
will be used to determine if a bonus has been earned by such employees.
SANDERSON FARMS, INC.
Bonus Award Program
Effective November 1, 2001
Supercedes Nov. 1, 1997
V. OBJECTIVES AND FORMULAS FOR DETERMINATION OF THE BONUS AWARD
A. EPS Bonus
All salaried employees will receive a bonus if the net income per share
objectives set forth below are met, and if the minimum return on average
stockholders equity for the year is earned. The annual audited financial
statements, on a consolidated basis, of Sanderson Farms, Inc., will be the
measuring tool for this portion of the Bonus Award Program. The annual bonus
award will be paid to participants after the outside auditors have completed
their annual audit of the consolidated corporation.
The earnings per share objectives and the respective percentage of
employees' bonus dependent upon EPS earned for the fiscal year (November 1 thru
October 31) are as follows:
RANK PER SHARE RETURN* PERCENTAGE OF AWARD
- ---- ------------------ -------------------
Best (1st) $2.6568 100.0%
2nd $2.6022 95.5%
3rd $2.5407 91.0%
4th $2.4793 86.5%
5th $2.4178 82.0%
6th $2.3564 77.5%
7th $2.2948 73.0%
8th $2.2333 68.5%
9th $2.1718 64.0%
10th $2.1104 59.5%
11th $2.0488 55.0%
12th $1.9873 50.5%
13th $1.9259 46.0%
14th $1.8644 41.5%
15th $1.8028 37.0%
16th $1.7414 32.5%
17th $1.6799 28.0%
18th $1.6181 23.5%
19th $1.5568 19.0%
20th BELOW ZERO (0)
*Net of bonus. The per share return targets were calculated using 12,992,876
shares outstanding. Adjustments to these targets will be made to reflect changes
in the number of shares outstanding resulting from any merger, consolidation,
reorganization, re-capitalization, re-incorporation, stock-splits, stock
dividend, stock repurchase, or other changes in the corporate structure of the
Company. Furthermore, the target per share return numbers were calculated based
on a target net return on projected sales. The Company reserves the right to
adjust these targets in the event of a substantial fluctuation in sales pounds
or dollars during the year.
The following formula will be utilized to determine the exact dollar amount of a
participant's bonus award dependent upon EPS performance.
A = Gross Award
S = Base Salary (excluding bonus award
payments and other items of
miscellaneous income) of the
Participant during that portion
of the year in which he or she
was employed in a designated
position.
P = Percentage of award earned based on above
schedule
M = Percent of salary eligible to be earned
as a bonus based on EPS performance.
FORMULA
S X P X M = A
As with any awards made under this Bonus Award Program, no bonus will be
paid unless total net income return (after bonus) on average stockholders'
equity for the year exceeds eight percent (8%). Net return on average
stockholders' equity will be computed by taking the average of beginning and
ending stockholders' equity for the applicable year, and dividing that number
into net income for the year.
The percent of salary eligible to be earned as a bonus based on EPS
performance ("M" in the above formula) for the fiscal year is 25%.
B. Performance Based Bonus
All processing and production division managers will receive a bonus
based in part upon the Company's earnings per share performance, in part based
on the Company's overall corporate Agri Stats performance, and in part based on
the performance of the complexes to which they are assigned (for example, "big
bird debone" complexes will be grouped and "tray pack" complexes will be
grouped) relative to the Company's peers and competitors as reported by Agri
Stats. The overall corporate Agri Stats performance measure will be the
Company's performance relative to its peers and competitors as reported by Agri
Stats in its "bottom line analysis, per head" report, net of bonus. The
performance of the applicable complexes will be measured by the complexes'
combined performance relative to its peers and competitors as reported by
corporate Agri Stats in its complex "operational profit analysis, per head"
report, net of bonus.
These managers will be paid in accordance with the following schedules:
Percentage of Salary Assigned Corporate
Eligible to be Earned Complex Agri Stats
As Bonus Based Operating Bottom
on Performance Profit Line
Factors Report Report
(Per Head) (Per Head)
(Percentage of Award Earned) (Percentage of Award Earned)
Prod. Div. Managers, 50% 50%
Proc. Div. Managers, 50% 50%
By-Products Div. Mgr. 20% 100%
HIGH AVERAGE Top 20% Top 20%
Prod. Div. Managers, 33.3% 33.3%
Proc. Div. Managers 33.3% 33.3%
By-Products Div. Mgr. 20% 66.67%
LOW AVERAGE Top 30% Top 30%
Prod. Div. Managers, 16.7% 16.7%
Proc. Div. Managers 16.7% 16.7%
By-Products Div. Mgr. 20% 33.3%
The division manager at the Foods Division will receive a bonus based
in part upon the Company's earnings per share performance as described on pages
5 and 6 of this plan, and in part based on the Foods Division's performance as
measured by "net income before tax growth", "net income return on sales, before
tax" and Corporate Agri Stats Bottom Line Analysis, per head, report as
described below. The final results of the Foods Division will be determined
after the Company's external auditors have completed their audit at the end of
each fiscal year, which is completed approximately two months after the last day
of each fiscal year end.
Percentage of Salary
Eligible to be Earned Corporate
As Bonus Based Target Pre Target Pre Agri Stats
On Performance Tax Return Tax Income Bottom Line
Factors On Sales Growth Rpt (Per Head)
(Percentage of Award Earned)
Target 15% 59% Top 10%
Division Mgr.-Foods 20% 40% 40% 20%
14% 49%
Division Mgr.-Foods 20% 34% 34%
Average 13% 38% Top 20%
Division Mgr.-Foods 20% 28% 28% 10%
12% 27%
Division Mgr.-Foods 20% 22% 22%
Low 11% 17% Top 30%
Division Mgr.-Foods 20% 16% 16% 5%
The following formula will be utilized for all employees whose bonus is
to be determined in part by factors other than EPS performance to determine that
portion of the award dependent upon such factors:
A = Gross Award
S = Salary (excluding bonus award
payments and other items of miscellaneous
income) of the Participant during that portion
of the year in which he or she was employed in a
designated position.
P = Percentage of award earned based on performance
factor
M = Percentage of salary eligible to be earned and
paid as a bonus on performance factor.
FORMULA
S X P X M = A
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 2001
Supercedes Nov. 1, 1997
VI. PARAMETERS
This bonus award program has been designed to encourage teamwork and
cooperation among all of the divisions of Sanderson Farms, and to ensure that
Sanderson Farms is consistently among the leaders in profitability in the
broiler and prepared foods industry. The program is also designed to pay a bonus
to employees only after the Company has returned to its shareholders a fair and
equitable return.
1. In the event of extraordinary operating conditions that were
unforeseen when setting the objectives and percentages in this bonus award
program, such circumstances will be considered by the Executive Committee of
Sanderson Farms, Inc. in making awards.
2. In the event of possible reporting errors affecting the ranking, such
circumstances will be considered by the Executive Committee of Sanderson Farms,
Inc. in making awards.
3. In the event changes in laws or accounting procedures affect the
ranking, such circumstances will be considered by the Executive Committee of
Sanderson Farms, Inc. in making awards.
4. The per share return targets were calculated using 12,992,876 shares
outstanding. Adjustments to these targets will be made to reflect changes in the
number of shares outstanding resulting from any merger, consolidation,
reorganization, re-capitalization, re-incorporation, stock-splits, stock
dividend, stock repurchase, or other changes in the corporate structure of the
Company. Furthermore, the target per share return numbers were calculated based
on a target net return on projected sales. The Company reserves the right to
adjust these targets in the event of a substantial fluctuation in sales pounds
or dollars during the year.
SANDERSON FARMS, INC.
BONUS AWARD PROGRAM
(EXECUTIVE COMMITTEE)
Effective November 1, 2001
Supercedes November 1, 1997
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 1997
I. PURPOSE
The Board of Directors of Sanderson Farms, Inc. has determined that in
addition to the Company's existing competitive and equitable total compensation
package, it is desirable to maintain a bonus award program for its salaried
employees. The purposes for such a program include:
A. To encourage excellence and high levels of performance.
B. To recognize the contributions of the salaried employees to
the overall profitability of the Company.
C. To encourage all employees from every division in the Company
to cooperate, share information and work together as a team
for the overall benefit of the Company and its shareholders.
II. PARTICIPATION AND MAXIMUM
AWARD
The Executive Committee of Sanderson Farms, Inc. will select and recognize
personnel eligible to participate in the bonus award program, and reserves the
right to review and change the class of eligible employees at any time. Those
now designated include:
A. Salaried personnel within the corporate structure of Sanderson
Farms, Inc., Sanderson Farms, Inc. (Production Division),
Sanderson Farms, Inc. (Processing Division) and Sanderson
Farms, Inc. (Foods Division).
B. All salaried management and accounting trainees within the
corporate structure.
The maximum bonus award achievable will vary depending on the
employee's position in the Company.
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 2001
Supercedes Nov. 1, 1997
III. ELIGIBILITY
EMPLOYMENT/PARTICIPATION LEVEL
Except in the case of death, disability or retirement, as set forth
below, employees must be employed in a designated position on October 31 of the
applicable fiscal year and must have been employed in a designated position for
a period of nine months prior to the end of the fiscal year to be eligible to
participate in the bonus award program. Base salary for this purpose shall
include regular compensation only, and shall not include bonus award payments
and any other miscellaneous payments that might be treated as income to the
employee.
DEATH, DISABILITY AND RETIREMENT
If an eligible employee terminates employment with the Company during
the fiscal year before October 31 as a result of death, disability or
retirement, and had been employed in a designated position for a period of at
least nine months, such employee will be eligible to participate in the Bonus
Award Program notwithstanding the fact that the employee is not employed on
October 31, and the base salary paid to such employee during that portion of the
year during which he or she was employed in a designated position will be used
to calculate the amount of such employee's bonus award.
EXTRAORDINARY CIRCUMSTANCES
Extraordinary circumstances will be subject to review by the Executive
Committee.
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 1997
IV. DETERMINATION OF AWARD AND PAYMENT
Bonus award programs for many corporations focus in some form or
another on the real dollar profits earned by the corporation within a given time
frame. This method of determining bonuses to be paid to employees recognizes
that bonuses should be paid to employees only after a fair and equitable return
has been earned for the shareholders who own the company. With this basic
philosophy in mind, the Board has determined that no bonuses will be paid under
this program unless net return on average stockholders' equity after
consideration is taken for any bonus paid under this program for the year
exceeds eight percent (8%). After this minimum threshold is met, the Bonus Award
Program will become effective, and bonuses will be paid if the other criteria
described in this program are met.
In recognition of the fact that one of our primary obligations as
employees of this Company is to our shareholders, the Board of Directors has
determined that net profits made by the consolidated corporations [Sanderson
Farms, Inc., Sanderson Farms, Inc. (Production Division), Sanderson Farms, Inc.
(Processing Division) and Sanderson Farms, Inc. (Foods Division)] on a per share
basis for the period November 1 through October 31 of each year will be the
primary basis for bonus awards. For all employees of Sanderson Farms other than
those management level employees specifically described in this program, this
will be the sole basis for determining bonus awards.
Although the Board has determined that net profits earned for
shareholders of the Company should be the primary method of determining the
bonuses to be paid to employees, the Board has also recognized that certain
management level employees have responsibility for and more direct control over
the operating performance and profitability of the Company. In recognition of
this fact, the Board has concluded that a certain percentage of such employees'
bonus should be determined by evaluating the operating and profitability
performance of the Company relative to its peers and competitors. Therefore,
while a portion of such employees' bonus will be determined by the Company's
earnings per share performance, a portion of such employees' bonus will also be
determined by evaluating the performance of the Company as compared to our peers
and competitors by Agri Stats for the poultry division, and certain net income
growth targets for managers in the foods division, all as described herein.
The audited annual financial statements, on a consolidated basis, of
Sanderson Farms, Inc. will be the measuring tool for the net return to
shareholders portion of the bonus award program. The annual bonus award will be
paid to participants in the bonus award program after the outside auditors have
completed their annual audit of the corporations, which is usually approximately
two (2) months after the end of the fiscal year.
The Company's performance relative to its peers and competitors as
reported by Agri Stats will be used to evaluate and determine bonuses paid to
those employees whose bonuses are determined in part by such performance. The
appropriate measuring tool as set forth in this Bonus Award Program as reported
by Agri Stats for the twelve (12) month period ending on October 31 each year
will be used to determine if a bonus has been earned by such employees.
SANDERSON FARMS, INC.
Bonus Award Program
Effective November 1, 2001
Supercedes November 1, 1997
V. OBJECTIVES AND FORMULAS FOR DETERMINATION OF THE BONUS AWARD
A. All salaried employees
All salaried employees will receive a bonus if the net income per share
objectives set forth below are met, and if the minimum return on average
stockholders equity for the year is earned. The annual audited financial
statements, on a consolidated basis, of Sanderson Farms, Inc., will be the
measuring tool for this portion of the Bonus Award Program. The annual bonus
award will be paid to participants after the outside auditors have completed
their annual audit of the consolidated corporation.
The earnings per share objectives and the respective percentage of
employees' bonus dependent upon EPS earned for the fiscal year (November 1 thru
October 31) are as follows:
RANK PER SHARE RETURN* PERCENTAGE OF AWARD
---- ----------------- -------------------
Best (1st) $2.6568 100.0%
2nd $2.6022 95.5%
3rd $2.5407 91.0%
4th $2.4793 86.5%
5th $2.4178 82.0%
6th $2.3564 77.5%
7th $2.2948 73.0%
8th $2.2333 68.5%
9th $2.1718 64.0%
10th $2.1104 59.5%
11th $2.0488 55.0%
12th $1.9873 50.5%
13th $1.9259 46.0%
14th $1.8644 41.5%
15th $1.8028 37.0%
16th $1.7414 32.5%
17th $1.6799 28.0%
18th $1.6181 23.5%
19th $1.5568 19.0%
20th BELOW ZERO (0)
*Net of bonus. The per share return targets were calculated using 12,992,876
shares outstanding. Adjustments to these targets will be made to reflect changes
in the number of shares outstanding resulting from any merger, consolidation,
reorganization, re-capitalization, re-incorporation, stock-splits, stock
dividend, stock repurchase, or other changes in the corporate structure of the
Company. Furthermore, the target per share return numbers were calculated based
on a target net return on projected sales. The Company reserves the right to
adjust these targets in the event of a substantial fluctuation in sales pounds
or dollars during the year.
The following formula will be utilized to determine the exact dollar amount of a
participant's bonus award dependent upon EPS performance.
A = Gross Award
S = Base Salary (excluding bonus
award payments and other items of
miscellaneous income) of the
Participant during that portion
of the year in which he or she
was employed in a designated
position.
P = Percentage of award earned based on above schedule
M = Percent of salary eligible to be earned as a bonus based on
EPS performance.
FORMULA
S X P X M = A
<page>
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 2001
Supercedes Nov. 1, 1997
As with any awards made under this Bonus Award Program, no bonus will be
paid unless total net income return (after bonus) on average stockholders'
equity for the year exceeds eight percent (8%). Net return on average
stockholders' equity will be computed by taking the average of beginning and
ending stockholders' equity for the applicable year, and dividing that number
into net income for the year.
For all employees other than those specifically set forth below, the
percent of salary eligible to be earned as a bonus based on EPS performance ("M"
in the above formula) is 25%. The management level employees set forth below
shall be eligible to earn a bonus based on EPS performance equal to the percent
of their salary as set forth below ("M" in the above formula):
CEO 50%
CFO, 35%
VP-Sales, 35%
Dir.-Marketing, 35%
Dir.-Production 35%
Dir.-Processing 35%
B. Executive Committee
Bonus awards under this Bonus Award Program for the Chief Executive
Officer, Chief Financial Officer, VP-Sales, Director of Marketing, Director of
Production, Director of Processing, Director of Development, the Controller, the
Director of Administration, the Director of Technical Services, the Director of
Sales and the Chief Financial Analyst will be granted based on a combination of
earnings per share performance and general corporate performance as measured
against the Company's peers and competitors as reported by Agri Stats. For
purposes of calculating bonuses awarded and paid to individuals in these
positions based on operating performance, the corporate Agri Stats measure will
be as reported in Agri Stats' "bottom line analysis, per head" report, net of
bonus. Awards made to these individuals based on the operating performance
factor will be as follows:
Percentage of Salary
Eligible to be Earned as Corporate Agri Stats
Bonus on Operating Bottom Line
Performance Factors Report (per head)
(Percentage of Award Earned)
TARGET TOP 10%
CEO 50% 100%
CFO, VP Sales, 35% 100%
Dir. Mktg, Dir. Proc. 35% 100%
Dir.Prod. 35% 100%
Controller, Dir. Admn., 25% 100%
Dir.Tech Svcs., Dir. Sales , 25% 100%
Dir. Devlop., Chief Analyst 25% 100%
HIGH AVERAGE Top 20%
CEO 50% 66 2/3%
CFO, VP Sales, 35% 66 2/3%
Dir.-Marketing, 35% 66 2/3%
Dir.-Prod., Dir.-Proc. 35% 66 2/3%
Controller, Dir.-Admin., 25% 66 2/3%
Dir-Tech Svcs., Dir.-Sales, 25% 66 2/3%
Dir. Develop.,Chief Analyst 25% 66 2/3%
LOW AVERAGE Top 30%
CEO 50% 33 1/3%
CFO, VP Sales, 35% 33 1/3%
Dir.-Marketing, 35% 33 1/3%
Dir.-Prod., Dir.-Proc., 35% 33 1/3%
Controller, Dir.-Admin, 25% 33 1/3%
Dir-Tech Svcs., Dir.-Sales, 25% 33 1/3%
Dir. Develop.,Chief Analyst 25% 33 1/3%
The following formula will be utilized for all employees whose bonus is
to be determined in part by factors other than EPS performance to determine that
portion of the award dependent upon such factors:
A = Gross Award
S = Base Salary (excluding bonus award
payments and other items of
miscellaneous income) of the
Participant during that portion of
the year in which he or she was
employed in a designated position.
P = Percentage of award earned based on performance factor
M = Percentage of salary eligible to be earned and
paid as a bonus on performance factor.
FORMULA
S X P X M = A
<page>
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 2001
Supercedes Nov. 1, 1997
VI. PARAMETERS
This bonus award program has been designed to encourage teamwork and
cooperation among all of the divisions of Sanderson Farms, and to ensure that
Sanderson Farms is consistently among the leaders in profitability in the
broiler and prepared foods industry. The program is also designed to pay a bonus
to employees only after the Company has returned to its shareholders a fair and
equitable return.
1. In the event of extraordinary operating conditions that were
unforeseen when setting the objectives and percentages in this bonus award
program, such circumstances will be considered by the Executive Committee of
Sanderson Farms, Inc. in making awards.
2. In the event of possible reporting errors affecting the ranking, such
circumstances will be considered by the Executive Committee of Sanderson Farms,
Inc. in making awards.
3. In the event changes in laws or accounting procedures affect the
ranking, such circumstances will be considered by the Executive Committee of
Sanderson Farms, Inc. in making awards.
4. The per share return targets were calculated using 12,992,876 shares
outstanding. Adjustments to these targets will be made to reflect changes in the
number of shares outstanding resulting from any merger, consolidation,
reorganization, re-capitalization, re-incorporation, stock-splits, stock
dividend, stock repurchase, or other changes in the corporate structure of the
Company. Furthermore, the target per share return numbers were calculated based
on a target net return on projected sales. The Company reserves the right to
adjust these targets in the event of a substantial fluctuation in sales pounds
or dollars during the year.
SANDERSON FARMS, INC.
BONUS AWARD PROGRAM
(GENERAL OFFICE PERFORMANCE AWARDS PARTICIPANTS)
Effective November 1, 2001
Supercedes November 1, 1997
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 1997
I. PURPOSE
The Board of Directors of Sanderson Farms, Inc. has determined that in
addition to the Company's existing competitive and equitable total compensation
package, it is desirable to maintain a bonus award program for its salaried
employees. The purposes for such a program include:
A. To encourage excellence and high levels of performance.
B. To recognize the contributions of the salaried employees to
the overall profitability of the Company.
C. To encourage all employees from every division in the Company
to cooperate, share information and work together as a team
for the overall benefit of the Company and its shareholders.
II. PARTICIPATION AND MAXIMUM AWARD
The Executive Committee of Sanderson Farms, Inc. will select and recognize
personnel eligible to participate in the bonus award program, and reserves the
right to review and change the class of eligible employees at any time. Those
now designated include:
A. Salaried personnel within the corporate structure of Sanderson
Farms, Inc., Sanderson Farms, Inc. (Production Division),
Sanderson Farms, Inc. (Processing Division) and Sanderson
Farms, Inc. (Foods Division).
B. All salaried management and accounting trainees within the
corporate structure.
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 2001
Supercedes Nov. 1, 1997
III. ELIGIBILITY
EMPLOYMENT/PARTICIPATION
Except in the case of death, disability or retirement, as set forth
below, employees must be employed in a designated position on October 31 of the
applicable fiscal year and must have been employed in a designated position for
a period of nine months prior to the end of the fiscal year to be eligible to
participate in the bonus award program. Base salary for this purpose shall
include regular compensation only, and shall not include bonus award payments
and any other miscellaneous payments that might be treated as income to the
employee.
DEATH, DISABILITY AND RETIREMENT
If an eligible employee terminates employment with the Company during
the fiscal year before October 31 as a result of death, disability or
retirement, and had been employed in a designated position for a period of at
least nine months, such employee will be eligible to participate in the Bonus
Award Program notwithstanding the fact that the employee is not employed on
October 31, and the base salary paid to such employee during that portion of the
year during which he or she was employed in a designated position will be used
to calculate the amount of such employee's bonus award.
EXTRAORDINARY CIRCUMSTANCES
Extraordinary circumstances will be subject to review by the Executive
Committee.
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 1997
IV. DETERMINATION OF AWARD AND PAYMENT
Bonus award programs for many corporations focus in some form or
another on the real dollar profits earned by the corporation within a given time
frame. This method of determining bonuses to be paid to employees recognizes
that bonuses should be paid to employees only after a fair and equitable return
has been earned for the shareholders who own the company. With this basic
philosophy in mind, the Board has determined that no bonuses will be paid under
this program unless net return on average stockholders' equity after
consideration is taken for any bonus paid under this program for the year
exceeds eight percent (8%). After this minimum threshold is met, the Bonus Award
Program will become effective, and bonuses will be paid if the other criteria
described in this program are met.
In recognition of the fact that one of our primary obligations as
employees of this Company is to our shareholders, the Board of Directors has
determined that net profits made by the consolidated corporations [Sanderson
Farms, Inc., Sanderson Farms, Inc. (Production Division), Sanderson Farms, Inc.
(Processing Division) and Sanderson Farms, Inc. (Foods Division)] on a per share
basis for the period November 1 through October 31 of each year will be the
primary basis for bonus awards. For all employees of Sanderson Farms other than
certain management level employees, this will be the sole basis for determining
bonus awards.
Although the Board has determined that net profits earned for
shareholders of the Company should be the primary method of determining the
bonuses to be paid to employees, the Board has also recognized that certain
management level employees have responsibility for and more direct control over
the operating performance and profitability of the Company. In recognition of
this fact, the Board has concluded that a certain percentage of your bonus
should be determined by evaluating the operating and profitability performance
of the Company relative to its peers and competitors. Therefore, while a portion
of your bonus will be determined by the Company's earnings per share
performance, a portion of your bonus will also be determined by evaluating the
performance of the Company as compared to our peers and competitors by Agri
Stats for managers in the poultry division, and based on certain net income
growth targets for managers in the foods division, all as described herein.
The audited annual financial statements, on a consolidated basis, of
Sanderson Farms, Inc. will be the measuring tool for the net return to
shareholders portion of the bonus award program. The annual bonus award will be
paid to participants in the bonus award program after the outside auditors have
completed their annual audit of the corporations, which is usually approximately
two (2) months after the end of the fiscal year.
The Company's performance relative to its peers and competitors as
reported by Agri Stats will be used to evaluate and determine bonuses paid to
those employees whose bonuses are determined in part by such performance. The
appropriate measuring tool as set forth in this Bonus Award Program as reported
by Agri Stats for the twelve (12) month period ending on October 31 each year
will be used to determine if a bonus has been earned by such employees.
<page>
SANDERSON FARMS, INC.
Bonus Award Program
Effective November 1, 1997
Supercedes Nov. 1, 1997
V. OBJECTIVES AND FORMULAS FOR DETERMINATION OF THE BONUS AWARD
A. EPS Performance
All salaried employees will receive a bonus if the net income per share
objectives set forth below are met, and if the minimum return on average
stockholders equity for the year is earned. The annual audited financial
statements, on a consolidated basis, of Sanderson Farms, Inc., will be the
measuring tool for this portion of the Bonus Award Program. The annual bonus
award will be paid to participants after the outside auditors have completed
their annual audit of the consolidated corporation.
The earnings per share objectives and the respective percentage of
employees' bonus dependent upon EPS earned for the fiscal year (November 1 thru
October 31) are as follows:
RANK PER SHARE RETURN* RCENTAGE OF AWARD
---- ------------------ -----------------
Best (1st) $2.6568 100.0%
2nd $2.6022 95.5%
3rd $2.5407 91.0%
4th $2.4793 86.5%
5th $2.4178 82.0%
6th $2.3564 77.5%
7th $2.2948 73.0%
8th $2.2333 68.5%
9th $2.1718 64.0%
10th $2.1104 59.5%
11th $2.0488 55.0%
12th $1.9873 50.5%
13th $1.9259 46.0%
14th $1.8644 41.5%
15th $1.8028 37.0%
16th $1.7414 32.5%
17th $1.6799 28.0%
18th $1.6181 23.5%
19th $1.5568 19.0%
20th BELOW ZERO (0)
*Net of bonus. The per share return targets were calculated using 12,992,876
shares outstanding. Adjustments to these targets will be made to reflect changes
in the number of shares outstanding resulting from any merger, consolidation,
reorganization, re-capitalization, re-incorporation, stock-splits, stock
dividend, stock repurchase, or other changes in the corporate structure of the
Company. Furthermore, the target per share return numbers were calculated based
on a target net return on projected sales. The Company reserves the right to
adjust these targets in the event of a substantial fluctuation in sales pounds
or dollars during the year.
The following formula will be utilized to determine the exact dollar amount of a
participant's bonus award dependent upon EPS performance.
A = Gross Award
S = Base Salary (excluding bonus award
payments and other items of
miscellaneous income) of the
Participant during that portion
of the year in which he or she
was employed in a designated
position.
P = Percentage of award earned based on above schedule
M = Percent of salary eligible to be earned as a bonus based on
EPS performance.
FORMULA
S X P X M = A
As with any awards made under this Bonus Award Program, no bonus will be
paid unless total net income return (after bonus) on average stockholders'
equity for the year exceeds eight percent (8%). Net return on average
stockholders' equity will be computed by taking the average of beginning and
ending stockholders' equity for the applicable year, and dividing that number
into net income for the year.
The percent of salary eligible to be earned as a bonus based on EPS
performance ("M" in the above formula) for the fiscal year is 25%.
B. Performance Based Bonus
Bonus awards under this Bonus Award Program for the Nutritionist,
Veterinarian, Assistant to Director of Live Production, Corporate Chill Pack
Coordinator and Quality Assurance Manager will be granted based on a combination
of earnings per share performance and general corporate performance as measured
against the Company's peers and competitors as reported by Agri Stats. For
purposes of calculating bonuses awarded and paid to individuals in these
positions based on operating performance, the corporate Agri Stats measure will
be as reported in Agri Stats' "bottom line analysis, per head, report." Awards
made to these individuals based on the operating performance factor will be as
follows:
Percentage of Salary
Eligible to be Earned as Corporate Agri Stats
Bonus on Operating Bottom Line
Performance Factors Report (Per Head)
(Percentage of Award Earned)
TARGET Top 10%
Corp. Processing Mgr. 20% 100%
Nutritionist, Veterinarian, 15% 100%
Asst. to Dir. of Live Prod. 15% 100%
Corp. Chill Pack Coord. 15% 100%
Quality Assurance Mgr 15% 100%
Corp. Maint. Mgr. 15% 100%
HIGH AVERAGE Top 20%
Corp. Processing Mgr. 20%
66 2/3%
Nutritionist, Veterinarian, 15% 66 2/3%
Asst. to Dir. Of Live Prod., 15% 66 2/3%
Corp. Chill Pack Coord. 15% 66 2/3%
Quality Assurance Mgr 15% 66 2/3%
Corp. Maint. Mgr. 15% 66 2/3%
LOW AVERAGE Top 30%
Corp. Processing Mgr. 20% 33 1/3%
Nutritionist, Veterinarian, . 15% 33 1/3%
Asst. to Dir. of Live Prod. 15% 33 1/3%
Corp. Chill Pack Coord. 15% 33 1/3%
Quality Assurance Mgr 15% 33 1/3%
Corp. Maint. Mgr. 15% 33 1/3%
All poultry sales managers will receive a bonus based in part upon the
Company's earnings per share performance, in part based on the Company's overall
corporate Agri Stats performance, and in part based on the performance of the
complexes to which they are assigned (for example, "big bird debone" complexes
will be grouped and "tray pack" complexes will be grouped) relative to the
Company's peers and competitors as reported by Agri Stats. The overall corporate
Agri Stats performance measure will be the Company's performance relative to its
peers and competitors as reported by Agri Stats in its "bottom line analysis,
per head" report. The performance of the applicable complexes will be measured
by the complexes' combined performance relative to its peers and competitors as
reported by corporate Agri Stats in its complex "operational profit analysis,
per head" report.
These managers will be paid in accordance with the following schedule:
Percentage of Salary Assigned Corporate
Eligible to be Earned Complex Agri Stats
As Bonus Based Operations Bottom
On Performance Profit Line
Factors Agri Stats Report
(Per Head)
(Percentage of (Percentage of
Award Earned) Award Earned)
TARGET Top 10% Top 10%
Manager F/F & Export Sales 20% 50% 50%
Manager Debone/MDM Sales 20% 50% 50%
Manager Cust. Relations 20% 100.0%
Sales Managers 15% 50% 50%
HIGH AVERAGE Top 20% Top 20%
Manager F/F & Export Sales 20% 33.3% 33.3%
Manager Debone/MDM Sales 20% 33.3% 33.3%
Manager Cust. Relations 20% 66.67%
Sales Managers 15% 33.3% 33.3%
LOW AVERAGE Top 30% Top 30%
Manager F/F & Export Sales 20% 16.7% 16.7%
Manager Debone/MDM Sales 20% 16.7% 16.7%
Manager Cust. Relations 20% 33.3%
Sales Managers 15% 16.7% 16.7%
The Foods Sales Managers will receive a bonus based in part upon the
Company's earnings per share performance as described on pages 5 and 6 of this
plan, and in part based on the Foods Division's performance as measured by "net
before tax income growth", "net income before tax return on sales" and Corporate
Agri Stats Bottom Line Analysis, per head, report as described below. The final
results of the Foods Division will be determined after the Company's external
auditors have completed their audit at the end of each fiscal year, which is
completed approximately two months after the last day of each fiscal year end.
Percentage of Salary
Eligible to be Earned Corporate
As Bonus Based Target Pre Target Pre Agri Stats
On Performance Tax Return Tax Income Bottom Line
Factors On Sales Growth Rpt (Per Head)
(Percentage of Award Earned)
Target 15% 59% Top 10%
Manager Foods Div. Sales 20% 40% 40% 20%
Foods Sales Manager 15% 40% 40% 20%
Prod, Development Mgr. 10% 40% 40% 20%
14% 49%
Manager Foods Div. Sales 20% 34% 34%
Foods Sales Manager 15% 34% 34%
Prod. Development Mgr 10% 34% 34%
Average 13% 38% Top 20%
Manager Foods Div. Sales 20% 28% 28% 10%
Foods Sales Manager 15% 28% 28% 10%
Prod. Development Mgr 10% 28% 28% 10%
12% 27%
Manager Foods Div. Sales 20% 22% 22%
Foods Sales Manager 15% 22% 22%
Prod. Development Mgr 10% 22% 22%
Low 11% 17% Top 30%
Manager Foods Div. Sales 20% 16% 16% 5%
Foods Sales Manager 15% 16% 16% 5%
Prod. Development Mgr 10% 16% 16% 5%
The following formula will be utilized for all employees whose bonus is
to be determined in part by factors other than EPS performance to determine that
portion of the award dependent upon such factors:
A = Gross Award
S = Base Salary (excluding bonus award
payments and other items of
miscellaneous income) of
the Participant during that
portion of the year in
which he or she was
employed in a designated
position.
P = Percent age of award earned based on
performance factor
M = Percentage of salary
eligible to be earned and
paid as a bonus on
performance factor.
FORMULA
S X P X M = A
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 2001
Supercedes Nov. 1, 1997
VI. PARAMETERS
This bonus award program has been designed to encourage teamwork and
cooperation among all of the divisions of Sanderson Farms, and to ensure that
Sanderson Farms is consistently among the leaders in profitability in the
broiler and prepared foods industry. The program is also designed to pay a bonus
to employees only after the Company has returned to its shareholders a fair and
equitable return.
1. In the event of extraordinary operating conditions that were
unforeseen when setting the objectives and percentages in this bonus award
program, such circumstances will be considered by the Executive Committee of
Sanderson Farms, Inc. in making awards.
2. In the event of possible reporting errors affecting the ranking, such
circumstances will be considered by the Executive Committee of Sanderson Farms,
Inc. in making awards.
3. In the event changes in laws or accounting procedures affect the
ranking, such circumstances will be considered by the Executive Committee of
Sanderson Farms, Inc. in making awards.
4. The per share return targets were calculated using 12,992,876 shares
outstanding. Adjustments to these targets will be made to reflect changes in the
number of shares outstanding resulting from any merger, consolidation,
reorganization, re-capitalization, re-incorporation, stock-splits, stock
dividend, stock repurchase, or other changes in the corporate structure of the
Company. Furthermore, the target per share return numbers were calculated based
on a target net return on projected sales. The Company reserves the right to
adjust these targets in the event of a substantial fluctuation in sales pounds
or dollars during the year.
SANDERSON FARMS, INC.
BONUS AWARD PROGRAM
(PRODUCTION, PROCESSING AND FOODS PERFORMANCE AWARD PARTICIPANTS)
Effective November 1, 2001
Supercedes November 1, 1997
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 1997
I. PURPOSE
The Board of Directors of Sanderson Farms, Inc. has determined that in
addition to the Company's existing competitive and equitable total compensation
package, it is desirable to maintain a bonus award program for its salaried
employees. The purposes for such a program include:
A. To encourage excellence and high levels of performance.
B. To recognize the contributions of the salaried employees to
the overall profitability of the Company.
C. To encourage all employees from every division in the Company
to cooperate, share information and work together as a team
for the overall benefit of the Company and its shareholders.
II. PARTICIPATION AND MAXIMUM
AWARD
The Executive Committee of Sanderson Farms, Inc. will select and recognize
personnel eligible to participate in the bonus award program, and reserves the
right to review and change the class of eligible employees at any time. Those
now designated include:
A. Salaried personnel within the corporate structure of Sanderson
Farms, Inc., Sanderson Farms, Inc. (Production Division),
Sanderson Farms, Inc. (Processing Division) and Sanderson
Farms, Inc. (Foods Division).
B. All salaried management and accounting trainees within the
corporate structure.
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 2001
Supercedes Nov. 1, 1997
III. ELIGIBILITY
EMPLOYMENT/PARTICIPATION
Except in the case of death, disability or retirement, as set forth
below, employees must be employed in a designated position on October 31 of the
applicable fiscal year and must have been employed in a designated position for
a period of nine months prior to the end of the fiscal year to be eligible to
participate in the bonus award program. Base salary for this purpose shall
include regular compensation only, and shall not include bonus award payments
and any other miscellaneous payments that might be treated as income to the
employee.
DEATH, DISABILITY AND RETIREMENT
If an eligible employee terminates employment with the Company during
the fiscal year before October 31 as a result of death, disability or
retirement, and had been employed in a designated position for a period of at
least nine months, such employee will be eligible to participate in the Bonus
Award Program notwithstanding the fact that the employee is not employed on
October 31, and the base salary paid to such employee during that portion of the
year during which he or she was employed in a designated position will be used
to calculate the amount of such employee's bonus award.
EXTRAORDINARY CIRCUMSTANCES
Extraordinary circumstances will be subject to review by the Executive
Committee.
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 1997
IV. DETERMINATION OF AWARD AND
PAYMENT
Bonus award programs for many corporations focus in some form or
another on the real dollar profits earned by the corporation within a given time
frame. This method of determining bonuses to be paid to employees recognizes
that bonuses should be paid to employees only after a fair and equitable return
has been earned for the shareholders who own the company. With this basic
philosophy in mind, the Board has determined that no bonuses will be paid under
this program unless net return on average stockholders' equity after
consideration is taken for any bonus paid under this program for the year
exceeds eight percent (8%). After this minimum threshold is met, the Bonus Award
Program will become effective, and bonuses will be paid if the other criteria
described in this program are met.
In recognition of the fact that one of our primary obligations as
employees of this Company is to our shareholders, the Board of Directors has
determined that net profits made by the consolidated corporations [Sanderson
Farms, Inc., Sanderson Farms, Inc. (Production Division), Sanderson Farms, Inc.
(Processing Division) and Sanderson Farms, Inc. (Foods Division)] on a per share
basis for the period November 1 through October 31 of each year will be the
primary basis for bonus awards. For all employees of Sanderson Farms other than
certain management level employees, this will be the sole basis for determining
bonus awards.
Although the Board has determined that net profits earned for
shareholders of the Company should be the primary method of determining the
bonuses to be paid to employees, the Board has also recognized that certain
management level employees have responsibility for and more direct control over
the operating performance and profitability of the Company. In recognition of
this fact, the Board has concluded that a certain percentage of your bonus
should be determined by evaluating the operating and profitability performance
of the Company relative to its peers and competitors. Therefore, while a portion
of your bonus will be determined by the Company's earnings per share
performance, a portion of your bonus will also be determined by evaluating the
performance of the Company as compared to our peers and competitors by Agri
Stats for poultry division managers, and based on certain net income growth
targets for managers in the foods division, all as described herein.
The audited annual financial statements, on a consolidated basis, of
Sanderson Farms, Inc. will be the measuring tool for the net return to
shareholders portion of the bonus award program. The annual bonus award will be
paid to participants in the bonus award program after the outside auditors have
completed their annual audit of the corporations, which is usually approximately
two (2) months after the end of the fiscal year.
The Company's performance relative to its peers and competitors as
reported by Agri Stats will be used to evaluate and determine bonuses paid to
those employees whose bonuses are determined in part by such performance. The
appropriate measuring tool as set forth in this Bonus Award Program as reported
by Agri Stats for the twelve (12) month period ending on October 31 each year
will be used to determine if a bonus has been earned by such employees.
<page>
SANDERSON FARMS, INC.
Bonus Award Program
Effective November 1, 2001
Supercedes Nov. 1, 1997
V. OBJECTIVES AND FORMULAS FOR DETERMINATION OF THE BONUS AWARD
A. EPS Bonus
All salaried employees will receive a bonus if the net income per share
objectives set forth below are met, and if the minimum return on average
stockholders equity for the year is earned. The annual audited financial
statements, on a consolidated basis, of Sanderson Farms, Inc., will be the
measuring tool for this portion of the Bonus Award Program. The annual bonus
award will be paid to participants after the outside auditors have completed
their annual audit of the consolidated corporation.
The earnings per share objectives and the respective percentage of
employees' bonus dependent upon EPS earned for the fiscal year (November 1 thru
October 31) are as follows:
RANK PER SHARE RETURN* PERCENTAGE OF AWARD
- ---- ------------------ -------------------
Best (1st) $2.6568 100.0%
2nd $2.6022 95.5%
3rd $2.5407 91.0%
4th $2.4793 86.5%
5th $2.4178 82.0%
6th $2.3564 77.5%
7th $2.2948 73.0%
8th $2.2333 68.5%
9th $2.1718 64.0%
10th $2.1104 59.5%
11th $2.0488 55.0%
12th $1.9873 50.5%
13th $1.9259 46.0%
14th $1.8644 41.5%
15th $1.8028 37.0%
16th $1.7414 32.5%
17th $1.6799 28.0%
18th $1.6181 23.5%
19th $1.5568 19.0%
20th BELOW ZERO (0)
*Net of bonus. The per share return targets were calculated using 12,992,876
shares outstanding. Adjustments to these targets will be made to reflect changes
in the number of shares outstanding resulting from any merger, consolidation,
reorganization, re-capitalization, re-incorporation, stock-splits, stock
dividend, stock repurchase, or other changes in the corporate structure of the
Company. Furthermore, the target per share return numbers were calculated based
on a target net return on projected sales. The Company reserves the right to
adjust these targets in the event of a substantial fluctuation in sales pounds
or dollars during the year.
The following formula will be utilized to determine the exact dollar amount of a
participant's bonus award dependent upon EPS performance.
A = Gross Award
S = Base Salary (excluding bonus award payments and other items
of miscellaneous income) of the
Participant during that portion
of the year in which he or she
was employed in a designated
position.
P = Percentage of award earned based on above schedule
M = Percent of salary eligible to be earned
as a bonus based on EPS performance.
FORMULA
S X P X M = A
As with any awards made under this Bonus Award Program, no bonus will be
paid unless total net income return (after bonus) on average stockholders'
equity for the year exceeds eight percent (8%). Net return on average
stockholders' equity will be computed by taking the average of beginning and
ending stockholders' equity for the applicable year, and dividing that number
into net income for the year.
The percent of salary eligible to be earned as a bonus based on EPS
performance ("M" in the above formula) for the fiscal year is 25%.
B. Performance Based Bonus
All production unit managers, processing shift managers, processing
managers, packing managers and shipping/preprice managers will receive a bonus
based in part upon the Company's earnings per share performance, in part based
on the Company's overall corporate Agri Stats performance, and in part based on
the performance of the complexes to which they are assigned (for example, "big
bird debone" complexes will be grouped and "tray pack" complexes will be
grouped) relative to the Company's peers and competitors as reported by Agri
Stats. The overall corporate Agri Stats performance measure will be the
Company's performance relative to its peers and competitors as reported by Agri
Stats in its "bottom line analysis, per head" report, net of bonus. The
performance of the applicable complexes will be measured by the complexes'
combined performance relative to its peers and competitors as reported by
corporate Agri Stats in its complex "operational profit analysis, per head"
report, net of bonus.
These managers will be paid in accordance with the following schedule:
Percentage of Salary Assigned Corporate
Eligible to be Earned Complex Agri Stats
As Bonus Based Operations Bottom
On Performance Profit Line
Factors Agri Stats Report
(Per Head) (Per Head)
(Percentage of (Percentage of
Award Earned) Award Earned)
TARGET Top 10% Top 10%
Prod. Unit Mgrs, 10% 50% 50%
Proc. Shift Mgrs. 10% 50% 50%
Processing Mgrs 10% 50% 50%
Packing Mgrs. 10% 50% 50%
Ship/Preprice/ Mgrs. 10% 50% 50%
HIGH AVERAGE Top 20% Top 20%
Prod. Unit Mgrs. 10% 33.3% 33.3%
Proc. Shift Mgrs. 10% 33.3% 33.3%
Processing Mgrs. 10% 33.3% 33.3%
Packing Mgrs. 10% 33.3% 33.3%
Ship/Preprice/ Mgrs. 10% 33.3% 33.3%
LOW AVERAGE Top 30% Top 30%
Prod. Unit Mgrs. 10% 16.7% 16.7%
Proc.Shift Mgrs. 10% 16.7% 16.7%
Processing Mgrs. 10% 16.7% 16.7%
Packing Mgrs. 10% 16.7% 16.7%
Ship/Preprice/ Mgrs. 10% 16.7% 16.7%
At the Foods Division, the Production Manager will receive a bonus
based in part upon the Company's earnings per share performance as described on
pages 6 and 7 of this plan, and in part based on the Foods Division's
performance as measured by "net income before tax growth", "net income before
tax return on sales" and Corporate Agri Stats Bottom Line Analysis, per head,
report, as described below. The final results of the Foods Division will be
determined after the Company's external auditors have completed their audit at
the end of each fiscal year, which is completed approximately two months after
the last day of each fiscal year end.
Percentage of Salary
Eligible to be Earned Corporate
As Bonus Based Target Pre Target Pre Agri Stats
On Performance Tax Return Tax Income Bottom Line
Factors On Sales Growth Rpt (Per Head)
(Percentage of Award Earned)
Target 15% 59% Top 10%
Production Manager 10% 40% 40% 20%
14% 49%
Production Manager 10% 34% 34%
AVERAGE 13% 38% Top 20%
Production Manager 10% 28% 28% 10%
12% 27%
Production Manager 10% 22% 22%
LOW 11% 17% Top 30%
Production Manager 10% 16% 16% 5%
The following formula will be utilized for all employees whose bonus is
to be determined in part by factors other than EPS performance to determine that
portion of the award dependent upon such factors:
A = Gross Award
S = Base Salary (excluding bonus award payments
and other items of miscellaneous income) of the
Participant during that portion of the year in
which he or she was employed in a designated
position.
P = Percentage
of award earned based on performance factor
M = Percentage of salary eligible to be earned and
paid as a bonus on performance factor.
FORMULA
S X P X M = A
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 2001
Supercedes Nov. 1, 1997
VI. PARAMETERS
This bonus award program has been designed to encourage teamwork and
cooperation among all of the divisions of Sanderson Farms, and to ensure that
Sanderson Farms is consistently among the leaders in profitability in the
broiler and prepared foods industry. The program is also designed to pay a bonus
to employees only after the Company has returned to its shareholders a fair and
equitable return.
1. In the event of extraordinary operating conditions that were
unforeseen when setting the objectives and percentages in this bonus award
program, such circumstances will be considered by the Executive Committee of
Sanderson Farms, Inc. in making awards.
2. In the event of possible reporting errors affecting the ranking, such
circumstances will be considered by the Executive Committee of Sanderson Farms,
Inc. in making awards.
3. In the event changes in laws or accounting procedures affect the
ranking, such circumstances will be considered by the Executive Committee of
Sanderson Farms, Inc. in making awards.
4. The per share return targets were calculated using 12,992,876 shares
outstanding. Adjustments to these targets will be made to reflect changes in the
number of shares outstanding resulting from any merger, consolidation,
reorganization, re-capitalization, re-incorporation, stock-splits, stock
dividend, stock repurchase, or other changes in the corporate structure of the
Company. Furthermore, the target per share return numbers were calculated based
on a target net return on projected sales. The Company reserves the right to
adjust these targets in the event of a substantial fluctuation in sales pounds
or dollars during the year.
SANDERSON FARMS, INC.
BONUS AWARD PROGRAM
(ALL SALARIED EMPLOYEES)
Effective November 1, 2001
Supercedes November 1, 1997
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 1997
I. PURPOSE
The Board of Directors of Sanderson Farms, Inc. has determined that in
addition to the Company's existing competitive and equitable total compensation
package, it is desirable to maintain a bonus award program for its salaried
employees. The purposes for such a program include:
A. To encourage excellence and high levels of performance.
B. To recognize the contributions of the salaried employees to
the overall profitability of the Company.
C. To encourage all employees from every division in the Company
to cooperate, share information and work together as a team
for the overall benefit of the Company and its shareholders.
II. PARTICIPATION AND MAXIMUM AWARD
The Executive Committee of Sanderson Farms, Inc. will select and recognize
personnel eligible to participate in the bonus award program, and reserves the
right to review and change the class of eligible employees at any time. Those
now designated include:
A. Salaried personnel within the corporate structure of Sanderson
Farms, Inc., Sanderson Farms, Inc. (Production Division),
Sanderson Farms, Inc. (Processing Division) and Sanderson
Farms, Inc. (Foods Division).
B. All salaried management and accounting trainees within the
corporate structure.
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 2001
Supercedes Nov.1, 1997
III. ELIGIBILITY
EMPLOYMENT/PARTICIPATION
Except in the case of death, disability or retirement, as set forth
below, employees must be employed in a designated position on October 31 of the
applicable fiscal year and must have been employed in a designated position for
a period of nine months prior to the end of the fiscal year to be eligible to
participate in the bonus award program. Base salary for this purpose shall
include regular compensation only, and shall not include bonus award payments
and any other miscellaneous payments that might be treated as income to the
employee.
DEATH, DISABILITY AND RETIREMENT
If an eligible employee terminates employment with the Company during
the fiscal year before October 31 as a result of death, disability or
retirement, and had been employed in a designated position for a period of at
least nine months, such employee will be eligible to participate in the Bonus
Award Program notwithstanding the fact that the employee is not employed on
October 31, and the base salary paid to such employee during that portion of the
year during which he or she was employed in a designated position will be used
to calculate the amount of such employee's bonus award.
EXTRAORDINARY CIRCUMSTANCES
Extraordinary circumstances will be subject to review by the Executive
Committee.
SANDERSON FARMS, INC.
Bonus Award Program
Effective Nov. 1, 1997
IV. DETERMINATION OF AWARD AND PAYMENT
Bonus award programs for many corporations focus in some form or
another on the real dollar profits earned by the corporation within a given time
frame. This method of determining bonuses to be paid to employees recognizes
that bonuses should be paid to employees only after a fair and equitable return
has been earned for the shareholders who own the company. With this basic
philosophy in mind, the Board has determined that no bonuses will be paid under
this program unless net return on average stockholders' equity after
consideration is taken for any bonus paid under this program for the year
exceeds eight percent (8%). After this minimum threshold is met, the Bonus Award
Program will become effective, and bonuses will be paid if the other criteria
described in this program are met.
In recognition of the fact that one of our primary obligations as
employees of this Company is to our shareholders, the Board of Directors has
determined that net profits made by the consolidated corporations [Sanderson
Farms, Inc., Sanderson Farms, Inc. (Production Division), Sanderson Farms, Inc.
(Processing Division) and Sanderson Farms, Inc. (Foods Division)] on a per share
basis for the period November 1 through October 31 of each year will be the
primary basis for bonus awards. For all employees of Sanderson Farms other than
certain management level employees, this will be the sole basis for determining
bonus awards.
The audited annual financial statements, on a consolidated basis, of
Sanderson Farms, Inc. will be the measuring tool for the net return to
shareholders portion of the bonus award program. The annual bonus award will be
paid to participants in the bonus award program after the outside auditors have
completed their annual audit of the corporations, which is usually approximately
two (2) months after the end of the fiscal year.
SANDERSON FARMS, INC.
Bonus Award Program
Effective November 1, 2001
Supercedes November 1, 1997
V. OBJECTIVES AND FORMULAS FOR
DETERMINATION OF THE BONUS AWARD
All salaried employees will receive a bonus if the net income per share
objectives set forth below are met, and if the minimum return on average
stockholders equity for the year is earned. The annual audited financial
statements, on a consolidated basis, of Sanderson Farms, Inc., will be the
measuring tool for this portion of the Bonus Award Program. The annual bonus
award will be paid to participants after the outside auditors have completed
their annual audit of the consolidated corporation.
The earnings per share objectives and the respective percentage of
employees' bonus dependent upon EPS earned for the fiscal year (November 1 thru
October 31) are as follows:
RANK PER SHARE RETURN* PERCENTAGE OF AWARD
---- ------------------ -------------------
Best (1st) $2.6568 100.0%
2nd $2.6022 95.5%
3rd $2.5407 91.0%
4th $2.4793 86.5%
5th $2.4178 82.0%
6th $2.3564 77.5%
7th $2.2948 73.0%
8th $2.2333 68.5%
9th $2.1718 64.0%
10th $2.1104 59.5%
11th $2.0488 55.0%
12th $1.9873 50.5%
13th $1.9259 46.0%
14th $1.8644 41.5%
15th $1.8028 37.0%
16th $1.7414 32.5%
17th $1.6799 28.0%
18th $1.6181 23.5%
19th $1.5568 19.0%
20th BELOW ZERO (0)
*Net of bonus. The per share return targets were calculated using 12,992,876
shares outstanding. Adjustments to these targets will be made to reflect changes
in the number of shares outstanding resulting from any merger, consolidation,
reorganization, re-capitalization, re-incorporation, stock-splits, stock
dividend, stock repurchase, or other changes in the corporate structure of the
Company. Furthermore, the target per share return numbers were calculated based
on a target net return on projected sales. The Company reserves the right to
adjust these targets in the event of a substantial fluctuation in sales pounds
or dollars during the year.
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The following formula will be utilized to determine the exact dollar amount of
a participant's bonus award dependent upon EPS performance.
A = Gross Award
S = Base Salary (excluding bonus award payments and other
items of miscellaneous income) of the Participant
during that portion of the year in which he or she
was employed in a designated position.
P = Percentage of award earned based on above schedule
M = Percent of salary eligible to be earned as a bonus
based on EPS performance.
FORMULA
S X P X M = A
As with any awards made under this Bonus Award Program, no bonus will be
paid unless total net income return (after bonus) on average stockholders'
equity for the year exceeds eight percent (8%). Net return on average
stockholders' equity will be computed by taking the average of beginning and
ending stockholders' equity for the applicable year, and dividing that number
into net income for the year.
The percent of salary eligible to be earned as a bonus based on EPS
performance ("M" in the above formula) for the fiscal year is 25%.
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SANDERSON FARMS, INC.
Bonus Award Program
Effective November 1, 2001
Supercedes November 1, 1997
VI. PARAMETERS
This bonus award program has been designed to encourage teamwork and
cooperation among all of the divisions of Sanderson Farms, and to ensure that
Sanderson Farms is consistently among the leaders in profitability in the
broiler and prepared foods industry. The program is also designed to pay a bonus
to employees only after the Company has returned to its shareholders a fair and
equitable return.
1. In the event of extraordinary operating conditions that were
unforeseen when setting the objectives and percentages in this bonus award
program, such circumstances will be considered by the Executive Committee of
Sanderson Farms, Inc. in making awards.
2. In the event of possible reporting errors affecting the ranking, such
circumstances will be considered by the Executive Committee of Sanderson Farms,
Inc. in making awards.
3. In the event changes in laws or accounting procedures affect the
ranking, such circumstances will be considered by the Executive Committee of
Sanderson Farms, Inc. in making awards.
4. The per share return targets were calculated using 12,992,876 shares
outstanding. Adjustments to these targets will be made to reflect changes in the
number of shares outstanding resulting from any merger, consolidation,
reorganization, re-capitalization, re-incorporation, stock-splits, stock
dividend, stock repurchase, or other changes in the corporate structure of the
Company. Furthermore, the target per share return numbers were calculated based
on a target net return on projected sales. The Company reserves the right to
adjust these targets in the event of a substantial fluctuation in sales pounds
or dollars during the year.