EXHIBIT 10.2
RESTRICTED STOCK AGREEMENT
This AGREEMENT (the "Agreement") is made as of __________, 200__ (the
"Date of Grant") by and between FLOWERS FOODS, INC., a Georgia corporation (the
"Company"), and ______________, a non-employee director of the Company (the
"Grantee").
1. GRANT OF RESTRICTED STOCK. Subject to and upon the
terms, conditions, and restrictions set forth in this
Agreement and in the Company's 2001 Equity and Performance
Incentive Plan, as amended and restated (the "Plan"), the
Company hereby grants to the Grantee as of the Date of Grant
__________ Shares of Restricted Stock. The Restricted Stock
shall be fully paid and nonassessable and shall be represented
by a certificate registered in the name of the Grantee and
bearing a legend referring to the restrictions hereinafter set
forth.
2. RESTRICTIONS ON TRANSFER OF RESTRICTED STOCK. The
Restricted Stock may not be transferred, sold, pledged,
exchanged, assigned or otherwise encumbered or disposed of by
the Grantee, except to the Company, until they have become
nonforfeitable in accordance with Section 3. Any purported
transfer, encumbrance or other disposition of the Restricted
Stock that is in violation of this Section 2 shall be null and
void, and the other party to any such purported transaction
shall not obtain any rights to or interest in the Restricted
Stock.
3. VESTING OF RESTRICTED STOCK. (a) On the first
anniversary of the Date of Grant, the Restricted Stock shall
become nonforfeitable, subject to the Grantee's remaining a
non-employee director of the Company until said date. For
purposes of this Agreement, Grantee's directorship on the
board will be deemed to have ceased as of the last day of
Grantee's term as a director (unless nominated and reelected)
or the effective date of any retirement, resignation or
removal of Grantee from the board of directors.
(b) Notwithstanding the provisions of Section 3(a), all of the
Restricted Stock shall immediately become nonforfeitable
(i) in the event of a Change in Control;
(ii in the event that Grantee's directorship on
the board shall terminate prior to the first anniversary of
the Date of Grant because of:
(A) disability which is determined by the
Committee to be permanent and total with
respect to services rendered by the Grantee
immediately prior to incurring said
disability; or
(B) death; and
(iii) in the event the Committee determines to
provide for accelerated vesting of the Restricted Stock in
other circumstances, in its discretion, pursuant to Section
24(a) of the Plan.
4. FORFEITURE OF RESTRICTED STOCK. Subject to
Section 3(b), any Restricted Stock that has not theretofore
become nonforfeitable shall be forfeited if the Grantee ceases
to be a director of the Company at any time prior to the
applicable vesting date.
5. DIVIDEND, VOTING AND OTHER RIGHTS. Except as otherwise
provided herein, the Grantee shall have all of the rights of a
stockholder with respect to the Restricted Stock, including
the right to vote such Restricted Stock and receive any
dividends that may be paid thereon; provided, however, that
any additional shares of Common Stock or other securities that
the Grantee may become entitled to receive pursuant to a stock
dividend, stock split, combination of Stock, recapitalization,
merger, consolidation, separation or reorganization or any
other change in the capital structure of the Company shall be
subject to the same restrictions as the Restricted Stock.
6. RETENTION OF STOCK CERTIFICATE(s) BY THE COMPANY. The
certificate(s) representing the Restricted Stock shall be
issued in book entry form and held in a separate restricted
account from all other shares registered in the name of the
Grantee by the Company's stock transfer agent or shall be held
in custody by the Secretary of the Company, together with a
stock power endorsed in blank by the Grantee with respect
thereto, until the Restricted Stock shall have become
nonforfeitable in accordance with Section 3. In order for the
Grant under this Agreement to be effective, the Grantee must
sign and return the attached stock powers to the attention of
the Secretary of the Company.
7. TAXES AND WITHHOLDING. If the Company shall be required
to withhold any federal, state, local or foreign tax in
connection with the issuance or vesting of any Restricted
Stock or other amounts pursuant to this Agreement, and the
amounts available to the Company for such withholding are
insufficient, the Grantee shall pay the tax or make provisions
that are satisfactory to the Company for the payment thereof.
The Grantee may elect to satisfy all or any part of the
minimum statutory withholding requirement by surrendering to
the Company a portion of the nonforfeitable shares of Common
Stock that are issued or transferred to the Grantee hereunder,
and the shares of Common Stock so surrendered by the Grantee
shall be credited against any such withholding obligation at
the Market Value per Share of such shares on the date of such
surrender.
8. COMPLIANCE WITH LAW. The Company shall make reasonable
efforts to comply with all applicable federal and state
securities laws; provided, however, notwithstanding any other
provision of this Agreement, the Company shall not be
obligated to issue any restricted or nonrestricted shares of
Common Stock or other securities pursuant to this Agreement if
the issuance thereof would result in a violation of any such
law.
9. RELATION TO OTHER BENEFITS. Any economic or other
benefit to the Grantee under this Agreement shall not be taken
into account in determining any benefits to which the Grantee
may be entitled under any profit-sharing, retirement or other
benefit or compensation plan maintained by the Company and
shall not affect the amount of any life insurance coverage
available to any beneficiary under any life insurance plan
covering non-employee directors of the Company.
10. AMENDMENTS. Any amendment to the Plan shall be deemed to
be an amendment to this Agreement to the extent that the
amendment is applicable hereto; provided, however, that no
amendment shall adversely affect the rights of the Grantee
under this Agreement without the Grantee's consent.
11. SEVERABILITY. In the event that one or more of the
provisions of this Agreement shall be invalidated for any
reason by a court of competent jurisdiction, any provision so
invalidated shall be deemed to be separable from the other
provisions hereof, and the remaining provisions hereof shall
continue to be valid and fully enforceable.
12. RELATION TO PLAN. This Agreement is subject to the terms
and conditions of the Plan. In the event of any inconsistent
provisions between this Agreement and the Plan, the Plan shall
govern. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Plan. The
Compensation Committee acting pursuant to the Plan, as
constituted from time to time, shall, except as expressly
provided otherwise herein, have the right to determine any
questions which arise in connection with this grant.
13. SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of the Grantee, and the successors and assigns of the
Company.
14. GOVERNING LAW. The interpretation, performance, and
enforcement of this Agreement shall be governed by the laws of
the State of Georgia, without giving effect to the principles
of conflict of laws thereof.
15. NOTICES. Any notice to the Company provided for herein
shall be in writing to the Company, marked Attention:
Corporate Secretary, and any notice to the Grantee shall be
addressed to said Grantee at his or her address currently on
file with the Company. Except as otherwise provided herein,
any written notice shall be deemed to be duly given if and
when delivered personally or deposited in the United States
mail, first class registered mail, postage and fees prepaid,
and addressed as aforesaid. Any party may change the address
to which notices are to be given hereunder by written notice
to the other party as herein specified (provided that for this
purpose any mailed notice shall be deemed given on the third
business day following deposit of the same in the United
States mail).
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its duly authorized officer and Grantee has also
executed this Agreement in duplicate, as of the day and year first above
written.
FLOWERS FOODS, INC.
By:
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Title:
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[Enter Name]
Address:
[Enter Address]