0000950144-09-001633 Sample Contracts

SANDERSON FARMS, INC. PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • February 26th, 2009 • Sanderson Farms Inc • Poultry slaughtering and processing • Mississippi

This PERFORMANCE SHARE AGREEMENT (this “Agreement”), made and entered into as of the 29th day of January, 2009 (the “Grant Date”), by and between ___(the “Participant”) and Sanderson Farms, Inc. (together with its subsidiaries and affiliates, the “Company”), sets forth the terms and conditions of a Performance Share Award issued pursuant to the Sanderson Farms, Inc. and Affiliates Stock Incentive Plan, adopted on February 17, 2005 (the “Plan”) and this Agreement. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

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SANDERSON FARMS, INC. RESTRICTED STOCK AGREEMENT (Management Employee)
Restricted Stock Agreement • February 26th, 2009 • Sanderson Farms Inc • Poultry slaughtering and processing • Mississippi

This RESTRICTED STOCK AGREEMENT (this “Agreement”), made and entered into as of the 29th day of January, 2009 (the “Grant Date”), by and between ______(the “Participant”) and Sanderson Farms, Inc. (together with its subsidiaries and affiliates, the “Company”), sets forth the terms and conditions of a Restricted Stock Award issued pursuant to the Sanderson Farms, Inc. and Affiliates Stock Incentive Plan, adopted on February 17, 2005 (the “Plan”) and this Agreement. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

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