0000950144-07-005135 Sample Contracts

SANDERSON FARMS, INC. RESTRICTED STOCK AGREEMENT (Non-Employee Director)
Restricted Stock Agreement • May 24th, 2007 • Sanderson Farms Inc • Poultry slaughtering and processing • Mississippi

This RESTRICTED STOCK AGREEMENT (this “Agreement”), made and entered into as of the day of , 20 (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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SANDERSON FARMS, INC. SHARE PURCHASE AGREEMENT (Management Share Purchase Plan) (Employee Agreement)
Share Purchase Agreement • May 24th, 2007 • Sanderson Farms Inc • Poultry slaughtering and processing • Mississippi

This SHARE PURCHASE AGREEMENT (this “Agreement”), made and entered into as of the day of , 20 (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 an Award of Share Purchase Rights granted 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. The term “Fiscal Year” shall mean the fiscal year of the Company which begins on November 1 of each calendar year and ends on October 31 of the next calendar year.

SANDERSON FARMS, INC. SHARE PURCHASE AGREEMENT (Management Share Purchase Plan) (Non-Employee Director Agreement)
Share Purchase Agreement • May 24th, 2007 • Sanderson Farms Inc • Poultry slaughtering and processing • Mississippi

This SHARE PURCHASE AGREEMENT (this “Agreement”), made and entered into as of the day of , 20 (the “Grant Date”), by and between (the “Participant”) and Sanderson Farms, Inc. (together with its subsidiaries and affiliates, the “Company”), to set forth the terms and conditions of an Award of Share Purchase Rights granted 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. The term “Fiscal Year” shall mean the fiscal year of the Company which begins on November 1 of each calendar year and ends on October 31 of the next calendar year.

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