Form of Restricted Stock Agreement for Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long

EX-10.8 11 calm10kex108.htm EX-10.8 calm10kex108

AMENDED AND RESTATED

CAL-MAINE FOODS, INC. 2012 OMINBUS LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

Unless otherwise defined herein, capitalized terms used in this Restricted Stock

Agreement (this “Restricted Stock

Agreement”) shall have the meanings ascribed in the Amended and Restated Cal-Maine

Foods, Inc. 2012 Long-Term

Incentive

Plan (“Plan”).

NOTICE OF RESTRICTED STOCK GRANT

The Company is pleased to inform you that, subject to the terms and conditions

of the Plan and this Restricted Stock

Agreement, you have been granted restricted shares of Common Stock (“Restricted

Shares”), as follows:

Participant Name:

____________________________________

Grant Date:

____________________________________

Vesting

Commencement Date:

____________________________________

Number of Restricted Shares:

____________________________________

Vesting

Schedule:

The Restricted Shares shall become vested, and no longer subject to forfeiture, in

accordance with

the following schedule:

Anniversary of Grant Date

Percent (%) of Shares Vested

Anniversary

100%

II.

AGREEMENT

Grant of Restricted Shares.

The Committee hereby grants to the Participant named in the Notice of

Restricted Stock Grant contained in Part I of

this Restricted Stock Agreement (the “Notice of Grant”) the number of

Restricted Shares set forth in the Notice of Grant,

subject to the terms and conditions herein set forth and the provisions of the Plan, which

is incorporated herein by reference.

Subject to Article 9 of the Plan, in the event of a conflict between the terms and conditions

of the Plan and the terms and

conditions of this Restricted Stock Agreement, the terms and conditions

of the Plan shall prevail.

Vesting

of Restricted Shares.

(a)

Vesting

Schedule.

The Restricted Shares that shall have vested at any time in accordance with the

terms of the Vesting

Schedule set forth in the Notice of Grant are referred to as “Vested

Shares,” and the Restricted

Shares that shall not have vested are referred to as “Unvested Shares.”

(b)

Accelerated Vesting

Upon a Change in Control.

In the event of the completion of a Change in

Control, all Unvested Shares shall automatically vest and become Vested

Shares immediately prior to the completion

of the Change in Control.

(c)

Forfeiture of Unvested Shares Upon Early Termination

of Service.

Except as provided in

subparagraphs (d) and (e) below,

if the Participant ceases to remain in continuous Service for any reason, (i) all of the

Restricted Shares that are Unvested Shares as of such termination date

shall immediately and automatically be

forfeited and reconveyed to the Company and shall be cancelled on the Company’s

stock books, and (ii) the

Participant shall immediately and automatically cease to have any

ownership right in any and all Restricted Shares that

constitute Unvested Shares as of such termination date.

In such event, this Restricted Stock Agreement shall remain in

full force and effect with respect to any Vested

Shares.

(d)

Death or Disability.

In the event of the Participant’s Disability or

death during the term of this

Agreement, all of the Restricted Shares subject to this Agreement shall be immediately

vested as of the date of such

Disability or death, whichever is applicable, and shall be delivered, subject

to any requirements under this Agreement,

to the Participant, in the event of his or her Disability,

or in the event of the Participant’s death, to the beneficiary

beneficiaries designated by the Participant, or if the Participant has not

so designated any beneficiary(ies), or if no

designated beneficiary survives the Participant, such shares shall be delivered

to the personal representative of the

Participant’s estate.

For purposes of this Agreement, “Disability” means that the

Participant, as determined by the

Committee in its sole discretion, is unable to engage in any substantial gainful activity by reason

of any medically

determinable physical or mental impairment which can be expected to result in

death or can be expected to last for a

continuous period of not less than twelve (12) months.

(e)

Retirement.

If the Participant’s termination

of continuous Service is by reason of Retirement, at the

time of such termination, the Committee in its sole discretion may provide that the

Restricted Shares will vest partially

or in full as of the effective date of the Participant’s

termination due to Retirement.

For purposes of this Agreement,

“Retirement”

means a termination of continuous Service after attainment of the requirements set

forth in the retirement

policy of the Company.

(f)

Shareholder Rights.

From the Grant Date and continuing for so long as the Unvested Shares shall

not have been forfeited as provided in Part II(B)(c) above, the Participant shall have

the right to receive with respect to

the Restricted Shares any dividends that the Company may declare regarding

the Common Stock; provided, however,

that any dividend payable in stock also shall be deemed to be Restricted Shares under

this Agreement subject to the

same Vesti

ng Schedule as the underlying Restricted Shares.

No Transfer Permitted of Unvested Shares.

(a)

The Participant shall not, and shall not purport to, sell, assign, pledge or otherwise

transfer any

Unvested Shares, or any interest therein, either voluntarily or by operation

of law, except by will, by the

laws of

descent and distribution, or pursuant to a qualified domestic relations order.

The Participant is permitted to sell, assign

or otherwise transfer the Restricted Shares only if and when they become

Vested

Shares pursuant to Section B above.

(b)

The Participant acknowledges and agrees that, if the Company so determines, all certificates

evidencing Unvested Shares may be endorsed with the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE

ARE SUBJECT TO CERTAIN

VESTING AND

FORFEITURE PROVISIONS AS SET FORTH

IN A RESTRICTED STOCK AGREEMENT

BETWEEN THE

CORPORATION

AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE

THE PRINCIPAL

OFFICE OF THE COMPANY.

In addition, the Company may make a notation regarding the restrictions on

transfer of the Restricted Shares in its

stock books, and shares of the Restricted Shares shall be transferred on the

books of the Company only if transferred or sold in

accordance with this Restricted Stock Agreement.

Stock Certificates.

(a)

Concurrently herewith, the Company may issue one or more stock certificates

in the Participant’s

name evidencing the Restricted Shares or the Company may issue the Restricted Shares

in book entry form.

If the

Restricted Shares are held in book entry form, the applicable restrictions will be noted

in the records of the Company’s

transfer agent and in the book entry system.

If stock certificates are issued, the Company,

or its designee, shall retain

any stock certificates or other certificates issued that evidence Unvested

Shares in escrow for the benefit of the

Participant.

The Participant agrees to execute such further instruments and to take such further

actions as the

Committee may deem necessary or advisable for purposes of facilitating the

enforcement of this Restricted Stock

Agreement.

The Participant hereby appoints the Company,

or its designee, with full power of substitution, as

Participant’s true and lawful attorney-in-fact

with irrevocable power and authority in the name and on behalf of the

Participant to take into action and execute all documents and instruments, including,

without limitation, stock powers

which may be necessary to transfer any certificate or certificates evidencing

any such Unvested Shares upon

termination.

(b)

Upon the Participant’s request at any

time, the Company shall deliver to the Participant a stock

certificate in the Participant’s name

evidencing Vested

Shares.

Tax Obligations

(a)

In connection with the receipt of the Restricted Shares, the Participant hereby

represents and

warrants that the Company previously advised the Participant to consult

with the Participant’s own tax advisor

regarding whether an election under Section 83(b) of the Internal Revenue

Code of 1986, as amended, should be made

by the Participant within thirty days after the Grant Date.

The Participant shall be solely responsible for the payment

of any and all federal, state and other taxes that may be imposed on the Participant

by reason of the acquisition of the

Restricted Shares and any vesting and subsequent sale of the Vested

Shares.

(b)

The Participant agrees to make appropriate arrangements with the Company

(or the Parent,

Subsidiary or Affiliate employing or retaining

the Participant) for the satisfaction of all Federal, state, local and foreign

income and employment tax withholding requirements applicable to the

receipt or vesting of the Restricted Shares.

The Participant acknowledges and agrees that the Company may refuse to issue the

Restricted Shares if such

withholding amounts are not delivered.

These arrangements include payment in cash.

With the Company’s

consent,

these arrangements may also include (a) payment from the proceeds of the sale of

shares through a

Company-

approved broker, (b) withholding shares of

Common Stock that otherwise would be issued to the Participant when the

Restricted Shares become vested, (c) surrendering shares that the Participant

previously acquired or (d) withholding

cash from other compensation.

The Fair Market Value

of withheld or surrendered shares, determined as of the date

when taxes otherwise would have been withheld in cash, will be applied to the withholding

taxes.

Entire Agreement; Governing Law.

The Plan and this Restricted Stock Agreement constitute the entire agreement

of the parties with respect to the subject

matter hereof and supersede in their entirety all prior undertakings and

agreements of the Company and the Participant with

respect to the subject matter hereof, and may not be modified adversely to the Participant’s

interest except by means of a

writing signed by the Company and the Participant. This Restricted Stock Agreement

is governed by the laws of the state of

Mississippi.

In addition, this Award

of Restricted Shares (and any compensation paid or shares issued hereunder)

is subject to

recoupment in accordance with The Dodd–Frank Wall

Street Reform and Consumer Protection Act and any implementing

regulations thereunder, any clawback policy adopted

by the Company and any compensation recovery policy otherwise

required by applicable law.