Form of 2020 Time Based Restricted Stock Agreement, by and between Flowers Foods, Inc. and certain executive officers of Flowers Foods, Inc

Exhibit 10.31

FLOWERS FOODS, INC.

2014 OMNIBUS EQUITY AND INCENTIVE COMPENSATION PLAN

2020 Time Based Restricted Stock Unit Agreement

WHEREAS, [_________] (the “Grantee”) is a Participant in the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (the “Plan”) and is an employee of Flowers Foods, Inc. (the “Company”) or a Subsidiary; and

WHEREAS, a grant of Restricted Stock Units to the Grantee has been duly authorized by a resolution of the Committee as effective on December 29, 2019 (the “Date of Grant”).

NOW, THEREFORE, pursuant to the Plan, the Company hereby memorializes a grant to the Grantee, as of the Date of Grant, pursuant to this 2020 Time Based Restricted Stock Unit Agreement (this “Agreement”) of [_____________] time based Restricted Stock Units (the “TBRSUs”).

1.Vesting of Restricted Stock Units.  The TBRSUs will become non-forfeitable over the period running through January 5, 2023, with approximately one-third (1/3) of the TBRSUs becoming non-forfeitable on each of (a) January 5, 2021, (ii) January 5, 2022, and (c) January 5, 2023, subject to the Grantee having remained in the continuous employ of the Company and/or Subsidiary until said date.

2.Distribution.  Shares underlying TBRSUs that become non-forfeitable under Section 1 shall be distributed as soon as practicable after the applicable date upon which such TBRSUs become non-forfeitable, but notwithstanding anything to the contrary, in all events within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4).

3.Continuous Employment; Early Termination of Employment.

(a)Continuous Employment.  For purposes of this Agreement, the Grantee’s employment with the Company or Subsidiary will be deemed to have ceased as of the last day worked.  In the case of a Grantee having received short term disability benefits, employment will be deemed to have ceased on the last day for which such short term benefits are paid, unless the Grantee immediately returns to active employment.  For the purposes of this Agreement, the continuous employment of the Grantee with the Company or a Subsidiary will not be deemed to have been interrupted, and the Grantee will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i) the termination of his employment by the Company or a Subsidiary and immediate rehire by the Company (if the Company was not the original employer) or by another Subsidiary or (ii) an approved leave of absence.

- 1 -

(b)Vesting Upon Retirement.  In the event that the Grantee’s employment with the Company shall terminate prior to January 5, 2023 because of Retirement in the absence of Cause, a portion of any TBRSUs which are forfeitable as of such date shall become non-forfeitable, with such portion being equal to (i) the total number of TBRSUs granted hereunder, multiplied by a fraction, the numerator of which is the number of complete calendar quarters which have elapsed from the Date of Grant to the date of Retirement, and the denominator of which is twelve (12), less (ii)  the number of TRBRSUs granted hereunder that have already become non-forfeitable hereunder.  The distribution of shares underlying the TBRSUs which become non-forfeitable under this Section 3(b) shall be made within thirty (30) days after the end of the calendar year of the Retirement, but notwithstanding anything to the contrary, in all events within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4).

(c)Vesting Upon Disability or Death.  Notwithstanding the provisions of Sections 1, 2 and 3(b), in the event of the Grantee’s death or Disability prior to January 5, 2023, then all of Grantee’s forfeitable TBRSUs shall immediately become non-forfeitable and shares underlying such TBRSUs shall be distributed within ten (10) business days of the applicable occurrence, but notwithstanding anything to the contrary, in all events within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4).

(d)Vesting Upon Change in Control.  Notwithstanding the provisions of Sections 1, 2 and 3(b), in the event of either:

(i)a termination of employment prior to January 5, 2023, either within two (2) years after a Change in Control (in which case the occurrence shall be the termination of employment) or during the six (6) month period prior to a Change in Control (in which case vesting is contingent on the occurrence of the Change in Control and the occurrence shall be the Change in Control), where either the Grantee is involuntarily terminated from employment for reasons other than for Cause, or the Grantee terminates his or her employment for Good Reason, or

(ii)a Change in Control prior to January 5, 2023 where the TBRSUs are not assumed or converted into replacement awards in connection with the Change in Control, then all of Grantee’s forfeitable TBRSUs shall immediately become non-forfeitable and shares underlying such TBRSUs shall be distributed within ten (10) business days of the applicable occurrence, but notwithstanding anything to the contrary, in all events within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4).

- 2 -

4.Vesting Definitions.

(i)“Retirement” means termination of employment after either (A) attainment of age sixty-five (65), or (B) attainment of age fifty-five (55) provided the Grantee has accrued ten (10) years of service.

(ii)“Cause” means:

(iii)“Good Reason” means a timely termination of employment for any of the reasons set forth in (A) through (H) below, but only if (I) is satisfied:

- 3 -

For purposes of subsection (I) above, before a termination by a Grantee will constitute termination for Good Reason, the Grantee must give the Company a notice of termination of employment within ninety (90) calendar days following the occurrence of the event that constitutes Good Reason.  For a Grantee who terminates prior to and in anticipation of a Change in Control during the period that is six (6) months preceding the Change in Control date, the period in which the Grantee must give the Company a notice of termination of employment is the later of (x) ninety (90) calendar days following the occurrence of the event that constitutes Good Reason and (y) the Change in Control.  Failure to provide such notice of termination of employment within such applicable period shall be conclusive proof that the Grantee shall not have Good Reason to terminate employment.

- 4 -

Good Reason shall exist only if (i) the Company fails to remedy the event or events constituting Good Reason within thirty (30) calendar days after receipt of the notice of termination of employment from the Grantee and (ii) the Grantee terminates his or her employment within one hundred eighty (180) days of the Grantee receiving notice of the existence of any event or condition described in clauses (A) through (H) above.

5.Forfeiture of TBRSUs.

(a)If the Grantee ceases to be continuously employed by the Company and/or Subsidiary at any time prior to all of the TBRSUs becoming non-forfeitable, any portion of the TBRSUs that has not theretofore become non-forfeitable in accordance with the terms of Sections 1 and 2 shall be forfeited, except as provided in Section 3.

(b)In any event, if, prior to all of the TBRSUs becoming non-forfeitable, the Grantee is demoted due to Cause or poor performance from the position of employment held by the Grantee on the Date of Grant to a position which would not have been eligible for a grant of TBRSUs pursuant to the Committee’s guidelines as of the Date of Grant, then the Grantee shall forfeit a fraction of the forfeitable TBRSUs, but shall be entitled to retain the remaining fraction of the forfeitable TBRSUs, subject to the provisions of this Agreement.  The fraction of the forfeitable TBRSUs that the Grantee is entitled to retain is a fraction that is equal to the number of forfeitable TBRSUs as of the date of the demotion, multiplied by a fraction, the numerator of which is the number of days that have elapsed from January 1, 2019 to the date of the demotion, and the denominator of which is 1,095.  Notwithstanding the foregoing, solely for purposes of this Agreement, the Committee may determine in its sole discretion that an apparent demotion (meaning not due to Cause or poor performance, as opposed to an actual demotion) shall not cause a forfeiture.

6.Dividend, Voting and Other Rights.  Except as otherwise provided in this Section 6, the Grantee shall have none of the rights of a stockholder with respect to the TBRSUs.  A notional cash account for the Grantee shall be credited with an amount equal to any cash dividends paid by the Company on its common stock during the full or partial performance period as determined under Sections 1 through 5.  Such notional cash dividends shall become non-forfeitable only with respect to the corresponding portion of the TBRSUs that ultimately becomes non-forfeitable in accordance with Sections 1 through 5.  Non-forfeitable notional cash dividends will be distributed in cash, without interest, when the corresponding shares underlying the nonforfeitable TBRSUs are paid out as set forth in Sections 2 and 3.

7.Settlement.  Non-forfeitable TBRSUs shall be settled in accordance with Sections 2 and 3 above by delivering to you a number of shares of Flowers Foods, Inc. common stock (“Shares”) equal to the number of non-forfeitable TBRSUs.  The Company may deliver the Shares by delivery of physical certificates or by certificate-less book-entry issuance.

8.Restrictions on Transfer of TBRSUs.  The TBRSUs and the shares underlying them may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to the Company, until shares underlying the TBRSUs have been paid out.  Any purported transfer, encumbrance or other disposition of the TBRSUs or the shares underlying them that is in violation of this Section 8 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the TBRSUs or such shares.

- 5 -

9.Compliance with Law.  The Company will make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company will not be obligated to issue any restricted or non-restricted shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law.

10.Adjustments.  The Committee will make such adjustments in the number and kind of shares of stock or other securities covered by this Agreement as provided for in Section 11 of the Plan.

11.Taxes and Withholding.  To the extent that the Company or Subsidiary is required to withhold any federal, state, local or foreign tax in connection with the issuance or vesting of any portion of the TBRSUs or other amounts pursuant to this Agreement, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the delivery of the shares to the Grantee that the Grantee shall pay the tax in cash or make provisions that are satisfactory to the Company for the payment thereof.

12.No Employment Rights.  The Plan and this Agreement will not confer upon the Grantee any right with respect to the continuance of employment or other service with the Company or any Subsidiary and will not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any employment or other service of the Grantee at any time.

13.Relation to Other Benefits.  Any economic or other benefit to the Grantee under this Agreement will 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 or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or any Subsidiary, unless provided otherwise in any such plan.

14.Agreement Subject to the Plan.  The TBRSUs granted under this Agreement and all of the terms and conditions hereof are subject to all of the terms and conditions of the Plan.  Capitalized terms in this Agreement may be defined herein, defined in the Plan, or defined in both places.  In the event of any inconsistency between this Agreement and the Plan, the terms of the Plan will govern.  The 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 the TBRSUs or its vesting.

15.Amendments.  Subject to the terms of Section 17 of the Plan, 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 will adversely affect the rights of the Grantee under this Agreement without the Grantee’s consent.

16.Severability.  In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable.

- 6 -

17.Successors and Assigns.  Without limiting Section 8 hereof, 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.

18.Governing Law.  This Agreement will be governed by and construed in accordance with the internal substantive laws of the State of Georgia.

19.Notices.  Any notice to the Company provided for herein shall be in writing to the Company at the principal executive office of the Company, marked Attention:  Corporate Secretary, and any notice to the Grantee shall be addressed to said Grantee at his or her address then 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).

20.Certain Additional Defined Terms.  In addition to the following defined terms and terms defined elsewhere herein, when used in the Agreement, terms with initial capital letters have the meaning given such term under the Plan, as in effect from time to time.

(a)“Board” means the Board of Directors of the Company.

(b)“Change in Control” shall mean the consummation of any Change in Control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as determined by the Board, in its sole discretion; provided that, without limitation, such a Change in Control shall be deemed to have occurred if:

(i)any Person (as such term is defined in Sections 13(d) or 14(d)(2) of the Exchange Act; hereafter, a “Person”) is on the date hereof or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 35% or more of the Voting Power; provided, however, that for purposes of this Section 20(b), the following rules shall apply:

- 7 -

(ii)The Company consummates a merger or consolidation in which stockholders of the Company immediately prior to entering into such agreement will beneficially own, immediately after the effective time of the merger or consolidation, securities of the Company or any surviving or new corporation, as the case may be, having less than 60% of the Voting Power of any surviving or new corporation, as the case may be, including Voting Power exercisable on a contingent or deferred basis as well as immediately exercisable Voting Power, excluding any merger or combination of a wholly owned Subsidiary into the Company, or the Company into a wholly owned Subsidiary; or

- 8 -

(iii)The Company consummates a sale, lease, exchange or other transfer or disposition of all or substantially all of its assets to any Person other than to a wholly owned Subsidiary, but not including (A) a mortgage or pledge of assets granted in connection with a financing or (B) a spin-off or sale of assets if the Company continues in existence and its common shares are listed on a  national securities exchange, quoted on the automated quotation system of a national securities association or traded in the over-the-counter market; or

(iv)the Original Directors and/or their Successors as defined above in Section 20(b)(i)(A) of this definition do not constitute a majority of the whole Board as the case may be; or

(v)approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, as the case may be.

(c)“Subsidiary” means a corporation, company or other entity (i) more than fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than fifty percent (50%) of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company.

(d)“Voting Power” means, at any time, the combined voting power of the then outstanding securities entitled to vote generally in the election of Directors in the case of the Company, or the members of the board of directors or similar body in the case of another entity.

21.Compliance with Section 409A of the Code.  To the extent applicable, it is intended that this Agreement and the Plan comply with, or be exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) do not apply to the Grantee.  This Agreement in conjunction with the terms of the Plan shall be administered in a manner consistent with this intent.  Any amendments made to comply with Section 409A of the Code may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee.  In any case, the Grantee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and the Company shall not have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties.

22.Data Protection.  By signing below, the Grantee consents that the Company may process the Grantee’s personal data, including name, Social Security number, address and number of TBRSUs (“Data”), exclusively for the purpose of performing this Agreement, in particular in connection with the TBRSUs awarded to the Grantee.  For this purpose, the Data may also be disclosed to and processed by companies outside the Company, e.g., banks involved.

(Signature follows on the next page)

- 9 -

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer as of the day and year first above written.

- 10 -