Exhibit 10.12 


 


WAYNE FARMS, INC.


MANAGEMENT INCENTIVE PLAN


NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT
AWARD AGREEMENT


 


THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”),
is entered into as of [__________], 2015 (the “Date of Grant”), by and between Wayne Farms, Inc., a Delaware
corporation (the “Company”), and [________] (the “Participant”).


 


WHEREAS, the Company has adopted the Wayne Farms,
Inc. Management Incentive Plan (the “Plan”), pursuant to which Restricted Stock Units (“RSUs”)
may be granted; and


 


WHEREAS, the Compensation Committee of the Board
of Directors of the Company (the “Committee”) has determined that it is in the best interests of the Company
and its stockholders to grant the RSUs provided for herein to the Participant subject to the terms set forth herein.


 


NOW, THEREFORE, for and in consideration of the premises
and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:


 


 1. Grant of Restricted Stock Units.




 


(a) Grant. The Company hereby
grants to the Participant a total of [_____] RSUs, on the terms and conditions set forth in this Agreement and as otherwise
provided in the Plan. The RSUs shall vest in accordance with Section 2 hereof. The RSUs shall be credited to a separate
book-entry account maintained for the Participant on the books of the Company.


 


(b) Incorporation by Reference. The provisions
of the Plan are incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed
in accordance with the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated by the Committee
from time to time pursuant to the Plan. Any capitalized terms not otherwise defined in this Agreement shall have the definitions
set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make
any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his or her legal
representative in respect of any questions arising under the Plan or this Agreement. The Participant acknowledges that he or she
has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions
of the Plan.


 


2. Settlement; Vesting


 


(a) Vesting. Except as may otherwise be
provided herein, subject to the Participant’s continued service with the Company or an Affiliate through each applicable
vesting date, the RSUs shall vest in 20% increments on each of March 26, 2016, April 1, 2017 and March 31, 2018 and the remaining
40% shall vest on March 31, 2019 (the “Final Vesting Date”).


 


(b) Settlement. The vested portion of the
RSUs shall be settled within 10 days following the Final Vesting Date, in shares of Class A Common Stock, or cash, as determined
by the Committee in its sole discretion.


 


3. Dividend Equivalents. In the event of any issuance of a
cash dividend on the shares of Class A Common Stock (a “Dividend”), the Participant shall be credited, as of
the payment date for such Dividend, with an additional number of RSUs (each, an “Additional RSU”) equal to the
quotient obtained by dividing (a) the product of (i) the number of RSUs granted pursuant to this Agreement and outstanding







    	 



    	



    

as of the record date for such Dividend multiplied by (ii) the amount
of the Dividend per share, divided by (b) the Fair Market Value per share on the payment date for such Dividend, such quotient
to be rounded to the nearest hundredth. Once credited, each Additional RSU shall be treated as an RSU granted hereunder and shall
be subject to all terms and conditions set forth in this Agreement and the Plan.


 


4. Termination of Services.


 


(a) If the Participant’s services with the
Company and its Affiliates terminates for Cause (as such term is defined in the Plan), all RSUs, whether vested or unvested, shall
be cancelled immediately and the Participant shall not be entitled to receive any payments with respect thereto.


 


(b) If the Participant’s services with the
Company and its Affiliates terminates for any reason other than as set forth in Section 4(a) hereof, all unvested RSUs shall be
cancelled immediately and the Participant shall not be entitled to receive any payments with respect thereto.


 


5. Rights as a Stockholder. The Participant shall not be deemed
for any purpose to be the owner of any shares of Class A Common Stock underlying the RSUs unless, until and to the extent that
(i) the Company shall have issued and delivered to the Participant the shares of Class A Common Stock underlying the RSUs and (ii)
the Participant’s name shall have been entered as a stockholder of record with respect to such shares of Class A Common Stock
on the books of the Company. The Company shall cause the actions described in clauses (i) and (ii) of the preceding sentence to
occur promptly following settlement as contemplated by this Agreement, subject to compliance with applicable laws.


 


6. Compliance with Legal Requirements.


 


(a) Generally. The granting and settlement
of the RSUs, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state
and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory
or governmental agency as may be required. The Participant agrees to take all steps the Committee or the Company determines are
reasonably necessary to comply with all applicable provisions of U.S. federal and state securities law and non-U.S. securities
law in exercising his rights under this Agreement.


 


(b) Tax Withholding. The Participant shall
be responsible for all income taxes payable in respect of the RSUs. If, at any time, the Company is required to withhold tax on
account of the RSUs, the Company shall have the right and is hereby authorized to withhold from any amounts payable to the Participant
in connection with the RSUs or otherwise the amount of any required withholding taxes in respect of the RSUs, their settlement
or any payment or transfer of the RSUs or under the Plan and to take any such other action as the Committee or the Company deem
necessary to satisfy all obligations for the payment of such withholding taxes. In its sole discretion, the Board may permit the
Participant to satisfy, in whole or in part, the tax obligations by withholding shares of Class A Common Stock that would otherwise
be deliverable to the Participant upon settlement of the RSUs with a Fair Market Value equal to such withholding liability.


 


7. Clawback. Notwithstanding anything to the contrary contained
herein, the Committee may cancel the RSU award if the Participant, without the consent of the Company, has engaged in or engages
in activity that is in conflict with or adverse to the interest of the Company or any Affiliate while employed by or providing
services to the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities,
or violates a non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement with the Company or
any Affiliate, as determined by the Committee. In such event, the Participant will forfeit any compensation, gain or other



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value realized thereafter on the vesting or settlement of the RSUs,
the sale or other transfer of the RSUs, or the sale of shares of Class A Common Stock acquired in respect of the RSUs, and must
promptly repay such amounts to the Company. If the Participant receives any amount in excess of what the Participant should have
received under the terms of the RSUs for any reason (including without limitation by reason of a financial restatement, mistake
in calculations or other administrative error), all as determined by the Committee, then the Participant shall be required to promptly
repay any such excess amount to the Company. To the extent required by applicable law and/or the rules and regulations of NASDAQ
or any other securities exchange or inter-dealer quotation system on which the Class A Common Stock is listed or quoted, or if
so required pursuant to a written policy adopted by the Company, the RSUs shall be subject (including on a retroactive basis) to
clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement).


 


 8. Restrictive Covenants.




 


In the event that the Participant violates any restrictive
covenants applicable to the Participant, in addition to any other remedy which may be available at law or in equity, the RSUs shall
be automatically forfeited effective as of the date on which such violation first occurs. The foregoing rights and remedies are
in addition to any other rights and remedies that may be available to the Company and shall not prevent (and the Participant shall
not assert that they shall prevent) the Company from bringing one or more actions in any applicable jurisdiction to recover damages
as a result of the Participant’s breach of such restrictive covenants.


 


 9. Miscellaneous.




 


(a) Transferability. The RSUs may not be
assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered (a “Transfer”) by the Participant
other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relations order or as otherwise
permitted under Section 15(b) of the Plan. Any attempted Transfer of the RSUs contrary to the provisions hereof, and the levy of
any execution, attachment or similar process upon the RSUs, shall be null and void and without effect.


 


(b) Waiver. Any right of the Company contained
in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver
of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of
any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other
breach or a waiver of the continuation of the same breach.


 


(c) Section 409A. The RSUs are intended
to be exempt from, or compliant with, Section 409A of the Code. Notwithstanding the foregoing or any provision of the Plan or this
Agreement, if any provision of the Plan or this Agreement contravenes Section 409A of the Code or could cause the Participant to
incur any tax, interest or penalties under Section 409A of the Code, the Committee may, in its sole discretion and without the
Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A of the Code, or
to avoid the incurrence of taxes, interest and penalties under Section 409A of the Code, and/or (ii) maintain, to the maximum extent
practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing
the cost to the Company or contravening the provisions of Section 409A of the Code. This Section 9(c) does not create an obligation
on the part of the Company to modify the Plan or this Agreement and does not guarantee that the RSUs will not be subject to interest
and penalties under Section 409A.



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(d) General Assets. All amounts credited
in respect of the RSUs to the book-entry account under this Agreement shall continue for all purposes to be part of the general
assets of the Company. The Participant’s interest in such account shall make the Participant only a general, unsecured creditor
of the Company.


 


(e) Notices. Any notices provided for in
this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax,
pdf/email or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business
days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at
the Participant’s address indicated by the Company’s records, or if to the Company, to the attention of the General
Counsel at the Company’s principal executive office.


 


(f) Severability. The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and
each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.


 


(g) No Rights to Employment or Service.
Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as
an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the rights
of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any
time for any reason whatsoever.


 


(h) Fractional Shares. In lieu of issuing
a fraction of a share of Class A Common Stock resulting from adjustment of the RSUs pursuant to Section 12 of the Plan or otherwise,
the Company shall be entitled to pay to the Participant an amount in cash equal to the Fair Market Value of such fractional share.


 


(i) Beneficiary. The Participant may file
with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time
to time, amend or revoke such designation.


 


(j) Successors. The terms of this Agreement
shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries,
executors, administrators, heirs and successors of the Participant.


 


(k) Entire Agreement. This Agreement and
the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein
and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver
of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any
changes permitted without consent under Section 12 or 14 of the Plan.


 


(l) Governing Law and Venue. This Agreement
shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts
of laws thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of
any jurisdiction other than the State of Delaware.


 


(i) Dispute Resolution; Consent to
Jurisdiction. All disputes between or among any Persons arising out of or in any way connected with the Plan, this Agreement
or the RSUs shall be solely and finally settled by the Committee, acting in good faith, the determination of which shall be final.
Any matters not covered by the preceding sentence shall be solely and finally settled in accordance with the Plan, and the Participant
and the Company consent to the personal



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jurisdiction of the United States Federal
and state courts sitting in Wilmington, Delaware as the exclusive jurisdiction with respect to matters arising out of or related
to the enforcement of the Committee’s determinations and resolution of matters, if any, related to the Plan or this Agreement
not required to be resolved by the Committee. Each such Person hereby irrevocably consents to the service of process of any of
the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the last known address of such Person, such service to become effective ten (10) days after such mailing.


 


(ii) Waiver of Jury Trial. Each
party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any
legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated (whether
based on contract, tort or any other theory). Each party hereto (A) certifies that no representative, agent or attorney of any
other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce
the foregoing waiver and (B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by,
among other things, the mutual waivers and certifications in this section.


 


(m) Headings; Gender. The headings of the
Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall
not constitute a part, of this Agreement. Masculine pronouns and other words of masculine gender shall refer to both men and women
as appropriate.


 


(n) Counterparts. This Agreement may be
executed in one or more counterparts (including via facsimile and electronic image scan (pdf)), each of which shall be deemed to
be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other parties.


 


(o) Electronic Signature and
Delivery. This Agreement may be accepted by return signature or by electronic confirmation. By accepting this Agreement,
the Participant consents to the electronic delivery of prospectuses, annual reports and other information required to be
delivered by U.S. Securities and Exchange Commission rules (which consent may be revoked in writing by the Participant at any
time upon three business days’ notice to the Company, in which case subsequent prospectuses, annual reports and other
information will be delivered in hard copy to the Participant).


 


(p) Electronic Participation in Plan. The
Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan
by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated
by the Company.


 


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IN WITNESS WHEREOF, this Agreement has been executed
by the Company and the Participant as of the day first written above.


 


	 	WAYNE FARMS, INC.
	 	 	 



	 	By:	 



	 	 	Name:
	 	 	Title:
	 	 	 
	 	[PARTICIPANT]



 

[Signature Page to [______]RSU Award
Agreement]