Exhibit 10.10


 


WAYNE FARMS, INC.


MANAGEMENT INCENTIVE PLAN


EMPLOYEE NONQUALIFIED OPTION AWARD
AGREEMENT


 


THIS NONQUALIFIED OPTION 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 Options 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 Option 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 Option.




 


(a) Grant. The Company hereby grants
to the Participant an Option (the “Option”) to purchase [_____] shares of Class A Common Stock
(such shares, the “Option Shares”), on the terms and conditions set forth in this Agreement and as otherwise
provided in the Plan. The Option is not intended to qualify as an Incentive Stock Option. The Options shall vest in accordance
with Section 2. The Exercise Price shall be $[____] per Option Share.


 


(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
legal representative in respect of any questions arising under the Plan or this Agreement. The Participant acknowledges that he
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. Vesting. Except as may otherwise be provided herein,
subject to the Participant’s continued employment with the Company or an Affiliate, the Options shall become vested and exercisable
in equal installments on each of the first [        ] anniversaries of the Date of Grant (each such date, a “Vesting Date”).
Any fractional Option Shares resulting from the application of the vesting schedule shall be aggregated and the Option Shares resulting
from such aggregation shall vest on the final Vesting Date.


 


3. Termination of Employment.


 


If the Participant’s employment with
the Company and its Affiliates terminates for any reason, the unvested portion of the Option shall be cancelled immediately and
the Participant shall immediately forfeit any rights to the Option Shares subject to such unvested portion.


 


 4. Expiration.





    	 



    	



    

(a) In no event shall all or any portion
of the Option be exercisable after the tenth annual anniversary of the Date of Grant (such ten-year period, the “Option
Period”); provided, that if the Option Period would expire at a time when trading in the shares of Class A Common
Stock is prohibited by the Company’s securities trading policy (or Company-imposed “blackout period”), the Option
Period shall be automatically extended until the 30th day following the expiration of such prohibition (but not to the
extent any such extension would otherwise violate Section 409A of the Code).


 


(b) If, prior to the end of the Option
Period, the Participant’s employment with the Company and all Affiliates is terminated without Cause or by the Participant
for any reason, the Option shall expire on the earlier of the last day of the Option Period or the date that is 90 days after the
date of such termination; provided, however, that if the Participant’s employment with the Company and its
Affiliates is terminated and the Participant is subsequently rehired or reengaged by the Company or any Affiliate within 90 days
following such termination and prior to the expiration of the Option, the Participant shall not be considered to have undergone
a termination of employment. In the event of a termination described in this subsection (b), the Option shall remain exercisable
by the Participant until its expiration only to the extent the Option was exercisable at the time of such termination.


 


(c) If (x) the Participant’s employment
is terminated prior to the end of the Option Period on account of his Disability, (y) the Participant dies while still in the employ
of the Company or an Affiliate or (z) the Participant dies following a termination described in subsection (b) above but prior
to the expiration of an Option, the Option shall expire on the earlier of the last day of the Option Period or the date that is
one year after the date of death or termination on account of Disability of the Participant, as applicable. In such event,
the Option shall remain exercisable by the Participant or his beneficiary, as applicable, until its expiration only to the extent
the Option was exercisable by the Participant at the time of such event.


 


(d) If the Participant ceases employment
with the Company or any Affiliates due to a termination for Cause, the Option (including any vested portion of the Option) shall
expire immediately upon such termination.


 


5. Method of Exercise and Form of Payment. No Option
Shares shall be delivered pursuant to any exercise of the Option until payment in full is made to the Company of the Exercise Price
and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld is withheld.
The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a
third party administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes
shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at
the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership
of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided
that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method
as the Committee may permit, including without limitation: (A) in other property having a fair market value equal to the Exercise
Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock at
such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable
instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option
and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or
(C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock
otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price



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and all applicable required withholding taxes. Any fractional
shares of Class A Common Stock shall be settled in cash.


 


6. 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 subject to this Option unless, until and to
the extent that (i) this Option shall have been exercised pursuant to its terms, (ii) the Company shall have issued and delivered
to the Participant the Option Shares and (iii) the Participant’s name shall have been entered as a stockholder of record
with respect to such Option Shares on the books of the Company. The Company shall cause the actions described in clauses (ii) and
(iii) of the preceding sentence to occur promptly following settlement as contemplated by this Agreement, subject to compliance
with applicable laws.


 


7. Compliance with Legal Requirements.


 


(a) Generally. The granting and
exercising of the Option, 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. Any exercise
of the Option shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations
and non-U.S. tax withholding obligations. The Company shall have the right and is hereby authorized to withhold from any amounts
payable to the Participant in connection with the Option or otherwise the amount of any required withholding taxes in respect of
the Option, its exercise or any payment or transfer of the Option 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. 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 received upon exercise
of the Option with a Fair Market Value equal to such withholding liability. For exercises of the Option occurring during a blackout
period under the Company’s insider trading policy, the Company shall arrange for the sale of a number of shares of Class
A Common Stock to be delivered to the Participant to satisfy the applicable withholding obligations. Such shares of Class A Common
Stock shall be sold on behalf of the Participant through the Company’s transfer agent on the facilities of NASDAQ or through
the facilities of any other exchange on which the Class A Common Stock is listed at the time of such sale.


 


8. Clawback. Notwithstanding
anything to the contrary contained herein, the Committee may cancel the Option 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 value realized thereafter on the vesting or exercise of the Option, the sale or other transfer of the Option, or
the sale of shares of Class A Common Stock acquired in respect of the Option, 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 Option 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



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Common Stock is listed or quoted, or if so required pursuant
to a written policy adopted by the Company, the Option 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).


 


9. 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 Option 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.


 


 10. Miscellaneous.




 


(a) Transferability. The Option
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 Option contrary to the provisions hereof,
and the levy of any execution, attachment or similar process upon the Option, 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 Option is
not intended to be subject to 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 10(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 Option or the Option Shares will not be subject to
interest and penalties under Section 409A.


 


(d) 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.


 


(e) 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.



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(f) 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.


 


(g) Fractional Shares. In lieu
of issuing a fraction of a share of Class A Common Stock resulting from any exercise of the Option or an adjustment of the Option
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.


 


(h) 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.


 


(i) 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.


 


(j) 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.


 


(k) 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 Option 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 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)



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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.


 


(l) 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.


 


(m) 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.


 


(n) 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).


 


(o) 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 [______]
Option Agreement]