EX-10.23






Exhibit 10.23




FLOWERS FOODS, INC.

2001 EQUITY AND PERFORMANCE INCENTIVE PLAN




Form of 2009 Restricted Stock Agreement




          WHEREAS,
__________________ (the “Grantee”) is an employee of Flowers Foods, Inc. (the
“Company”) or a Subsidiary (as defined below); and




          WHEREAS, the grant of Restricted Stock to the Grantee has been duly authorized by a resolution
of the Committee (as defined below) duly adopted on ____________, 2009 (the “Date of Grant”).




          NOW, THEREFORE, pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan
(the “Plan”), the Company hereby grants to the
Grantee as of the Date of Grant ____________ shares
of Restricted Stock, pursuant to this 2009 Restricted Stock Agreement (this “Agreement”). The
Restricted Stock shall be fully paid and nonassessable and shall be represented by a certificate
registered in the name of the Grantee and bearing a legend referring to the restrictions
hereinafter set forth.




     1. Vesting of Restricted Stock. (a) On the Vesting Date (defined below), the
Restricted Stock shall become nonforfeitable, subject to the Grantee having remained in the
continuous employ of the Company until said date, if the criteria listed in section (b) below have
been met as of said date. For purposes of this Agreement, Grantee’s employment with the Company
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.




     (b) (i) In order for the Restricted Stock to become nonforfeitable as of the Vesting
Date, the following Management Objective must be achieved as of the end of the second fiscal
year referenced below: the Company’s average “return on invested capital” calculated on
continuing operations for its fiscal years 2009 and 2010 must exceed its weighted average
“cost of capital” by 2.5% for said period.




          (ii) In the event that the requirements of subparagraph (b)(i) above are satisfied, the
Grant of Restricted Stock will be further adjusted according to achievement of a management
objective based on the relative performance of the Company’s “total return to shareholders”
(“Flowers TSR”) determined for its 2009 and 2010 fiscal years compared to the “total return
to shareholders” of the Standard & Poor’s 500 Packaged Food and Meat Index (“S&P TSR”) for
the same, or approximately same, period as follows:



 









 






	 	(A)	 	If the Flowers TSR is equal to the fiftieth
percentile S&P TSR, there shall be no adjustment.
	 
	 	(B)	 	If the Flowers TSR is less than the S&P
TSR, the Grant shall be reduced by 1.3% for each percentile below the
fiftieth by which the Flowers TSR is less than the S&P TSR at the
fiftieth percentile, but in no event shall the reduction exceed 20%
(e.g., if Flowers TSR equals the fortieth percentile of
S&P TSR, the Grant shall be reduced by 13%, and if equal to the
twenty-fifth percentile, the Grant shall be reduced by 20%).
	 
	 	(C)	 	If the Flowers TSR exceeds the S&P TSR
at the fiftieth percentile, the Grant shall be increased by 1.3% for
each percentile above the fiftieth by which the Flowers TSR exceeds the
S&P TSR at the fiftieth percentile, but in no event shall the increase
exceed 20% (e.g., if Flowers TSR equals the
fifty-seventh percentile of S&P TSR, the Grant shall be increased by
9.1%; and if equal to the eighty-fifth percentile, the Grant shall be
increased by 20%). For purposes of the Plan, any such additional
shares which are awarded will be considered Performance Stock issued
pursuant to Section 8 of the Plan.






     (c) Notwithstanding the provisions of Section 1(a), all of the initial Grant of
Restricted Stock shall immediately become nonforfeitable, but shall not be adjusted
according to subsection (b)(ii) above,




          (i) in the event of a Change in Control; or




          (ii) in the event that Grantee’s employment with the Company shall terminate prior to
the second anniversary of the Date of Grant because of:




	 	(A)	 	Disability; or
	 
	 	(B)	 	Death.






     (d) In the event that Grantee’s employment with the Company shall terminate prior to
the second anniversary of the Date of Grant because of Retirement, a pro rata portion of the
initial Grant of Restricted Stock shall become nonforfeitable conditioned upon, and at the
time of, the certification of satisfaction of Management Objectives referred to in (e)
below. Said portion shall not be adjusted according to subsection (b)(ii) above. The pro
rata portion shall be determined by the number of quarters from the Date of Grant until
Retirement compared with eight.




     (e) Before the Restricted Stock and Performance Stock referred to in this Section 1 is
deemed nonforfeitable or earned, the Board must certify that the respective Management
Objectives in subsections (b)(i) and (ii) have been satisfied, and the date of said
certification shall constitute the “Vesting Date”; provided, however, that the Board may
make the certification subject to the filing of the Company’s Annual Report on Form



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10-K with the Securities and Exchange Commission reflecting the satisfaction of said
Management Objectives, in which event the date of said filing shall constitute the “Vesting
Date.”



     2. Forfeiture of Restricted Stock. (a) Subject to Section 1(c) and (d), any
Restricted Stock that has not theretofore become nonforfeitable shall be forfeited if the Grantee
ceases to be continuously employed by the Company at any time prior to the applicable vesting date.




     (b) In the event, however, that prior to the Restricted Stock becoming nonforfeitable
in full the Grantee shall be demoted 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 pursuant to
the Committee’s guidelines as of the Date of Grant, then the Grantee shall forfeit a
fraction of the initial Grant, but shall be entitled to retain the remaining fraction of the
initial Grant, subject to the provisions of this agreement, which is equal to the number of
the Company’s fiscal quarters in which the Grantee is employed in the position held by the
Grantee on the Date of Grant (beginning with the Date of Grant and terminating with the
quarter in which or with which demotion occurs) divided by eight. Notwithstanding the
foregoing, solely for purposes of this Agreement, an apparent demotion from the position of
employment held by the Grantee on the Date of Grant shall nonetheless not be deemed to
constitute a demotion if the Committee so determines.



     3. Dividend, Voting and Other Rights. Except as otherwise provided herein, the
Grantee shall have all of the rights of a stockholder with respect to the Restricted Stock,
including the right to vote such Stock and receive any dividends that may be paid thereon;
provided, however, that any additional shares of Common Stock or other securities that the Grantee
may become entitled to receive pursuant to a stock dividend, stock split, combination of Stock,
recapitalization, merger, consolidation, separation or reorganization or any other change in the
capital structure of the Company shall be subject to the same restrictions as the Restricted Stock.



     4. Retention of Stock Certificate(s) by the Company. The certificate(s) representing
the Restricted Stock shall be issued in book entry form and held in a separate restricted account
from all other shares registered in the name of the Grantee by the Company’s stock transfer agent
or shall be held in custody by the Secretary of the Company, together with a stock power endorsed
in blank by the Grantee with respect thereto, until those shares have become nonforfeitable in
accordance with Section 1. In order for the Grant under this Agreement to be effective, the
Grantee must sign and return the attached stock powers to the attention of the Secretary of the
Company.



     5. Restrictions on Transfer of Restricted Stock. The Restricted Stock may not be
transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the
Grantee, except to the Company, until the shares have become nonforfeitable in accordance with
Section 1. Any purported transfer, encumbrance or other disposition of the Restricted Stock that
is in violation of this Section 5 shall be null and void, and the other party to any such purported
transaction shall not obtain any rights to or interest in the Restricted Stock



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     6. 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
nonrestricted shares of Common Stock or other securities pursuant to this Agreement if the issuance
thereof would result in a violation of any such law.



     7. Adjustments. The Committee may make any adjustments in the number and kind of
shares of stock or other securities covered by this Agreement that the Committee may determine to
be equitably required to prevent dilution or enlargement of the Grantee’s rights under this
Agreement that would otherwise result from any (a) stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the Company, (b) merger,
consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete
liquidation or other distribution of assets, issuance of rights or warrants to purchase securities
or (c) other corporate transaction or event having an effect similar to any of the foregoing.
Furthermore, in the event of any transaction or event described or referred to in the immediately
preceding sentence, the Committee may provide in substitution for any or all of the Grantee’s
rights under this Agreement such alternative consideration as it may in good faith determine to be
equitable under the circumstances and may require in connection therewith the surrender of all
grants so replaced.



     8. Taxes and Withholding. To the extent that the Company is required to withhold any
federal, state, local or foreign tax in connection with the issuance or vesting of any Restricted
Stock 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.



     9. 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.



     10. 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.



     11. Agreement Subject to the Plan. The Restricted Stock granted under this Agreement
and all of the terms and conditions hereof are subject to all of the terms and conditions of the
Plan. 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 Restricted Stock or its vesting.



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     12. Recoupment. In the event the Committee invokes the recoupment remedy set forth in
Section 25 of the Plan, Grantee will either forfeit the Restricted Stock or reimburse the Company
for any proceeds received by the Grantee as a result of the sale of the formerly Restricted Stock,
as applicable.



     13. Amendments. 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.



     14. 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.



     15. Successors and Assigns. Without limiting Section 5 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.



     16. Governing Law. This Agreement will be construed and governed in accordance with
the laws of the State of Georgia.



     17. 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 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).



     18. Certain 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 and, to the extent of any
delegation by the Board to a committee (or subcommittee thereof) pursuant to the Plan, such
committee or subcommittee.




     (b) “Change in Control” shall mean the occurrence during the term of any of the
following events, subject to the provisions of Section 18(b)(vi) hereof:




	 	(i)	 	the Company merges into itself, or is merged or
consolidated with, another entity and as a result of such merger or
consolidation less than 51% of the voting power of the then-outstanding
voting securities of the surviving or resulting entity immediately
after




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	 	 	 	such transaction are directly or indirectly beneficially owned in the
aggregate by the former shareholders of the Company immediately prior
to such transaction; or
	 
	 	(ii)	 	all or substantially all the assets accounted
for on the consolidated balance sheet of the Company are sold or
transferred to one or more entities or persons, and as a result of such
sale or transfer less than 51% of the voting power of the
then-outstanding voting securities of such entity or person immediately
after such sale or transfer is directly or indirectly beneficially held
in the aggregate by the former shareholders of the Company immediately
prior to such transaction or series of transactions; or
	 
	 	(iii)	 	a person, within the meaning of Section
3(a)(9) or 13(d)(3) (as in effect on the Effective Date of the Plan) of
the Exchange Act becomes the beneficial owner (as defined in Rule 13d-3
of the Securities and Exchange Commission pursuant to the Exchange Act)
of (i) 15% or more but less than 35% of the voting power of the
then-outstanding voting securities of the Company without prior
approval of the Board, or (ii) 35% or more of the voting power of the
then-outstanding voting securities of the Company; provided, however,
that the foregoing does not apply to any such acquisition that is made
by (w) any Subsidiary; (x) any employee benefit plan of the Company or
any Subsidiary; or (y) any person or group of which employees of the
Company or of any Subsidiary control a greater than 25% interest unless
the Board determines that such person or group is making a “hostile
acquisition;” or (z) any person or group of which the Company is an
affiliate; or
	 
	 	(iv)	 	a majority of the members of the Board are not
Continuing Directors, where a “Continuing Director” is any member of
the Board who (x) was a member of the Board on the Effective Date of
the Plan or (y) was nominated for election or elected to such Board
with the affirmative vote of a majority of the Continuing Directors who
were members of such Board at the time of such nomination or election;
or
	 
	 	(v)	 	the Board determines that (A) any particular
actual or proposed merger, consolidation, reorganization, sale or
transfer of assets, accumulation of shares of the Company or other
transaction or event or series of transactions or events will, or is
likely to, if carried out, result in a Change in Control falling within
Subsections (i), (ii), (iii) or (iv) and (B) it is in the best
interests of the Company and its shareholders, and will serve the
intended purposes of this Section 18(b), if the provisions of awards
which provide for earlier exercise or earlier lapse of restrictions or




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	 	 	 	conditions upon a Change in Control shall thereupon become
immediately operative.
	 
	 	(vi)	 	Notwithstanding the foregoing provisions of
this Section 18(b):
	 
	 	(A)	 	If any such merger, consolidation,
reorganization, sale or transfer of assets, or tender offer or other
transaction or event or series of transactions or events mentioned in
Section 18(b)(v) shall be abandoned, or any such accumulations of
shares shall be dispersed or otherwise resolved, the Board may, by
notice to the Participant, nullify the effect thereof and reinstate the
award as previously in effect, but without prejudice to any action that
may have been taken prior to such nullification.
	 
	 	(B)	 	Unless otherwise determined in a specific case
by the Board, a “Change in Control” shall not be deemed to have
occurred for purposes of Section 18(b) solely because (X) the Company,
(Y) a Subsidiary, or (Z) any Company-sponsored employee stock ownership
plan or any other employee benefit plan of the Company or any
Subsidiary either files or becomes obligated to file a report or a
proxy statement under or in response to Schedule 13D, Schedule 14D-1,
Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) under the Exchange Act disclosing beneficial ownership by
it of shares of the then-outstanding voting securities of the Company,
whether in excess of 20% or otherwise, or because the Company reports
that a change in control of the Company has occurred or will occur in
the future by reason of such beneficial ownership.






     (c) “Committee” means the Compensation Committee of the Board, which shall consist of a
committee of two (2) or more Nonemployee Directors appointed by the Board to exercise one or
more administrative functions under the Plan.




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




     (e) “Disability” means disability as determined under procedures established by the
Committee for purposes of the Plan.




     (f) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, as such law, rules and regulations may be amended from time to
time.




     (g) “Nonemployee Director” means a Director who is not an employee of the Company or
any Subsidiary.




     (h) “Retirement” means termination of employment (i) on or after attainment of age 65.



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     (i) “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.



     19. Compliance with Section 409A of the Code. To the extent applicable, it is intended
that this Agreement and the Plan comply with 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
and the Plan shall be administered in a manner consistent with this intent.



     20. 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
shares of Restricted Stock (“Data”) exclusively for the purpose of performing this Agreement, in
particular in connection with the Restricted Stock 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.



[Signatures appear on following page]




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



	 	 	 	 	 
	 

	 	FLOWERS FOODS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Executive VP & Chief Financial Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 

	 	Signature of Grantee
	 
	 	 	 	 
	 

	 	Name	 	 
	 

	 	 	 	 
	 

	 	Address	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 






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