EX-10.25






Exhibit 10.25




FORM OF FLOWERS FOODS, INC.

DEFERRED SHARES AGREEMENT FOR DIRECTORS

(RESULTING FROM ELECTION TO CONVERT RETAINER)




     This AGREEMENT (the “Agreement”) is made as of the 2nd day of January, 2009 (the “Date of
Grant”), between FLOWERS FOODS, INC., a Georgia corporation (the “Company”) and
____________ (the “Grantee”).



     1. Grant of Deferred Shares. Subject to, and upon the terms, conditions and restrictions set
forth in this Agreement and in the Company’s 2001 Equity and Performance Incentive Plan (the
“Plan”), the Company hereby grants to the Grantee as of the
Date of Grant ____________ shares of
Deferred Stock (“Deferred Shares”). The Deferred Shares shall be fully paid and nonassessable and
shall be represented by a certificate registered in the name of the Grantee and issued at the time
of delivery provided below.



     2. Restrictions on Transfer of Deferred Shares. The right to receive Deferred Shares may not
be sold, pledged, exchanged or otherwise encumbered or disposed of by the Grantee.



     3. Delivery of Deferred Shares. The Deferred Shares shall be delivered to the Grantee (or the
Grantee’s designated Beneficiary, in the event of death) no later than [thirty (30)] days following
the later of the following dates:




     (a) the second anniversary of the Date of Grant so long as the Grantee remains a
Director of the Company (or is on an approved leave of absence) until said date, or, if
earlier, the Grantee’s separation from service as a Director of the Company as a consequence
of termination after a Change in Control or death or disability; or




     (b) (i) the Grantee’s attainment of a specified age, (ii) a date certain, or (iii) upon
separation from service as a Director of the Company (including retirement, death or
disability), but in each case only if later than said second anniversary (all as specified
in the Election Form signed by Grantee and Company, a copy of which is attached to this
Agreement);


provided, however, that in the case of a Grantee who is a “specified employee” (within the meaning
of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), such delivery shall
be delayed in any event until the earlier of (i) the first business day of the seventh month
following the date of the Grantee’s “separation from service” (within the meaning of Section 409A
of the Code) or (ii) the Grantee’s death.




     4. Dividend, Voting and Other Rights. Until delivery of the Deferred Shares to the Grantee
pursuant to Section 3, the Grantee shall have none of the rights of a shareholder of the Company,
except that a notional cash account for the Grantee shall be credited with an amount equal to any
cash dividends paid with respect to the number of Deferred Shares, which shall be subject to the
same restrictions as the Deferred Shares, and will be distributed in cash, without interest upon
the issuance or delivery of the Deferred Shares. The number of Deferred Shares to which the
Grantee has a right hereunder shall be appropriately adjusted, however, as



 









 




are any other outstanding Common Shares, or appropriate alternative consideration for the
Deferred Shares shall be substituted, in the event of a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, separation or reorganization or other event
referred to in Section 11 of the Plan.




     5. Taxes and Withholding. If the Company shall be required to withhold any federal, state,
local or foreign tax in connection with the issuance or delivery of the Deferred Shares or Common
Shares or other securities or cash pursuant to this Agreement, the Grantee shall pay the tax in
cash or make provisions that are satisfactory to the Company for the payment thereof.



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



     7. Relation to Other Benefits. Any economic or other benefit to the Grantee under this
Agreement shall not be taken into account in determining any benefits to which the Grantee may be
entitled under any compensation plan maintained by the Company and shall not affect the amount of
any life insurance coverage available to any beneficiary under any life insurance plan covering
Employees, Officers or Directors of the Company, unless and to the extent specifically required by
the terms of said plan.



     8. 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 shall
adversely affect the rights of the Grantee under this Agreement without the Grantee’s consent.



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



     10. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In
the event of any inconsistent provisions between this Agreement and the Plan, the Plan shall
govern. Capitalized terms used herein without definition shall have the meanings assigned to them
in the Plan. Throughout this Agreement, the use of the masculine pronoun shall be deemed to
include the feminine pronoun, and the singular shall be deemed to include the plural and the plural
to include the singular, as appropriate.



     11. Governing Law. The interpretation, performance and enforcement of this Agreement shall be
governed by the laws of the State of Georgia.



     12. 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.



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     13. 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 Deferred
Shares (“Data”) exclusively for the purpose of performing this Agreement, in particular in
connection with the Deferred Shares 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 pages]




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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:	 	 
	 

	 	 	 	 





 









 






     The undersigned Grantee hereby (i) acknowledges receipt of an executed original of this
Agreement and (ii) accepts the right to receive the shares of Common Stock or other securities
covered hereby, subject to the terms and conditions of the Plan and the terms and conditions
hereinabove set forth.



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 
	 

	 	Grantee
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 






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