Form of Restricted Stock Certificate


 Exhibit 10.4 
  
 RESTRICTED STOCK CERTIFICATE 
  

Non-transferable 
  
 GRANT TO 
  
  

 (“Grantee”) 
  
 by Gold Kist Inc. (the “Company”) of 
  
  

  
 shares of its common stock, $0.01 par value (the “Shares”) 
  
 pursuant to and subject to the provisions of the Gold Kist Inc. 2004 Long-Term Incentive Plan
(the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”). By accepting the Shares, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Certificate
and the Plan. 
  
 Unless vesting is accelerated in accordance with
this Certificate or the Plan or in the discretion of the Committee, the Shares will vest (become non-forfeitable) in accordance with the following schedule: 
  

			
	 Continuous Status as a
 Participant
 after Grant Date

	  	Percent of Shares Vested


	 Less than 1 Year
	  	0%
	 1 Year
	  	25%
	 2 Years
	  	50%
	 3 Years
	  	75%
	 4 Years
	  	100%

  
 IN WITNESS WHEREOF,
Gold Kist Inc., acting by and through its duly authorized officers, has caused this Certificate to be executed as of the Grant Date. 
  

			
	GOLD KIST INC.
		
	By:	 	  


	 	 	Its: Authorized Officer
	
	Grant Date: January 24, 2005








 TERMS AND CONDITIONS 
  
 1. Grant of Shares. The Company hereby grants to the Grantee named on page 1 hereof (“Grantee”), subject to the restrictions and the other terms and
conditions set forth in the Plan and in this award certificate (this “Certificate”), the number of shares indicated on page 1 hereof of the Company’s $0.01 par value common stock (the “Shares”). Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the Plan. 
  
 2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or
terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s employment with the Company or any Affiliate terminates for any reason other than as set forth in
paragraph (b), (c) or (d) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination, and such Restricted Shares shall revert to the
Company immediately following the event of forfeiture. The restrictions imposed under this Section shall apply to all shares of the Company’s common stock or other securities issued with respect to Restricted Shares hereunder in connection with
any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the common stock of the Company. 
  
 3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to
such expiration being referred to herein as the “Restricted Period”): 
  
 (a) the third annual anniversary of the Grant Date; provided Grantee is then still employed by the Company or an Affiliate; or 
  

(b) the termination of Grantee’s employment by reason of death, Disability or Retirement; or 
  
 (c) the termination of Grantee’s employment without Cause or resignation
by Grantee for Good Reason, if such event occurs within two years after a Change in Control; or’ 
  
 (d) the termination of Grantee’s employment for any reason during the 30-day period beginning one year after a Change in Control. 
  
 4. Delivery of Shares. The Shares will be registered in the name of Grantee as of the
Grant Date and may be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be
registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “This certificate and the shares of stock represented hereby are subject
to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Certificate between the registered owner of the shares represented hereby and Gold Kist Inc. Release from such terms and conditions
shall be made only in accordance with the provisions of such Certificate, copies of which are on file in the offices of Gold Kist Inc.” Stock certificates for the Shares, without the first above legend, shall be delivered to Grantee or
Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company,
with registration requirements under the 1933 Act, listing requirements under the rules of any stock exchange or the Nasdaq national market, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.

  
 5. Voting and Dividend Rights. Grantee, as beneficial owner of the
Shares, shall have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If Grantee forfeits any rights he may have under this Certificate, Grantee shall no longer have any rights as a stockholder with
respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive 

  

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dividends on such stock. In the event that for any reason Grantee shall have received dividends upon such stock after such forfeiture, Grantee shall repay to
the Company any amount equal to such dividends. 
  
 6. Beneficiary
Designation. Grantee may, in the manner determined by the Board, designate a beneficiary to receive any distribution with respect to the Shares upon Grantee’s death. A beneficiary, legal guardian, legal representative, or other person
claiming any rights hereunder is subject to all terms and conditions of this Certificate and the Plan, and to any additional restrictions deemed necessary or appropriate by the Board. If no beneficiary has been designated or survives Grantee,
payment shall be made to Grantee’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by Grantee at any time provided the change or revocation is filed with the Company. 
  
 7. Changes in Capital Structure. The provisions of the Plan shall apply in the case of
a change in the capital structure of the Company. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Stock, or a combination or consolidation of the
outstanding Stock into a lesser number of shares, the Shares then subject to this Certificate shall automatically be adjusted proportionately. 
  
 8. Payment of Taxes. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for
federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The
obligations of the Company under this Certificate will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from the
award or any payment of any kind otherwise due to Grantee. 
  
 9. No Right of
Continued Employment. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue employment.

  
 10. Amendment. The Committee may amend, modify or terminate this
Certificate without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested on the date
of such amendment or termination. 
  
 11. Plan Controls. The terms
contained in the Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan
and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative. 
  
 12. Severability. If any one or more of the provisions contained in this Certificate is deemed to be invalid, illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as
if the invalid, illegal or unenforceable provision had never been included. 
  
 13. Notice. Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company
must be addressed to Gold Kist Inc., 244 Perimeter Center Parkway, NE, Atlanta, Georgia, 20246; Attn: Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of
Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company. 
  

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