**Exhibit
      10.1**




**CHICKEN
      ACQUISTION CORP.**




**2008
      RESTRICTED STOCK PLAN FOR DIRECTORS**




**Adopted
      October 7, 2008**




**Section
      1.**  **Purpose**




The
      purpose of the Chicken Acquisition Corp. 2008 Restricted Stock Plan for
      Directors (the “Plan”) is (i) to encourage selected directors of Subsidiaries of
      Chicken Acquisition Corp., a Delaware corporation (the “Company”), to acquire a
      proprietary and vested interest in the growth and performance of the Company;
      (ii) to generate an increased incentive to contribute to the Company’s future
      success and prosperity, thus enhancing the value of the Company for the benefit
      of shareholders; and (iii) to enhance the ability of the Company and its
      Subsidiaries to attract and retain individuals of exceptional talent upon whom,
      in large measure, the sustained progress, growth and profitability of the
      Company depend.




**Section
      2.**  **Definitions**




For
      purposes of the Plan, the following terms have the following
      meanings:




(a)  “Award”
      means a Restricted Stock Award granted pursuant to this Plan.




(b)  “Award
      Agreement” means, with respect to each Restricted Stock Award, the signed
      written agreement between the Company and the Participant setting forth the
      terms and conditions of the Award.




(c)  “Board
      of
      Directors” has the meaning given in Section 3(a) hereof.




(d)  “Change
      in Control” means: (i) the failure of the Permitted Holders collectively to own
      at least 40% of the total then outstanding Stock (unless such failure occurs
      as
      a result of a Public Offering); (ii) there is consummated a sale, in one or
      more
      related transactions, of all or substantially all of the assets of the Company
      and its Subsidiaries to a person other than a Permitted Holder, or (iii) the
      approval by the Company’s shareholders of a complete liquidation or dissolution
      of the Company.




(e)  “Code”
      means the Internal Revenue Code of 1986, as amended from time to time, and
      any
      successor statute.




(f)  “Fair
      Market Value” means the fair market value of the Stock as determined by the
      Board of Directors in good faith in accordance with any reasonable valuation
      method, consistent with all applicable requirements under the Code or other
      applicable laws, and regulations promulgated thereunder.




(g)  “Holder”
      means the holder of a Restricted Stock Award.







(h)  “Issue
      Date” shall mean the date established by the Board of Directors on which
      certificates representing shares of Restricted Stock shall be issued by the
      Company pursuant to the terms of Section 5(b).




(i)  “Participant”
      means a director of a Subsidiary who has been determined to be “independent” by
      the Board of Directors of that Subsidiary pursuant to Item 407(a) of Regulation
      S-K promulgated under the Securities Act who is selected by the Board of
      Directors to receive an Award under the Plan.




(j)  “Permitted
      Holders” means any of the following: Trimaran Fund II, L.L.C., Trimaran Parallel
      Fund II, L.P., Trimaran Capital, L.L.C., CIBC Employee Private Equity Fund
      (Trimaran) Partners, CIBC Capital Corp., Trimaran Pollo Partners, L.L.C., or
      any
      investment fund or other entity directly or indirectly controlled or under
      common control with any of the foregoing.




(k)  “Public
      Offering” means a public offering and sale of the common equity of the Company
      or of any of its Subsidiaries (or any of their successors) for cash pursuant
      to
      an effective registration statement under the Securities Act with an aggregate
      public offering price of at least $50,000,000.




(l)  “Restricted
      Stock” or “Restricted Stock Award” means an Award of Stock subject to
      restrictions, as more fully described in Section 5.




(m)  “Restriction
      Period” means the period determined by the Board of Directors under Section
      5(b).




(n)  “Securities
      Act” means the Securities Act of 1933, as amended.




(o)  “Subsidiary
      means, with respect to the Company, (i) a corporation, fifty percent (50%)
      or
      more of the voting or capital stock of which is, as of the time in question,
      directly or indirectly owned by: (A) the Company, (B) the Company and one or
      more Subsidiaries of the Company or (C) one or more Subsidiaries of the Company
      and (ii) any partnership, joint venture, association, joint stock company,
      trust, unincorporated organization or other entity in which (X) the Company,
      (Y)
      the Company and one or more Subsidiaries of the Company or (Z) one or more
      Subsidiaries of the Company, directly or indirectly, owns fifty percent (50%)
      or
      more of the equity economic interest thereof or has the power to elect or direct
      the election of more than fifty percent (50%) of the members of the governing
      body of such entity.




(p)  “Stock”
      means the Common Stock, $0.01 par value per share, of the Company, and any
      successor security.




(q)  “Stockholders
      Agreement” means that certain Stockholders Agreement dated November 18, 2005
      among the Company and certain stockholders of the Company, as amended from
      time
      to time.




(r)  “Termination”
      means, for purposes of the Plan, that a Participant has ceased to be, for any
      reason, an independent director of a Subsidiary as described in Section
      2(i).




2


(s)  “Vesting
      Date” means the date on which Restricted Stock ceases to be forfeitable and
      becomes free of the restrictions described in Section 5(c).




**Section
      3.**  **Administration**




(a)  **General.** This
      Plan shall be administered by the Board of Directors of the Company (the “Board
      of Directors”). The Board of Directors may, in its sole discretion, from time to
      time, delegate such power and authority over the administration of the Plan
      as
      the Board of Directors deems appropriate to a committee composed of not fewer
      than two (2) directors of the Company. Nothing contained herein shall prevent
      the Board of Directors from delegating to such committee full power and
      authority over the administration of the Plan. As used herein, the term “Board
      of Directors” shall refer either to the Board of Directors itself or to a duly
      authorized committee thereof, as appropriate.




Any
      action of the Board of Directors with respect to administration of the Plan
      shall be taken pursuant to a majority vote of its members; provided, however,
      that with respect to action by the Board of Directors in granting an Award
      to an
      individual director, such action must be authorized by the required number
      of
      directors without counting the interested director, who shall abstain as to
      any
      vote on his or her Award. An interested director may be counted in determining
      the presence of a quorum at a meeting of the Board of Directors where such
      action will be taken.




(b)  **Authority.** The
      Board of Directors shall grant Awards to eligible Participants. In particular
      and without limitation, the Board of Directors, subject to the terms of the
      Plan, shall:




(i)  select
      the eligible Participants to whom Awards may be granted;




(ii)  determine
      whether and to what extent Awards are to be granted under the Plan;




(iii)  determine
      the number of shares of Stock to be covered by each Award granted under the
      Plan; and




(iv)  determine
      the terms and conditions of any Award granted under the Plan based upon factors
      determined by the Board of Directors.




(c)  **Board
      of Directors Determinations Binding.** Subject
      to the express provisions of the Plan, the Board of Directors shall have the
      authority to construe and interpret the Plan, any Award and any Award Agreement;
      to define the terms used therein; to prescribe, amend, and rescind rules and
      regulations relating to administration of the Plan; to determine the duration
      and purposes of leaves of absence which may be granted to Participants without
      constituting a Termination for purposes of the Plan; and to make all other
      determinations necessary or advisable for administration of the Plan. Any
      determination made by the Board of Directors pursuant to the provisions of
      the
      Plan with respect to any Award shall be made in its sole discretion at the
      time
      of the grant of the Award or, unless in contravention of any express term of
      the
      Plan or Award, at any later time. Determinations of the Board of the Directors
      on matters referred to in this section shall be final and conclusive, and shall
      be binding on all persons, including the Company and Participants.




3


**Section
      4.**  **Stock
      Subject to Plan**




(a)  **Shares
      Available for Awards** .
      The
      total number of shares of the Company’s authorized but unissued Stock reserved
      and available for issuance pursuant to Awards under this Plan shall be five
      thousand (5,000). If any shares of Stock subject to a Restricted Stock Award
      are
      forfeited, the shares issuable under such Award shall again be available for
      issuance in connection with Awards. Any Award under this Plan shall be governed
      by the terms of the Plan and any applicable Award Agreement.




(b)  **Adjustments.** In the
      event of any merger, reorganization, consolidation, recapitalization, stock
      dividend, stock split or other change in corporate structure affecting the
      Stock
      without receipt of consideration by the Company, such substitution or
      adjustments shall be made in the aggregate number of shares of Stock reserved
      for issuance under the Plan and in the number of shares subject to outstanding
      Awards, as may be determined to be appropriate by the Board of Directors, in
      its
      sole discretion; provided, however, that no fractional shares of Stock shall
      be
      issued under the Plan on account of any such adjustment.




**Section
      5.**  **Restricted
      Stock Awards**




(a)  **General.** Restricted Stock Awards may be issued hereunder to Participants, for no cash
      consideration or for such amount as the Board of Directors in its discretion
      shall determine. The provisions of Restricted Stock Awards need not be the
      same
      with respect to each recipient. The Board of Directors may provide upon grant
      of
      a Restricted Stock Award that any shares of Restricted Stock that are purchased
      by the Holder for cash and are subsequently forfeited by the Holder prior to
      the
      Vesting Date therefor shall be repurchased by the Company at the purchase price
      originally paid therefor by the Holder, if applicable.




(b)  **Issue
      Date and Vesting Date.** At the
      time of the grant of a Restricted Stock Award, the Board of Directors shall
      establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates
      with
      respect to such shares. The Board of Directors may provide upon grant of a
      Restricted Stock Award that different numbers or portions of the shares subject
      to the Award shall have different Vesting Dates. The Board of Directors also
      may
      provide that the Vesting Dates will be accelerated upon the subsequent
      occurrence of such event as the Board of Directors may specify. The Board of
      Directors also may establish upon grant of a Restricted Stock Award that some
      or
      all of the shares subject thereto shall be subject after the Vesting Date to
      additional restrictions upon transfer or sale, although not to
      forfeiture.




(c)  **Issuance
      of Certificates.** Reasonably promptly after the Issue Date, the Company shall cause to be issued
      a
      stock certificate for the number of shares of Restricted Stock subject to the
      Award, registered in the name of the Participant to whom such shares were
      granted, evidencing such shares; provided, that the Company shall not cause
      such
      a stock certificate to be issued unless it has received a stock power duly
      endorsed in blank with respect to such shares. Each such stock certificate
      shall
      bear the following legend:




“The
      transferability of this certificate and the shares of stock represented hereby
      are subject to the restrictions, terms and conditions (including forfeiture
      provisions and restrictions against transfer) contained in the Chicken
      Acquisition Corp. 2008 Restricted Stock Plan for Directors and related Award
      Agreement, and such rules, regulations and interpretations as the Board of
      Directors may adopt. Copies of the Plan, Award Agreement and rules, regulations
      and interpretations, if any, are on file at the principal executive office
      of
      the Company.”




4


Such
      legend shall not be removed until all applicable restrictions have
      lapsed.




Each
      certificate issued pursuant to this Section 5(c) together with the stock powers
      relating to the shares of Restricted Stock evidenced by such certificate, shall
      be held by the Company until all restrictions thereon have lapsed, unless the
      Board of Directors determines otherwise.




(d)  **Consequences
      of Vesting.** Upon the
      vesting of a share of Restricted Stock pursuant to the terms of the Plan and
      the
      applicable Award Agreement, the restrictions on transfer described in Section
      5(c) shall cease to apply to such share. Reasonably promptly after a share
      of
      Restricted Stock vests, the Company shall cause to be delivered to the
      Participant to whom such shares were granted, a certificate evidencing such
      shares, free of the legend set forth in Section 5(c). Notwithstanding the
      foregoing, such shares still may be subject to restrictions on transfer as
      set
      forth in Section 6 hereof.




(e)  **Dividends.** If and
      to the extent set forth in the applicable Award Agreement, the Holder of shares
      of Restricted Stock shall be entitled to receive from the Company, after the
      grant date and until the Vesting Date, dividends or other distributions with
      respect to the shares identical or comparable in financial value to the
      dividends and other distributions that would have been received by the Holder
      had the shares not been subject to the restrictions on Restricted Stock imposed
      under the Plan, and the Holder shall not be required to return any such
      distributions to the Company in the event of forfeiture of the Restricted Stock;
      provided that any such dividends or distribution payable to the Holder that
      constitute Stock or other equity securities of the Company shall be issued
      in
      the same manner and subject to the same restrictions and conditions as apply
      to
      the shares of Restricted Stock as to which such dividends and distributions
      are
      paid. The Board of Directors in its discretion may require that any dividends
      paid on shares of Restricted Stock shall be held in escrow until all
      restrictions on such shares have lapsed.




(f)  **Voting
      Rights.** If and
      to the extent set forth in the applicable Award Agreement, the Holder of shares
      of Restricted Stock shall be entitled to vote or direct the voting of such
      shares after the grant date and until the Vesting Date.




(g)  **Termination.** Except
      to the extent otherwise provided in the Award Agreement and pursuant to this
      section, in the event of a Termination during the Restriction Period, all shares
      still subject to restriction shall be forfeited by the Participant. If the
      Holder has paid cash for the Award, the stock will be repurchased by the Company
      at the same price originally paid by the Participant. In the event that the
      Company requires such a return of shares, it also shall have the right to
      require the return of all dividends paid on such shares, whether by termination
      of any escrow arrangement under which such dividends are held or otherwise,
      unless otherwise specified in the applicable Award Agreement.




5


(h)  **Acceleration
      of Awards** .
      Notwithstanding any provision to the contrary contained herein or in any Award
      Agreement, all Awards shall become fully vested upon the occurrence of a Change
      in Control or the closing of a Public Offering and, in addition, the Board
      of
      Directors, in its sole discretion, may at any other time accelerate the vesting
      of all or any Award then outstanding. The decision by the Board of Directors
      to
      accelerate an Award or to decline to accelerate an Award shall be final.




**Section
      6.**  **Restrictions
      on Transfer**




(a)  **Stockholders
      Agreement.** Any
      Stock
      issued pursuant to the Plan shall be subject to the provisions contained in
      the
      Stockholders Agreement applicable to Stock held by “Management Stockholders” (as
      defined therein) and shall be deemed “Stock” (as defined in the Stockholders
      Agreement) for all purposes thereunder. If Participant is not a party to the
      Stockholders Agreement, then the Company may, as a condition to the issuance
      of
      Stock hereunder, require such Participant to become a party to the Stockholders
      Agreement.





(b)  **Legends.** All
      stock
      certificates representing Stock issued pursuant to the Plan shall, unless
      otherwise determined by the Board of Directors, have affixed thereto legends
      substantially in the following form:





“THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT
      AMONG CHICKEN ACQUISITION CORP. AND CERTAIN MINORITY STOCKHOLDERS NAMED THEREIN,
      A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER,
      SALE,
      ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE
      PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE,
      BY
      ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS
      OF
      SUCH STOCKHOLDERS AGREEMENT.”





“THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
      NOT
      BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE
      REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR
      AN
      OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”


6


(c)  **Compliance
      with Legal and Trading Requirements** .
      This
      Plan and any Awards granted under this Plan shall be subject to all applicable
      federal and state laws, rules and regulations, and to such approvals by any
      regulatory or governmental agency as may be required. The Company, in its
      reasonable discretion, may postpone or condition the issuance or delivery of
      Stock until completion of such stock exchange or market system listing or
      registration, if the Stock is so listed, or qualification of such Stock or
      other
      required action under any state or federal law, rule or regulation as the
      Company may consider appropriate in order to comply with the applicable laws,
      and may require any Participant to make such representations and furnish such
      information as it may consider appropriate in connection with the issuance
      or
      delivery of Stock in compliance with applicable laws, rules and regulations.
      No
      provisions of this Plan shall be interpreted or construed to obligate the
      Company to register any Stock under federal or state law.




**Section
      7.**  **General
      Provisions**




(a)  **Award
      Grants.** Any
      Award may be granted either alone or in addition to other Awards granted under
      the Plan. Subject to the terms and restrictions set forth elsewhere in the
      Plan,
      the Board of Directors shall determine the consideration, if any, payable by
      the
      Participant for any Award and, in addition to those set forth in the Plan,
      any
      other terms and conditions of the Awards. The Board of Directors may condition
      the grant or payment of any Award upon the attainment of specified performance
      goals or such other factors or criteria, including vesting based on continued
      service as an independent director, as the Board of Directors shall determine.
      Performance objectives may vary from Participant to Participant and among groups
      of Participants and shall be based upon such Company, Subsidiary, group or
      division factors or criteria as the Board of Directors may deem appropriate,
      including, but not limited to, earnings per share or return on equity. The
      other
      provisions of Awards also need not be the same with respect to each recipient.
      Unless specified otherwise in the Plan or by the Board of Directors, the date
      of
      grant of an Award shall be the date of action by the Board of Directors to
      grant
      the Award.




(b)  **Award
      Agreement.** As soon
      as practicable after the date of an Award grant, the Company and the Participant
      shall enter into a written Award Agreement identifying the date of grant, and
      specifying the terms and conditions of the Award.




(c)  **Tax
      Withholding.** Whenever
      shares of Stock are issued or to be issued pursuant to Awards, the Company shall
      have the right to require the Participant to remit to the Company an amount
      sufficient to satisfy federal, state, local or other withholding tax
      requirements if, when, and to the extent required by law (whether so required
      to
      secure for the Company an otherwise available tax deduction or otherwise) prior
      to the delivery of any certificate or certificates for such shares. The
      obligations of the Company under the Plan shall be conditional on satisfaction
      of all such withholding obligations and the Company or any Subsidiary shall,
      to
      the extent permitted by law, have the right to deduct any such taxes from any
      payment of any kind otherwise due to the Participant. With the approval of
      the
      Board of Directors, which it shall have sole discretion to grant, the
      Participant may elect to satisfy an applicable withholding requirement, in
      whole
      or in part, by having the Company withhold from delivery shares of Stock having
      a value equal to the amount of tax to be withheld. Such shares shall be valued
      at their Fair Market Value on the date as of which the amount of tax to be
      withheld is determined. Fractional share amounts shall be settled in
      cash.




7


(d)  **Notification
      of Election Under Section 83(b) of the Code.** If any
      Participant shall, in connection with the acquisition of shares of Restricted
      Stock under the Plan, make the election permitted under Section 83(b) of the
      Code (i.e., an election to include in gross income in the year of transfer
      the
      amounts specified in Section 83(b)), such Participant shall notify the Company
      of such election within ten days of filing notice of the election with the
      Internal Revenue Service, in addition to any filing and notification required
      pursuant to regulations issued under the authority of Section
      83(b).




(e)  **Transferability.** No Award
      shall be assignable or otherwise transferable by the Participant other than
      by
      will or by the laws of descent and distribution. During the life of a
      Participant, any elections with respect to an Award may be made only by the
      Participant or the Participant’s guardian or legal representative.




(f)  **Adjustment
      of Awards; Waivers.** The
      Board of Directors may adjust the performance goals and measurements applicable
      to Awards (i) to take into account changes in law and accounting and tax rules,
      (ii) to make such adjustments as the Board of Directors deems necessary or
      appropriate to reflect the inclusion or exclusion of the impact of extraordinary
      or unusual items, events or circumstances in order to avoid windfalls or
      hardships, and (iii) to make such adjustments as the Board of Directors deems
      necessary or appropriate to reflect any material changes in business conditions.
      In the event of hardship or other special circumstances of a Participant and
      otherwise in its discretion, the Board of Directors may waive in whole or in
      part any or all restrictions, conditions, vesting, or forfeiture with respect
      to
      any Award granted to such Participant.




(g)  **Rights
      as Shareholders.** The
      rights of Holders as shareholders of the Company with respect to dividends
      and
      voting shall be as specified in their Award Agreements.




(h)  **Beneficiary
      Designation.** The
      Board of Directors, in its discretion, may establish procedures for a
      Participant to designate a beneficiary to whom any shares or amounts payable
      in
      the event of the Participant’s death are to be paid.




(i)  **Additional
      Plans.** Nothing
      contained in the Plan shall prevent the Company or a subsidiary from adopting
      other or additional compensation arrangements for its directors.




(j)  **No
      Right to Directorship.** Neither
      the adoption of this Plan nor the grant of any Award hereunder shall confer
      upon
      any Participant any right with respect to continuation of the Participant’s
      membership on the Board of Directors of the Company or any Subsidiary or
      interfere in any way with provisions in the Company’s or any Subsidiary’s
      Certificate of Incorporation and Bylaws relating to the election, appointment,
      terms of office, and removal of directors.




(k)  **Governing
      Law.** The Plan
      and all Awards shall be governed by and construed in accordance with the laws
      of
      the State of Delaware.




(l)  **Assumption
      by Successor.** The
      obligations of the Company under the Plan and under any outstanding Award may
      be
      assumed by any successor corporation, which for purposes of the Plan shall
      be
      included within the meaning of “Company.”




8


**Section
      8.**  **Amendments
      and Termination**




The
      Board
      of Directors may amend, alter or discontinue the Plan or any Award, but no
      amendment, alteration or discontinuance shall be made which would impair the
      rights of a Participant under an outstanding Award without the Participant’s
      consent.




**Section
      9.**  **Effective
      Date of Plan**




The
      effective date of the Plan is October 7, 2008.




**Section
      10.**  **Term
      of Plan**




The
      Plan
      shall terminate when (a) all shares of Stock authorized under the Plan are
      the
      subject of outstanding Awards and (b) all shares of Stock subject to Awards
      have
      been issued and are no longer subject to forfeiture, unless terminated earlier
      by the Board of Directors.





9


**Chicken
      Acquisition Corp.**





**Restricted
      Stock Award Agreement**








THIS
      AGREEMENT, dated ________________, between Chicken Acquisition Corp., a Delaware
      corporation (the "Company"), and _________________ ("Participant"), is made
      pursuant and subject to the provisions of the Chicken Acquisition Corp. 2008
      Restricted Stock Plan for Directors (the "Plan"). If not defined herein, all
      terms used in this Agreement have the same meaning given them in the
      Plan.





1.
            Award
                of Stock.Pursuant to the Plan, ______ shares of Stock (the “Restricted Stock”) were
                awarded the Participant on __________(“Issue Date”), subject to the terms
                and conditions of the Plan, and subject further to the terms and
                conditions set forth herein.





2.
            Vesting.Except as provided in paragraphs 4 or 5, the shares of Restricted
                Stock
                that have not been previously forfeited shall vest according to the
                following schedule (each a “Vesting
                Date”):





50%
      of
      the shares will vest on the first anniversary of the Issue Date;
      and





the
      remaining shares will vest on the second anniversary of the Issue
      Date.





3.
            Forfeiture.Except as provided in paragraphs 4 or 5, the Participant's rights
                in any
                shares of Restricted Stock that have not previously vested shall
                be
                forfeited upon the occurrence of a Termination prior to any Vesting
                Date.





4.
            Death
                or Disability.If
                before a Vesting Date, a Termination occurs due to the Participant’s death
                or Disability, the Participant’s rights in a portion of the Restricted
                Stock shall become vested in an amount equal to the number of shares
                of
                unvested Restricted Stock on the date of Termination times the fraction
                of
                (A) the number of complete calendar months from the Issue Date to
                the date
                of the Participant’s Terminationdivided
                by(B) the total number of months from the Issue Date to the next Vesting
                Date. The vesting will occur as of the date of death or Disability,
                and
                any shares of Restricted Stock that do not vest in accordance with
                the
                terms of this paragraph 4 shall be deemed forfeited.
              
              For
                purposes of this Agreement, the term “Disability” shall mean that the
                Participant becomes physically or mentally incapacitated and is therefore
                unable for a period of six (6) consecutive months or for an aggregate
                of
                nine (9) months in any twenty-four (24) consecutive month period
                to
                perform his duties as a director. The determination of the existence
                of a
                Disability shall be made by the Board of Directors in its sole discretion,
                and such determination shall be final and binding on
                Participant.




10





5.
            Change
                in Control.Upon a Change in Control or the closing of a Public Offering prior
                to the
                final Vesting Date, the Participant’s rights in the Restricted Stock shall
                become 100% vested.







6.
            Terms
                and Conditions.





a.
            Nontransferability.
                Subject to subparagraphs l and m of this paragraph 6, no rights in
                the
                shares of Restricted Stock are transferable until the shares have
                vested
                other than by will or the laws of descent and distribution.





b.
            Stock
                Power.As
                a condition to receipt of this Award, the Participant shall deliver
                to the Company a stock power, endorsed in blank, with respect to
                the
                Restricted Stock.





c.
            Custody
                of Shares.
                The Company shall retain custody of the certificates representing
                shares
                of Restricted Stock until they are
                vested.





d.
            Shareholder
                Rights.The Participant shall have the right to receive dividends and shall
                have
                the right to vote shares of Restricted Stock that have not been
                forfeited.





e.
            Delivery
                of Shares.As
                soon as practicable after a Vesting Date or after the requirements
                of
                paragraphs 4 or 5 are satisfied, the Company will deliver to the
                Participant a stock certificate for the appropriate number of shares
                of
                vested Stock. The Company will also cancel the stock power covering
                such
                shares.





f.
            Withholding
                of Taxes.No
                Stock will be delivered until the Participant (or the Participant’s
                successor) has paid to the Company the amount that must be withheld
                under
                federal, state and local income and employment tax laws (the "Applicable
                Withholding Taxes") or the Participant and the Company have made
                satisfactory provision for the payment of such taxes. The Company
                or any
                Subsidiary shall have the right to deduct any such taxes from any
                payment
                of any kind otherwise due to the Participant to satisfy the Applicable
                Withholding Taxes. As an alternative to making a cash payment to
                satisfy
                the Applicable Withholding Taxes, the Board of Directors may, in
                its sole
                discretion, permit Participant or the Participant’s successor to have the
                Company retain that number of shares of Restricted Stock (valued
                at their
                Fair Market Value) that would satisfy the Applicable Withholding
                Taxes.
              
              Due
                to the forfeiture conditions of this Award, the Participant may make
                an
                election to be taxed upon the Award under Section 83(b) of the Code.
                To
                effect such election, the Participant must file an appropriate election
                with the Internal Revenue Service within thirty (30) days of the
                Issue
                Date and otherwise in accordance with applicable Treasury Regulations.
                If
                the Participant makes an election under Section 83(b), the Participant
                shall notify the Company of such election within ten (10) days of
                filing
                the election with the Internal Revenue Service. THE PARTICIPANT
                ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY TO FILE A TIMELY
                ELECTION UNDER SECTION 83(b) AND THAT PARTICIPANT WILL RELY SOLELY
                ON HIS
                OWN ADVISORS WITH RESPECT TO SUCH DECISION AND THE EFFECT THEREOF
                ON
                PARTICIPANT.




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g.
            Fractional
                Shares.A
                fractional share of Stock shall not be issued and any fraction shall
                be
                disregarded.





h.
            No
                Right to Directorship.This Restricted Stock Award does not confer upon the Participant
                any right
                with respect to continuance of service as a director of the Company
                or any
                Subsidiary, nor shall it interfere in any way with provisions of
                the
                Company’s or any Subsidiary’s Certificate of Incorporation or Bylaws
                relating to the election, appointment, terms of office, and removal
                of
                directors.





i.
            Change
                in Capital Structure.The terms of this Restricted Stock Award shall be adjusted as provided
                in
                Section 4(b) of the Plan if the Company has a change in capital
                structure.





j.
            Governing
                Law.This Agreement shall be governed by the laws of the State of
                Delaware.





k.
            Conflicts.In
                the event of any conflict between the provisions of the Plan as in
                effect
                on the date of this Award and the provisions of this Agreement, the
                provisions of the Plan shall govern.





l.
            Participant
                Bound by Stockholders Agreement.Any Restricted Stock issued pursuant to the Plan shall be subject
                to the
                provisions contained in the Stockholders Agreement applicable to
                Stock
                held by “Management Stockholders” (as defined therein) and shall be deemed
                “Stock” (as defined in the Stockholders Agreement) for all purposes
                thereunder. If the Participant is not a party to the Stockholders
                Agreement, then the Company may, as a condition to the issuance of
                Restricted Stock hereunder, require the Participant to become a party
                to
                the Stockholders Agreement.





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m.
            **Investment
                Representations. The Participant hereby represents and warrants to
                the
                Company that:**
              
              (i)
                The Stock is being acquired for my own account, for investment and
                without
                any present intention of distributing or reselling such Stock except
                as
                may be permitted under the Securities Act and applicable state securities
                laws;
              
              (ii)
                I understand that the Stock has not been registered under the Securities
                Act or any state securities law; that the Stock must be held indefinitely
                unless it is registered under the Securities Act or unless an exemption
                from such registration is available; that the Company is under no
                obligation to register the Stock; and, that an exemption from registration
                may not be available;
              
              (iii)
                I have a pre-existing business relationship with the Company or its
                officers, directors or controlling persons, and by reason of my business
                or financial experience I have the capacity to protect my own interest
                in
                connection with the purchase of the Stock;
              
              (iv)
                I am fully aware that there may be no public trading market for the
                Stock
                and that I may not be able to sell or dispose of the Stock;
                and
              
              (v)
                I acknowledge and agree that the Stock is subject to the restrictions
                on
                transfer set forth in the Plan, the terms of which are hereby incorporated
                herein by reference, and that the certificates for the Stock will
                bear
                appropriate legends prohibiting the transfer thereof except in compliance
                with the terms of the Plan and applicable federal and state securities
                laws.
              
              I
                will indemnify the Company against and hold it free and harmless
                from any
                loss, damage, expense or liability resulting to the Company if any
                sale or
                distribution of the Stock by me is contrary to these representations
                and
                agreements.n.
            Binding
                Effect.Subject to the limitations stated above and in the Plan, this Agreement
                shall be binding upon and inure to the benefit of the legatees,
                distributees, and personal representatives of the Participant and
                the
                successors of the Company.





IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the Issue
      Date.





CHICKEN
      ACQUISITION CORP.





By
      ____________________________   ______________________________


Participant





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