EX-10.7 First Amendment to Employee Stock



 





Exhibit 10.7




AMENDMENT NO. 1




SANDERSON FARMS, INC. AND AFFILIATES

EMPLOYEE STOCK OWNERSHIP PLAN

(As Amended and Restated Effective August 1, 2006)




WHEREAS,
Sanderson Farms Inc. (the “Corporation”) maintains the Sanderson Farms,
Inc. and Affiliates Employee Stock Ownership Plan (the “Plan
”) for the benefit of the employees of
the Corporation and its participating affiliates (the “Employer”);




WHEREAS, Section 12.1 of the Plan provides that the Corporation, through action of its Board of
Directors, may amend the Plan at any time; and




WHEREAS, the Corporation desires to amend the Plan (i) to change the vesting schedule, as required
by the Pension Protection Act of 2006 (“PPA”), from a seven-year graduated schedule to a six-year
graduated schedule, and (ii) to allow nonspouse beneficiaries to elect direct rollovers of their
distributions from the Plan, as permitted by PPA.




NOW THEREFORE BE IT RESOLVED, that, effective November 1, 2007, the Plan shall be amended as
follows:




     1. Add the following new Section 6.1(b), and redesignate former Section 6.1(b)
as Section 6.1(c).




	 	 	 	(b) Subject to 6.2 hereof and notwithstanding (a) above, a percentage of the amounts credited
to the Accounts of a Participant who is credited with at least one Hour of Service on or after
November 1, 2007, shall become vested and nonforfeitable on the basis of his completed Years of
Service with the Affiliates according to the following schedule:





	 	 	 	 	 
	Completed	 	 
	Years of Service	 	Vested Percentage
	 	Less than 2
	 	 	0% 
	 	2	 	 	20% 
	 	3	 	 	40% 
	 	4	 	 	60% 
	 	5	 	 	80% 
	 	6	 	 	100% 






     2. Add the following new Section 7.7(f):




	 	 	 	(f) Notwithstanding (a) through (e) above, effective for distributions made on or after
November 1, 2007, if a




 








 











	 	 	 	nonspouse Beneficiary is eligible to receive a distribution
of a Participant Accounts, which distribution would otherwise constitute an Eligible Rollover
Distribution, and the nonspouse Beneficiary is a designated beneficiary (within the meaning of
Treasury Regulation Section 1.401(a)(9)-4), then to the extent permitted by Section 402(c) of the
Code, the nonspouse Beneficiary may direct a trustee to trustee transfer of the distribution of
the Participant’s Accounts to an individual retirement account described in Section 408(a) of the
Code or an individual retirement annuity described in Section 408(b) of the Code (other than an
endowment contract) established for the purpose of receiving the distribution on behalf of the
nonspouse Beneficiary, and (i) such transfer shall be treated as a Direct Rollover of an Eligible
Rollover Distribution for purposes of Section 402(c) of the Code, and (ii) such individual
retirement account or individual retirement annuity shall be treated as an inherited individual
retirement account individual retirement annuity (within the meaning of Section 408(d)(3)(C)).





      IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 1 to the Sanderson Farms,
Inc. and Affiliates Employee Stock Ownership Plan on this ______day of ______,
2007.



	 	 	 	 	 
	 	SANDERSON FARMS, INC.

 	 
	 	By:  	
 	 
	 	 	 	 
	 	Title: 	 	 
	 





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