AT THE RATE OF 5% PER ANNUM (WHICH SHALL BE PAYABLE ANNUALLY
IN CASH UNLESS
OTHERWISE PROHIBITED), SHALL HAVE ALL PRINCIPAL PAYMENT DUE ON THE THIRD
ANNIVERSARY OF THE DATE OF ISSUANCE AND SHALL BE SUBORDINATED ON TERMS AND
CONDITIONS SATISFACTORY TO THE HOLDERS OF THE COMPANY'S OR ITS SUBSIDIARIES'
INDEBTEDNESS FOR BORROWED MONEY.
IF MDCP ELECTS TO PURCHASE ALL OR ANY PORTION
OF THE AVAILABLE SHARES, MDCP SHALL PAY FOR THAT PORTION OF SUCH AVAILABLE
SHARES BY CERTIFIED CHECK OR WIRE TRANSFER OF FUNDS.
6.
RIGHTS OF PARTICIPANTS.
NOTHING IN
THIS AGREEMENT SHALL INTERFERE WITH OR LIMIT IN ANY WAY THE RIGHT OF THE
COMPANY, PIERRE FOODS, INC., OR ITS SUBSIDIARIES TO TERMINATE YOUR EMPLOYMENT AT
ANY TIME (WITH OR WITHOUT CAUSE), NOR CONFER UPON YOU ANY RIGHT TO CONTINUE IN
THE EMPLOY OF THE COMPANY, PIERRE FOODS, INC., OR ANY OF ITS SUBSIDIARIES FOR
ANY PERIOD OF TIME OR TO CONTINUE YOU PRESENT (OR ANY OTHER) RATE OF
COMPENSATION, AND IN THE EVENT OF THE TERMINATION OF YOUR EMPLOYMENT (INCLUDING,
BUT NOT LIMITED TO, TERMINATION BY THE COMPANY WITHOUT CAUSE), ANY UNVESTED
SHARES SHALL EXPIRE AND BE FORFEITED, EXCEPT AS OTHERWISE PROVIDED HEREIN.
NOTHING IN THIS AGREEMENT SHALL CONFER UPON YOU ANY RIGHT TO BE SELECTED AGAIN
AS A PLAN PARTICIPANT, AND NOTHING THE PLAN OR THIS AGREEMENT SHALL PROVIDE FOR
ANY ADJUSTMENT TO THE NUMBER OF RESTRICTED SHARES UPON THE OCCURRENCE OF
SUBSEQUENT EVENTS EXCEPT AS SPECIFICALLY PROVIDED IN THE PLAN.
7.
RESTRICTIONS ON TRANSFER.
(A)
OTHER AGREEMENTS; LEGENDS.
YOU AGREE THAT
ANY CERTIFICATES EVIDENCING THE RESTRICTED SHARES SHALL BEAR THE FOLLOWING
LEGEND AND SUCH OTHER LEGEND OR LEGENDS AS THE COMPANY DEEMS NECESSARY OR
DESIRABLE IN CONNECTION WITH THE RESTRICTIONS ON TRANSFER APPLICABLE TO SUCH
RESTRICTED SHARES UNDER THE STOCKHOLDERS AGREEMENT.
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF
FEBRUARY 18, 2008, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION
THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
CERTAIN TERMS AND CONDITIONS (INCLUDING FORFEITURE) SET FORTH IN THAT CERTAIN
RESTRICTED STOCK AGREEMENT DATED FEBRUARY 18, 2008 BETWEEN CYNTHIA S. HUGHES AND
PIERRE HOLDING CORP., AND THAT CERTAIN STOCKHOLDERS AGREEMENT BETWEEN THE
COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY FROM TIME TO TIME A PARTY
THERETO.
A COPY OF EACH OF THESE AGREEMENTS MAY BE OBTAINED BY THE HOLDER
HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(B)
OPINION OF COUNSEL.
YOU MAY NOT SELL,
TRANSFER OR DISPOSE OF ANY RESTRICTED SHARES (EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT) WITHOUT FIRST DELIVERING TO THE
COMPANY AN OPINION OF COUNSEL REASONABLY ACCEPTABLE IN FORM AND SUBSTANCE TO THE
COMPANY THAT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW IS NOT REQUIRED IN