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
, 20
, 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
, 20
BETWEEN
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 CONNECTION WITH SUCH TRANSFER.
8.
CONFORMITY WITH PLAN.
THIS AGREEMENT IS
INTENDED TO CONFORM IN