Attached files
file | filename |
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10-Q - FORM 10-Q - SANDERSON FARMS INC | g24426e10vq.htm |
EX-15 - EX-15 - SANDERSON FARMS INC | g24426exv15.htm |
EX-31.1 - EX-31.1 - SANDERSON FARMS INC | g24426exv31w1.htm |
EX-32.1 - EX-32.1 - SANDERSON FARMS INC | g24426exv32w1.htm |
EX-32.2 - EX-32.2 - SANDERSON FARMS INC | g24426exv32w2.htm |
EX-31.2 - EX-31.2 - SANDERSON FARMS INC | g24426exv31w2.htm |
EXHIBIT 10.1
SANDERSON FARMS, INC. AND AFFILIATES
EMPLOYEE STOCK OWNERSHIP PLAN
(As Amended and Restated Effective August 1, 2006)
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, as amended and restated effective August 1, 2006 (the
Plan) for the benefit of the employees of the Corporation and its participating affiliates;
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 to reflect the Pension Protection Act of 2006
and the Heroes Earnings Assistance and Relief Tax Act of 2008, and to make certain technical and
clarifying changes.
NOW THEREFORE BE IT RESOLVED, that, effective August 1, 2006, Section 7.2(a) of the Plan shall be
amended by inserting the phrase made in one lump sum payment between the phrases shall be and
in the form of.
AND BE IT FURTHER RESOLVED, that, effective January 1, 2007, the Plan shall be amended as follows:
Restate the heading of Section 2.35 in its entirety as Total and Permanent Disability or
Totally and Permanently Disabled.
Restate Article 14 in its entirety as follows:
ARTICLE 14
VETERANS RIGHTS
Section 14.1 Veterans Rights. Notwithstanding any provision of
the Plan to the contrary, contributions, benefits and service credit with
respect to Qualified Military Service shall be provided in accordance with
Section 414(u) of the Code.
Section 14.2 Death or Disability During Qualified Military Service.
(a) In the case of a Participant who dies after December 31, 2006,
while performing Qualified Military Service with respect to the Employer,
the survivors of the Participant shall be entitled to any additional
benefits (other than benefit accruals relating to the period of Qualified
Military Service, except as provided under (b) below) provided under the
Plan to which they would have been entitled had the Participant resumed
employment with the Employer on the day before his date of death and then
Terminated Employment on account of death the next day. In addition, the
period of such a deceased Participants Qualified Military Service (through
his date of death) shall be treated as service with the Employer for
purposes of determining his Years of Service under Section 6.1 hereof.
(b) If an individual dies or becomes Totally and Permanently Disabled
after July 31, 2010, while performing Qualified Military Service with
respect to the Employer, the individual shall be treated for purposes of
receiving an allocation of Contributions hereunder as if the individual had
resumed employment with the Employer in accordance with his employment
rights under Section 14.1 hereof and Section 414(u) of the Code on the day
preceding death or becoming Totally and Permanently Disabled,
as the case may be, and Terminated Employment on the actual date of
death or becoming Totally and Permanently Disabled.
Section 14.3 Differential Wage Payments.
(a) If the Employer makes a Differential Wage Payment to an individual
after December 31, 2008, (i) the individual shall be treated as an Employee
of the Employer making the payment, (ii) the Differential Wage Payment shall
be treated as Section 415 Compensation and, for periods after July 31, 2010,
Compensation hereunder, and (iii) the Plan shall not be treated as failing
to meet the requirements of any provision described in Section 414(u)(1)(C)
of the Code by reason of any Contribution that is based on the Differential
Wage Payment. The foregoing clause (iii) shall apply (taking into account
Sections 410(b)(3), (4) and (5) of the Code) only if all employees of the
Employer and the Affiliates performing Qualified Military Service are
entitled to receive Differential Wage Payments on reasonably equivalent
terms and, if eligible to participate in a retirement plan maintained by the
Employer or an Affiliate, to make contributions based on Differential Wage
Payments on reasonably equivalent terms.
(b) If an individual who receives Differential Wage Payments from the
Employer returns to employment with the Employer, or dies or becomes
Permanently and Totally Disabled while performing Qualified Military Service
with respect to the Employer, and consequently is entitled to an allocation
of Contributions under Section 14.1 or 14.2(b) hereof, the amount of such
Contributions to be allocated to the individuals Accounts shall be offset
by the amount of Contributions previously allocated to the individuals
Accounts based on the individuals Differential Wage Payments.
Section 14.4 Definitions. For purposes of this Article 14, (i) the
term Differential Wage Payment means any payment made after December 31,
2008, by the Employer to an individual with respect to any period during
which the individual is performing service in the uniformed services (as
defined in chapter 43 of title 38, United States Code) while on active duty
for a period of more than 30 days, and represents all or a portion of the
wages the individual would have received from the Employer if the individual
were performing services for the Employer; and (ii) the term Qualified
Military Service means any service in the uniformed services (as defined in
chapter 43 of title 38, United States Code) by any individual if such
individual is entitled to reemployment rights under such chapter with
respect to such service and the Employer.
Restate Section 7.7(b)(2) in its entirety as follows:
(2) Notwithstanding (b)(1) above, a portion of a distribution shall not
fail to be an Eligible Rollover Distribution merely because the portion
consists of after-tax employee contributions which are not includable in
gross income. However, such portion may be transferred only to (i) an
individual retirement account or annuity described in Section 408(a) or (b)
of the Code, (ii) with respect to distributions made prior to January 1,
2007, a qualified trust described in Section 401(a) of the Code forming part
of a defined contribution plan that agrees to separately account for amounts
so transferred, including separately accounting for the portion of such
distribution which is includable in gross income and the portion of such
distribution which is not so includable, or (iii) with respect to
distributions made after December 31, 2006, a qualified trust described in
Section 401(a) of the Code or an annuity contract described in
Section 403(b) of the Code that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such
distribution which is includible in gross income and the portion of such
distribution which is not so includable.
AND BE IT FURTHER RESOLVED, that, effective April 6, 2007, the Plan shall be amended by adding
the following sentences to the end of Section 13.1(b):
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Effective April 6, 2007, a domestic relations order shall not fail to be a
qualified domestic relations order solely because (i) the order is issued
after, or revises, another domestic relations order or qualified domestic
relations order, or (ii) of the date on which the domestic relations order
is issued, including issuance after a Participants annuity starting date or
death. A domestic relations order described in the foregoing sentence shall
be subject to the same requirements and protections that apply to a
qualified domestic relations order, including the provisions of
Section 414(p)(7) of the Code.
AND BE IT FURTHER RESOLVED, that, effective August 1, 2007, the Plan shall be amended by
restating Section 7.8(a) in its entirety as follows:
(a) The Administrative Committee clearly informs the Participant that
the Participant has a right to a period of at least 30 days after receiving
the notice to consider (i) whether or not to defer the distribution, if
applicable, and the consequences of the failure to defer the distribution,
and (ii) the form of the distribution, if applicable, and
AND BE IT FURTHER RESOLVED, that, effective January 1, 2008, the Plan shall be amended by
adding the following sentences to the end of Section 7.7(c):
Effective for distributions made after December 31, 2007, an Eligible
Retirement Plan includes a Roth IRA described in Section 408A of the Code.
For distributions made after December 31, 2007, and before January 1, 2010,
however, a Distributee shall not be eligible to elect a Direct Rollover to a
Roth IRA if the Distributees modified adjusted gross income exceeds
$100,000 or the Distributee is a married individual filing a separate
return. Notwithstanding anything to the contrary herein, the
Administrative Committee shall not be responsible for ensuring that a
Distributee is eligible to make a Direct Rollover to a Roth IRA.
AND BE IT FURTHER RESOLVED, that, effective November 1, 2008, the Plan shall be amended by
adding the following new Section 11.6(e):
(e) A plan shall not be considered a Top-Heavy Plan if the plan
consists solely of (i) a cash or deferred arrangement meeting the
requirements of Section 401(k)(12) or 401(k)(13) of the Code, and
(ii) matching contributions with respect to which the requirements of
Section 401(m)(11) or (12) of the Code are met. If, but for the preceding
sentence, such a plan would be treated as a Top-Heavy Plan because it is a
member of a Top-Heavy Group, contributions under the plan may be taken into
account in determining whether any other plan in the Top-Heavy Group meets
the requirements of Section 11.5 hereof.
AND BE IT FURTHER RESOLVED, that, effective January 1, 2010, the Plan shall be amended by
restating 7.7(f) in its entirety as follows:
(f) Effective for distributions made on and after November 1, 2007, a
nonspouse Beneficiary who is eligible to receive a distribution of a
Participants Account that would otherwise constitute an Eligible Rollover
Distribution, and who is a designated Beneficiary (within the meaning of
Treasury Regulation Section 1.401(a)(A)-4), is also a Distributee with
respect to his interest hereunder, and the nonspouse Beneficiary may direct
a trustee to trustee transfer of the distribution of the Participants
Account only to an individual retirement account or an individual retirement
annuity described in Section 408(a) or 408(b) of the Code (other than an
endowment contract) established for the purpose of receiving the
distribution on behalf of the nonspouse Beneficiary. Such transfer shall be
treated as a Direct Rollover of an Eligible Rollover Distribution (solely
for purposes of Section 402(c) of the Code with respect to transfers prior
to January 1, 2010), and such individual retirement account or individual
retirement
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annuity shall be treated as an inherited individual retirement account
or inherited individual retirement annuity (within the meaning of
Section 408(d)(3)(C) of the Code).
AND BE IT FURTHER RESOLVED, that, effective August 1, 2010, the Plan shall be amended
as follows:
1. Add the following new Section 7.9(f):
(f) Effective August 1, 2010, a Participant may make a hardship
withdrawal under this Section 7.9 for expenses described in (d)(1), (3), or
(5) above incurred by the Participants primary Beneficiary, provided that
all other applicable requirements of this Section 7.9 are satisfied. For
this purpose, a Participants primary Beneficiary is an individual who is
designated as the Participants Beneficiary and has an unconditional right
to all or a portion of the Participants Account balances upon the
Participants death.
2. Restate Section 7.10 in its entirety:
Section 7.10 Missing Persons. In the event the whereabouts of a
person entitled to benefits under the Plan cannot be determined after
diligent search by the Administrative Committee or the Trustee, and the
persons whereabouts continue to be unknown for a period of five years, then
the Accounts of the person shall be forfeited. Notwithstanding the
foregoing, effective with respect to distributions made on and after
August 1, 2010, if the amount to be distributed to such person is a
mandatory distribution made pursuant to Section 7.3 hereof, then the amount
distributable may, in the sole discretion of the Administrative Committee,
be treated as a Forfeiture at the time it is determined that the whereabouts
of the person cannot be determined. If the person is subsequently located,
his Accounts shall be restored to him without earnings.
AND BE IT FURTHER RESOLVED, that the cross references in the Plan shall be redesignated, as
necessary, to reflect the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Sanderson Farms, Inc.
and Affiliates Employee Stock Ownership Plan on this 21st day of July, 2010.
SANDERSON FARMS, INC. | ||||||
By: | /s/ Mike Cockrell | |||||
Title: | Treasurer and CFO | |||||
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