You will receive a base salary of $375,000.00 per annum ($31,250.00 monthly), which will be paid semi‑monthly in accordance with the Company’s normal payroll procedures (“Base Salary”). You will also be eligible to earn an annual cash bonus up to 35.0% of your Base Salary (“Annual Bonus”), prorated for 2021 based on your Start Date. The actual amount of the Annual Bonus will be determined at the sole discretion of the Company’s Board based upon measures of Company performance and shall not be earned until paid. Any Annual Bonus will be paid within two and one-half (2.5) months after the end of the calendar year to which the Annual Bonus relates.

During the Initial Period, your annual base salary will be $1,450,000, your target annual cash bonus award will be $2,500,000, the target value of your annual long-term incentive awards will be $10,250,000 and in no case will your annual base salary, annual bonus target, annual bonus payment, target value of your annual long-term incentive award or annual long-term incentive award be less than that paid or granted by the Company to Christopher Kubasik (assuming you remain employed for the full fiscal year in respect of which such bonus or award is earned).1 To the extent that normal annual compensation review cycles occur prior to Closing, the Company may (but is not required to) adjust your compensation elements to amounts not exceeding the contemplated levels in the preceding sentence.

Annual Bonus: You will be eligible to receive a target bonus payment of thirty percent (30%) of your annual salary payable at the end of each calendar year. Such bonus would be contingent upon successful achievement of agreed upon objectives between you and the Company.

In addition, you will participate in our Corporate Annual Incentive Bonus Program. You will have a target bonus of 70% of your annual base salary, which will be payable on an annual basis and subject to the successful achievement of corporate and personal goals and objectives. If the corporate bonus pool is funded for 2023 performance achievement, your prorated bonus will be calculated as to months in position and will be payable in 2024.

You will also be eligible to participate in our discretionary annual bonus program. Your standard bonus opportunity is 40% of your annual base salary. In a typical year, your bonus percent can range from 0% to 80% of your annual base salary depending on Company and individual performance. Bonuses are determined after year-end and are normally paid out in February. Any bonus for 2022 bonus, paid in February 2023, will not be prorated if you begin your employment on or before February 7, 2022.

“Cash Bonus” shall mean the annual cash bonus payable to a Participant under the Company’s Annual Incentive Plan (or such other eligible bonus plans as may be determined by the Company), and excluding sales, special or “one-time” bonuses (as determined by the Company). The term “Cash Bonus” shall refer only to an annual bonus that is payable upon the satisfaction of pre-established organizational or individual performance criteria and that, at the time a Deferral Election is made, is not substantially certain to be paid.

“(c) Annual Bonus. For each complete calendar year starting with the year ended 2023, Employee shall be eligible to earn an annual bonus of up to 50% of the Base Salary in accordance with Company policy and procedure for granting of a management specified employee bonus, based on achievement of Company and individual performance targets that will be set by the Company as part of the annual budget process and within the Company’s sole discretion (the “Annual Bonus”). The determination as to whether applicable targets have been achieved, and whether and to what extent any Annual Bonus is to be paid with respect to such targets, shall be made in the sole and absolute discretion of the Company. Any Annual Bonus so determined shall be paid in the month of March following the applicable bonus year, no later than March 31, less such deductions as are required by law or that Employee may elect in accordance with Company policy and procedure. Employee must be fully and actively employed as of the payment date and must not have provided notice of termination for any reason prior to the payment date to be entitled to the Annual Bonus.”

a material diminution in Employee's title, Annual Base Salary or Annual Bonus Opportunity; or

With respect to a Plan Year, an Employee may elect to # make Employee Contributions of Base Compensation other than Annual Bonus to this Plan but only if the Employee elects to contribute at least 6% of Base Compensation other than Annual Bonus for the same Plan Year to the Stock Purchase and Deferral Plan and/or # make Employee Contributions of Annual Bonus to this Plan but only if the Employee elects to contribute at least 6% of Annual Bonus for the same Plan Year to the Stock Purchase and Deferral Plan.

The audited annual financial statements, on a consolidated basis, of Sanderson Farms, Inc. will be the measuring tool for the net return to shareholders portion of the bonus award program. The annual bonus award will be paid to participants in the bonus award program after the outside auditors have completed their annual audit of the corporations, which is usually approximately two (2) months after the end of the fiscal year.