The total cash compensation for this position is comprised of a base salary, a bonus program, and equity. Your annual base salary is $225,000. Participation in our Management Incentive Compensation Program (MICP) is at a rate of 50% of your base salary at target. Goals for MICP will be a combination of corporate and SentriX specific objectives. Future goals and measures are subject to change on an annual basis.

Bonus. You are eligible for a bonus to be awarded in accordance with the Company’s bonus program as set and reviewed by the Board in its sole discretion. Your current target bonus amount is 25% of your annual salary, with eligibility up to 75% of your annual salary. For 2017, you will eligible for pro-rata portion of the bonus for the time which you are employed at the Company. No bonus payment will be paid later than March 15 of the year following the year in which it is earned. While bonuses may not be paid if, in the Board’s sole discretion, conditions are not met, your target bonus percentage will not be decreased without your prior consent.

Bonus. The Company shall establish an annual bonus plan of which certain management employees of the Company shall be eligible to participate, which annual bonus plan shall comprise a calendar year (the “Plan Year”). Melamed shall participate in such annual bonus plan during each year of the term of this Agreement with goals (the “Annual Goals”) established and approved by the Board of Directors. Pursuant to this annual bonus plan, Melamed shall be eligible for discretionary performance and incentive bonuses if and as may be determined in the sole discretion of the Board of Directors of the Company. The bonus criteria for Melamed shall be tied to the Company’s Long Term Financial Pro Forma (as adopted by the Company upon execution of this Agreement) and shall serve as the basis of evaluation for any payments awarded pursuant to the Company’s annual bonus plan by the Board of Directors. At the conclusion of the Plan Year, the Board of Directors shall determine the level of success achieved by the Melamed against the Annual Goals and recommend the amount of the annual bonus plan payment. If Melamed’s employment is terminated for reasons other than Due Cause or her voluntary resignation, she shall receive within 30 days after such date of termination any bonus earned up to the date of termination as reasonably determined by the Board of Directors. All payments related to the annual bonus plan are subject to the prior approval by the Board of Directors and the Company’s ability to make such payments when considering the cash position of the Company. Melamed Bonus Guidelines are attached to this Agreement as Exhibit B.

You will also be eligible to earn an annual discretionary bonus. The amount of this bonus will be determined in the sole discretion of the Company and based, in part, on your performance and the performance of the Company during the calendar year, as well as any other criteria the Company deems relevant. The Company will pay you this bonus, if any, no later than March 15th of the following calendar year. The bonus is not earned until paid and no pro-rated amount will be paid if your employment terminates for any reason prior to the payment date. For 2020 and thereafter, you will be eligible to earn an annual bonus of up to 20% of your base salary.

Effective January 1, 2019, you will be eligible to participate in our discretionary long term stock incentive program. Your target award percent is 50% of your annual base salary. In a typical year, your award can range from 0% to 100% of your annual base salary depending on Company and individual performance. Awards are determined after the end of the three-year performance period.

You will participate in the Company’s annual performance-based incentive compensation program in which you will be eligible to receive a cash bonus, Restricted Stock Unit (RSU) award, and Performance Restricted Stock Unit (PRSU) award as follows:

"Senior Employee" means any employee of any Group Company with annual remuneration (excluding the attributed value of pension, health coverage, insurances and other fringe benefits and any entitlement to a discretionary bonus) in excess of USD 100,000 (or the equivalent in another currency, determined by reference to the Conversion Rate);

In addition, you will be eligible to participate in the Sage Bonus Plan at an annual target of 40% your base salary, which will be prorated based upon your date of hire. Eligible employees starting on or before November 1 in the current plan year are eligible to participate in the plan. This discretionary bonus will be based on the Company’s assessment and attainment of corporate and individual goals.

Incentive Bonus Program shall mean the incentive bonus program in effect under Article Four of the Plan.

All salaried employees will receive a bonus if the net income per share objectives set forth below are met, and if the minimum return on average stockholders equity for the year is earned. Net income shall be computed net of any bonuses awarded and net of any extraordinary, non recurring income items not related to the fiscal year’s operations. The annual audited financial statements, on a consolidated basis, of Sanderson Farms, Inc., will be the measuring tool for this portion of the Bonus Award Program. The annual bonus award will be paid to participants after the outside auditors have completed their annual audit of the consolidated corporation.