FLOWERS FOODS, INC.
2001 EQUITY AND PERFORMANCE INCENTIVE PLAN
2008 Nonqualified Stock Option Agreement
WHEREAS, (the “ Optionee ” ) is an employee of Flowers Foods,
Inc. (the " Company ”) or a Subsidiary (as defined below);
WHEREAS, the grant of a stock option to the Optionee has been duly authorized by a resolution of the
Committee (as defined below) duly adopted on (the “ Date of Grant
WHEREAS, the option granted hereunder is intended to be a nonqualified stock option and will not be
treated as an “incentive stock option” within the meaning of that term under Section 422 of the Internal Revenue
Code of 1986, as amended (the “ Code ”).
NOW, THEREFORE, pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan (the
“ Plan ”), the Company hereby grants to the Optionee an option (the “ Option ”) pursuant to this 2008
Nonqualified Stock Option Agreement (this “ Agreement ”) to purchase shares of the Company’s
common stock, par value $.01 per share (“ Common Stock ”), at the price of $ per share (the “
Option Price ”), and agrees to cause certificates for any shares of Common Stock purchased hereunder to be
delivered to the Optionee upon full payment of the Option Price, subject to the applicable terms and conditions of
the Plan and this Agreement.
1. Exercise of Option; Vesting .
(a) Unless and until terminated as hereinafter provided, the Option will become exercisable in full on the
third anniversary of the Date of Grant so long as the Optionee remains in the continuous employ of the Company
or a Subsidiary until said date. For the purposes of this Agreement, the continuous employment of the Optionee
with the Company or a Subsidiary will not be deemed to have been interrupted, and the Optionee will not be
deemed to have ceased to be an