EXHIBIT 10(a)(2)
FIRST AMENDMENT
TO THE
FLOWERS INDUSTRIES, INC.
ANNUAL EXECUTIVE BONUS PLAN
THIS AMENDMENT to the Flowers Industries, Inc. Annual Executive Bonus Plan (the "Plan") is made as of the
29th day of June, 1997, to be effective on said date.
Pursuant to Section 9 of the Plan, the Compensation Committee hereby amends the Plan as follows, subject to
the approval of said amendment by a majority of the Company's shareholders present or represented at the next
annual meeting thereof.
I.
Section 2(c) of the Plan is hereby amended by inserting the following provision before the last sentence thereof:
"Notwithstanding the foregoing, the Compensation Committee may determine that a goal other than EPS is
appropriate for certain executives whose responsibilities pertain more specifically to discrete elements of the
Company's business; in such cases, the Committee may prescribe a goal based on the performance of a product
group, division, subsidiary or other management reporting unit, or any combination of the above."
II.
Section 2(c) of the Plan is further amended by changing the amount "$750,000" to "$1,500,000," in the last line
of said section.
III.
Section 3 of the Plan is amended by deleting the first sentence thereof and replacing it with the following sentence:
"The Bonus shall be paid to all Participants no later than 90 days after the close of the Plan Year, in cash, unless
the Participant has made a valid election to defer said Bonus pursuant to the terms of any applicable deferred
compensation plan maintained by the Company."
IV.
Section 5 of the Plan is amended by adding the phrase "without approval of the Company's shareholders" to the
end of the third sentence of said section.
IN WITNESS WHEREOF, the Company has caused the Plan to be amended as provided above.
FLOWERS INDUSTRIES, INC.
2
EXHIBIT 10(e)(2)
SECOND AMENDMENT TO FLOWERS INDUSTRIES, INC.
1989 EXECUTIVE STOCK INCENTIVE PLAN
IV.
Section 5 of the Plan is amended by adding the phrase "