EXHIBIT 10.8
FLOWERS FOODS, INC.
STOCK APPRECIATION RIGHTS PLAN
1. Purpose. The purposes of this Stock Appreciation Rights Plan
(the "PLAN") are to provide a means by which Flowers Foods, Inc. (the "COMPANY") and its subsidiaries will
be able to attract and retain officers, key employees, and nonemployee directors, and to provide to such
employees and directors an opportunity to participate in increased values of shares of the Company's common
stock, par value $.01 per share, ("COMMON Stock") which their efforts, initiative, and skills have helped to
create.
2. Administration. The Plan shall be administered by the Compensation Committee, or any successor thereto, of
the Board of Directors of the Company (the "COMMITTEE"). Each interpretation or construction by the
Committee of any provision of the Plan or of any award made hereunder and each determination made by the
Committee pursuant to any such provision shall be final and conclusive. No member of the Committee (a
"DIRECTOR") shall have any liability for any such interpretation, construction or determination made in good
faith.
3. Participants. The Committee may from time to time select for participation in the Plan such key employees
(including officers of the Company) whose efforts are deemed by the Committee to have an effect on the values
of the Common Stock or the Company's long-term performance and profitability ("PARTICIPANTS"). In
addition, nonemployee members of the Company's Board of Directors may elect, in advance, to convert their
retainers from the Company into Appreciation Rights, as described in paragraph 4(f) below. Said Directors will
also be Participants in the Plan.
4. Operation. (a) The Committee may from time to time make awards of Appreciation Rights ("AWARDS") to
Participants. Each Appreciation Right shall represent a right of the Participant to receive (in the form and manner
and subject to the terms and conditions hereinafter set forth) the increase, if any, in the Fair Market Value (as
defined below) of