Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


1.  On January 20, 2021, the Compensation Committee of the Registrant's board of
directors adopted a Bonus Award Program for the Registrant's salaried employees
and management trainees effective November 1, 2020. If the Registrant meets net
income per share and minimum return on average stockholders' equity goals for
the fiscal year ended October 31, 2021, the program provides for the award
of bonuses to eligible participants equal to a percentage of their base salary.
For the Named Executive Officers and certain other key members of management,
the total potential award has two components: a percentage based on the
Registrant's earnings per share, and a percentage based on the Registrant's
operational performance as measured by Agri Stats, a private industry
benchmarking service that analyzes performance data submitted by a significant
majority of the poultry industry. If the Registrant earns the maximum earnings
per share goal under the program, and if it performs at the top tier of
operational performance specified in the program (as reported by Agri Stats),
the Named Executive Officers would earn the maximum possible bonus under the
program as follows: $3,036,600 for the Chairman and Chief Executive Officer
(200% of base salary), $1,217,971 for the President (160% of base salary),
$913,248 for the Treasurer, and Chief Financial and Legal Officer (140% of base
salary), and $279,955 for the Secretary and Controller (principal accounting
officer) (80% of base salary).

The foregoing description of the Bonus Award Program does not purport to be complete and is qualified in its entirety by reference to the full text of the Bonus Award Program, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Also on January 20, 2021, the Compensation Committee ratified the payment of certain miscellaneous items of compensation during fiscal 2020 to the Registrant's Named Executive Officers, as follows:





                                 Joe F. Sanderson, Jr.,           Lampkin Butts,            D. Michael Cockrell,           Tim Rigney,
          Type                       Chairman & CEO               President & COO             Treasurer & CFO               Secretary

Personal Use of Company
and Charter Aircraft            $                 44,410         $          41,036         $               13,774         $          -
Other Travel Related
Expenses                                              97                     1,884                             -                     -
401(k) Matching
Contribution                                      11,200                    11,200                         11,200                11,200
ESOP Contribution                                     -                         -                              -                     -
Term Life Insurance
Premium                                              136                       183                            272                   272
Matching Charitable
Contributions                                      5,000                     6,000                          2,500                    -
Dividends Paid on
Restricted Stock                                 117,600                    30,800                         24,850                 4,770
Accidental Death Premium                              11                        15                             22                    22
Health Plan Benefit                                8,652                     8,652                          8,652                 8,652

Total                           $                187,106         $          99,770         $               61,270         $      24,916

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



Exhibit
  No.       Description

10.1          Sanderson Farms, Inc., Bonus Award Program Effective November 1,
            2020.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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