BOB EVANS FARMS, INC.
AMENDED AND RESTATED 2006 EQUITY AND CASH INCENTIVE PLAN
CEO LONG-TERM PERFORMANCE-BASED INCENTIVE AWARD PROGRAM
(Terms and Conditions for the Five-Year Performance Period from
Fiscal Year 2010 through Fiscal Year 2014)
In accordance
with Section 5(a)(iv) of the Amended and Restated Employment
Agreement by and between Bob Evans Farms, Inc. (the
“Company”, “we”, “our” or
“us”) and you, you will be participating in a Long-Term
Performance-Based Incentive Award Program (the
“Program”). The vesting of Shares awarded under the
Program is subject to the achievement of Performance Objectives and
other terms and conditions provided in this Agreement (this
“Agreement,” which is also referred to as the
“Five-Year Performance Agreement” in the Award
Agreement, defined below in Section 1(a)). Your participation
is also subject to the terms and conditions described in the Bob
Evans Farms, Inc. Amended and Restated 2006 Equity and Cash
Incentive Plan (the “Plan”).
To ensure you
fully understand the terms and conditions associated with your
right to receive Shares under this Agreement, you should carefully
read the Plan, the Amended and Restated Employment Agreement,
effective May 1, 2009, and this Agreement. Capitalized terms
that are not defined in this Agreement have the same meanings as in
the Plan.
You should
return a signed copy of this Agreement to:
Senior
Vice President — Human Resources
Bob
Evans Farms, Inc.
3776 S.
High St.
Columbus,
Ohio 43207
1.
Conditional Performance Shares
(a) Number
of Conditional Performance Shares: Each fiscal year during the
“Five-Year Performance Period” beginning with fiscal
year 2010 through fiscal year 2014, the Committee will grant to you
an award of Performance Shares, pursuant to an agreement
substantially in the form attached to this Agreement as
Appendix A (the “Award Agreement”). If you
attain the fiscal year performance objectives that the Committee
approves for that fiscal year, as reflected in the terms of the
Award Agreement, the Performance Shares granted under each Award
Agreement will be credited to a book-entry account in your name.
The “Pool” will be the total number of Performance
Shares credited to that book-entry account at the end of the
Five-Year Performance Period. Once your Performance Shares are
added to the Pool, such shares will become “Conditional
Performance Shares.” Any Conditional Performance Shares
distributed to you at the end of the Five-Year Performance Period
will depend upon your fulfilling the Vesting Conditions, as
provided in paragraph (b) below, and the Committee’s exercise
of its discretion of its authority to determine the final number of
Conditional Performance Shares that will be distributed to you, as
provided in paragraph (c) below.
(b) Vesting
Conditions: The vesting of your Conditional Performance Shares
is subject to the following “Vesting
Conditions”:
(i) Employment
Conditions: This Agreement will terminate and you will forfeit any
interest in the Program, in the event that (i) your employment
with us terminates for any reason prior to the end of the Five-Year
Performance Period or (ii) you are not our Chief Executive
Officer at the end of the Five-Year Performance Period. Your
interest in the Program consists of any Conditional Performance
Shares credited to the Pool under this Agreement or any Award
Agreement.
(ii) “Performance
Objectives”: In order to receive any of the Conditional
Performance Shares, the total stockholder return
(“TSR”) over the Five-Year Performance Period of the
Company relative to our Peer Group must be ranked at the 50th
percentile or greater. “Peer Group” means the group of
companies selected by the Committee within ninety (90) days
from the beginning of the Five-Year
1
Performance
Period and attached as Appendix B . The TSR over the
Five-Year Performance Period will be the average annual TSR of the
Company and of each of the companies in the Peer Group during the
Five-Year Performance Period. The annual TSR for both the Company
and each of the companies in the Peer Group will be calculated
beginning on the first day of the Company’s fiscal year and
ending of the last day of the Company’s fiscal year beginning
on the Company’s fiscal year 2010 and each subsequent fiscal
year through 2014. The TSR calculation will represent the daily
rate of return reflecting daily price change plus reinvestment of
daily dividends and the compounding effect of dividends paid on
reinvested dividends. A detailed explanation of the TSR calculation
and an example is attached to this Agreement as
Appendix C . The Peer Group may, but does not have to,
be the same peer group established under any Award Agreement. Only
those companies in the Peer Group remaining as a publicly-traded
company as of the end of our 2014 fiscal year will be included in
the Peer Group used to determine the Company’s TSR ranking
under this paragraph (b)(ii).
The TSR will be
calculated to the tenth decimal place and will not be rounded to
the nearest whole number for purposes of determining whether the
Performance Objectives under this paragraph (b)(ii) have been
met.
A set of
examples of the number of Conditional Performance Shares that may
be distributed to you under the Program, prior to the
Committee’s discretion to adjust the number of Conditional
Performance Shares that may be ultimately distributed to you as
provided in paragraph (c) below, is attached as
Appendix D .
(c)
Committee Discretion: In exercising its discretion to
determine the final number of Conditional Performance Shares that
will be distributed to you under this Agreement, the Committee may
take into consideration the following performance metrics over the
Five-Year Performance Period: the Company’s absolute net
income growth, actual average TSR and total return for
stockholders, your performance versus the Company’s strategic
goals, the value of your outstanding equity grants, your
compensation as compared to the compensation of the equivalent
officers at your level in the market, any extraordinary
circumstances that affect the Company’s performance, and/or
any other criteria that the Committee, in its sole discretion,
deems appropriate. The Committee may not increase the final
distribution of Conditional Performance Shares beyond the total
number of Conditional Performance Shares credited to the Pool
during the Five-Year Performance Period. The Committee will certify
whether the Performance Objectives and other material terms and
conditions of this Agreement have been met under Code section
162(m)(4)(C)(iii) and will also certify the number of Conditional
Performance Shares that have vested and that will be distributed to
you. The Committee will use its best efforts to certify the number
of Conditional Performance Shares that will be distributed to you
and make the aforementioned certifications by the end of
June 2014.
2. Transfer
Restrictions: You may not
sell, transfer, pledge, assign, alienate or hypothecate the
Conditional Performance Shares credited to the Pool, except by will
or the laws of descent and distribution. Any Conditional
Performance Shares credited to the Pool will be held in a
book-entry account in your name. Any Conditional Performance Shares
that the Committee certifies have vested pursuant to Section 1(c)
of this Agreement will be settled as unrestricted Shares within
thirty (30) days of such certification.
3. Other
Rules Affecting Your Conditional Performance
Shares:
(a)
Rights During the Restriction Period: You may not vote or
receive any dividends associated with Conditional Performance
Shares credited to the Pool until they are settled as provided in
Section 2 of this Agreement.
(b) Beneficiary
Designation: You may name a beneficiary or beneficiaries to
receive any Conditional Performance Shares that the Committee
certifies will be distributed to you, but that have not been
settled at the time of your death, by completing the Beneficiary
Designation Form attached to this Agreement as
Appendix E . It should be noted that if you die prior
to the end of the Five-Year Performance Period, no Shares will be
distributed to your beneficiary or beneficiaries under this
Agreement and the Program. If you wish to change your beneficiary,
you may complete a new Beneficiary Designation Form attached as
Appendix E . The Beneficiary Designation Form does not
need to be completed now and is not required to be completed as a
condition of vesting or distribution of your Conditional
Performance Shares. However, if you die without completing a
Beneficiary Designation Form or if you do not complete
the
2
form correctly,
your beneficiary will be your surviving spouse or, if you do not
have a surviving spouse, your estate.
(i) You
may be required to pay to us and we will have the right and are
hereby authorized to withhold from any issuance or transfer due
under this Agreement, or under the Plan or from any compensation or
other amount owing to you, applicabl
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