BOB EVANS FARMS, INC. [NAME OF PLAN] (the ?Plan?) CEO LONG-TERM PERFORMANCE-BASED INCENTIVE AWARD PROGRAM Fiscal Year [YEAR] Performance Share Award Agreement

Exhibit 10.5

BOB EVANS FARMS, INC.
[NAME OF PLAN] (the “Plan”)
CEO LONG-TERM PERFORMANCE-BASED INCENTIVE AWARD PROGRAM
Fiscal Year [YEAR] Performance Share Award Agreement

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 are participating in a Long-Term Performance-Based Incentive Award Program (the “Program”). For fiscal year [YEAR] we are granting Performance Shares to you under the Program. “Performance Shares” have the same meaning as provided in [SECTION #] of the Plan. The Performance Shares will not vest unless you meet the Performance Objectives and Employment Conditions contained in this Fiscal Year [YEAR] Performance Share Award Agreement (this “Award Agreement”). Your participation is also subject to other terms and conditions described in the Plan and this Award Agreement.

Capitalized terms that are not defined in this Award Agreement have the same meaning as in the Plan and the agreement which establishes the CEO Long Term Performance-Based Incentive Award Program and defines the terms and conditions for the Five-Year Performance Period from fiscal year 2010 through fiscal year 2014 (the “Five-Year Performance Agreement”).

You should return a signed copy of this Award Agreement to:

Senior Vice President — Human Resources
Bob Evans Farms, Inc.
3776 S. High St.
Columbus, Ohio 43207

1. Performance Shares

(a) Grant Date: [insert Grant Date] .

(b) Number of Performance Shares Granted: [insert number of shares] Performance Shares. The number of Performance Shares granted to you for this fiscal year [YEAR] equals the lesser of (i) 125% of your base salary as of [DATE], which is $[BASE SALARY], divided by the average closing price of a Share over the period that is one hundred eighty (180) calendar days (which includes only the days that our stock is being traded), with the 180-day period ending on the date that is seven (7) calendar days prior to the Grant Date, rounded down to the nearest whole Share, which is $[AVERAGE STOCK PRICE]; or (ii) the limit of Performance Shares that you may be granted in any fiscal year when taking into account any other grant of Performance-Based Awards as required by Section [SECTION#] of the Plan.

(c) Performance Objectives: If you meet the Employment Conditions and the Fiscal Year Performance Objectives provided below, the Performance Shares granted in paragraph (b) above will be credited to the Pool, as defined in the Five-Year Performance Agreement.

          (i) “Employment Conditions”: This Award Agreement will terminate and you will forfeit any interest in Performance Shares granted pursuant to this Award Agreement, in the event that (A) your employment with us terminates for any reason prior to the end of fiscal year 2014, or (B) you are no longer our Chief Executive Officer at the end of fiscal year [YEAR].

          (ii) “Fiscal Year Performance Objectives”: At least one of the following Fiscal Year Performance Objectives under subparagraph (A) or (B) below must be met in order for Performance Shares to be credited to the Pool. Note that the Net Income used in calculating Net Income Growth under subparagraph (A) below may take into consideration certain exclusions as the Committee determines in its discretion for each fiscal year, as such calculation solely takes into consideration the Company’s net income growth; however, by comparison, the Net Income used in calculating Net Income Growth under subparagraph (B) is specifically defined, as such specific calculation creates a uniform measure of the net income growth of the Company and the Fiscal Year Peer Group.

          (A) The Company’s Net Income Growth for fiscal year [YEAR] must be                      or greater. In calculating Net Income Growth under this paragraph (c)(ii)(A), the Committee will use the following definitions:

     ( i ) Net Income means the Company’s Net Income as reported in its financial statements prepared in accordance with GAAP, or any other accounting reporting system under which the Company is required to report its financial statements (the “Financial Statements”), for fiscal year [YEAR]; however, in calculating Net Income, certain income and/or expense items that are not indicative of ongoing results may be excluded in the discretion of the Committee. The Committee will adopt guidelines regarding the calculation of Net Income for fiscal year [YEAR] within, and no exclusion may be changed or added after, the time period specified in Code section 162(m) in order for the Performance Shares to qualify as “performance-based” under Code section 162(m). Examples of items that may be excluded from calculating Net Income include, but are not limited to: “strategic” items (charges or credits related to the high-level strategic direction of the Company, such as restructurings, acquisitions, divestitures, the purchase or sale of equities, and the issuance or payment of debt); “regulatory” items (charges or credits due to changes in tax or accounting rules); “external” items (charges or credits due to external events such as natural disasters); and “other” significant unusual, nonrecurring or rare items (such as charges or credits due to litigation or legal settlements, the disposal of assets or asset impairment).

          (B) The rank of the Company’s Net Income Growth for fiscal year [YEAR] as compared to the Fiscal Year Peer Group, as defined below, must be at the 50th percentile or greater. In calculating Net Income Growth under this paragraph (c)(ii)(B), the Committee will use the following definitions:

     ( i ) Net Income, used in the calculation of Net Income Growth under this paragraph (c)(ii)(B), means the Net Income after expenses and losses have been subtracted from all revenues and gains for the fiscal period including extraordinary items and discontinued operations. The Committee will use the Net Income amounts as reported by us on our Financial Statements and by members of the Fiscal Year Peer Group on their publicly-filed financial statements for the most recent fiscal year ending immediately prior to the Company’s fiscal year [YEAR].

     ( ii ) Fiscal Year Peer Group means the group of companies that the Committee selects to compare the Company’s Net Income Growth for the fiscal year. The Fiscal Year Peer Group for fiscal year [YEAR] is provided in Appendix A to this Award Agreement. The Fiscal Year Peer Group shal