BOB EVANS FARMS, INC.
2006 EQUITY AND CASH INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AWARD
AGREEMENT
(For Employees — PIP Award)
In recognition of
your participation in the Bob Evans Farms, Inc. Performance
Incentive Plan, Bob Evans Farms, Inc. (“we” or
“us”) has granted to you a Nonqualified Stock Option
(“Option”) to purchase shares of our common stock, par
value $0.01 per share (“Shares”), subject to the terms
and conditions described in the Bob Evans Farms, Inc. 2006 Equity
and Cash Incentive Plan (the “Plan”) and this
Nonqualified Stock Option Award Agreement (this “Award
Agreement”).
To ensure you
fully understand the terms and conditions of your Option, you
should read the Plan and this Award Agreement carefully.
Capitalized terms that are not defined in this Award Agreement have
the same meanings as in the Plan.
You should return
a signed copy of this Award Agreement to:
[Insert
title]
Bob Evans Farms, Inc.
3776 S. High St.
Columbus, Ohio 43207
|
1.
|
|
Summary of Your
Option
|
|
|
|
|
|
|
|
Grant Date: [insert Grant
Date] .
|
|
|
|
|
|
|
|
Number of Shares Subject to Your
Option: [insert number of shares] Shares.
|
|
|
|
|
|
|
|
Exercise Price:
$ [insert Exercise
Price] per Share.
|
|
|
|
|
|
2.
|
|
When Your Option Will
Vest
|
(a) In
General: You may not exercise your Option until it vests and
becomes exercisable. In general, your Option will vest and become
exercisable with respect to:
|
|
•
|
|
[insert number of shares]
Shares on the first
anniversary of the Grant Date;
|
|
|
|
|
|
|
|
•
|
|
[insert number of shares]
Shares on the second
anniversary of the Grant Date; and
|
|
|
|
|
|
|
|
•
|
|
[insert number of shares]
Shares on the third
anniversary of the Grant Date.
|
(b)
Acceleration of Vesting: Notwithstanding
Section 2(a):
(i) If your
employment Terminates due to your death, Disability or Retirement,
your Option will become fully vested and exercisable on your
Termination date; and
(ii) Unless
otherwise specified in a separate change in control agreement (or
written agreement of similar import) between you and us or any
Related Entity, your Option will become fully vested and
exercisable if a Business Combination or Change in Control occurs
and:
(A) We are not the
surviving corporation following such Business Combination or Change
in Control; or
(B) Within
24 months following such Business Combination or Change in
Control, the Plan is terminated and not replaced simultaneously
with a similar program providing comparable benefits; or
(C) Within
24 months following such Business Combination or Change in
Control, your employment is Terminated by us and the Related
Entities without Cause or by you for Good Reason (as defined
below).
(c) Good
Reason: Unless otherwise specified in an employment agreement
or change in control agreement between you and us or any Related
Entity, “Good Reason” means, without your written
consent, (i) our or a Related Entity’s failure to pay or
cause to be paid your base salary or bonus (to the extent earned in
accordance with the terms of any applicable arrangement), if any,
when due, (ii) any substantial and sustained diminution in
your authority or responsibilities with us or any Related Entity or
(iii) we or a Related Entity require you to relocate more than
50 miles from your principal place of employment on the Grant Date;
provided that the events described in clauses (i),
(ii) and (iii) will constitute Good Reason only if we
fail to cure such event within 30 days after we receive from
you written notice of the event which constitutes Good Reason.
“Good Reason” will cease to exist for an event on the
60 th
day following the later of its
occurrence or your knowledge thereof, unless you have given us
written notice thereof prior to such date.
3. When You
May Exercise Your Option and When It Will Expire
(a) In
General: In general, you may exercise all or any part of the
vested portion of your Option at any time prior to the tenth
anniversary of the Grant Date (the “Expiration
Date”).
(b)
Effect of Termination: Notwithstanding the foregoing, if
your employment Terminates prior to the Expiration Date, your
Option will remain exercisable for the period specified
below:
|
|
•
|
|
Retirement . If your employment Terminates due
to your Retirement, the vested portion of your Option may be
exercised at any time before the Expiration Date.
|
2
|
|
•
|
|
Death or Disability
. If your employment
Terminates due to your death or Disability, the vested portion of
your Option may be exercised at any time before the earlier of the
Expiration Date or the first anniversary of your Termination
date.
|
|
|
|
|
|
|
|
•
|
|
Cause . If your employment is Terminated
for Cause, your Option (whether or not then exercisable) will be
forfeited on your Termination date.
|
|
|
|
|
|
|
|
•
|
|
Without Cause or By You for Any
Reason Other Than Retirement, Death or Disability
. If your employment is
Terminated involuntarily without Cause or by you for any reason
other than your Retirement, death or Disability, (i) the
unvested portion of your Option will be forfeited on your
Termination date and (ii) the vested portion of your Option
may be exercised at any time before the earlier of the Expiration
Date or 30 days after your Termination date. Notwithstanding
the foregoing, if the 30-day period described in the preceding
sentence expires during a “blackout period” (as
described in our insider trading policy), the vested portion of
your Option may be exercised at any time before the earlier of the
Expiration Date or a number of days following the expiration of the
blackout period equal to the number of days during such blackout
period before your Option would have otherwise expired.
|
|
|
|
|
|
|
|
|
|
Example : Assume your employment Terminates
voluntarily on July 6. You must exercise the vested portion of your
Option on or before August 5 (which is 30 days after your
Terminate date). A blackout period begins on August 1 and ends on
August 7. Subject to the occurrence of the Expiration Date, you
would be given an extension of five days following the end of the
blackout period to exercise the vested portion of your Option.
Thus, the vested portion of your Option could be exercised at any
time before the earlier of the Expiration Date or
August 12.
|
(c)
Effect of Change in Control or Business Combination: If a
Change in Control or Business Combination occurs, the Committee
may, but will not be obligated to:
|
|
•
|
|
Cancel your Option for fair value
(as determined in the sole discretion of the Committee) which may
equal the excess, if any, of the value of the consideration to be
paid in the Change in Control or Business Combination transaction,
as the case may be, to holders of the same number of Shares subject
to your Option (or, if no consideration is paid in such
transaction, the Fair Market Value of the Shares subject to your
Option) over the aggregate Exercise Price of your Option;
or
|
|
|
|
|
|
|
|
•
|
|
Provide for the issuance of
substitute Awards that will substantially preserve the otherwise
applicable terms of your Option as determined by the Committee in
its sole discretion; or
|
|
|
|
|
|
|
|
•
|
|
Provide that for a period of
15 days prior to the Change in Control or Business
Combination, as the case may be, your Option will be exercisable as
to all Shares subject thereto and that upon the occurrence of such
Change in Control or
|
3
|
|
|
|
Business Combination, your Option
will terminate and be of no further force and effect.
|
(d)
Restrictive Covenants: Unless we or a Related Entity
otherwise agree in writing, any portion of your Option that has not
been exercised will be forfeited if you:
|
|
•
|
|
Serve (or agree to serve) as an
officer, director, manager, consultant or employee of any
proprietorship, partnership, corporation or limited liability
company or become the owner of a business or a member of a
partnership or limited liability company that competes with any
portion of our or a Related Entity’s business or renders any
service to entities that compete with any portion of our or a
Related Entity’s business;
|
|
|
|
|
|
|
|
•
|
|
Refuse or fail to consult with,
supply information to, or otherwise cooperate with, us or any
Related Entity after having been requested to do so; or
|
|
|
|
|
|
|
|
•
|
|
Deliberately engage in any action
that the Committee concludes could harm us or any Related
Entity.
|
4.
Exercising Your Option
You must follow
the procedures described below to exercise your Option. If you do
not follow these procedures, your attempted exercise will be
disregarded.
(a) Your
Option may be exercised with respect to whole Shares only. To
exercise all or any part of the vested portion of your Option, you
must take the following steps before the Option expires:
|
|
•
|
|
Complete a copy of the
Nonqu
|
|
