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FIRST AMENDMENT TO THE
BOB EVANS FARMS, INC.
SECOND AMENDED AND RESTATED
1992 NONQUALIFIED STOCK OPTION PLAN
This First
Amendment (this “Amendment”) to the Bob Evans Farms,
Inc. Second Amended and Restated 1992 Nonqualified Stock Option
Plan (the “Plan”) is effective as of November 18,
2008.
WHEREAS, Bob Evans
Farms, Inc. (the “Company”) previously adopted the
Plan; and
WHEREAS, pursuant
to Section 7.1 of the Plan, the Company desires to amend the
Plan.
NOW, THEREFORE,
the Plan is hereby amended as follows:
1.
Section 3.2 of the Plan is hereby deleted in its entirety and
the following is substituted therefor:
Adjustment in
Shares . In the event of:
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(a)
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a
merger or consolidation of the Company with another corporation as
a result of which the Company is not the surviving
corporation;
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(b)
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a
transfer of all or substantially all of the assets of the Company
to another corporation;
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(c)
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a
recapitalization, reorganization or restructuring of the Company;
or
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(d)
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a
stock dividend payment, or a combination, split-up, or
reclassification of,
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