EX-10.2



 






Exhibit 10.2




BOB EVANS FARMS, INC.

PERFORMANCE INCENTIVE PLAN

NOTICE OF ELIGIBILITY AND PARTICIPATION AGREEMENT




	 	 	 
	TO:

	 	[Participant’s Name]
	DATE:

	 	______________________________________
	RE:

	 	Bob Evans Farms, Inc. Performance Incentive Plan (“PIP”)





You have
been selected to participate in the PIP for the fiscal year ending
___, 200___ (“200__ Performance Period”). Your “Target Award” under the PIP is [___]% of the base salary you are paid
during the 200___ Performance Period, although the actual amount of your “PIP Award” will be
calculated under Section 1.00. If you satisfy the terms and conditions described in Sections 1.00
and 2.00, your PIP Award will be paid as described in those sections.



Although you may earn this award under the PIP, any equity grants you receive will be made under
the Bob Evans Farms, Inc. First Amended and Restated 1998 Stock Option and Incentive Plan or a
similar Company plan (“Equity Plan”).




1.00 Earning Your PIP Award



After the
200___ Performance Period ends, you may receive a PIP Award if [insert performance goals].
The PIP Award earned will be based on the following table (percentages for performance between the
levels shown will be interpolated to the nearest one-hundredth of a percent):





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	% of Goal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	120% or	 
	Attained	 	Less than 80%	 	80%	 	90%	 	100%	 	110%	 	More	 
	 
	Your PIP 
	 	0% of your	 	50% of your	 	75% of your	 	100% of your	 	125% of your	 	150% of your
	Award
	 	Target Award	 	Target Award	 	Target Award	 	Target Award	 	Target Award	 	Target Award
	 




After the
200___ Performance Period ends and the value of your PIP Award has been calculated,
you will receive:





	 	 	[1] A cash award equal to 50% of your PIP Award; and
	 
	 	 	[2] “Restricted Shares” of the Company’s common stock (“Shares”) under the Equity Plan. The
number of Restricted Shares you receive will equal [a] the value of 50% of your PIP Award,
divided by [b] the “fair market value” (as defined in the Equity Plan) of a Share on the
date the Restricted Shares are granted (discounted to reflect vesting requirements) and [c]
rounded up to the next whole Share.




You also will receive an award agreement describing when your cash award and Restricted Shares will
vest and any other terms and conditions affecting them.




2.00 Termination of Employment



In addition to meeting the requirements described in Section 1.00, you normally will receive a PIP
Award only if you are employed by the Company or any of its affiliates through the entire 200_
Performance Period and on the date the Company’s Compensation Committee (“Committee”) grants the
cash award and Restricted Shares for the 200___ Performance Period under the PIP. However, if, after
the 200___ Performance Period but before the cash awards and


 









 






Restricted Shares for the 200___ Performance Period are granted, you die, become “disabled” (as
determined by the Committee in its sole discretion) or “retire” (as defined in the Equity Plan) or
if your employment ends for another reason that the Committee decides is not violative of the
purpose of the PIP, you (or your beneficiary) will be paid cash (but not Restricted Shares) equal
to the value of the PIP Award that you earned during the 200___ Performance Period.




3.00 Acceptance



By accepting this notice, you [1] agree to be bound by the terms and conditions of the PIP and the
Equity Plan, [2] acknowledge that you understand the terms of your award and the conditions that
you must meet before you receive anything under the PIP or the Equity Plan and [3] without any
consideration, agree to accept any changes needed to avoid penalties that might be imposed on you
under Section 409A of the Internal Revenue Code.




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