EX-10.1



 






Exhibit 10.1




BOB EVANS FARMS, INC.

PERFORMANCE INCENTIVE PLAN

NOTICE OF ELIGIBILITY AND PARTICIPATION AGREEMENT




	 	 	 
	TO:

	 	[Participant’s Name]
	FROM:

	 	Bob Evans Farms, Inc. Compensation Committee (“Committee”)
	DATE:

	 	______________________________________________
	RE:

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





The Committee has selected you to participate in the PIP for the fiscal year ending ___, 200_
(“200___ Performance Period”) and has established your “Target Award” at ___% of the base salary you
are paid during the 200___ Performance Period, although the actual amount of your “PIP Award” will be
calculated under Sections 1.00 and 2.00. Also, you must satisfy the terms and conditions described
in Section 3.00 to receive your PIP Award.



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 Option



After the
200___ Performance Period ends, 25% of the dollar value of your Target Award will be paid
as an “Option” to buy Shares through the Equity Plan. The number of Shares you may buy will be [1]
25% of the dollar value of your Target Award, divided by [2] the fair market value of the Option
(determined by using the Black-Scholes valuation model and discounted for vesting conditions) and
[3] rounded up to the next whole Share. You also will receive an award agreement describing the
Option’s exercise price (which will be equal to the “fair market value” as defined in the Equity
Plan (“FMV”) of a Share on the Option’s grant date), when the Option may be exercised and any other
terms and conditions affecting the Option.




2.00 Earning Your Restricted Shares



The rest of your PIP Award will be paid as “Restricted Shares” through the Equity Plan if [insert
performance goals]. The number of Restricted Shares you receive (if any) will be calculated first
by determining the value of the award you have earned, which 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), but may not be larger than $2,500,000:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	% of Goal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	120% or	 
	Attained	 	Less than 80%	 	80%	 	90%	 	100%	 	110%	 	More	 
	 
	Payout %
	 	0%	 	37.5% of your	 	56.25% of your	 	75% of your	 	93.75% of your	 	112.5% of your
	 
	 	 	 	 	 	Target Award	 	Target Award	 	Target Award	 	Target Award	 	Target Award
	 




After the
200___ Performance Period ends and the value of your earned award is calculated, you
will receive a number of Restricted Shares equal to [1] the value of your earned award, divided by
[2] the FMV of a Share on the date the Restricted Shares are granted (discounted to reflect vesting
requirements) and [3] rounded up to the next whole Share. You also will receive an


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award agreement describing when the Restricted Shares will vest and any other terms and conditions
affecting them.




3.00 Termination of Employment



In addition to meeting the requirements described in Sections 1.00 and 2.00, you will receive the
Options and Restricted Shares only if you are employed by the Company or any of its affiliates
through the entire 200___ Performance Period and on the date the Committee grants Restricted Shares
and Options for the 200___ Performance Period under the
PIP. However, if, after the 200___ Performance
Period but before the Options 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
believes is not violative of the purpose of the PIP, you (or your beneficiary) will be paid cash
(but not Options or Restricted Shares) equal to the value of the PIP Award that you earned during
the 200___ Performance Period.




4.00 Signature



By signing below, 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.




	 	 	 	 
	 
	 	 
	 

	 	 
	Date

	 	[Participant’s Name]
	 
	 	 
	RECEIVED BY
	 	 
	 
	 	 
	 
	 	 
	 
	Authorized Company Representative
	 	 
	 
	 	 
	 
	 	 
	 
	Print Name
	 	 
	 
	 	 
	 
	 	 
	 
	Date
	 	 







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