EX-10.14







	 	 	 	 	 



Exhibit 10.14




FIRST AMENDMENT TO THE

BOB EVANS FARMS, INC. AND AFFILIATES

THIRD AMENDED AND RESTATED

EXECUTIVE DEFERRAL PROGRAM





     This First Amendment (this “Amendment”) to the Bob Evans Farms, Inc. and Affiliates Third
Amended and Restated Executive Deferral Program (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 8.01 of the Plan, the Company desires to amend the Plan.



     NOW, THEREFORE, the Plan is hereby amended as follows:


1. Section 6.01(a) of the Plan is hereby deleted in its entirety and the following is substituted
therefor:




     Pre-2008 Deferrals.




(i) In-Service Distribution Account. With respect to Pre-2008 Deferrals (and any
earnings related thereto), the vested portion of each Sub-Account within a Member’s
In-Service Distribution Account will be distributed in a lump sum within 60 days following
the earliest of (A) the first day of the calendar year specified in the Member’s Deferral
Election Form, (B) the Member’s death, (C) the date the Member becomes Disabled, or (D) the
date the Member Separates from Service before reaching age 55.




(ii) Education Distribution Account. With respect to Pre-2008 Deferrals (and any
earnings related thereto), the vested portion of each Sub-Account within a Member’s
Education Distribution Account will be distributed (or begin to be
distributed) within 60 days following the earliest of (A) the first day of the calendar
year specified in the Member’s Deferral Election Form, (B) the Member’s death, (C) the date
the Member becomes Disabled, or (D) the date the Member Separates from Service before
reaching age 55. Each such Sub-Account, to the extent vested, will be distributed in five
substantially equal annual installments; provided, however, that the Member may elect that
such distribution be made in a lump sum in the year specified in the Member’s Deferral
Election Form or in four or fewer substantially equal annual installments beginning in the
year specified in such Deferral Election Form. Notwithstanding the foregoing, if a
distribution of the Education Distribution Account is due to a Member’s death, Disability
or Separation from Service before reaching age 55, such distribution shall be made in a
lump sum.



 









 






(iii) Retirement Distribution Account. With respect to Pre-2008 Deferrals (and
earnings related thereto), the vested portion of each Sub-Account within a Member’s
Retirement Distribution Account will be distributed (or begin to be distributed) within 60
days following the earliest of (A) the first day of the calendar year specified in the
Member’s Deferral Election Form, (B) the Member’s death, (C) the date the Member becomes
Disabled, or (iv) the date the Member Separates from Service (regardless of the Member’s
age). Each such Sub-Account, to the extent vested, will be distributed in a lump sum or in
substantially equal monthly, quarterly or annual installments for a period of no more than
ten years as elected by the Member in the Member’s Deferral Election Form. Notwithstanding
the foregoing, if a distribution of the Retirement Distribution Account is due to a
Member’s death, Disability or Separation from Service before reaching age 55, such
distribution shall be made in a lump sum.




(iv) Substantially Equal Installments. If a Member elects substantially equal
annual installments under this Section 6.01(a), (A) the first distribution will equal the
value of the vested portion of the applicable Sub-Account as of the most recent Valuation
Date divided by the number of annual installments elected, and (B) each distribution
thereafter will be made on the anniversary of the initial distribution date and will equal
the balance of the vested portion of the applicable Sub-Account as of the most recent
Valuation Date divided by the number of remaining annual installments. If a Member elects
monthly or quarterly installments under Section 6.01(a)(iii), the amount of each
distribution will be calculated as described in the preceding sentence; provided that such
amount shall further be divided by twelve in the case of monthly installments or four in
the case of quarterly installments.


2. Section 6.01(b) of the Plan is hereby deleted in its entirety and the following is substituted
therefor:




     Post-2008 Deferrals.




(i) Nonqualified Employee Deferral Account. With respect to Post-2008 Deferrals
(and earnings related thereto), the Nonqualified Employee Deferral
Account will be distributed (or begin to be distributed) within 60 days following the
earliest to occur of (A) the first day of the calendar year specified in the Member’s
Deferral Election Form, (B) the Member’s death, (C) the date of the Member’s Disability or
(D) the date of the Member’s Separation from Service.




(A) In-Service Distributions. If a distribution under this Section
6.01(b)(i) is based on the first day of the calendar year specified in the Member’s
Deferral Election Form, such distribution shall be made in a lump sum or up to 10
substantially equal annual installments, as elected by the Member in the applicable
Deferral Election Form. Notwithstanding the foregoing, if a Member elects annual
installments under this subparagraph (A), but Separates from Service prior to
receiving all of



 









 







those annual installments, any remaining balance shall be paid in
accordance with subparagraph (C) below.




(B) Distributions Upon Death or Disability. If a distribution under this
Section 6.01(b)(i) is due to the Member’s death or Disability, such distribution
shall be made in a lump sum.




(C) Distributions Upon Separation from Service. If a distribution under
this Section 6.01(b)(i) is due to the Member’s Separation from Service, the Member
has reached the Service Threshold and the present value of the Member’s Accounts is
at least $25,000 as of the Valuation Date immediately preceding the Member’s
Separation from Service, then such distribution shall be made in a lump sum or up
to 20 substantially equal annual installments, as elected by the Member in the
applicable Deferral Election Form. If a distribution under this Section 6.01(b)(i)
is due to the Member’s Separation from Service under any other circumstances, such
distribution shall be made in a lump sum.




Notwithstanding the foregoing, if a Member does not make a timely election relating to a
distribution under this Section 6.01(b)(i), then such distribution shall be made in a lump
sum.




(ii) Employer Nonqualified Matching Account and Discretionary Employer Contribution
Account. With respect to Post-2008 Deferrals (and earnings related thereto), the
vested portions of a Member’s Employer Nonqualified Matching Account and Discretionary
Employer Contribution Account will be distributed (or begin to be distributed) within 60
days following the earliest to occur of (A) the Member’s death, (B) the date the Member
becomes Disabled or (C) the date the Member Separates from Service. Distributions of
amounts described in this Section 6.01(b)(ii) shall be made in accordance with
subparagraphs (B) and (C) of this Section 6.01(b)(i).




(iii) Installments. If a Member has selected substantially equal annual
installments under this Section 6.01(b), (A) the first distribution will equal the value of
the vested portion of the applicable Account as of the most recent
Valuation Date divided by the number of annual installments selected, and (B) each
distribution thereafter will be made on the anniversary of the initial distribution date
and will equal the balance of the vested portion of the applicable Account as of the most
recent Valuation Date divided by the number of remaining annual installments.



 









 




     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly
authorized officer effective as of the date set forth above.


	 	 	 	 	 
	 	BOB EVANS FARMS, INC.
 	 
	 	/s/ Joe Eulberg 	 
	 	
Printed Name: 	
J. R. Eulberg 	 
	 	
Its: Senior V.P., H.R.