EX-10.1






Exhibit 10.1







Bob Evans Farms, Inc.

Executive Compensation Recoupment Policy




Adopted February 17, 2009




     This Executive Compensation Recoupment Policy (this “Policy”) of Bob Evans Farms, Inc., a
Delaware corporation, and its affiliates (collectively, the “Company”) provides for the recoupment
by the Company under certain circumstances of annual cash bonuses, stock-based awards,
performance-based compensation, and any other forms of cash or equity compensation other than
salary (“Awards”). This Policy applies to the Company’s executive officers, as defined by Rule
3b-7 of the Securities Exchange Act of 1934, as amended.



     Executive Compensation Recoupment. In the event of a restatement of the Company’s previously
issued financial statements as a result of errors, omission, fraud or non-compliance with financial
reporting requirements, the Compensation Committee of the Company’s Board of Directors shall review
the facts and circumstances underlying the restatement (including any potential wrongdoing and
whether the restatement was the result of negligence or intentional or gross misconduct) and may,
in its discretion, direct that the Company attempt to recover all or a portion of an Award (or
multiple Awards) from one or more executive officers with respect to any fiscal year in which the
Company’s financial results are negatively affected by such restatement. If (a) the payment, grant
or vesting of any Award(s) is based upon the achievement of financial results that are subsequently
restated or (b) a lower payment, Award value or vesting would have occurred based upon the restated
financial results, the Compensation Committee may seek to recoup, and such executive officer shall
forfeit or repay, all or any portion of such excess compensation as the Compensation Committee
deems appropriate. Recoupment under this Policy may include, but is not limited to, reimbursement
by the executive officer of the amount of cash bonuses received, cancellation or forfeiture of
outstanding stock-based compensation and the payment to the Company of stock sale proceeds.



     If (a) any Award(s) would have been paid, granted or vested or (b) a higher payment, Award
value or vesting would have occurred based upon the restated financial results, the Company shall
not be obligated to pay the executive officer any additional compensation.



     Additional Recoupment for Fraud or Misconduct. In any instance in which, in the view of the
Compensation Committee, an executive officer engaged in an act of fraud or misconduct that
contributed to the need for a financial restatement, the Compensation Committee may, in its
discretion, recover and the executive officer shall forfeit or repay, all of the executive
officer’s Awards for the relevant period, plus a reasonable rate of interest.



     Not Exclusive Remedy. The recoupment of Awards pursuant to this Policy shall not in any way
limit or affect the Company’s right to pursue disciplinary action or dismissal, take legal action
or pursue any other available remedies. This policy shall not replace and shall be in addition to
any rights of the Company to recoup Awards from its executive officers under applicable laws and
regulations, including but not limited to the Sarbanes-Oxley Act of 2002.



     Incorporation of Policy. Each executive officer of the Company shall execute an agreement
providing that any Awards granted to such executive officer on or after the effective date of the
agreement shall be subject to this Policy. Additionally, the Company, in its discretion, may
incorporate
the requirements of this Policy into any applicable Award statement, Award agreement or terms
and conditions of any Awards made by the Company to an executive officer following the adoption of
this Policy.