exv10w70






Exhibit 10.70




BOB EVANS FARMS, INC.

2010 EQUITY AND CASH INCENTIVE PLAN



AWARD AGREEMENT




     Bob Evans Farms, Inc. (the “Company”) hereby grants the undersigned Participant an Other
Stock-Based Award consisting of (a) restricted stock units (“RSUs”) and related dividend equivalent
rights (“DERs”), and/or (b) Shares of Restricted Stock, subject to the terms and conditions
described in the Bob Evans Farms, Inc. 2010 Equity and Cash Incentive Plan (the “Plan”) and this
Award Agreement (this “Award Agreement”).



	 	 	 	 	 	 	 

	1.

	 	Name of Participant:	 	 	 	 
	 

	 	 	 	 

	 	 
	2.

	 	Grant Date:
	 	 	 	(the “Grant Date”)
	 

	 	 	 	 

	 	 
	3.

	 	Number of RSUs/DERs:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 

	4.

	 	Number of Shares of Restricted Stock:	 	 	 	 
	 

	 	 	 	 

	 	 







	5.	 	Provisions Applicable to RSUs and related DERs.






	 	(a)	 	RSUs. Each RSU entitles the Participant to receive one Share on the date the
RSU is settled, as described herein.
	 
	 	(b)	 	DERs. Each DER entitles the Participant to be credited with all of the cash
dividends that are or would be payable with respect to the Share represented by the RSU to
which the DER relates. Accumulated dividends credited pursuant to this Section 5(b) shall
be payable in cash, without interest, at such time as the RSU to which the DER relates is
settled pursuant to this Award Agreement. In the event that a RSU is forfeited pursuant to
this Award Agreement, the related DER shall also be forfeited and the Participant shall
have no right to payment of any accumulated dividend amounts.
	 
	 	(c)	 	Vesting of RSUs:






	 	(1)	 	In General. The RSUs will vest ratably (rounded up to the next whole
RSU, if necessary) on each of the first three anniversaries of the Grant Date (each a
“Vesting Date”), subject to the Participant’s continued employment with the Company on
the applicable Vesting Date. Except as provided in Sections 5(c)(2), (3) or (4), if the
Participant terminates for any other reason prior to a Vesting Date, whether
voluntarily or involuntarily, any RSUs that are unvested on the date of termination
will be forfeited on that date.
	 
	 	(2)	 	Accelerated Vesting. Notwithstanding the foregoing, the RSUs will
become fully vested on the date of Participant’s death or Disability.
	 
	 	(3)	 	Change in Control. If there is a Change in Control, Article XII of the
Plan will apply to any outstanding RSUs.
	 
	 	(4)	 	Retirement. Except to the extent that the Participant is terminated for
Cause, if the Participant is eligible for Retirement, the Participant will continue to
vest in the RSUs




 









 






	 	 	 	on each Vesting Date even if the Participant does not continue to be
employed on that date. Notwithstanding the foregoing, all unvested RSUs will be
forfeited if the Participant is terminated for Cause, regardless of whether the
Participant is Retirement eligible.






	 	(d)	 	Settlement of RSUs. If all applicable terms and conditions have been satisfied,
the Participant will receive one whole Share for each vested RSU as soon as
administratively feasible but not later than 30 days after each Vesting Date; provided,
however, that upon the issuance or transfer of Shares to the Participant, in lieu of any
fractional Shares, the Participant will receive a cash payment equal to the Fair Market
Value of such fractional Shares.
	 
	 	(e)	 	No Rights Before Vesting. Before the RSUs vest, the Participant may not
exercise any voting rights with respect to the Shares underlying the RSUs.
	 
	 	(f)	 	Transferring the RSUs or DERs. Neither the RSUs nor the DERs may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, except by will or
the laws of descent and distribution. However, as described in Section 9(a), the
Participant may designate a beneficiary to receive any vested RSUs and the proceeds from
any DERs that are settled after the Participant dies.






	6.	 	Provisions Applicable to Shares of Restricted Stock.






	 	(a)	 	Vesting of Restricted Stock:






	 	(1)	 	In General. The Restricted Stock will vest ratably (rounded up to the
next whole Share, if necessary) on each of the first three anniversaries of the Grant
Date (each a “Vesting Date”), subject to the Participant’s continued employment with
the Company on the applicable Vesting Date. Except as provided in Sections 6(a)(2) or
(3), if the Participant terminates for any other reason prior to a Vesting Date,
whether voluntarily or involuntarily, any Restricted Stock that is unvested on the date
of termination will be forfeited on that date.
	 
	 	(2)	 	Accelerated Vesting. Notwithstanding the foregoing, the Restricted
Stock will become fully vested on the date of Participant’s death or Disability.
	 
	 	(3)	 	Change in Control. If there is a Change in Control, Article XII of the
Plan will apply to any unvested portion of the Restricted Stock.






	 	(b)	 	Rights Before Vesting. Before the Restricted Stock vests as described in
Section 6(a), the Participant: (i) may exercise full voting rights associated with the
Shares of Restricted Stock; and (ii) will be entitled to receive all dividends and other
distributions paid with respect to the Shares of Restricted Stock, although any dividends
or other distributions paid in Shares will be subject to the same restrictions terms and
conditions as the Shares Restricted Stock.
	 
	 	(c)	 	Transfer Restrictions on Restricted Stock. Until the Restricted Stock becomes
vested as described in Section 6(a), the Restricted Stock may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, except by will or the laws of




 









 






	 	 	 	descent and distribution. However, as described in Section 9(a), the Participant may
designate a beneficiary to receive any Shares to be settled after the Participant dies.
	 
	 	(d)	 	Settling the Restricted Stock. The Restricted Stock will be held in escrow
until it vests. If the applicable terms and conditions of this Award Agreement are
satisfied, the Restricted Stock will be released from escrow and distributed to the
Participant as soon as administratively feasible after it vests, but not later than 30 days
after each Vesting Date. In lieu of any fractional Shares of Restricted Stock, the
Participant will receive a cash payment equal to the Fair Market Value of such fractional
Shares.






	7.	 	Award Subject to Recoupment Policy. This Award is subject to the Bob Evans Executive
Compensation Recoupment Policy. The Award, or any amount traceable to the Award, shall be
subject to the recoupment obligations described in that policy.
	 
	8.	 	Restrictive Covenants. Unless the Committee otherwise agrees in writing, any outstanding
unvested RSUs, accruals related to the DERs or Shares of Restricted Stock under this Award
will be forfeited if the Participant:






	 	(a)	 	Serves (or agrees to serve) as an officer, director, manager, consultant or employee
of any proprietorship, partnership, corporation or limited liability company or become the
owner of a business or a member of a partnership or limited liability company that
competes with any portion of the Company or an Affiliate’s business or renders any service
to entities that compete with any portion of the Company or an Affiliate’s business;
	 
	 	(b)	 	Refuses or fails to consult with, supply information to, or otherwise cooperate with,
the Company or any Affiliate after having been requested to do so; or
	 
	 	(c)	 	Deliberately engages in any action that the Committee concludes could harm the
Company or any Affiliate.






	9.	 	Other Terms and Conditions:






	 	(a)	 	Beneficiary Designation. The Participant may name a beneficiary or
beneficiaries to receive any cash or Shares to be paid or settled after the Participant’s
death by completing a Beneficiary Designation Form in the form and manner required by the
Committee and communicated in writing to the Participant. The Beneficiary Designation Form
does not need to be completed now and is not required to be completed as a condition of
receiving this Award. However, if the Participant dies without completing a Beneficiary
Designation Form or if the designation is ineffective for any reason, the Participant’s
beneficiary will be the Participant’s surviving spouse or, if the Participant does not have
a surviving spouse, the Participant’s estate.
	 
	 	(b)	 	Tax Withholding. The Company or an Affiliate, as applicable, shall have the
power and right to deduct, withhold or collect any amount required by law or regulation to
be withheld with respect to any taxable event arising with respect to this Award Agreement.
To the extent permitted by the Committee, in its sole discretion, this amount may be: (i)
withheld from other amounts due to the Participant, (ii) withheld from the value of any
Award being settled or any Shares transferred in connection with the exercise or settlement
of an Award, (iii) withheld from the vested portion of any Award (including




 









 






	 	 	 	shares
transferable thereunder), whether or not being exercised or settled at the time the taxable
event arises, or (iv) collected directly from the Participant. Subject to the approval of
the Committee, the Participant may elect to satisfy the withholding requirement, in whole
or in part, by having the Company or an
Affiliate, as applicable, withhold shares having a Fair Market Value on the date the tax
is to be determined equal to the minimum statutory total tax that could be imposed on the
transaction; provided that such Shares would otherwise be distributable to the Participant
at the time of the withholding if such Shares are not otherwise distributable at the time
of the withholding, provided that the Participant has a vested right to distribution of
such Shares at such time. All such elections shall be irrevocable and made in writing and
shall be subject to any terms and conditions that the Committee, in its sole discretion,
deems appropriate.
	 
	 	(c)	 	Governing Law. This Award Agreement will be construed in accordance with and
governed by the laws (other than laws governing conflicts of laws) of the State of Ohio
except to the extent that the Delaware General Corporation Law is mandatorily applicable.
	 
	 	(d)	 	Other Agreements. This Award will be subject to the terms of any other written
agreements between the Participant and the Company to the extent that those other
agreements do not directly conflict with the terms of the Plan or this Award Agreement.
	 
	 	(e)	 	Award Subject to the Plan. This Award is subject to the terms and conditions
described in this Award Agreement and the Plan, which is incorporated by reference into and
made a part of this Award Agreement. In the event of a conflict between the terms of the
Plan and the terms of this Award Agreement, the terms of the Plan will govern. The
Committee has the sole responsibility of interpreting the Plan and this Award Agreement,
and its determination of the meaning of any provision in the Plan or this Award Agreement
shall be binding on the participant. Capitalized terms that are not defined in this Award
Agreement have the same meaning as in the Plan.
	 
	 	(f)	 	Rejection. The Participant may reject this Award Agreement and forfeit the
Shares of Restricted Stock, RSUs and related DERs granted to the Participant pursuant to
this Award Agreement by notifying the Company or its designee, in the manner prescribed by
the Company and communicated to the Participant, within 30 days after the Grant Date. If
this Agreement is rejected pursuant to this Section 9(h), the Shares of Restricted Stock,
RSUs and related DERs evidenced by this Award Agreement shall be forfeited, and neither the
Participant nor the Participant’s heirs, executors, administrators and successors shall
have any rights with respect thereto.





BOB EVANS FARMS, INC.




	 	 	 	 	 	 	 	 	 

	By:

	 	 	 	Date:	 	 	 	 
	 

	 	 

[Insert name and title]