EX-10.1



 





Exhibit
10.1




BOB EVANS FARMS, INC.

SECOND AMENDED AND RESTATED

1992

NONQUALIFIED STOCK OPTION PLAN

(Effective as of November 14, 2007)




 









 





BOB EVANS FARMS, INC.

SECOND AMENDED AND RESTATED

1992

NONQUALIFIED STOCK OPTION PLAN

(Effective as of November 14, 2007)




	 	 	 	 	 
	 	 	Page	 
	PREAMBLE
	 	 	1	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS AND USAGE
	 	 	1	 
	Section 1.1 Definitions
	 	 	1	 
	Section 1.2 Usage
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II ADMINISTRATION
	 	 	3	 
	Section 2.1 General
	 	 	3	 
	Section 2.2 Authority of the Committee
	 	 	3	 
	Section 2.3 Board Review of Committee Actions
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III STOCK AVAILABLE UNDER THE PLAN
	 	 	4	 
	Section 3.1 Common Shares Available
	 	 	4	 
	Section 3.2 Adjustment in Shares
	 	 	4	 
	 
	 	 	 	 
	ARTICLE IV ELIGIBILITY
	 	 	5	 
	 
	 	 	 	 
	ARTICLE V STOCK OPTIONS
	 	 	5	 
	Section 5.1 Grant of Stock Option
	 	 	5	 
	Section 5.2 Conditions of Stock Options
	 	 	5	 
	Section 5.3 Option Price and Term
	 	 	6	 
	Section 5.4 Exercise of Stock Options
	 	 	6	 
	Section 5.5 Non-transferability of Options
	 	 	7	 
	Section 5.6 Exercisability Upon Death
	 	 	7	 
	Section 5.7 Exercisability Upon Other Separation From Employment
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VI EVENTS OCCURRING AFTER GRANT OF STOCK OPTIONS
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VII AMENDMENT AND TERMINATION
	 	 	8	 
	Section 7.1 Amendment and Termination of Plan
	 	 	8	 
	Section 7.2 Term of Plan
	 	 	8	 
	 
	 	 	 	 
	ARTICLE VIII GENERAL PROVISIONS
	 	 	9	 
	Section 8.1 Stock Transfer Restrictions
	 	 	9	 
	Section 8.2 No Guarantee of Employment
	 	 	9	 
	Section 8.3 Income Tax Payment
	 	 	9	 
	Section 8.4 Governing Law
	 	 	9	 
	Section 8.5 Limitation of Payment
	 	 	9	 
	Section 8.6 Proceeds and Expenses
	 	 	10	 
	Section 8.7 Severability
	 	 	10	 
	Section 8.8 Relationship to SERP
	 	 	10	 
	Section 8.9 Compliance with Code Section 409A
	 	 	10	 
	ARTICLE IX INDEMNIFICATION
	 	 	10	 
	EXHIBIT A
	 	 	i	 






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BOB EVANS FARMS, INC.

SECOND AMENDED AND RESTATED

1992

NONQUALIFIED STOCK OPTION PLAN

(Effective as of November 14, 2007)




PREAMBLE




     WHEREAS, the Company adopted the SERP;



     WHEREAS, on April 17, 1992, the Company adopted the Bob Evans Farms, Inc. Nonqualified Stock
Option Plan as a means to pay benefits earned under the SERP; and



     WHEREAS, the Company intended the Plan to be operated in a manner consistent with the
provisions of the SERP without affecting the unfunded status of the SERP;



     WHEREAS, the Company first amended and restated the Plan, effective May 1, 2002;



     WHEREAS, the Company desires to amend and restate the Plan, effective as of November 14, 2007,
for purposes of Code Section 409A;



     NOW, THEREFORE, the Company hereby amends and restates the Plan by adoption of the Bob Evans
Farms, Inc. Second Amended and Restated 1992 Nonqualified Stock Option Plan as hereinafter
provided:



ARTICLE I

DEFINITIONS AND USAGE




     Section 1.1 Definitions. Wherever used in the Plan, the following words and phrases
shall have the meaning set forth below unless the context plainly requires a different meaning:




“Board” means the Board of Directors of the Company.




“Code” means the Internal Revenue Code of 1986, as amended, and any applicable
rulings or regulations issued thereunder.




“Committee” means the committee of the Board appointed by the Board in
accordance with Section 2.1 of this Plan.




“Common Share” means a share of common stock, par value $0.01 per share, of
the Company.




“Company” means Bob Evans Farms, Inc., a corporation organized under the
laws of the State of Delaware, or any successor organization.



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“Disinterested Director” shall mean a nonemployee director within the
meaning set forth in Rule 16b-3(b)(3) as promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, or any successor definition
adopted by the Securities and Exchange Commission.




“Fair Market Value” means as of any day (a) the last reported closing price for a
Common Share on the NASDAQ National Market System or on any securities exchange on which the
Common Shares may be listed for the day as of which such determination is being made or, if
there was no sale of Common Shares so reported for such day, on the most recently preceding
day on which there was such a sale or (b) if the Common Shares are not listed or admitted to
trading on the NASDAQ National Market System or on any securities exchange on the day as of
which the determination is being made, the value as determined by the Committee through the
reasonable application of a reasonable valuation method, taking into account all information
material to the value of the Company, within the meaning of Code Section 409A.




“Grandfathered Stock Option” means a Stock Option that was earned and vested (within
the meaning of Treasury Regulation §1.409A-6) as of December 31, 2004.




“Non-Grandfathered Stock Option” means a Stock Option that was not earned or vested
(within the meaning of Treasury Regulation §1.409A-6) as of December 31, 2004.




“Optionee” means a Participant or any other person who may exercise a Stock
Option pursuant to the terms of this Plan.




“Option Price” means the price at which a Common Share may be purchased upon
exercise of a Stock Option.




“Participant” means an employee to whom a Stock Option is granted pursuant
to this Plan.




“Plan” means the Bob Evans Farms, Inc. Second Amended and Restated 1992
Nonqualified Stock Option Plan and as it may be amended from time to time.




“Retirement” means separation from employment with the Company and each of
its wholly-owned subsidiaries on or after the date the person both has attained age
fifty-five (55) and is credited with at least ten (10) years of service (as
determined under the SERP).




“SERP” means the Bob Evans Farms, Inc. and Affiliates Third Amended and
Restated Supplemental Executive Retirement Plan and as it may be amended from time
to time.




“Stock Option” means any option to purchase Common Shares that is granted
pursuant to this Plan. A Stock Option may be either a Grandfathered Stock Option or
a Non-Grandfathered Stock Option.



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“Termination Date” means the date that is five (5) years after the earlier
of: (a) the date the Participant attains age sixty-five (65); or (b) the date the
Participant dies.




“Waiting Period” means the period that begins on the date of a Stock Option
grant, and ends on the earlier of the date as of which a Participant attains age
fifty-five (55) and is credited with at least ten (10) years of service (as
determined under the SERP) while employed by the Company or any of its wholly-owned
subsidiaries, or the date the Participant attains age sixty-two (62) while employed
by the Company or any of its wholly-owned subsidiaries; provided, however, that no
Waiting Period shall end prior to the date which is six months following the date of
such grant.



     Section 1.2 Usage. Except where otherwise indicated by the context, any masculine
terminology used herein also shall include the feminine and vice versa, and the definition of any
term herein in the singular shall also include the plural and vice versa.



ARTICLE II

ADMINISTRATION




     Section 2.1 General. The Plan shall be administered by the Committee, which shall be
comprised of not less than three (3) Disinterested Directors appointed by the Board. Members of
the Board who qualify as Disinterested Directors shall perform the functions of the Committee if at
any time the Board has not appointed members to comprise the Committee. The term of any member of
the Committee shall be determined by the Board, and any member of the Committee may be removed for
any reason by action of the Board.



     Section 2.2 Authority of the Committee. The Committee shall have the authority to:




	 	(a)	 	Determine, pursuant to the terms of the SERP, the number of
Common Shares to be covered by a Stock Option;
	 
	 	(b)	 	Determine the terms and conditions, not inconsistent with the
terms of this Plan, of any Stock Option granted hereunder, including,
but not limited to, the Fair Market Value of a Common Share for
purposes of determining the Option Price, any restriction or limitation
or any vesting acceleration or forfeiture waiver regarding any Stock
Option and/or the Common Shares relating thereto, based on such factors
as the Committee shall determine in its sole discretion;
	 
	 	(c)	 	Grant Stock Options in accordance with the terms of this Plan;
	 
	 	(d)	 	Adopt, alter and repeal such administrative rules, guidelines
and practices governing this Plan as it shall from time to time deem
advisable;





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	 	(e)	 	Amend the terms of any Stock Option theretofore granted,
prospectively or retroactively; provided, however, that no such
amendment shall be inconsistent with the provisions of Article III of
this Plan, and no such amendment shall impair the rights of the
Optionee without the consent of the Optionee;
	 
	 	(f)	 	Interpret the terms and provisions of this Plan and any Stock
Option issued under this Plan (and any agreements relating thereto);
and
	 
	 	(g)	 	Otherwise supervise the administration of this Plan.




The Committee may make any decision or take any action under this Plan only by a meeting of a
majority of the Committee members or by written action without a meeting signed by all members of
the Committee.




     Section 2.3 Board Review of Committee Actions. Any decision made or action taken by
the Committee pursuant to the provisions of this Plan may be reviewed and approved or disapproved
by the Board. Notwithstanding the preceding sentence, any decision or action by the Committee with
respect to the timing of a Stock Option grant, the Option Price for Common Shares under a Stock
Option, and the number of Common Shares covered by a Stock Option, shall be made solely by the
Committee.



ARTICLE III

STOCK AVAILABLE UNDER THE PLAN




     Section 3.1 Common Shares Available. The total number of Common Shares for which
Stock Options may be granted under this Plan shall be six hundred fifty thousand (650,000), subject
to any adjustment as set forth in Section 3.2. The Common Shares for which Stock Options may be
granted under this Plan may consist, in whole or in part, of authorized but unissued shares or
treasury shares. Any Common Shares that cease to be subject to a Stock Option in accordance with
Section 5.3 or 5.7 shall become available in connection with further Stock Options granted under
this Plan, unless this Plan is or has been terminated at the time of such cessation.



     Section 3.2 Adjustment in Shares. In the event of:




	 	(a)	 	a merger or consolidation of the Company with another corporation as a
result of which the Company is not the surviving corporation;
	 
	 	(b)	 	a transfer of all or substantially all of the assets of the Company to
another corporation;
	 
	 	(c)	 	a recapitalization, reorganization or restructuring of the Company; or
	 
	 	(d)	 	a stock dividend payment, or a combination, split-up, or
reclassification of, or substitution of other securities for, outstanding
Common Shares,





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The Committee in its sole discretion may take such action: (i) to provide that
Participants to whom Stock Options were granted prior to the applicable event have
rights in a proportionate number of Common Shares after the event as were covered by
such outstanding Stock Options immediately prior to such event; (ii) to substitute
property or other securities for Common Shares covered by any outstanding Stock
Options at the time of the applicable event, or (iii) to adjust the aggregate number
of Common Shares available under this Plan.



     Any adjustment pursuant to this Section 3.2 in the number of Common Shares available under
this Plan or in the number of Common Shares covered by existing Stock Options (both on an
individual Stock Option basis and in the aggregate) shall be a whole number, and any fraction that
may otherwise result as a result of the operation of this Section 3.3 shall be rounded to the
nearest whole number.



     Notwithstanding the foregoing, an adjustment to a Non-Grandfathered Stock Option pursuant to
this Section 3.2 shall be made only to the extent such adjustment complies, to the extent
applicable, with Code Section 409A.



ARTICLE IV

ELIGIBILITY




     Officers and other key executives of the Company or any of its wholly-owned subsidiaries who
participate in the SERP are eligible to be granted Stock Options under this Plan.



ARTICLE V

STOCK OPTIONS




     Section 5.1 Grant of Stock Option. The Committee, in its discretion, may grant Stock
Options during any year as necessary to provide benefits earned under the SERP.



     Section 5.2 Conditions of Stock Options. Each Stock Option granted under this Plan
shall be subject to the terms and conditions set forth in this Article V. Each Stock Option
granted under this Plan shall be evidenced by an Option Agreement setting forth:




	 	(a)	 	the effective date of the Stock Option grant;
	 
	 	(b)	 	the number of Common Shares covered by the Stock Option;
	 
	 	(c)	 	the period during which the Stock Option may be exercised;
	 
	 	(d)	 	the Option Price; and
	 
	 	(e)	 	any additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem appropriate.




Each Option Agreement shall be executed by the Company and the Participant.



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     Section 5.3 Option Price and Term. The Option Price for a Common Share that may be
purchased pursuant to the exercise of a Stock Option shall be not less than fifty percent (50%) of
the Fair Market Value of a Common Share at the time of grant. The period during which a Stock
Option may be exercised shall commence on the day after the Waiting Period has expired and shall
end on the Termination Date (unless otherwise provided in this Section 5.3 or in Section 5.6 or 5.7
or in Article VI).



     Notwithstanding the foregoing, with respect to any Non-Grandfathered Stock Option granted
under this Plan with an Option Price that is less than one hundred percent (100%) of the Fair
Market Value of a Common Share at the time of grant, the Committee may either:




	 	(a)	 	Amend such Non-Grandfathered Stock Option to increase the Option Price to one
hundred percent (100%) of the Fair Market Value of a Common Share at the time of grant;
or
	 
	 	(b)	 	Amend such Non-Grandfathered Stock Option to provide that the period during
which such Non-Grandfathered Stock Option may be exercised shall commence on the day
after the Waiting Period has expired and shall end no later than the later of (i) the
15th day of the third month following the end of the Participant’s taxable
year in which the Waiting Period expired or (ii) the 15th day of the third
month following the end of the Company’s fiscal year in which the Waiting Period
expired (unless otherwise provided in Section 5.6 or 5.7 or Article VI).




Any Stock Option that has not been exercised (in whole or in part) as of the last day of the period
during which such Stock Option may be exercised shall be forfeited.




     Section 5.4 Exercise of Stock Options.



     (a) Effective Exercise of Option. An Optionee may exercise a Stock Option in whole or
in part at any time and from time to time during the period within which such Stock Option may be
exercised pursuant to the terms of this Plan. To exercise a Stock Option, an Optionee shall:




	 	(i)	 	give written notice of exercise to the
secretary of the Company specifying the number of Common
Shares to be purchased;
	 
	 	(ii)	 	provide payment of the Option Price for such
Common Shares by cash or check payable to the order of the
Company, or by Common Shares (properly endorsed for transfer
in negotiable form), or a combination of Common Shares and
cash or check; and
	 
	 	(iii)	 	deliver the Option Agreement relating to the
Stock Option to the secretary of the Company, who shall
endorse a notation of the exercise on the Option Agreement and
return it to the Optionee.





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An Optionee shall be treated for all purposes as the owner of record of the number of Common Shares
purchased pursuant to the exercise of the Stock Option (in whole or in part) as of the date the
conditions set forth in preceding sentence are satisfied. Notwithstanding the foregoing, no
exercise of a Stock Option shall be effective until the Common Shares subject to this Plan have
been registered or qualified for sale under appropriate federal and state securities laws, and this
Plan is approved by the holders of Company stock having a majority of the voting power of all stock
represented at a meeting duly held in accordance with Delaware law within twelve (12) months after
this Plan is adopted by the Board.




     (b) Distribution Upon Exercise. Upon the effective exercise of a Stock Option (in
whole or in part) in accordance with Section 5.4(a), the Committee shall deliver to the Optionee
the number of Common Shares for which the Stock Option is exercised.



     Section 5.5 Non-transferability of Options. No Stock Option shall be transferable by
a Participant to whom such Stock Option has been granted, other than by will or the laws of descent
and distribution or pursuant (but only to the extent applicable) to a qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, and such Stock Option shall be settled only with respect to such Participant, or if
applicable, his guardian, legal representative or beneficiary.



     Section 5.6 Exercisability Upon Death. The legal representative of the estate of, or
the legatee of, a Participant who dies while employed by the Company or any of its wholly-owned
subsidiaries, may exercise any Stock Options granted to such Participant that have not been
exercised by the Participant prior to his death. For purposes of this Section, the Waiting Period
for any Stock Options that have not been exercised upon the death of the Participant shall be
deemed to have expired as of the date of such death. The exercise of such Stock Options shall be
subject to the terms of this Plan, including the period within which such Stock Options may be
exercised (as modified by the preceding sentence and as specified in Section 5.3) and the
conditions that must be satisfied to effectively exercise such Stock Options.



     Section 5.7 Exercisability Upon Other Separation From Employment. A Stock Option
shall cease to be exercisable and shall be forfeited upon a Participant’s separation from
employment with the Company or any of its wholly-owned subsidiaries for any reason other than
death or Retirement; provided, however, that the Committee may in its sole discretion
determine that the Participant shall be permitted to exercise a Grandfathered Stock Option (in
whole or in part) upon such terms and conditions determined at the time of such separation.



ARTICLE VI

EVENTS OCCURRING AFTER GRANT OF STOCK OPTIONS



If, prior to the exercise of any outstanding Stock Options,




     (a) (i) with respect to a Participant who is a party to a change in control agreement and to
which the Company also is a party (“Change Agreement”), a “change in control” occurs as defined in
(and subject to the terms of) that Participant’s Change Agreement; or (ii) with respect to
all Participants, there occurs approval by the Company’s stockholders of a definitive agreement
(1) to merge or consolidate the Company with or into another corporation in which



7









 







the Company is
not the continuing or surviving corporation or pursuant to which any Common Shares would be
converted into cash, securities or other property of another corporation, other than a merger of
the Company in which holders of Common Shares immediately before the merger have the same
proportionate ownership of shares of the surviving corporation immediately after the merger as
immediately before or (2) within a 12-consecutive calendar month period, to sell or otherwise
dispose of 50 percent or more of the book value of the combined assets of the Company and all
“related entities” (for purposes of this definition, (A) “book value” will be established on the
basis of the latest consolidated financial statement the Company filed with the Securities and
Exchange Commission before the date any 12-consecutive calendar month measurement period began and
(B) “related entity” means (I) an entity related to the Company by application of Code Sections
414(b) and (c), as modified by Code Section 415(h) or (II) an affiliated service group [as defined
in Code Section 414(m)] or other organization described in Code Section 414(o) that includes the
Company); and



     (b) (i) as to the Participants described in both Article VI(a)(i) and (ii) if, within 36
months after the occurrence of an event described in Article VI(a)(ii), the Plan is terminated and
not replaced with a similar program providing comparable benefits and features, or (ii) as to the
Participants described in Article VI(a)(i) only, an event occurs that generates a change in control
payment under that Participant’s Change Agreement; then



     (c) the Committee or Company shall provide written notice of such event to the Optionees of
such Stock Options as soon as practicable thereafter, the Waiting Period for such Stock Options
shall expire as of the date of such occurrence, and the Optionee with respect to such Stock Options
may exercise such Stock Options within three (3) months following the date of such occurrence.
Notwithstanding the foregoing, with respect to any Non-Grandfathered Stock Option that is subject
to Section 5.3(b) and for the purposes of this Plan only, (i) such Non-Grandfathered Stock Option
may be exercised no later than the date specified in Section 5.3(b) and (ii) the definition of
“good reason” under the Change Agreement shall be deemed to be the definition of “good reason” set
forth in Exhibit A attached hereto.



ARTICLE VII

AMENDMENT AND TERMINATION




     Section 7.1 Amendment and Termination of Plan. Subject to this Article VII, the
Committee with the approval of the Board may amend, modify or terminate this Plan at any time and
from time to time. No amendment, modification or termination of this Plan shall be effective prior
to the written consent of each Optionee whose rights under a Stock Option granted prior to the
effective date of such proposed action would be impaired as a result of such proposed action. No
amendment or modification of this Plan shall be effective prior to the approval of the stockholders
of the Company if such amendment or modification would (a) except as provided in this Plan,
increase the total number of shares reserved for the purpose of this Plan; (b) change the class of
employees eligible to participate in this Plan; or (c) require stockholder approval to the extent
necessary to maintain the status of this Plan as a plan satisfying the requirements of Rule 16b-3
of the Securities and Exchange Commission.



     Section 7.2 Term of Plan. This Plan shall terminate upon the earlier of the date on
which all Common Shares available under this Plan have been issued pursuant to the exercise of



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Stock Options, or the termination of this Plan by the Committee subject to the approval of the
Board. No Stock Options may be granted after the effective date of termination of this Plan. Any
outstanding Stock Options as of the effective date of termination of this Plan shall remain in full
force and effect, subject to the terms of this Plan as of such date.



ARTICLE VIII

GENERAL PROVISIONS




     Section 8.1 Stock Transfer Restrictions. All certificates for Common Shares or other
securities delivered under this Plan shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon which the Common
Shares are then listed, and any applicable Federal or state securities law, and the Committee may
cause a legend or legends to be put on any such certificates to make appropriate reference to such
restrictions.



     Section 8.2 No Guarantee of Employment. Nothing contained in this Plan shall be
construed as a contract of employment or deemed to give any Participant the right to be retained in
the employ of the Company or any of its wholly-owned subsidiaries. No Participant shall have a
security interest in assets of the Company or any of its wholly-owned subsidiaries used to pay
benefits under this Plan.



     Section 8.3 Income Tax Payment. An individual who receives Common Shares pursuant to
this Plan shall pay to the Company, or make arrangements satisfactory to the Committee regarding
the payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with respect to such
Common Shares. The individual shall make such payment or arrangement no later than the date as of
which he is scheduled to receive such Common Shares. The obligations of the Company under this
Plan shall be conditioned on such payment or arrangement and the Company, to the extent permitted
by law, shall have the right to deduct any such taxes from any distribution of any kind otherwise
due to the individual. Unless otherwise determined by the Committee, any withholding obligation of
the Company on amounts received under this Plan may be settled with Common Shares that are part of
the distribution that gives rise to the withholding requirement.



     Section 8.4 Governing Law. This Plan and any grant made and any action taken
hereunder shall be subject to and construed in accordance with the laws of the State of Ohio to the
extent not preempted by federal law.



     Section 8.5 Limitation of Payment. Notwithstanding any provision of this Plan to the
contrary and subject to the terms of any change in control agreement between the Participant and
the Company, no Common Shares shall be distributed under this Plan which, when aggregated with
other payments made to the Participant, would result in an excess parachute payment for which the
Company would not receive a Federal income tax deduction by reason of Code Section 280G.



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     Section 8.6 Proceeds and Expenses. The proceeds received by the Company from the sale
of Common Shares pursuant to the exercise of Stock Options shall be used for general corporate
purposes. The Company shall bear any expenses associated with the administration of this Plan.



     Section 8.7 Severability. If any provision of this Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of
this Plan, but this Plan shall be construed and enforced as if such illegal or invalid provision
had never been included herein.



     Section 8.8 Relationship to SERP. If any provision of this Plan conflicts with any
provision of the SERP, the terms of the SERP will be applied.



     Section 8.9 Compliance with Code Section 409A. The Company intends that no Stock
Options under this Plan be considered “deferred compensation” under Code Section 409A and that this
Plan be so administered and construed.



ARTICLE IX

INDEMNIFICATION




     The Company shall indemnify and hold harmless each member of the Board and each member of the
Committee duly appointed in accordance with Section 2, from and against any and all liabilities,
costs, and expenses incurred by such person as a result of any act, or omission to act, in
connection with the performance of such person’s duties, responsibilities and
obligations under this Plan, other than such liabilities, costs and expenses as may result
from the willful conduct or criminal acts of such person.



     The undersigned, pursuant to the approval of the Board on November 14, 2007, does herewith
execute this Bob Evans Farms, Inc. Second Amended and Restated 1992 Nonqualified Stock Option Plan,
effective as of November 14, 2007.



	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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EXHIBIT A



“Good Reason” means, without the Participant’s consent, the existence of one or more of the
following conditions:





	 	(a)	 	A material diminution in the Participant’s base compensation;
	 
	 	(b)	 	A material diminution in the Participant’s authority, duties, or
responsibilities;
	 
	 	(c)	 	A material diminution in the authority, duties, or responsibilities of
the supervisor to whom the Participant is required to report;
	 
	 	(d)	 	A material diminution in the budget over which the Participant retains
authority;
	 
	 	(e)	 	A material change in the geographic location at which the Participant
must perform services; or
	 
	 	(f)	 	Any other action or inaction that constitutes a material breach by the
Company of the Change Agreement.




Notwithstanding the foregoing, (i) an event described herein shall constitute Good Reason only if
the Company fails to cure such event within thirty (30) days after receipt from the Participant of
written notice of the event which constitutes Good Reason and (ii) Good Reason shall cease to exist
for an event on the ninetieth (90th) day following the later of its occurrence or the
Participant’s knowledge thereof, unless the Participant has given the Company written notice of
such event prior to such date.



All capitalized terms in this Exhibit A shall have the meanings set forth in the Plan and shall
follow the analogous terms of the Change Agreement.




i