BOB EVANS FARMS, INC. PERFORMANCE INCENTIVE PLAN NOTICE OF ELIGIBILITY AND PARTICIPATION AGREEMENT TO: [Participants Name]DATE: ______________________________________RE: Bob Evans Farms, Inc. Performance Incentive Plan (PIP)

EX-10.2 3 l21435aexv10w2.htm EX-10.2 EX-10.2

Exhibit 10.2

BOB EVANS FARMS, INC.
PERFORMANCE INCENTIVE PLAN
NOTICE OF ELIGIBILITY AND PARTICIPATION AGREEMENT


TO:		[Participant’s Name]
DATE:		______________________________________
RE:		Bob Evans Farms, Inc. Performance Incentive Plan (“PIP”)

You have been selected to participate in the PIP for the fiscal year ending ___, 200___ (“200__ Performance Period”). Your “Target Award” under the PIP is [___]% of the base salary you are paid during the 200___ Performance Period, although the actual amount of your “PIP Award” will be calculated under Section 1.00. If you satisfy the terms and conditions described in Sections 1.00 and 2.00, your PIP Award will be paid as described in those sections.

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 PIP Award

After the 200___ Performance Period ends, you may receive a PIP Award if [insert performance goals]. The PIP Award earned 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):

% of Goal

120% or

Attained

Less than 80%

80%

90%

100%

110%

Your PIP

0% of your

50% of your

75% of your

100% of your

125% of your

150% of your

Award

Target Award

After the 200___ Performance Period ends and the value of your PIP Award has been calculated, you will receive:

		[1] A cash award equal to 50% of your PIP Award; and

		[2] “Restricted Shares” of the Company’s common stock (“Shares”) under the Equity Plan. The number of Restricted Shares you receive will equal [a] the value of 50% of your PIP Award, divided by [b] the “fair market value” (as defined in the Equity Plan) of a Share on the date the Restricted Shares are granted (discounted to reflect vesting requirements) and [c] rounded up to the next whole Share.

You also will receive an award agreement describing when your cash award and Restricted Shares will vest and any other terms and conditions affecting them.

2.00 Termination of Employment

In addition to meeting the requirements described in Section 1.00, you normally will receive a PIP Award only if you are employed by the Company or any of its affiliates through the entire 200_ Performance Period and on the date the Company’s Compensation Committee (“Committee”) grants the cash award and Restricted Shares for the 200___ Performance Period under the PIP. However, if, after the 200___ Performance Period but before the cash awards 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 decides is not violative of the purpose of the PIP, you (or your beneficiary) will be paid cash (but not Restricted Shares) equal to the value of the PIP Award that you earned during the 200___ Performance Period.

3.00 Acceptance

By accepting this notice, 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.