This Executive Recoupment Policy Acknowledgement and Agreement
(this “Agreement”) is
entered into as of the
, 2009, between Bob Evans Farms, Inc. (the “Company”) and
Whereas, the Executive is an “executive officer” of the Company as defined in Rule
3b-7 under the Securities Exchange Act of 1934;
Whereas, the Company’s Board of Directors has adopted the Bob Evans Farms, Inc.
Executive Compensation Recoupment Policy (the “Policy”); and
Whereas, in consideration of and as a condition to the receipt of future annual cash
and stock-based awards, performance-based compensation and other forms of cash or equity
compensation made under the Company’s 2006 Equity and Cash Incentive Plan and any other plans or
programs adopted by the Company after the date of this Agreement (collectively, “Awards”), the
Executive and the Company are entering into this Agreement;
Now, therefore, the Company and the Executive hereby agree as follows:
1. The Executive acknowledges receipt of the Policy, a copy of which is attached hereto as
Annex A and is incorporated into this Agreement by reference. The Executive has read and
understands the Policy and has had the opportunity to ask questions to the Company regarding the
2. The Executive hereby acknowledges and agrees that the Policy shall apply to any and all
Awards granted to the Executive after the date of this Agreement, and all such Awards shall be
subject to recoupment under the Policy.
3. Any applicable Award agreement, Award statement or terms and conditions relating to any
future Awards made to the Executive shall be deemed to include the restrictions imposed by the
4. The recoupment of Awards pursuant to the Policy and this Agreement 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 available to the Company. This Agreement and the 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.
5. The Executive acknowledges that the Executive’s execution of this Agreement is in
consideration of, and is a condition to, the receipt by the Executive of future Awards from the
Company; provided, however, that nothing in this Agreement shall be deemed to obligate the Company
to make any Awards to the Executive in the future.
6. This Agreement will be governed by and construed in accordance with the laws of the State
of Ohio, without regard to the laws of Ohio that would result in the application of the laws of any
other state. This Agreement may be executed in two or more counterparts, and by facsimile and
electronic transmission, each of which will be deemed to be an original but all of which, taken
together, shall constitute one and the same Agreement.