Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - BOB EVANS FARMS INC | l40075e10vk.htm |
| EX-21 - EX-21 - BOB EVANS FARMS INC | l40075exv21.htm |
| EX-23 - EX-23 - BOB EVANS FARMS INC | l40075exv23.htm |
| EX-24 - EX-24 - BOB EVANS FARMS INC | l40075exv24.htm |
| EX-3.1 - EX-3.1 - BOB EVANS FARMS INC | l40075exv3w1.htm |
| EX-31.2 - EX-31.2 - BOB EVANS FARMS INC | l40075exv31w2.htm |
| EX-10.5 - EX-10.5 - BOB EVANS FARMS INC | l40075exv10w5.htm |
| EX-32.1 - EX-32.1 - BOB EVANS FARMS INC | l40075exv32w1.htm |
| EX-10.3 - EX-10.3 - BOB EVANS FARMS INC | l40075exv10w3.htm |
| EX-31.1 - EX-31.1 - BOB EVANS FARMS INC | l40075exv31w1.htm |
| EX-32.2 - EX-32.2 - BOB EVANS FARMS INC | l40075exv32w2.htm |
| EX-10.31 - EX-10.31 - BOB EVANS FARMS INC | l40075exv10w31.htm |
| EX-10.32 - EX-10.32 - BOB EVANS FARMS INC | l40075exv10w32.htm |
| EX-10.23 - EX-10.23 - BOB EVANS FARMS INC | l40075exv10w23.htm |
| EX-10.36 - EX-10.36 - BOB EVANS FARMS INC | l40075exv10w36.htm |
| EX-10.24 - EX-10.24 - BOB EVANS FARMS INC | l40075exv10w24.htm |
EXHIBIT 10.25
RESTRICTED STOCK AWARD NOTICE AND AGREEMENT
BOB EVANS FARMS, INC.
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AWARD NUMBER: | |
ID: 31-4421866
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PLAN: FIRST AMENDED AND RESTATED 1998 STOCK OPTION AND INCENTIVE PLAN | |
3776 SOUTH HIGH STREET |
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COLUMBUS, OH 43207 |
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OPTIONEE:
|
ID: |
EFFECTIVE
, YOU HAVE BEEN GRANTED A
RESTRICTED STOCK AWARD CONSISTING OF
SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF BOB EVANS FARMS, INC (THE
“COMPANY”). YOU WILL NOT RECEIVE THE COMMON STOCK SUBJECT TO THIS RESTRICTED STOCK AWARD UNLESS AND
UNTIL THE APPLICABLE VESTING CONDITIONS ARE SATISFIED. THESE VESTING CONDITIONS AND THE OTHER TERMS
OF THIS RESTRICTED STOCK AWARD ARE EXPLAINED ON THE REVERSE SIDE OF THIS DOCUMENT.
| BOB EVANS FARMS, INC. |
||||
| BY: | ||||
| STEWART K. OWENS CHAIRMAN AND CHIEF EXECUTIVE OFFICER | ||||
| DATE: | ||||
THIS RESTRICTED STOCK AWARD NOTICE AND AGREEMENT IS NOT A STOCK CERTIFICATE OR A NEGOTIABLE
INSTRUMENT. THE STOCK SUBJECT TO THIS RESTRICTED STOCK AWARD NOTICE AND AGREEMENT CANNOT BE
TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE ENCUMBERED UNTIL ALL APPLICABLE VESTING CONDITIONS ARE
SATISFIED.
BY YOUR RECEIPT OF THIS RESTRICTED STOCK AWARD NOTICE AND AGREEMENT, YOU AND THE COMPANY AGREE THAT
THIS RESTRICTED STOCK AWARD IS GRANTED UNDER AND GOVERNED BY THE TERMS AND CONDITIONS OF THE BOB
EVANS FARMS, INC. FIRST AMENDED AND RESTATED 1998 STOCK OPTION AND INCENTIVE PLAN, INCLUDING THE
TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE OF THIS RESTRICTED STOCK AWARD NOTICE AND
AGREEMENT.
SECTION 409A OF THE INTERNAL REVENUE CODE (“SECTION 409A”) IMPOSES SUBSTANTIAL PENALTIES ON PERSONS
WHO RECEIVE SOME FORMS OF DEFERRED COMPENSATION. YOUR RESTRICTED STOCK AWARD HAS BEEN DESIGNED TO
AVOID THESE PENALTIES. HOWEVER, BECAUSE THE INTERNAL REVENUE SERVICE HAS NOT YET ISSUED RULES FULLY
DEFINING THE EFFECT OF SECTION 409A, IT MAY BE NECESSARY TO REVISE YOUR RESTRICTED STOCK AWARD
NOTICE AND AGREEMENT IF YOU ARE TO AVOID THESE PENALTIES. BY ACCEPTING THIS RESTRICTED STOCK AWARD,
YOU AGREE TO ACCEPT THOSE REVISIONS, WITHOUT ANY FURTHER CONSIDERATION, EVEN IF THOSE REVISIONS
CHANGE THE TERMS OF YOUR RESTRICTED STOCK AWARD AND REDUCE ITS VALUE OR POTENTIAL VALUE.
Bob Evans Farms, Inc. (the “Company”) is pleased to inform you that you have been granted a
“Restricted Stock Award.” Your Award has been awarded under the Bob Evans Farms, Inc. First
Amended and Restated 1998 Stock Option and Incentive Plan (the “Plan”), which, together with this
Restricted Stock Award Notice and Agreement (“Agreement”), sets forth the terms and conditions of
this Award and is incorporated by reference into this Agreement. A prospectus describing the Plan
in more detail has been delivered to you. Copies of the Plan and the prospectus are also available
at our Compensation Department. The Plan and the prospectus contain important information and we
urge you to review them carefully.
AWARD INFORMATION
Grantee:
Grant
Date:
Number of Shares
Restricted
Stock Awarded:
WHAT IS A RESTRICTED STOCK AWARD?
A Restricted Stock Award is a grant of shares of common stock, par value $0.01, of the Company
(“Shares”), but your right to receive the Shares is subject to a risk of forfeiture and other
restrictions that will lapse or “vest” upon the occurrence of certain events. We call the Shares
subject to this Restricted Stock Award “Restricted Stock.” Until the vesting requirements are
satisfied, your Restricted Stock will be credited to an account maintained for you by the Company.
The Company will deliver unrestricted shares to you within 60 days after the last day of the month
in which applicable vesting requirements are satisfied. You will not receive certificates for the
Restricted Stock unless and until the vesting requirements are satisfied.
VESTING:
You will satisfy the vesting requirements for your Restricted Stock Award pursuant to the following
schedule:
The Following Number of Shares of Restricted Stock Will Vest On:
As soon as administratively feasible after each vesting date, you will be issued common shares
equal in number to the number of shares of Restricted Stock then vesting.
You also will satisfy the vesting requirements if you retire (as defined in the Plan), die or
become disabled (as defined in the Plan) before the dates shown in this table.
If your employment with the Company (and its subsidiaries) ends for any reason (other than
retirement, death or disability) before the dates specified in the table above, you will forfeit
the unvested portion of the Restricted Stock credited to your account.
EFFECT OF A CHANGE IN CONTROL OF THE COMPANY: This Award will vest immediately and become fully
exercisable if, within 36 months after a change in control of the Company, the Plan is terminated
and not replaced simultaneously with a similar program providing comparable benefits. A “change in
control” is defined in the Plan.
RESTRICTIONS ON TRANSFER OF RESTRICTED STOCK: You may not pledge, transfer, assign, mortgage, sell
or otherwise dispose or encumber any of the shares subject to this Restricted Stock Award until
they are vested. Additionally, no interest in your Restricted Stock Award may be subject to seizure
for the payment of debts, judgments, alimony, or be reached or transferred in the event you become
bankrupt or insolvent until those shares vest. Once the vesting requirements are satisfied, the
Company does not impose any restrictions on the resale of the Shares issued to you. However,
certain restrictions may be imposed by the federal securities laws on the resale of the Shares you
acquire under the Plan. See “Section 16 Officers and Affiliates” below.
RIGHTS AS A STOCKHOLDER: During the period in which your Restricted Stock has not vested, you will
have all of the rights of a stockholder of the Company with respect to the Restricted Stock,
including the right to vote the Restricted Stock and to receive cash dividends paid on the
Restricted Stock (any dividends paid in Company stock will be held in the escrow account and
distributed or forfeited when the shares upon which they were paid are distributed or forfeited).
However, you will not be entitled to receive dividends or vote on matters with record dates prior
to the Grant Date, or record dates on or after the date you forfeit your Restricted Stock Award.
TAX WITHHOLDING: The Company must withhold federal, state and local taxes in connection with the
vesting of your Restricted Stock and the Company has the right to require these payments from you.
Unless you pay the Company the amount of these taxes in cash within 90
days of the date your Restricted Stock Award vests, the Company will withhold a number of the
Shares of Restricted Stock you would otherwise receive having a “Fair Market Value” equal to the
amount of tax withholding liability. The “Fair Market Value” of the Company’s Shares, on any given
date, is the last reported closing price of the Shares on the NASDAQ National Market System.
TAX CONSEQUENCES: This brief discussion of the federal tax rules that affect your Restricted Stock
Award is provided as general information (not as personal tax advice) and is based on the Company’s
understanding of federal tax laws and regulations in effect as of the date of this Restricted Stock
Award.
YOU SHOULD CONSULT WITH A TAX OR FINANCIAL ADVISER TO ENSURE YOU FULLY UNDERSTAND THE TAX
RAMIFICATIONS OF YOUR RESTRICTED STOCK AWARD.
You will not be required to pay ordinary income taxes on the value of this Restricted Stock Award
when issued. However, you will be required to pay federal, state and local income, wage and
employment taxes when the vesting requirements are met. The amount taxed is the full Fair Market
Value of the Restricted Stock on the date the vesting requirements are satisfied. The Company must
withhold these taxes (see discussion of “Tax Withholding”). When you sell the Shares you acquire
through this Restricted Stock Award, the difference between their Fair Market Value when sold and
the Fair Market Value on the vesting date will be taxed as a long term capital gain (or loss), if
you sell the Shares more than one year after the vesting date, or as a short term capital gain (or
loss), if you sell the Shares one year or less after the vesting date.
PLAN CONTROLS: The terms contained in the Plan are incorporated into and made a part of this
Agreement and this Agreement shall be governed by and construed in accordance with the terms of the
Plan. In the event of any actual or alleged conflict between the terms of the Plan and terms of
this Agreement, the terms of the Plan shall be controlling and determinative.
SECTION 16 OFFICERS AND AFFILIATES: If you are an executive officer of the Company subject to the
requirements of Section 16 of the Securities Exchange Act of 1934, as amended, you are responsible
for ensuring that all the requirements of Section 16 are met, including filing notices of your
receipt of this Restricted Stock Award with the Securities and Exchange Commission on a Form 4.
Additionally, certain restrictions are imposed by the federal securities laws on the resale of
Shares acquired under the Plan by persons deemed to be “affiliates” of the Company. An “affiliate”
is a person who possesses the power (direct or indirect) to direct or cause the direction of the
Company’s management or policies.