(a) | Grant. The Company hereby grants you the number of RSUs specified on Appendix A, subject to the terms and conditions of the Plan and this Award. |
(b) | Restricted Stock Unit Account. The Company will maintain an account (the “Account”) on its books in your name to reflect the number of RSUs awarded to you. The Account is for recordkeeping purposes only, and no assets or other amounts shall be set aside from the Company’s general assets with respect to such Account. |
(c) | Restricted Period. The period prior to the vesting date with respect each RSU is referred to as the “Restricted Period.” Subject to the provisions of the Plan and this Award, unless vested or forfeited earlier as described in this Award, as applicable, your RSUs will become vested and be settled as indicated on the attached Appendix A. |
(d) | Disability or Death. If during the Restricted Period you have a Termination of Service by reason of Disability or death, then any unvested RSUs will become vested and be settled as indicated on the attached Appendix A. |
(e) | Retirement. If you have a Termination of Service by reason of Retirement (as defined in the Plan), then you shall thereupon forfeit any RSUs that are still in a Restricted Period on your termination date. |
(f) | Involuntary Termination of Service. If during the Restricted Period you have a Termination of Service by reason of an involuntary (as determined by the Committee) Termination of Service not for Cause, or for Good Reason, then you shall thereupon forfeit any RSUs that are still in a Restricted Period on your termination date. |
(i) | Settlement Following Change in Control. If you have a Termination of Service by reason of Change of Control (as defined in the Plan), then upon the action of the Compensation Committee or the Board of Directors at such time, any unvested RSUs may continue to vest based on the original vesting schedule. |
2. | Related DERs. |
(a) | Each RSU entitles the Participant to receive one DER on the date the RSU is settled, as described herein. 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 Award shall be payable in cash, without interest, at such time as the RSU to which the DER relates is settled pursuant to this Award. |
(b) | If dividends are paid in the form of shares of Common Stock rather than cash, then your Account will be credited with one additional RSU, as applicable, for each share of Common Stock that would have been received as a dividend had your outstanding RSUs been shares of Common Stock which additional RSU shall be payable, at such time as the RSU to which the DER relates is settled pursuant to this Award. |
(c) | In the event that a RSU is forfeited pursuant to this Award, the related DER shall also be forfeited and the Participant shall have no right to payment of any accumulated dividend amounts or shares. |
3. | Transfer Restrictions. Until a RSU or DER becomes vested the RSU or DER 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 7(a), the Participant may designate a beneficiary to receive any Shares to be settled after the Participant dies. |
4. | Award Subject to Recoupment Policy. If the Participant is an “executive officer” of the Company as defined in Rule 3b-7 under the Securities Exchange Act of 1934, then this Award is subject to the Bob Evans Farms, Inc. Executive Compensation Recoupment Policy (“Recoupment Policy”). The Award, or any amount traceable to the Award, shall be subject to the recoupment obligations described in the Recoupment Policy. |
5. | Award Subject to Non-Competition and Confidentiality Policy. This Award is subject to the Bob Evans Farms, Inc. non-competition and confidentiality policy and the Participant’s adherence to said policy. |
6. | Restrictive Covenants. Unless the Committee otherwise agrees in writing, any outstanding unvested RSUs and related to the DERs 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 |
(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. |
7. | 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. 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 or per an online or web based system used by the Company, and shall be subject to any terms and conditions that the Committee, in its sole discretion, deems appropriate. |
(c) | Governing Law. This Award 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. |
(e) | Award Subject to the Plan. This Award is subject to the terms and conditions described in this Award and the Plan, which is incorporated by reference into and made a part of this Award. The Plan as it may be amended from time to time is incorporated into this Award by this reference. In the event of a conflict between the terms of the Plan and the terms of this Award, the terms of the |
(f) | No Rights as Shareholder. You have no rights as a shareholder of the Company with respect to the RSUs or DERs until such time as the Common Stock issued in settlement has been recorded in your name in book entry form. Until that time, you shall not have any shareholder rights. |
(g) | Rejection. The Participant may reject this Award and forfeit the Award 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 Award is rejected pursuant to this Section 7(g), the RSUs, cash bonus and DERs evidenced by this Award shall be forfeited, and neither the Participant nor the Participant’s heirs, executors, administrators and successors shall have any rights with respect thereto. |
1. | Name of Participant: ___________________________ |
2. | Grant Date: June 23, 2016 (the “Grant Date”) |
3. | Restricted Stock Units (RSUs): __________ |
4. | RSU/DER Vesting Schedule: |
• | 33% on June 23, 2017; |
• | 33% on June 23, 2018, and |
• | 33% on June 23, 2019 (all remaining shares). |