EXHIBIT 10(t)
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BOB EVANS FARMS, INC. AND AFFILIATES
SECOND AMENDED AND RESTATED
EXECUTIVE DEFERRAL PROGRAM
Originally effective January 1, 1999
First Amendment and Restatement effective June 14, 1999
Second Amendment and Restatement effective May 1, 2002
TABLE OF CONTENTS
ARTICLE I DEFINITIONS................................................................................ 1
ARTICLE II PARTICIPATION.............................................................................. 5
2.01. Eligibility and Election to Participate.................................................... 5
2.02. Designation of Beneficiary................................................................. 5
ARTICLE III CONTRIBUTIONS.............................................................................. 6
3.01. Participant Deferrals...................................................................... 6
3.02. Employer Nonqualified Matching Contributions............................................... 6
3.03. Discretionary Employer Contributions....................................................... 7
ARTICLE IV MEMBERS' ACCOUNTS, ALLOCATIONS............................................................. 7
4.01. Member's Accounts.......................................................................... 7
4.02. Allocations to Distribution Accounts....................................................... 8
4.03. Calculating Net Gains or Losses; Crediting of Accounts..................................... 8
4.04. Limitation on Reversion of Contributions................................................... 9
ARTICLE V INVESTMENT OF CONTRIBUTIONS AND VALUATION OF FUNDS......................................... 9
5.01. Investment Funds........................................................................... 9
5.02. Valuation of Trust Fund.................................................................... 9
ARTICLE VI AMOUNT AND DISTRIBUTION OF BENEFITS........................................................ 9
6.01. Distribution Events........................................................................ 9
6.02. Specified Distributions....................................................................10
6.03. Death Benefits.............................................................................11
6.04. Disability Benefits........................................................................11
6.05. Hardship Withdrawals.......................................................................11
6.06. Amount and Payment of Withdrawals..........................................................11
6.07. Vested Benefits............................................................................12
6.08. Distribution of Benefits...................................................................14
ARTICLE VII PLAN COMMITTEE.............................................................................14
7.01. Appointment of Committee...................................................................14
7.02. Powers and Duties..........................................................................14
7.03. Actions by the Committee...................................................................15
7.04. Interested Committee Members...............................................................15
7.05. Indemnification............................................................................15
7.06. Conclusiveness of Action...................................................................15
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7.07. Payment of Expenses........................................................................15
7.08. Claims Procedure...........................................................................16
ARTICLE VIII AMENDMENT TO THE PLAN......................................................................17
8.01. Right to Amend.............................................................................17
8.02. Amendment Procedure........................................................................17
ARTICLE IX TERMINATION OF THE PLAN....................................................................17
9.01. Right to Terminate.........................................................................17
9.02. Plan Merger and Consolidation..............................................................18
9.03. Successor Employer.........................................................................18
ARTICLE X UNFUNDED PLAN..............................................................................18
ARTICLE XI MISCELLANEOUS..............................................................................18
11.01. Voluntary Plan.............................................................................18
11.02. Non-alienation of Benefits.................................................................19
11.03. Inability to Receive Benefits..............................................................19
11.04. Lost Members...............................................................................19
11.05. Limitation of Rights.......................................................................19
11.06. Invalid Provision..........................................................................19
11.07. One Plan...................................................................................20
11.08. Governing Law..............................................................................20
FORMS
Bonus Deferral Notice......................................................................................21
Bonus Deferral Notice Enrollment Form......................................................................
Salary Deferral Notice.....................................................................................27
Annual Salary Enrollment Form..............................................................................28
Award Deferral Notice......................................................................................33
Award Deferral Notice Enrollment Form......................................................................34
Award Gain Deferral Notice.................................................................................38
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BOB EVANS FARMS, INC. AND AFFILIATES
------------------------------------
SECOND AMENDED AND RESTATED
EXECUTIVE DEFERRAL PROGRAM
--------------------------
Effective January 1, 1999, Bob Evans Farms, Inc. ("Corporation") adopted the Bob
Evans Farms, Inc. and Affiliates Executive Deferral Program ("Plan") to provide
deferred compensation to a select group of its management or highly compensated
employees. Effective June 14, 1999, Bob Evans Farms, Inc. amended and restated
the Plan to allow it to make Discretionary Employer Contributions to the
Accounts of selected Members. Effective May 1, 2002, the Corporation adopts this
second amended and restated version of the Plan. This Plan is intended to be an
unfunded, nonqualified program of deferred compensation within the meaning of
Title I of ERISA.
ARTICLE I
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DEFINITIONS
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Whenever used in this Plan, the following words and phrases will have the
meanings given below. Also, the singular form of any term will include the
plural, the plural form will include the singular, the masculine pronoun will
include the feminine and the feminine pronoun will include the masculine. Other
words and phrases also may be defined in the Plan text.
ACCOUNTS means the Nonqualified Employee Deferral Account, Employer Nonqualified
Matching Contribution Account and Award Deferral Account established for each
Participant under Section 4.01(a), (b) and (c) and the Discretionary Employer
Contribution Account established under Section 4.01(d) for any Member for whose
benefit the Employer makes a Discretionary Employer Contribution.
AWARD means any equity award (other than an incentive stock option) issued to a
Participant under (and subject to the terms of) any stock option plan maintained
by the Corporation other than the Bob Evans Farms, Inc. Nonqualified Stock
Option Plan or the Bob Evans, Inc. 1994 Long Term Incentive Plan or other Plan
designated by the Corporation.
AWARD DEFERRAL ACCOUNT means the account established for each Participant to
which the deferrals described in Section 3.01(b) are allocated.
AWARD GAIN means the amount that otherwise would be taxable to a Participant
upon the exercise of an Award but which the Participant, by completing the
appropriate Deferral Notice, has elected to defer to his or her Award Deferral
Account.
BENEFICIARY means the person designated by a Member under Section 2.02 to
receive any death benefits payable under Section 6.03.
BOARD OF DIRECTORS OR BOARD means the Corporation's board of directors.
CHANGE AGREEMENT means an individual agreement between the Corporation and any
Member describing the effect of a Change in Control.
CHANGE IN CONTROL MEANS:
(a) With respect to any Member who is a party to a Change Agreement, a "change
in control" as defined in (and subject to the terms of) that Member's Change
Agreement;; and
(b) With respect to all Members, approval by the Corporation's stockholders of a
definitive agreement (i) to merge or consolidate the Corporation with or into
another corporation in which the Corporation is not the continuing or surviving
corporation or pursuant to which any of the Corporation's common stock [or any
security issued in substitution, exchange or in lieu of the Corporation's common
stock ("Common Shares")] would be converted into cash, securities or other
property of another corporation, other than a merger of the Corporation in which
holders of the Corporation's 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 (ii) within a
12-consecutive calendar month period, to sell or otherwise dispose of 50 percent
or more of the book value of the Group's assets. For purposes of this
definition, "book value" will be established on the basis of the latest
consolidated financial statement the Corporation filed with the Securities and
Exchange Commission before the date any 12-consecutive calendar month
measurement period began.
CODE means the Internal Revenue Code of 1986, as amended.
COMMITTEE means the Plan Committee described in Article VII.
COMPENSATION means (a) each Participant's taxable remuneration earned from an
Employer after the latest of (i) the Effective Date, (ii) the date he or she
becomes a Participant or (iii) the date specified in the Participant's Deferral
Notice, (b) reduced by any non-cash remuneration and (c) increased by deferrals
made during the same period under (i) the Qualified 401K Plan, (ii) this Plan
and (iii) any cafeteria plan maintained by a Group Member pursuant to Code
s125.
DEFERRAL NOTICE means the Salary Deferral Notice, the Bonus Deferral Notice and
the Award Deferral Notice that each Eligible Employee completes to specify the
portion of his or her regular Compensation, periodic bonus and Award Gain to be
deferred to the Plan. Although a copy of this form is attached to the Plan, it
is not a part of the Plan and may be modified by the Committee without separate
action by the Board.
DISCRETIONARY EMPLOYER CONTRIBUTION ACCOUNT means the account established for
any Member for whom the Employer elects to make a Discretionary Employer
Contribution and to which those contributions are allocated as described in
Section 3.03.
DISTRIBUTION ACCOUNTS means the In-Service Distribution Account established
under Section 6.02(a), the Education Distribution Account established under
Section 6.02(b) and the Retirement Distribution Account established under
Section 6.02(c).
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EFFECTIVE DATE means January 1, 1999, with respect to the Plan, June 14, 1999,
with respect to the first amendment and restatement of the Plan and May 1, 2002,
with respect to the second amendment and restatement of the Plan.
ELIGIBLE EMPLOYEE means each person employed by a Group Member who (a) is a
member of its select group of management or is a highly compensated employee and
(b) has met the eligibility conditions described in Article II.
EMPLOYER means the Group Member by which a Member is directly employed on the
date of any event, act or occurrence described in this Plan. If, without
interruption, a Member becomes a common law employee of a Group Member other
than the Employer, that Group Member will automatically become that Member's
"Employer" under this Plan and will be fully liable as the Member's Employer for
all obligations arising under this Plan with respect to that Member during the
period of that employment relationship.
EMPLOYER NONQUALIFIED MATCHING CONTRIBUTION ACCOUNT means the account
established for each Participant to which Employer contributions described in
Section 3.02 are allocated.
ENROLLMENT FORM means the form that each Eligible Employee must complete before
he or she may participate in the Plan. To be effective, this notice must include
all of the information described in Section 2.01(b). Although a copy of this
form is attached to the Plan, it is not a part of the Plan and may be modified
by the Committee without separate action by the Board.
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
FORFEITURES means the amount of a Member's Employer Nonqualified Matching
Contribution Account and Discretionary Employer Contribution Account, if any,
that the Member is not entitled to receive because he or she terminates
employment before meeting the conditions described in Section 6.07.
GROUP means a controlled group of corporations or of a commonly controlled group
of trades or businesses [as defined in Code ss.ss.414(b) and (c), as modified by
Code ss.415(h)] or of an affiliated service group [as defined in Code ss.414(m)]
or other organization described in Code ss.414(o) that includes the Corporation.
GROUP MEMBER means each entity that is a member of the Group.
INACTIVE PARTICIPANT means a Participant who (a) is actively employed by a Group
Member but (i) no longer meets the eligibility conditions described in Section
2.01, (ii) has suspended his or her deferrals under Section 3.01(c) or (b) has
terminated employment with all Group Members but has not received a complete
distribution of his or her Account balance.
INVESTMENT FUNDS means the funds established by the Committee under Section 5.01
to measure the investment gains and losses attributable to each Member's
Accounts.
MEMBER means collectively, (a) a Participant or (b) an Inactive Participant.
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NONQUALIFIED EMPLOYEE DEFERRAL ACCOUNT means the account established for each
Participant to which the deferrals described in Section 3.01(a) are allocated.
PARTICIPANT means an Eligible Employee who is participating in the Plan as
provided in Section 2.01.
PLAN means the Bob Evans Farms, Inc. and Affiliates Second Amended and Restated
Executive Deferral Program, as described in this
document and as it may be amended.
PLAN YEAR means each 12-month period that begins on January 1, 1999 (and
anniversaries of that date) while the Plan is in effect.
QUALIFIED 401K LIMIT means the portion of his or her Compensation that a
Participant could contribute to the Qualified 401K Plan but for (a) the limits
imposed by Code (delta)(delta)401(a)(17), 402(g) and 415 and (b) the actual
deferral percentage for highly compensated employees calculated under the
Qualified 401K Plan.
QUALIFIED 401K PLAN means the Bob Evans Farms, Inc. and Affiliates 401K
Retirement Plan, as it may be amended.
SPOUSE OR SURVIVING SPOUSE means an individual who is legally married to a
Member.
TRUST AGREEMENT means the agreement, and any amendments to that agreement,
between the Corporation and the Trustee providing for the management, investment
and disbursement of funds held in the Trust Fund.
TRUST FUND means the fund established under the Trust Agreement. The Trust Fund
may be comprised of one or more Investment Funds.
TRUSTEE means the bank, trust company or individual designated by the
Corporation to hold and invest the Trust Fund and to pay Plan benefits and
expenses authorized by the Committee.
2000 ACCOUNT means the separate account established for the benefit of each
Member for whom the Corporation made an additional, nonrecurring contribution as
of January 1, 2000. Except as otherwise provided in this Plan, each 2000 Account
will be administered and distributed as if it is part of the affected Member's
Discretionary Employer Contribution Account.
VALUATION DATE means the last day of each calendar quarter during each Plan
Year, or more frequent periods if the Committee, in its sole discretion, decides
that more frequent valuations are needed for any reason.
YEARS OF VESTING SERVICE means "Years of Service," calculated for vesting
purposes under the Qualified 401K Plan.
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ARTICLE II
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PARTICIPATION
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2.01. ELIGIBILITY AND ELECTION TO PARTICIPATE.
----------------------------------------
(a) In its sole discretion, the Committee will decide which Eligible Employees
may participate in the Plan and the earliest date on which they may participate.
The Committee also will calculate and apprise Participants of the applicable
Qualified 401K Limit for each Plan Year.
(b) Before he or she may participate in the Plan, each Eligible Employee must
complete:
(i) An Enrollment Form specifying (A) the date on which the Eligible
Employee elects to participate (which may not be earlier than the date
specified by the Committee), (B) the Distribution Accounts to which
these deferrals will be allocated and when these amounts will be
distributed (Section 6.02), (C) if appropriate, how his or her Accounts
will be distributed (Section 6.06), (D) how the value of his or her
Accounts will be measured (subject to the restrictions imposed under
Section 5.01, and (E) his or her Beneficiary. The elections made in an
Enrollment Form will continue to be effective until changed as provided
in Section 3.01(c); and
(ii) A Salary Deferral Notice, to specify the portion of his or her
regular Compensation to be deferred to the Plan and/or a Bonus Deferral
Notice, to specify the portion of his or her bonus to be deferred to
the Plan. The elections made in these forms will continue to be
effective until changed as provided in Section 3.01(c) and an Award
Deferral Notice, to specify the portion of his or her Award Gain to be
deferred to the Plan.
(c) An Eligible Employee will continue to participate until the earlier of the
date he or she (i) becomes an Inactive Participant or (ii) terminates employment
with all Group Members.
2.02. DESIGNATION OF BENEFICIARY
--------------------------
(a) Each Eligible Employee must designate one or more Beneficiaries when he or
she completes an Enrollment Form. Unless a Member who designates more than one
Beneficiary also specifies the sequence or the portion of the death benefit to
be paid to each Beneficiary, the death benefit will be paid in equal shares to
all named Beneficiaries.
(b) A Member may change his or her Beneficiary at any time by identifying the
new Beneficiary in the appropriate portion of a revised Enrollment Form and
delivering that completed form to the Committee. No change of Beneficiary will
be effective until the revised Enrollment Form is received by the Committee. The
identity of a Member's Beneficiary will be based only on the designation in the
form described in this section and will not be inferred from any other evidence.
(c) If a Member has not made an effective Beneficiary designation or if his or
her Beneficiary dies before the Member, Plan death benefits will be paid to the
Member's Surviving Spouse. If there is no Surviving Spouse, these death benefits
will be paid to (i) the Member's
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issue, then living, per stirpes; or, if there are none (ii) the Member's
executors or administrators. Any minor's share of a Plan death benefit will be
paid to the adult who has been appointed to act as the minor's legal guardian
and who has assumed custody and support of that minor.
(d) The Member and the Beneficiary (and not the Committee) are responsible
for ensuring that the Committee has the Beneficiary's current address.
ARTICLE III
-----------
CONTRIBUTIONS
-------------
3.01. PARTICIPANT DEFERRALS
---------------------
(a) Each Eligible Employee may elect for each Plan Year to defer up to (i) 100
percent of the bonus component of his or her Compensation plus (ii) 25 percent
of his or her regular Compensation (i.e., Compensation excluding any bonus)
reduced by (iii) his or her Qualified 401K Limit for that same Plan Year. These
amounts will be credited to the Participant's Nonqualified Employee Deferral
Account.
(b) Each Eligible Employee also may elect to defer all or a portion of his or
her Award Gain. These amounts will be credited to the Eligible Employee's Award
Deferral Account.
(c) A Participant may change or suspend the amount being deferred by revising
the appropriate Deferral Notice or Enrollment Form. Any change, including a
complete cessation of deferrals under Section 3.01(a) or 3.01(b), will not be
effective until the Plan Year that begins after the revised Deferral Notice is
received by the Committee. A Participant who suspends his or her deferrals may
rejoin the Plan by returning to the Committee a completed Enrollment Form and a
completed Salary Deferral Notice, a Bonus Deferral Notice and/or an Award
Deferral Notice that includes all of the information described in Section
2.01(b). This new election will be effective on the later of (i) the date
specified in the Enrollment Form or (ii) the first day of the next Plan Year but
only if the Inactive Participant is then an Eligible Employee.
(d) Participant deferrals (other than Award Gains) will be made only by payroll
deductions authorized by the Participant. Award Gains deferred under Section
3.01(b) will be made by crediting the amount of the deferred Award Gain to the
Award Deferral Account established under Section 4.01(c) for the deferring
Participant.
(e) Deferral elections will automatically be suspended with respect to any
Participant who makes a hardship withdrawal from the Qualified 401K Plan. This
suspension period will be coterminous with the suspension period prescribed
under the Qualified 401K Plan and will apply to all deferrals that otherwise
would have been applied during that period. At the end of that suspension
period, deferrals to this Plan will resume under the terms of the Deferral
Notice in effect when the suspension began (or as modified subject to the terms
of this section).
3.02. EMPLOYER NONQUALIFIED MATCHING CONTRIBUTIONS
--------------------------------------------
(a) Each Employer intends to make annual contributions to the Plan from its
current or accumulated profits. This contribution will be calculated for each
Plan Year under the following formula:
6
(i) The percentage of compensation to be matched under the Qualified
401K Plan for that Plan Year, minus
(ii) The actual deferral percentage for all highly compensated
employees calculated for that Plan Year under the Qualified 401K Plan,
multiplied by
(iii) The rate at which deferrals are matched under the Qualified 401K
Plan for that Plan Year.
(b) Employer Nonqualified Matching Contributions made under this formula will be
allocated to the Employer Nonqualified Matching Contribution Accounts of
Participants who both (i) deferred a portion of their Compensation (through
either a Salary Deferral Notice and/or a Bonus Deferral Notice, but not an Award
Deferral Notice) to the Plan for the Plan Year for which the matching
contribution is made and (ii) are employed by a Group Member on the last day of
the Plan Year for which the contribution is made. However, no Employer
Nonqualified Matching Contribution will be made with respect to any deferred
Award Gain for any Plan Year.
3.03. DISCRETIONARY EMPLOYER CONTRIBUTIONS
------------------------------------
Periodically after June 14, 1999, the Employer may allocate amounts, in addition
to those described in Section 3.02, to the Discretionary Employer Contribution
Account of one or more Members. The amount contributed and the Members affected
are wholly within the Employer's discretion.
ARTICLE IV
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MEMBERS' ACCOUNTS; ALLOCATIONS
------------------------------
4.01. MEMBERS' ACCOUNTS
-----------------
The Committee will maintain:
(a) An Employer Nonqualified Matching Contribution Account to record the
Participant's share of:
(i) The Employer Nonqualified Matching Contributions calculated under
Section 3.02, adjusted by the net income, gains or losses attributable
to those amounts (Section 4.03); minus
(ii) Any distributions made from this Account.
(b) A Nonqualified Employee Deferral Account to record:
(i) The Participant's deferrals calculated under Section 3.01(a),
adjusted by the net income, gains or losses attributable to those
amounts (Section 4.03); minus
(ii) Any withdrawals or distributions made from this Account.
(c) An Award Deferral Account to record:
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(i) The Participant's deferrals calculated under Section 3.01(b),
adjusted by the net income, gains or losses attributable to those
amounts (Section 4.03); minus
(ii) Any withdrawals or distributions made from this Account.
(d) A Discretionary Employer Contribution Account to record:
(i) The Discretionary Employer Contribution made under Section 3.03,
if any, adjusted by the net income, gains or losses attributable to
those contributions (Section 4.03); minus
(ii) Any distributions made from this Account.
4.02. ALLOCATIONS TO DISTRIBUTION ACCOUNTS
------------------------------------
(a) When completing an Enrollment Form, each Eligible Employee may direct that
the deferrals made under Section 3.01 be allocated among one or more of three
Distribution Accounts. These accounts are (i) an In-Service Distribution
Account, that will be distributed under the terms of Section 6.02(a), (ii) an
Education Distribution Account, that will be distributed under the terms of
Section 6.02(b) and (iii) a Retirement Distribution Account, that will be
distributed under the terms of Section 6.02(c). This designation may be changed
by filing a revised Enrollment Form with the Committee. Any change transferring
previously allocated amounts from one Distribution Account to another will be
effective only if the revised Enrollment Form is returned to the Committee at
least 12 months and one day before the amount to be transferred otherwise would
have been distributable under the terms of the most recent election. Any change
affecting amounts to be deferred prospectively will be effective only with
respect to deferrals made after the later of (iv) the date specified in the
revised Enrollment Form or (v) the first day of the next Plan Year.
(b) If an Eligible Employee does not specify the Distribution Accounts to which
his or her deferrals are to be allocated, the full value of his or her Accounts
will be allocated to the Retirement Distribution Account.
(c) A Member's share of the Employer Nonqualified Matching Contribution Account
and Discretionary Employer Contribution Account, if any, always will be
allocated to his or her Retirement Distribution Account [Section 6.02(c)].
4.03. CALCULATING NET GAINS OR LOSSES; CREDITING OF ACCOUNTS
------------------------------------------------------
As of each Valuation Date, the fair market value of each Investment Fund will be
calculated under Section 5.02. Any increase or decrease in the value of each
Investment Fund, less associated administrative and other Plan expenses
described in Section 7.07, will be allocated to the Accounts of each Member who
invested in that fund since the preceding Valuation Date. This allocation will
be based on (a) the value of the Investment Fund on the preceding Valuation Date
and (b) the portion of that value comprised of the Member's Accounts.
8
4.04. LIMITATION ON REVERSION OF CONTRIBUTIONS
----------------------------------------
Except as provided in the Trust Agreement, all deferrals, Employer Nonqualified
Matching Contributions and Discretionary Employer Contributions will be held for
the exclusive benefit of Members and their Beneficiaries and may not revert to
any Group Member. However, any Employer Nonqualified Matching Contribution or
Discretionary Employer Contribution that is made by a Group Member under a
mistake of fact may be returned to the Group Member within one year after it is
contributed to the Plan or, in the Group Member's discretion, may be applied to
offset future Employer Nonqualified Matching Contributions or Discretionary
Employer Contributions in any manner or combination that the Group Member
elects.
ARTICLE V
---------
INVESTMENT OF CONTRIBUTIONS AND VALUATION OF FUNDS
--------------------------------------------------
5.01. INVESTMENT FUNDS
----------------
The Committee will establish and maintain one or more Investment Funds that will
be used to measure the value of each Member's Accounts. The Trustee will account
for each Member's investment in each Investment Fund as if that investment had
actually been made, although neither the Employer nor the Trustee is obliged to
make the investment chosen by the Member. Each Member must select the Investment
Fund or funds that will be used to measure the value of his or her Accounts by
completing the appropriate section of the Enrollment Form. Rules and regulations
relating to investment selections, including the frequency with which investment
selections may be changed and the minimum percentage of a Member's Account that
may be treated as invested in each Investment Fund, will be established, from
time to time, by the Committee and announced to Members.
5.02. VALUATION OF TRUST FUND
-----------------------
As of each Valuation Date, the Trustee will determine the actual market value of
the Trust Fund and the value of each Investment Fund established by the
Committee under Section 5.01. The value of each Investment Fund will be
calculated as if it had been invested as directed by Members. The value of each
Investment Fund will be allocated to Members' Accounts as provided in Section
4.03. If the value of the Trust Fund is greater than the combined values of all
Investment Funds, the excess will be applied to reduce the Employer Nonqualified
Matching Contributions for the current or next Plan Year or, at the Employer's
discretion, may be allocated as a Discretionary Employer Contribution for that
same period.
ARTICLE VI
----------
AMOUNT AND DISTRIBUTION OF BENEFITS
-----------------------------------
6.01. DISTRIBUTION EVENTS
-------------------
Subject to Section 6.02, Members' Accounts will be distributed at the earlier of
(a) the time the Member specifies in his or her Enrollment Form [Section
2.01(b)] or (b) the date the Member (i) dies (Section 6.03), (ii) becomes
disabled (Section 6.04), (iii) incurs a financial hardship (Section 6.05) or
(iv) terminates employment with all Group Members.
9
6.02. SPECIFIED DISTRIBUTIONS
-----------------------
Subject to Section 9.01, when completing an Enrollment Form, each Eligible
Employee must specify the date that the vested value of his or her Accounts will
be distributed and the portion of his or her Nonqualified Employee Deferral
Account and Award Deferral Account that is to be allocated to each Distribution
Account. Once made, this selection will continue to apply until it is changed,
subject to the limitations described in Section 4.02. Nevertheless, amounts
credited to a Member's Employer Nonqualified Matching Contribution Account and
Discretionary Employer Contribution Account will always be credited to the
Member's Retirement Distribution Account [see Section 6.02(c)]. Amounts
allocated to a Distribution Account will be distributed under the following
terms:
(a) IN-SERVICE DISTRIBUTION ACCOUNT. The value of amounts allocated to a
Member's In-Service Distribution Account will be distributed on the earliest of
the date the Member (i) specified in his or her Enrollment Form, (ii) dies
(Section 6.03), (iii) becomes disabled (Section 6.04) or (iv) incurs a financial
hardship (Section 6.05).
(b) EDUCATION DISTRIBUTION ACCOUNT. The value of amounts credited to a Member's
Education Distribution Account will be distributed (i) beginning on the date
specified by the Member in his or her Enrollment Form or (ii) on the earliest of
the date the Member (A) dies (Section 6.03), (B) becomes disabled (Section 6.04)
or (C) incurs a financial hardship (Section 6.05).
(c) RETIREMENT DISTRIBUTION ACCOUNT. The vested value of amounts credited to a
Member's Retirement Distribution Account will be distributed beginning on the
earlier of the date the Member (i) specifies in his or her Enrollment Form
Notice, (ii) dies (Section 6.03), (iii) becomes disabled (Section 6.04), (iv)
incurs a financial hardship (Section 6.05) or (v) terminates employment after
reaching age 55 [Section 6.06(a)].
(d) FAILURE TO SPECIFY DISTRIBUTION ACCOUNT. A Member who fails to specify to
which Distribution Account his Accounts will be allocated will be treated as
having elected to have the full value of his Accounts allocated to a Retirement
Distribution Account.
(e) EFFECT OF TERMINATION BEFORE AGE 55. Subject to Section 6.07, any amount
credited to the Account of a Member who terminates employment with all Group
Members before he or she reaches age 55 will be distributed in a single lump sum
as soon as administratively possible after that termination occurs.
(f) MODIFICATION OF DISTRIBUTION DATES. A Member may change the distribution
dates described in Sections 6.02(a), (b) and (c) but only if (i) he or she
returns to the Committee a completed Enrollment Form specifying the new
distribution date and the Distribution Account (or portion of that account) to
which it relates, (ii) that completed Enrollment Form specifies a new
distribution date and (iii) the Enrollment Form deferring the distribution date
is returned to the Committee at least 12 months and one day before the
previously specified distribution date.
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6.03. DEATH BENEFITS.
--------------
The undistributed value of the Accounts established for a deceased Member will
be paid to that Member's Beneficiary as of the Valuation Date following the
Member's death. Any Beneficiary claiming a death benefit under the Plan must
provide the Committee with satisfactory proof of the Member's death before any
death benefit will be paid. Distributions from this account will be made in the
form described in Section 6.06.
6.04. DISABILITY BENEFITS
-------------------
A Member who becomes disabled before terminating employment with all Group
Members will receive a distribution of 100 percent of the undistributed value of
his or her Accounts, determined as of the Valuation Date following the date of
disability. A Member will be considered disabled on the date that it is
established by a licensed physician selected by the Committee that he or she is
not able to engage in any substantial gainful activity because of a medically
determinable physical or mental impairment that is expected to result in death
or to be of long, continued and indefinite duration. The Committee will
consistently apply uniform principles when determining if a Member is disabled.
Distributions from this account will be made in the form described in Section
6.06.
6.05. HARDSHIP WITHDRAWALS
--------------------
In its sole discretion, the Committee may distribute all or a portion of the
vested value of a Member's Nonqualified Employee Deferral Account and Award
Deferral Account before the date otherwise determined under Section 6.02 if the
Committee decides that the Member has encountered a severe financial hardship.
For these purposes, a Member will have incurred a "severe financial hardship"
only if he or she needs an immediate distribution to meet a current and heavy
financial expense associated with (a) a sudden or unexpected illness or accident
incurred by the Member or a member of the Member's immediate family or (b) the
loss of the Member's property due to casualty or other similar extraordinary and
unforeseeable circumstance attributable to events beyond the Member's control. A
distribution based on financial hardship (c) will be taken proportionately from
each of his Distribution Accounts and (d) will not be larger than the smaller of
(i) the amount needed to meet the immediate financial need created by the
hardship or (ii) the sum of the value of the Member's Nonqualified Employee
Deferral Account and Award Deferral Account as of the most recent Valuation
Date. Distributions from this account will be taken proportionately from each
Distribution Account and will be made in the form described in Section 6.06.
6.06. AMOUNT AND PAYMENT OF WITHDRAWALS
---------------------------------
Subject to Section 9.01:
(a) RETIREMENT DISTRIBUTION ACCOUNTS. All distributions made to a Member who
terminates employment after reaching age 55 will be effective as of the
Valuation Date immediately preceding the date the distribution is to be made and
will be paid in the form the Member selected from among those described in the
Enrollment Form. These distribution forms will be limited to (i) a single lump
sum payment of the full value of the Member's Account or (ii) a series of
monthly, quarterly or annual installments (whichever the Member selected) for a
period
11
not longer than ten years. A Member may ask the Committee to change the
form in which his or her benefit will be (or is being) distributed. This request
must be made in writing and will be approved by the Committee only to the extent
that it affects distributions made more than 12 months after the date that
request is received by the Committee. The amount to be distributed will be taken
proportionately from each Distribution Account.
(b) Subject to Section 6.02(e), all distributions from a Member's Education
Distribution Account will be made in five annual installments beginning on the
date specified by the Member in his or her Deferral Notice. However, a Member
may specify that distributions from an Education Distribution Account will be
paid in a lump sum on the date specified in the Enrollment Form or in fewer than
five annual installments. A Member may change the form of distribution by
returning a completed Enrollment Form to the Committee specifying the revised
distribution form but only if this Enrollment Form is returned to the Committee
at least 12 months and one day before the distribution from this account is to
be made under the terms of an earlier election. Also, if a Member terminates
employment before age 55, any unpaid balance credited to his or her Education or
In-Service Distribution Accounts will be distributed as a lump sum as soon as
administratively possible after termination occurs.
(c) OTHER DISTRIBUTIONS OR WITHDRAWALS. All other distributions or withdrawals
(including those made to a Member who terminates employment with all Group
Members before reaching age 55) will be effective as of the Valuation Date
immediately preceding the date the distribution is to be made. The appropriate
amount will be taken from the Member's Distribution Account as of that Valuation
Date and, subject to Section 6.07, paid to the Member in a single lump sum.
(d) FULL DISCHARGE. Once a Member's Accounts have been fully distributed, the
Corporation, all Group Members and the Plan will have no further liability to
the Member or, if appropriate, to his or her Beneficiary.
6.07. VESTED BENEFITS
---------------
(a) The benefit payable under the Plan to any Member who is actively employed by
a Group Member after December 31, 2001, will equal 100 percent of the value of
his or her Nonqualified Employee Deferral Account and Award Deferral Account and
the vested portion of his or her Employer Nonqualified Matching Contribution
Account and Discretionary Employer Contribution Account.
(b) Subject to paragraph (d) of this section and Section 9.01, a Member will be
vested in amounts credited to his or her Employer Nonqualified Matching
Contribution Account and, unless the Employer specifies otherwise when the
Discretionary Employer Contribution is made, the undistributed value of his or
her Discretionary Employer Contribution Account, if any, under the following
table:
12
YEARS OF VESTING SERVICE WHEN PARTICIPANT
TERMINATES EMPLOYMENT VESTED PERCENTAGE
----------------------------------------- -----------------
1 0
2 20
3 40
4 60
5 80
6 100
(c) Subject to paragraph (d) of this section and Section 9.01, a Member will be
fully vested in amounts credited to his or her 2000 Account on the later of
reaching age 55 and completing at least six Years of Vesting Service. Except as
provided in Section 6.07(d)(ii), a Member who terminates employment before
reaching age 55 and completing at least six Years of Vesting Service will
forfeit all amounts allocated to his or her 2000 Account.
(d) (i) Regardless of his or her Years of Vesting Service, a Member will be
fully vested in his or her Employer Nonqualified Matching Contribution
Account and, unless the Employer specifies otherwise when the
Discretionary Employer Contribution is made, the undistributed value of
his or her Discretionary Employer Contribution Account, if any, at the
earliest of (A) age 55, (B) the date the Member dies or (C) the date
the Committee concludes that the Member is disabled.
(ii) Regardless of his or her Years of Vesting Service, a Member will
be fully vested in his or her 2000 Account on the earliest of (A) the
date the Member dies or (B) the date the Committee concludes that the
Member is disabled.
(iii) Subject to any limitation imposed under a Change Agreement, if,
within 36 months after a Change in Control, (A) the Plan is terminated
and not replaced with a similar program providing comparable benefits
and features or (B) with respect to a Member who is a party to a Change
Agreement, an event occurs that generates a change in control payment
under that Member's Change Agreement, that Member will be fully vested
in all his or her Accounts.
(e) Any Forfeitures arising by application of the vesting schedule described in
paragraph (b) will be applied to reduce future Employer Nonqualified Matching
Contributions or, at the Employer's discretion, to reduce future Discretionary
Employer Contributions.
(f) The Vested Percentage of Members whose employment with all Group Members
ended before the Effective Date of this second amendment and restatement will be
determined on the basis of Plan terms (including the vesting provisions) in
effect on the date their employment terminated.
13
6.08. DISTRIBUTION OF BENEFITS
------------------------
The Committee will apprise the Trustee, in writing, of the form in which
payments are to be made under the Plan and the date they are to be paid. Benefit
distributions will begin as soon as practicable after the Trustee receives that
written notice from the Committee, but not later than 60 days after the date the
benefit became payable.
ARTICLE VII
-----------
PLAN COMMITTEE
--------------
7.01. APPOINTMENT OF COMMITTEE
------------------------
The Board of Directors will appoint a committee of at least three persons to
administer the Plan. A Committee member may resign at any time by sending
written notice to the Board specifying the effective date of his or her
termination (which must always be prospective). Vacancies in the Committee will
be filled by the Board as the need arises. Also, in its sole discretion, the
Board may remove any Committee member at any time by giving written notice of
removal to the affected Committee member and specifying the effective date of
that action (which must always be prospective).
7.02. POWERS AND DUTIES
-----------------
The Committee is fully empowered to exercise complete discretion to administer
the Plan and to construe and apply all of its provisions. The Committee may
delegate any of its powers and duties to any other person or organization. These
powers and duties include:
(a) Deciding which employees are Eligible Employees, which of them may
participate in the Plan, the extent of their Years of Vesting Service and the
value of their benefit;
(b) Resolving disputes that may arise with regard to the rights of Eligible
Employees, Members and their legal representatives or Beneficiaries under the
terms of the Plan. Subject to Section 7.08, the Committee's decisions in these
matters will be final in each case;
(c) Obtaining from each Group Member, Member and Beneficiary information that
the Committee needs to determine any Member's or Beneficiary's rights and
benefits under the Plan. The Committee may rely conclusively upon any
information furnished by a Group Member, a Member or Beneficiary;
(d) Compiling and maintaining all records it needs to administer the Plan;
(e) Upon request, furnishing each Employer with reasonable and appropriate
reports of its administration of the Plan;
(f) Authorizing the Trustee to distribute all benefits that are payable under
the Plan;
(g) Engaging legal, administrative, actuarial, investment, accounting,
consulting and other professional services that the Committee believes are
necessary and appropriate;
14
(h) Adopting rules and regulations for the administration of the Plan that are
not inconsistent with the terms of the Plan; and
(i) Doing and performing any other acts provided for in the Plan.
7.03. ACTIONS BY THE COMMITTEE
------------------------
The Committee may act at a meeting, or in writing without a meeting, by the vote
or assent of a majority of its members. The Committee will appoint one of its
members to act as a secretary to record all Committee actions. The Committee
also may authorize one or more of its members to execute papers and perform
other ministerial duties on behalf of the Committee.
7.04. INTERESTED COMMITTEE MEMBERS
----------------------------
No member of the Committee may participate in any Committee action that directly
affects that member's individual interest in the Plan. These matters will be
determined by a majority of the remainder of the Committee.
7.05. INDEMNIFICATION
---------------
(a) The Corporation will indemnify and hold harmless any Committee member or
employee who performs services to or on behalf of the Plan ("Indemnified Party")
against all liabilities and all reasonable expenses (including attorney fees and
amounts paid in settlement other than to any Group Member) incurred or paid in
connection with any threatened or pending action, suit or proceeding brought by
any party in connection with the Plan. However, this indemnification will not
extend to any Indemnified Party whose conduct in connection with the Plan is
found to have been grossly negligent or wrongful. This determination will be
based on any final judgment rendered in connection with the action, suit or
proceeding complaining of the conduct or its effect or, if no final judgment is
rendered, by a majority of the Board of Directors or by independent counsel to
whom the Board of Directors has referred the matter.
(b) The obligations under this section may be satisfied, in the Corporation's
discretion, through the purchase of a policy or policies of insurance providing
equivalent protection.
7.06. CONCLUSIVENESS OF ACTION
------------------------
Subject to Section 7.08, any action on matters within the discretion of the
Committee will be conclusive, final and binding upon all Members and upon all
persons claiming any rights hereunder including Beneficiaries.
7.07. PAYMENT OF EXPENSES
-------------------
(a) Committee members will not be separately compensated for their services as
Committee members. However, the Corporation will reimburse Committee members for
all appropriate expenses they incur while carrying out their Plan duties.
(b) The compensation or fees of accountants, counsel and other specialists and
any other costs of administering the Plan or Trust Fund will be charged to the
Trust Fund unless paid by
15
the Corporation or allocated among Employers. Also, the Corporation or a
Group Member may advance funds to the Trust to meet these fees and expenses and
may seek subsequent reimbursement for these amounts but only if (i) before the
advance is made, the Corporation or Group Member apprises the Committee that
reimbursement will be requested and (ii) reimbursement is requested in writing
received by the Committee before the end of the Plan Year during which the
advance was made.
7.08. CLAIMS PROCEDURE
----------------
(a) FILING CLAIMS. Any Member or Beneficiary who believes that he or she is
entitled to an unpaid Plan benefit may file a claim with the Committee.
(b) NOTIFICATION TO CLAIMANT. If a claim is wholly or partially denied, the
Committee will send a written notice of denial to the claimant. This notice must
be written in a manner calculated to be understood by the claimant and must
include:
(i) The specific reason or reasons for which the claim was denied;
(ii) Specific reference to pertinent Plan provisions, rules,
procedures or protocols upon which the Committee relied to deny the
claim;
(iii) A description of any additional material or information that the
claimant may file to perfect the claim and an explanation of why this
material or information is necessary; and
(iv) A description of the steps the claimant may take to appeal an
adverse determination.
The Committee will render its decision within 90 days of receiving a benefit
claim. However, if special circumstances (such as the need for additional
information) require additional time, this decision will be rendered as soon as
possible, but not later than 180 days after receipt of the claim and only if the
Committee notifies the claimant, in writing, that it needs more time to review a
claim and why that additional time is needed. If the Committee does not issue
its decision within this period, the claim will be deemed to have been denied.
(c) REVIEW PROCEDURE. If a claim has been wholly or partially denied, the
affected claimant, or his or her authorized representative may:
(i) Request that the Committee reconsider its initial denial by filing
a written appeal no more than 60 days after receiving written notice
that all or part of the initial claim was denied;
(ii) Review pertinent documents and other material upon which the
Committee relied when denying the initial claim; and
(iii) Submit a written description of the reasons for which the
claimant disagrees with the Committee's initial adverse decision.
16
An appeal of an initial denial of benefits and all supporting material must be
made in writing and directed to the Committee. The Committee is solely
responsible for reviewing all benefit claims and appeals and taking all
appropriate steps to implement its decision.
The Committee's decision on review will be sent to the claimant in writing and
will include specific reasons for the decision, written in a manner calculated
to be understood by the claimant, as well as specific references to the
pertinent Plan provisions, rules, procedures or protocols upon which the
Committee relied to deny the appeal.
The Committee will render its decision within 60 days of receiving a benefit
appeal. However, if special circumstances (such as the need to hold a hearing on
any matter pertaining to the denied claim) require additional time, this
decision will be rendered as soon as possible, but not later than 120 days after
receipt of the claimant's written appeal and only if the Committee notifies the
claimant, in writing, that it needs more time to review an appeal and why that
additional time is needed. If the Committee does not issue its decision within
this period, the claim will be deemed to have been denied.
ARTICLE VIII
------------
AMENDMENT TO THE PLAN
---------------------
8.01. RIGHT TO AMEND
--------------
The Corporation may modify, alter or amend the Plan at any time. However, no
amendment may affect any Member's or Beneficiary's vested rights accrued under
the Plan before the effective date of that amendment. If an amendment heightens
the vesting conditions described in Section 6.07(b), each Member having three or
more Years of Vesting Service may elect to have his or her vested rights
computed without regard to that amendment, but only if the Member files a
written election to this effect with the Committee during the period beginning
on the date the amendment is adopted and ending on the later of (a) 60 days
after the date the amendment is adopted; (b) 60 days after the amendment is
effective or (c) 60 days after the Member is issued a written notice of the
amendment.
8.02. AMENDMENT PROCEDURE
-------------------
The Board of Directors, an executive committee of the Board of Directors or
other Board committee or any executive officer to which or to whom the Board of
Directors delegates discretionary authority over the Plan may exercise the
Corporation's right to amend the Plan.
ARTICLE IX
----------
TERMINATION OF THE PLAN
-----------------------
9.01. RIGHT TO TERMINATE
------------------
The Corporation may terminate the Plan in whole or in part at any time by
written action of its Board of Directors. Each Member affected by a full or
partial Plan termination or by a complete discontinuance of contributions will
be 100 percent vested in the value of all of his or her Accounts. Also, the
Committee may (a) distribute an affected Member's Accounts at the time
17
the Plan terminates or partially terminates, even if this date is earlier
than the date benefits otherwise would be distributed under Article VI or (b)
hold those benefits until they are otherwise payable under the terms of the
Plan.
9.02. PLAN MERGER AND CONSOLIDATION
-----------------------------
If the Plan is merged into or consolidated with any other plan, each affected
Member will be entitled to a benefit immediately after the merger, consolidation
or transfer (determined as if the surviving plan had then terminated) at least
equal to the benefit he or she had accrued immediately before the merger or
consolidation (determined as if the Plan terminated immediately before that
merger or consolidation).
9.03. SUCCESSOR EMPLOYER
------------------
If any Employer dissolves into, reorganizes, merges into or consolidates with
another business entity, provision may be made by which the successor will
continue the Plan and Trust, in which case the successor will be substituted for
the Employer under the terms and provisions of this Plan and the Trust
Agreement. The substitution of the successor for the Employer will constitute an
assumption by the successor of all Plan liabilities and the successor will have
all of the powers, duties and responsibilities of the Employer under the Plan.
ARTICLE X
---------
UNFUNDED PLAN
-------------
Notwithstanding any Plan provision to the contrary, the Plan constitutes an
unfunded, unsecured promise by each Employer to pay only those benefits that are
accrued by Members under the terms of the Plan. Neither the Corporation nor any
Group Member will segregate any assets into a fund established exclusively to
pay Plan benefits unless the Corporation, in its sole discretion, establishes a
trust for the purpose of holding assets from which all or part of a Plan benefit
may be paid. Neither the Corporation nor any other Group Member is liable for
the payment of Plan benefits that are actually paid from a trust established for
that purpose. However, the Corporation (and each Group Member) are obliged to
pay any benefits not paid from any trust. Also, Members, Beneficiaries and other
persons claiming a Plan benefit through them have only the rights of general
unsecured creditors and do not have any interest in or right to any specific
asset of any Group Member. Nothing in this Plan constitutes a guaranty by the
Corporation, any Group Member or any other entity or person that their assets
will be sufficient to pay Plan benefits.
ARTICLE XI
----------
MISCELLANEOUS
-------------
11.01. VOLUNTARY PLAN
--------------
The Plan is purely voluntary on the part of each Employer; neither the
establishment of the Plan nor any amendment to it nor the creation of any fund
or account nor the payment of any benefits may be construed as giving any person
(a) a legal or equitable right against any Group Member, the Trustee or the
Committee other than those specifically granted under the Plan or conferred by
affirmative action of the Committee or any Group Member in a manner that is
consistent with the
18
terms and provisions of this Plan or (b) the right to be retained in the
service of any Group Member. All Members remain subject to discharge to the same
extent as though this Plan had not been established.
11.02. NON-ALIENATION OF BENEFITS
--------------------------
The right of a Member, Beneficiary or any other person to receive Plan benefits
may not be assigned, transferred, pledged or encumbered except as provided in
the Member's Beneficiary designation, by will or by applicable laws of descent
and distribution. Any attempt to assign, transfer, pledge or encumber a Plan
benefit will be null and void and of no legal effect.
11.03 INABILITY TO RECEIVE BENEFITS
-----------------------------
Any Plan benefit payable to a Member or Beneficiary who is declared incompetent
will be paid to the guardian, conservator or other person legally charged with
the care of his or her person or estate. Also, if the Committee, in its sole
discretion, concludes that a Member or Beneficiary is unable to manage his or
her financial affairs, the Committee may, but is not required to, direct the
Employer or Trustee to distribute Plan benefits to any one or more of his or her
Spouse, lineal ascendants or descendants or other close living relatives of the
Member or Beneficiary who demonstrates to the satisfaction of the Committee the
propriety of those distributions. Any payment made under this section will
completely discharge the Plan's liability with respect to that payment. The
Committee is not required to see to the application of any distribution made to
any person.
11.04. LOST MEMBERS
------------
Each Member is obliged to keep the Committee apprised of his or her current
mailing address and that of his or her Beneficiary. The Committee's obligation
to search for any Member or Beneficiary is limited to sending a registered or
certified letter to the Member's or Beneficiary's last known address. Any
amounts credited to the Accounts of any Member or Beneficiary who does not file
a claim for benefits with the Committee will be forfeited no later than 12
months after benefits are otherwise payable and applied to reduce future
Employer Nonqualified Matching Contributions. However, this forfeited benefit
will be restored and paid if the Committee subsequently approves a claim for
benefits under the procedures described in Section 7.08.
11.05. LIMITATION OF RIGHTS
--------------------
Nothing in the Plan, expressed or implied, is intended or may be construed as
conferring upon or giving to any person, firm or association (other than Group
Members, Members, their Beneficiaries and their successors in interest) any
right, remedy or claim under or by reason of this Plan.
11.06. INVALID PROVISION
-----------------
If any provision of this Plan is held to be illegal or invalid for any reason,
the Plan will be construed and enforced as if the offending provision had not
been included in the Plan.
19
However, that determination will not affect the legality or validity of the
remaining parts of this Plan.
11.07. ONE PLAN
--------
This Plan may be executed in any number of counterparts, each of which will be
deemed to be an original.
11.08. GOVERNING LAW
-------------
The Plan will be governed by and construed in accordance with the laws of the
United States and, to the extent applicable, the laws of Ohio.
BOB EVANS FARMS, INC.
By: /s/ Stewart Owens
---------------------------------------
Print Name: Stewart Owens
-------------------------------
Title: Chairman, President, CEO
------------------------------------
Date: 5/01/02
--------
20
BOB EVANS FARMS, INC. AND AFFILIATES
SECOND AMENDED AND RESTATED EXECUTIVE DEFERRAL PROGRAM
FISCAL YEAR ENDING ________________
BONUS DEFERRAL NOTICE
---------------------
Name:
Soc. Sec. No.: Date of Birth:
Effective Date (may not be earlier than the first day of the Plan Year starting
after this notice is returned to the Committee): ________________
NOTE: (I) THE ELECTIONS YOU MAKE BY COMPLETING THIS FORM WILL REMAIN IN
EFFECT UNTIL CHANGED OR REVOKED. HOWEVER, ANY CHANGE WILL NOT BE EFFECTIVE
UNTIL THE FIRST DAY OF THE PLAN YEAR THAT BEGINS AFTER THE REVISED BONUS
DEFERRAL NOTICE IS DELIVERED TO THE COMMITTEE.
(i)The maximum amount that may be deferred is (salary) 25 percent of your
regular cash compensation (i.e., the amount shown on your IRS Form W-2 minus any
non-cash earnings-such as the taxable value of fringe benefits) plus
(ii) (bonus) 100 PERCENT OF YOUR BONUS, MINUS (iii) THE MAXIMUM AMOUNT THAT
"HIGHLY COMPENSATED EMPLOYEES" AS A GROUP MAY DEFER TO THE BOB EVANS FARMS, INC.
& AFFILIATES 401k RETIREMENT PLAN. The Plan Committee can help you calculate the
maximum amount you may defer for each year.
You may defer a portion of your salary by completing a separate form called the
"Bob Evans Farms, Inc. and Affiliates Executive Deferral Program - Salary
Deferral Form" and as much as 100 percent of your Award Gain (as defined in the
Plan) you otherwise would receive upon the exercise or distribution of any Award
(as defined in the Plan) by completing a separate form called the "Bob Evans
Farms and Affiliates Executive Deferral Program - Award Deferral Notice."
Salary deferral forms will be provided to you prior to the beginning of the
calendar year. Forms for your award gain will be provided prior to the beginning
of the fiscal year.
(Your current bonus deferral percentage is _____________________)
In accordance with the provisions of the Bob Evans Farms,Inc. and
Affiliates Executive Deferral Program (the "Plan") and subject to the
limits described in the Plan, I elect to defer_______% of my Fiscal Year
End Bonus (as defined in the Plan).
X___________________________ X________________________________________
Date Signature
Received by Committee on: ________________ By: ________________________________
- --------------------------------------------------------------------------------
For Office Use Only:
- --------------------
EDA_____________ IDA______________ RDA______________
MTD_____________ MTD______________ MTD_____________
MOP_____________ MOP______________ MOP_____________
IFC_____________ IFC______________ IFC______________
21
BOB EVANS FARMS, INC. AND AFFILIATES
SECOND AMENDED AND RESTATED EXECUTIVE DEFERRAL PROGRAM
FISCAL YEAR ENDING ___________
BONUS DEFERRAL NOTICE
---------------------
ENROLLMENT FORM
---------------
Name:
Soc.Sec.No.: Date of Birth:
Eligibility Date: ____________
Enrollment Date (may not be earlier than Eligibility Date): __________
Note: The elections you make by completing this form will remain in effect until
changed or revoked.
(i) If you want to change any one of the elections you make when
completing this form, you must complete and deliver to the Committee a
new Enrollment Form completing only those sections you want to change.
(ii) Any change (other than to name a new Beneficiary - Section 6) will
not be effective until the first day of the Plan Year that begins after
the revised Enrollment Form is delivered to the Committee.
(iii) If you suspend your deferrals by completing Section 5, (A) your
election to suspend will not be effective until the first day of the
Plan Year that begins after you return a completed Enrollment Form to
the Committee and (B) you may not participate in the Plan again until
you complete and return to the Committee a new Enrollment Form and then
only if the committee agrees that you are eligible to participate in
the Plan on that date. Also, your deferrals will automatically be
suspended for any period that your pre-tax deferrals are suspended
under the Bob Evans Farms. Inc. and Affiliates 401K Retirement Plan.
PART A ELECTION TO PARTICIPATE
Complete this portion of this form if you decide to participate in the Bob Evans
Farms, Inc. and Affiliates Executive Deferral Program. Complete Part B of this
form if you do not want to participate in this program.
22
1. DISTRIBUTION ACCOUNTS BONUS DEFERRAL.
I direct that amounts attributable to my deferrals be allocated to the
following Distribution Accounts:
Note: (i) If you do not complete this portion of the form, 100 percent
of your Plan Accounts will be allocated to your Retirement
Distribution Account.
(ii) The percentages allocated to all accounts may never be larger than
100 percent.
(iii) Regardless of the election you make under this Section, your Plan
benefit will be distributed as a lump sum if you terminate employment
before reaching age 55.
(iv) All amounts attributable to your share of the Employer's
contributions will be allocated to your Retirement Distribution Account
_______% to an EDUCATION DISTRIBUTION ACCOUNT, to be distributed on (i)
the earlier of the date (a) I die, (b) become disabled or (c) incur a
financial hardship, or, (ii) in (number of annual payments not to
exceed five years) _______ substantially equal installments beginning
on (year) ____________ , OR one lump sum to be distributed on (year)
____________ .
This amount will be invested in (check one):
_______the Income Fund;
_______the Income Growth Fund; or
_______the Growth Fund
Note: You may elect only one investment fund for amounts credited to
this Distribution Account.
_______% to an IN-SERVICE DISTRIBUTION ACCOUNT, to be distributed in a
lump sum on the earlier of the date (i) I die, (ii) become disabled,
(iii) incur a financial hardship, or (iv) (year) __________.
This amount will be invested in (check one):
________the Income Fund;
________the Income Growth Fund; or
________the Growth Fund
Note: You may elect only one investment fund for amounts credited to
this Distribution Account.
23
_______% to a RETIREMENT DISTRIBUTION ACCOUNT, to be
distributed on (i) the earlier of the date (a) I die, (b)
become disabled or (c) incur a financial hardship, or, if
later, (ii) the date (a) I terminate employment prior to
reaching age 55, or (b) (year) ____________.
Note: The earliest date that may be inserted in the space
provided immediately above is the date you reach age 55 and
complete six years of vesting service. Also, the date you
insert will apply to the entire amount credited to your
Retirement Account (i.e., you may select only one distribution
date for your Retirement Account).
This amount will be invested in (check one):
_______the Income Fund;
_______the Income Growth Fund; or
_______the Growth Fund
Note: You may elect only one investment fund for amounts credited to
this Distribution Account.
2. METHOD OF PAYMENT (RETIREMENT DISTRIBUTION ACCOUNT).
(a) I understand that payments from my In-Service Distribution Account
will be made in a single lump sum at the time indicated in Section 1,
payments from my Education Distribution Account will be made in five
annual installments or a single lump sum, and that I will receive a
lump sum payment of all amounts credited to my accounts if I terminate
employment before reaching age 55.
(b) I choose to receive payments from my Retirement Distribution
Account in (check one):
(i) _______ one lump sum; or
(ii) _______ substantially equal monthly installments
over _______ years; or
(iii) _______ substantially equal quarterly installments
over _______ years; or
(iv) _______ substantially equal annual installments
over _______ years
*Periodic payments may not be paid out in excess of ten years.
3. INVESTMENT OF ACCOUNTS.
Earnings on my Accounts will be calculated as described in separate material
distributed by the Committee.
24
4. ACKNOWLEDGMENT.
I acknowledge that (i) the Plan is unfunded and is maintained primarily
for the purpose of providing deferred compensation to a select group of
management or highly compensated employees (as defined in the Employee
Retirement Income Security Act of 1974, as amended) and that I have no
right or claim to receive amounts credited to my Accounts other than
those specifically granted by the terms of the Plan and (ii) I am
solely responsible for ensuring that the Committee's files contain my
current mailing address and that of my Beneficiary.
X_________________________ X________________________________________
Date Signature
Received by Committee on: ____________ By: ________________________________
5. SUSPENSION OF DEFERRALS.
I elect to suspend all deferrals to the Plan. In doing so, I understand
that (i) this election will not be effective until the first day of the
Plan Year that begins after this election is delivered to the Committee
and will not accelerate the date on which any Plan benefits are
payable, (ii) I am still responsible for directing the investment of my
Accounts and (iii) I may not again participate in the Plan until the
later of the date (A) I deliver to the Committee a completed Enrollment
Form or (B) the date that the Committee decides that I may resume
participation.
This election supersedes any earlier Enrollment Form I may have
completed. This election can be revoked or modified only by returning
to the Committee a completed version of this from specifying the
revised rate of deferral.
X_________________________ X________________________________________
Date Signature
Received by Committee on: _____________ By: ________________________________
25
BOB EVANS FARMS, INC. AND AFFILIATES
SECOND AMENDED AND RESTATED EXECUTIVE DEFERRAL PROGRAM
FISCAL YEAR ENDING ________
BONUS DEFERRAL NOTICE
---------------------
PART B WAIVER OF PARTICIPATION
Complete this portion of this form if you decide not to participate in the
Bob Evans Farms, Inc. and Affiliates Executive Deferral Program. Complete Part A
of this form if you want to participate in this program.
I elect to waive participation in the Bob Evans Farms, Inc. and Affiliates
Executive Deferral Plan. In doing so, I understand that I will not earn a
benefit under this program unless I revoke this waiver and complete Part A of
this form at a time that I am eligible to participate in the Plan.
X_________________________ X________________________________________
Date Signature
Received by Committee on: ____________ By: ________________________________
26
BOB EVANS FARMS, INC. AND AFFILIATES
SECOND AMENDED AND RESTATED EXECUTIVE DEFERRAL PROGRAM
CALENDAR YEAR ________
SALARY DEFERRAL NOTICE
----------------------
Name:
Soc. Sec. No.: Date of Birth:
Effective Date (may not be earlier than the first day of the Plan Year starting
after this notice is returned to the Committee): _________________________
Note: (I) the elections you make by completing this form will remain in effect
until changed or revoked. However, any change will not be effective until the
first day of the Plan Year that begins after the revised Salary Deferral Notice
is delivered to the Committee.
(i) The maximum amount that may be deferred is 25 percent of your regular cash
compensation (i.e., the amount shown on your IRS Form W-2 minus any non-cash
earnings-such as the taxable value of fringe benefits) plus (ii) 100 percent of
your bonus, minus (iii) the maximum amount that "highly compensated employees"
as a group may defer to the Bob Evans Farms, Inc. & Affiliates 401k Retirement
Plan. The Plan Committee can help you calculate the maximum amount you may defer
for each year.
You may defer all or a portion of your bonus by completing a separate form
called the "Bob Evans Farms, Inc. and Affiliates Executive Deferral Program -
Bonus Deferral Form" and as much as 100 percent of your Award Gain (as defined
in the Plan) you otherwise would receive upon the exercise or distribution of
any Award (as defined in the Plan) by completing a separate form called the "Bob
Evans Farms and Affiliates Executive Deferral Program- Award Deferral Notice".
Both of these forms will be provided to you prior to the beginning of the fiscal
year.
(Your current deferral percentage is ____%.
In accordance with the provisions of the Bob Evans Farms, Inc.
and Affiliates Executive Deferral Program (the "Plan") and
subject to the limits described in the Plan, I elect to defer
_______% of my regular Compensation (as defined in the Plan).
X_________________________ X________________________________________
Date Signature
Received by Committee on: _____________ By: ________________________________
- --------------------------------------------------------------------------------
For Office Use Only:
- --------------------
EDA_____________ IDA______________ RDA_____________
MTD_____________ MTD_____________ MTD_____________
MOP_____________ MOP_____________ MOP_____________
IFC______________ IFC______________ IFC______________
- --------------------------------------------------------------------------------
27
BOB EVANS FARMS, INC. AND AFFILIATES
SECOND AMENDED AND RESTATED EXECUTIVE DEFERRAL PROGRAM
ANNUAL SALARY
CALENDAR YEAR ______
ENROLLMENT FORM
---------------
Name:
Soc. Sec. No.: Date of Birth:
Eligibility Date: _________________________
Enrollment Date (may not be earlier than Eligibility Date): _________________
Note: The elections you make by completing this form will remain in effect
until changed or revoked.
(i) If you want to change any one of the elections you make when
completing this form, you must complete and deliver to the Committee a
new Enrollment Form completing only those sections you want to change.
(ii) Any change (other than to name a new Beneficiary - Section 4) will
not be effective until the first day of the Plan Year that begins after
the revised Enrollment Form is delivered to the Committee.
(iii) If you suspend your deferrals by completing Section 6, (A) your
election to suspend will not be effective until the first day of the
Plan Year that begins after you return a completed Enrollment Form to
the Committee and (B) you may not participate in the Plan again until
you complete and return to the Committee a new Enrollment Form and then
only if the committee agrees that you are eligible to participate in
the Plan on that date. Also, your deferrals will automatically be
suspended for any period that your pre-tax deferrals are suspended
under the Bob Evans Farms. Inc. and Affiliates 401K Retirement Plan.
PART A ELECTION TO PARTICIPATE
Complete this portion of this form if you decide to participate in the Bob
Evans Farms, Inc. and Affiliates Executive Deferral Program. Complete Part B of
this form if you do not want to participate in this program.
28
1. DISTRIBUTION ACCOUNTS SALARY DEFERRAL.
I direct that amounts attributable to my deferrals be allocated to the
following Distribution Accounts:
Note: (i) If you do not complete this portion of the form, 100 percent
of your Plan Accounts will be allocated to your Retirement Distribution
Account.
(ii) The percentages allocated to all accounts may never be larger
than 100 percent.
(iii) Regardless of the election you make under this Section, your Plan
benefit will be distributed as a lump sum if you terminate employment
before reaching age 55.
(iv) All amounts attributable to your share of the Employer's
contributions will be allocated to your Retirement Distribution
Account.
_______% to an EDUCATION DISTRIBUTION ACCOUNT, to be distributed on (i)
the earlier of the date (a) I die, (b) become disabled or (c) incur a
financial hardship, or, (ii) in (number of annual payments not to
exceed five years) _______ substantially equal installments beginning
on (year) ____________ , OR one lump sum to be distributed on (year)
____________ .
This amount will be invested in (check one):
_______the Income Fund;
_______the Income Growth Fund; or
_______the Growth Fund
Note: You may elect only one investment fund for amounts credited to
this Distribution Account.
_______% to an IN-SERVICE DISTRIBUTION ACCOUNT, to be distributed in a
lump sum on the earlier of the date (i) I die, (ii) become disabled,
(iii) incur a financial hardship, or (iv) (year) __________.
This amount will be invested in (check one):
________the Income Fund;
________the Income Growth Fund; or
________the Growth Fund
Note: You may elect only one investment fund for amounts credited to
this Distribution Account.
29
_______% to a RETIREMENT DISTRIBUTION ACCOUNT, to be
distributed on (i) the earlier of the date (a) I die, (b)
become disabled or (c) incur a financial hardship, or, if
later, (ii) the date (a) I terminate employment prior to
reaching age 55, or (b) (year) ____________.
Note: The earliest date that may be inserted in the space
provided immediately above is the date you reach age 55 and
complete seven years of vesting service. Also, the date you
insert will apply to the entire amount credited to your
Retirement Account (i.e., you may select only one distribution
date for your Retirement Account).
This amount will be invested in (check one):
_______the Income Fund;
_______the Income Growth Fund; or
_______the Growth Fund
Note: You may elect only one investment fund for amounts credited to
this Distribution Account.
2. METHOD OF PAYMENT (RETIREMENT DISTRIBUTION ACCOUNT).
(a) I understand that payments from my In-Service Distribution Account
will be made in a single lump sum at the time indicated in Section 1,
payments from my Education Distribution Account will be made in five
annual installments or a single lump sum, and that I will receive a
lump sum payment of all amounts credited to my accounts if I terminate
employment before reaching age 55.
(b) I choose to receive payments from my Retirement Distribution
Account in (check one):
(i) _______ one lump sum; or
(ii) _______ substantially equal monthly installments
over _______ years; or
(iii) _______ substantially equal quarterly installments
over _______ years; or
(iv) _______ substantially equal annual installments
over _______ years
*Periodic payments may not be paid out in excess of ten years.
3. INVESTMENT OF ACCOUNTS.
Earnings on my Accounts will be calculated as described in separate material
distributed by the Committee.
30
4. ACKNOWLEDGMENT.
I acknowledge that (i) the Plan is unfunded and is maintained primarily
for the purpose of providing deferred compensation to a select group of
management or highly compensated employees (as defined in the Employee
Retirement Income Security Act of 1974, as amended) and that I have no
right or claim to receive amounts credited to my Accounts other than
those specifically granted by the terms of the Plan and (ii) I am
solely responsible for ensuring that the Committee's files contain my
current mailing address and that of my Beneficiary.
X_________________________ X________________________________________
Date Signature
Received by Committee on: ____________ By: ________________________________
5. SUSPENSION OF DEFERRALS.
I elect to suspend all deferrals to the Plan. In doing so, I understand
that (i) this election will not be effective until the first day of the
Plan Year that begins after this election is delivered to the Committee
and will not accelerate the date on which any Plan benefits are
payable, (ii) I am still responsible for directing the investment of my
Accounts and (iii) I may not again participate in the Plan until the
later of the date (A) I deliver to the Committee a completed Enrollment
Form or (B) the date that the Committee decides that I may resume
participation.
This election supersedes any earlier Enrollment Form I may have
completed. This election can be revoked or modified only by returning
to the Committee a completed version of this from specifying the
revised rate of deferral.
X_________________________ X________________________________________
Date Signature
Received by Committee on: _____________ By: ________________________________
31
BOB EVANS FARMS, INC. AND AFFILIATES
SECOND AMENDED AND RESTATED EXECUTIVE DEFERRAL PROGRAM
CALENDAR YEAR __________
SALARY DEFERRAL
---------------
PART B WAIVER OF PARTICIPATION
Complete this portion of this form if you decide not to participate in the
Bob Evans Farms, Inc. and Affiliates Executive Deferral Program. Complete Part A
of this form if you want to participate in this program.
I elect to waive participation in the Bob Evans Farms, Inc. and Affiliates
Executive Deferral Plan. In doing so, I understand that I will not earn a
benefit under this program unless I revoke this waiver and complete Part A of
this form at a time that I am eligible to participate in the Plan.
X_________________________ X________________________________________
Date Signature
Received by Committee on: ____________ By: ____________________________
32
BOB EVANS FARMS, INC. AND AFFILIATES
AMENDED AND RESTATED EXECUTIVE DEFERRAL PROGRAM
FISCAL YEAR ENDING __________
AWARD DEFERRAL NOTICE
---------------------
Name:
Soc. Sec. No.: Date of Birth:
Effective Date (may not be earlier than the first day of the Plan Year starting
after this notice is returned to the Committee): _______________________
NOTE: (I) THE ELECTIONS YOU MAKE BY COMPLETING THIS FORM WILL REMAIN IN EFFECT
UNTIL CHANGED OR REVOKED. HOWEVER, ANY CHANGE WILL NOT BE EFFECTIVE UNTIL THE
FIRST DAY OF THE PLAN YEAR THAT BEGINS AFTER THE REVISED AWARD DEFERRAL NOTICE
IS DELIVERED TO THE COMMITTEE.
(ii) You may defer as much as 100 percent of your Award Gain (as defined in the
Plan) you otherwise would receive upon the exercise or distribution of any Award
(as defined in the Plan). The Plan Committee can help you calculate the maximum
amount you may defer for each year.
(iii) You may defer (A) a portion of your "salary" by completing a separate form
called the "Bob Evans Farms, Inc. and Affiliates Executive Deferral Program -
Salary Deferral Form" and (B) a portion of your "bonus" by completing a separate
form called the "Bob Evans Farms, Inc. and Affiliates Executive Deferral Program
- - Bonus Deferral Notice. Salary deferral forms will be provided to you prior to
the beginning of the calendar year. Bonus deferral forms will be provided prior
to the beginning of the fiscal year.
(Your current Award deferral percentage is
In accordance with the provisions of the Bob Evans Farms, Inc. and
Affiliates Executive Deferral Program (the "Plan") and subject to
the limits described in the Plan, I elect to defer _______% of my
Award Gain (as defined in the Plan).
X_________________________ X________________________________________
Date Signature
Received by Committee on: _____________ By: ________________________________
- --------------------------------------------------------------------------------
For Office Use Only:
- --------------------
EDA_____________ IDA_____________ RDA_____________
MTD_____________ MTD_____________ MTD_____________
MOP_____________ MOP_____________ MOP_____________
IFC_____________ IFC____________ IFC_____________
- --------------------------------------------------------------------------------
33
Name:
Soc. Sec. No.: Date of Birth:
Eligibility Date: _________________
Enrollment Date (may not be earlier than Eligibility Date): ____________
Note: The elections you make by completing this form will remain in effect
until changed or revoked.
(i) If you want to change any one of the elections you make when
completing this form, you must complete and deliver to the Committee a
new Enrollment Form completing only those sections you want to change.
(ii) Any change (other than to name a new Beneficiary - Section 6) will
not be effective until the first day of the Plan Year that begins after
the revised Enrollment Form is delivered to the Committee.
(iii) If you suspend your deferrals by completing Section 5, (A) your
election to suspend will not be effective until the first day of the
Plan Year that begins after you return a completed Enrollment Form to
the Committee and (B) you may not participate in the Plan again until
you complete and return to the Committee a new Enrollment Form and then
only if the committee agrees that you are eligible to participate in
the Plan on that date. Also, your deferrals will automatically be
suspended for any period that your pre-tax deferrals are suspended
under the Bob Evans Farms. Inc. and Affiliates 401K Retirement Plan.
PART A ELECTION TO PARTICIPATE
Complete this portion of this form if you decide to participate in the Bob
Evans Farms, Inc. and Affiliates Executive Deferral Program. Complete Part B of
this form if you do not want to participate in this program.
34
1. DISTRIBUTION ACCOUNTS AWARD GAIN DEFERRAL.
I direct that amounts attributable to my deferrals be allocated to the
following Distribution Accounts:
Note: (i) If you do not complete this portion of the form, 100 percent
of your Plan Accounts will be allocated to your Retirement
Distribution Account.
(ii) The percentages allocated to all accounts may never be larger than
100 percent.
(iii) Regardless of the election you make under this Section, your Plan
benefit will be distributed as a lump sum if you terminate employment
before reaching age 55.
_______% to an EDUCATION DISTRIBUTION ACCOUNT, to be distributed on (i)
the earlier of the date (a) I die, (b) become disabled or (c) incur a
financial hardship, or, (ii) in (number of annual payments not to
exceed five years) _______ substantially equal installments beginning
on (year) ____________ , OR one lump sum to be distributed on (year)
____________.
This amount will be invested in (check one):
_______the Income Fund;
_______the Income Growth Fund; or
_______the Growth Fund
Note: You may elect only one investment fund for amounts credited to
this Distribution Account.
_______% to an IN-SERVICE DISTRIBUTION ACCOUNT, to be distributed in a
lump sum on the earlier of the date (i) I die, (ii) become disabled,
(iii) incur a financial hardship, or (iv) (year) __________.
This amount will be invested in (check one):
________the Income Fund;
________the Income Growth Fund; or
________the Growth Fund
Note: You may elect only one investment fund for amounts credited to
this Distribution Account.
35
_______% to a RETIREMENT DISTRIBUTION ACCOUNT, to be
distributed on (i) the earlier of the date (a) I die, (b)
become disabled or (c) incur a financial hardship, or, if
later, (ii) the date (a) I terminate employment prior to
reaching age 55, or (b) (year) ____________.
Note: The earliest date that may be inserted in the space
provided immediately above is the date you reach age 55 and
complete six years of vesting service. Also, the date you
insert will apply to the entire amount credited to your
Retirement Distribution Account (i.e., you may select only one
distribution date for your Retirement Distribution Account).
This amount will be invested in (check one):
_______the Income Fund;
_______the Income Growth Fund; or
_______the Growth Fund
Note: You may elect only one investment fund for amounts credited to
this Distribution Account.
2. METHOD OF PAYMENT (RETIREMENT DISTRIBUTION ACCOUNT).
(a) I understand that payments from my In-Service Distribution Account
will be made in a single lump sum at the time indicated in Section 1, payments
from my Education Distribution Account will be made in five annual installments
or a single lump sum, and that I will receive a lump sum payment of all amounts
credited to my Accounts if I terminate employment before reaching age 55.
(b) I choose to receive payments from my Retirement Distribution
Account in (check one):
(i) _______ one lump sum; or
(ii) _______ substantially equal monthly installments
over _______ years; or
(iii) _______ substantially equal quarterly installments
over _______ years; or
(iv) _______ substantially equal annual installments
over _______ years
*Periodic payments may not be paid out in excess of ten years.
3. INVESTMENT OF ACCOUNTS.
Earnings on my Accounts will be calculated as described in separate material
distributed by the Committee.
36
4. ACKNOWLEDGMENT.
I acknowledge that (i) the Plan is unfunded and is maintained primarily
for the purpose of providing deferred compensation to a select group of
management or highly compensated employees (as defined in the Employee
Retirement Income Security Act of 1974, as amended) and that I have no
right or claim to receive amounts credited to my Accounts other than
those specifically granted by the terms of the Plan and (ii) I am
solely responsible for ensuring that the Committee's files contain my
current mailing address and that of my Beneficiary.
X_________________________ X________________________________________
Date Signature
Received by Committee on: _____________ By: ________________________________
5. SUSPENSION OF DEFERRALS.
I elect to suspend all deferrals to the Plan. In doing so, I understand
that (i) this election will not be effective until the first day of the
Plan Year that begins after this election is delivered to the Committee
and will not accelerate the date on which any Plan benefits are
payable, (ii) I am still responsible for directing the investment of my
Accounts and (iii) I may not again participate in the Plan until the
later of the date (A) I deliver to the Committee a completed Enrollment
Form or (B) the date that the Committee decides that I may resume
participation.
This election supersedes any earlier Enrollment Form I may have
completed. This election can be revoked or modified only by returning
to the Committee a completed version of this from specifying the
revised rate of deferral.
X_________________________ X________________________________________
Date Signature
Received by Committee on: _____________ By: ________________________________
37
BOB EVANS FARMS, INC. AND AFFILIATES
SECOND AMENDED AND RESTATED EXECUTIVE DEFERRAL PROGRAM
FISCAL YEAR ENDING _____________
AWARD GAIN DEFERRAL NOTICE
--------------------------
PART B WAIVER OF PARTICIPATION
Complete this portion of this form if you decide not to participate in the
Bob Evans Farms, Inc. and Affiliates Executive Deferral Program. Complete Part A
of this form if you want to participate in this program.
I elect to waive participation in the Bob Evans Farms, Inc. and Affiliates
Executive Deferral Plan. In doing so, I understand that I will not earn a
benefit under this program unless I revoke this waiver and complete Part A of
this form at a time that I am eligible to participate in the Plan.
X_________________________ X________________________________________
Date Signature
Received by Committee on: _____________ By: ________________________________
38