FORM OF NONQUALIFIED STOCK OPTION NOTICE AND AGREEMENT EXHIBIT 10.2
(BOB EVANS LOGO)
NONQUALIFIED STOCK OPTION NOTICE AND AGREEMENT
BOB EVANS FARMS, INC. OPTIONEE: OPTION NUMBER:
ID: 31-4421866 ADDRESS: PLAN: FIRST AMENDED AND RESTATED 1998
STOCK OPTION AND INCENTIVE PLAN
3776 SOUTH HIGH STREET ID:
COLUMBUS, OH 43207
EFFECTIVE , YOU HAVE BEEN GRANTED A NONQUALIFIED STOCK OPTION TO BUY
SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF BOB EVANS
FARMS, INC. AT AN EXERCISE PRICE OF $ FOR EACH SHARE.
THE TOTAL EXERCISE PRICE FOR THE SHARES SUBJECT TO THIS NONQUALIFIED
STOCK OPTION IS $ .
THIS NONQUALIFIED STOCK OPTION WILL VEST AND BECOME EXERCISABLE OVER A
PERIOD OF THREE YEARS ACCORDING TO THE FOLLOWING SCHEDULE:
Vesting Date Number of Shares
BOB EVANS FARMS, INC.
BY:_______________________________
STEWART K. OWENS
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
DATE: [INSERT DATE]
THIS NONQUALIFIED STOCK OPTION NOTICE AND AGREEMENT IS NOT A STOCK CERTIFICATE
OR A NEGOTIABLE INSTRUMENT. THE STOCK OPTION REPRESENTED BY THIS NONQUALIFIED
STOCK OPTION NOTICE AND AGREEMENT IS NON-TRANSFERABLE.
BY YOUR RECEIPT OF THIS NONQUALIFIED STOCK OPTION NOTICE AND AGREEMENT, YOU AND
THE COMPANY AGREE THAT THIS NONQUALIFIED STOCK OPTION IS GRANTED UNDER AND
GOVERNED BY THE TERMS AND CONDITIONS OF THE BOB EVANS FARMS, INC. FIRST AMENDED
AND RESTATED 1998 STOCK OPTION AND INCENTIVE PLAN, INCLUDING THE TERMS AND
CONDITIONS SET FORTH ON THE REVERSE SIDE OF THIS NONQUALIFIED STOCK OPTION
NOTICE AND AGREEMENT.
BOB EVANS FARMS, INC.
FIRST AMENDED AND RESTATED
1998 STOCK OPTION AND INCENTIVE PLAN
NONQUALIFIED STOCK OPTION NOTICE AND AGREEMENT
BOB EVANS FARMS, INC. (THE "COMPANY") IS PLEASED TO INFORM YOU THAT YOU HAVE
BEEN GRANTED A NONQUALIFIED STOCK OPTION ("OPTION") TO PURCHASE SHARES OF COMMON
STOCK, PAR VALUE $0.01, OF THE COMPANY ("SHARES"). YOUR OPTION HAS BEEN AWARDED
UNDER THE BOB EVANS FARMS, INC. FIRST AMENDED AND RESTATED 1998 STOCK OPTION AND
INCENTIVE PLAN (THE "PLAN"), WHICH, TOGETHER WITH THIS NONQUALIFIED STOCK OPTION
NOTICE AND AGREEMENT ("AGREEMENT"), SETS FORTH THE TERMS AND CONDITIONS OF THIS
OPTION AND IS INCORPORATED BY REFERENCE INTO THIS AGREEMENT. A PROSPECTUS
DESCRIBING THE PLAN IN MORE DETAIL [HAS BEEN DELIVERED TO YOU] OR [ACCOMPANIES
THIS AGREEMENT]. COPIES OF THE PLAN AND THE PROSPECTUS ARE ALSO AVAILABLE
THROUGH OUR HUMAN RESOURCES DEPARTMENT. THE PLAN AND THE PROSPECTUS CONTAIN
IMPORTANT INFORMATION AND WE URGE YOU TO REVIEW THEM CAREFULLY.
OPTION INFORMATION:
Optionee: [Insert Name]
Grant Date: [Insert grant date]
Shares Subject to the Option [Insert Number]
Exercise Price: [Insert Exercise Price] per Share
Last Exercise Date: [Insert Expiration Date]
VESTING: You may not exercise this Option until the Option has vested. The
Option will vest and become exercisable according to the following schedule with
respect to each installment of Shares:
Vesting Date Number of Shares
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- -------------------------- ------------------------------
- -------------------------- ------------------------------
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This vesting schedule may be affected if (1) you die, (2) you retire, (3) your
employment with the Company is terminated or (4) there is a change in control of
the Company, as explained later in this Agreement.
OPTION TERM: You must exercise this Option before the Last Exercise Date, or an
earlier date if you die or retire, if your employment with the Company is
terminated, or if there is a change in control of the Company (as explained
later this Agreement). After that time, this Option will become null and void.
EXERCISE: Exercising this Option means that you exchange this Option for a
number of Shares by purchasing each Share that you wish to buy at the Exercise
Price. You can only buy the number of Shares as to which the Option has vested
on the exercise date. For example, if you were to receive an option to buy 200
Shares that vests in two annual installments of 100 Shares, you can buy up to
100 Shares on or after the first vesting date. You cannot buy the remaining 100
Shares until on or after the second vesting date. The number of Shares you may
purchase on any date cannot exceed the total number of Shares as to which the
Option is vested by that date, less any Shares you previously acquired by
exercising this Option.
To exercise this Option, you must deliver to the Company (1) a written notice
that states the number of Shares you wish to buy and (2) the Purchase Price. The
Purchase Price is the Exercise Price multiplied by the number of Shares you are
buying. You may pay the Purchase Price in one of the following ways:
(1) Cash: Deliver cash, a cashier's check or a personal check to the Company in
the amount of the Purchase Price.
(2) Swap/Stock-for-Stock Exercise: Deliver to the Company Shares that you
already own which have a Fair Market Value equal to the Purchase Price. The
"Fair Market Value" of the Company's Shares, on any given date, is the last
reported sale price of the Shares on NASDAQ.
(3) Broker Assisted Exercise: Authorize a broker to sell some or all of the
Shares to be acquired through the exercise of the Option and instruct the broker
to pay the Company the portion of the sale proceeds equal to the Purchase Price
and to pay you any sale proceeds remaining after paying the Purchase Price and
the broker's fee.
TAX WITHHOLDING: The Company must withhold federal, state and local taxes in
connection with the exercise of this Option and the Company has the right to
require these payments from you. The Company permits you to make these payments
(1) in cash (including cash resulting from a broker assisted exercise), (2) by
having the Company withhold from the Shares you are to receive upon exercise a
number of Shares having a Fair Market Value equal to the payment due, or (3)
delivering Shares to the Company that you already own which have a Fair Market
Value equal to the payment due. You must select one of these alternatives when
you exercise this Option.
EXERCISE FOLLOWING RETIREMENT, DEATH, DISABILITY, TERMINATION OF EMPLOYMENT OR A
CHANGE IN CONTROL OF THE COMPANY:
Retirement (minimum age 55): If you retire, this Option will vest immediately
and become fully exercisable. You must exercise this Option by the Last Exercise
Date.
Death: If you die while employed by the Company, the unvested portion of this
Option will be cancelled. The legal representative of your estate must exercise
the vested portion of this Option by the Last Exercise Date or within one year
of the date of your death, whichever is earlier.
Disability: If your employment with the Company is terminated because you become
disabled, the unvested portion of this Option will be cancelled. You must
exercise the vested portion of this Option by the Last Exercise Date or within
one year of the date of your termination of employment, whichever is earlier.
Termination of Employment: If you voluntarily terminate your employment with the
Company, the unvested portion of this Option will be cancelled. You must
exercise the vested portion of this Option by the Last Exercise Date or within
90 days following the date you notify the Company of your intention to terminate
your employment, whichever is earlier. If your employment with the Company is
terminated by the Company for "cause" (as defined in the Plan), this Option will
be cancelled immediately (both the vested and unvested portions).
Change in Control of the Company: This Option will vest immediately and become
fully exercisable if, within 36 months after a change in control of the Company,
the Plan is terminated and not replaced simultaneously with a similar program
providing comparable benefits. A "change in control" is defined in the Plan.
RESTRICTIONS ON TRANSFER OF OPTION: You may not assign, alienate, pledge, sell
or otherwise transfer this Option, and any purported transfer will be void and
unenforceable against the Company. Notwithstanding this prohibition, this Option
may be transferred by will or by the laws of descent and distribution. During
your lifetime, this Option may be exercised only by you or your guardian or
legal representative.
TAX CONSEQUENCES: This brief discussion of the federal tax rules that affect
this Option is provided as general information (not as personal tax advice) and
is based on the Company's understanding of federal tax laws and regulations in
effect as of the Grant Date. YOU SHOULD CONSULT WITH A TAX OR FINANCIAL ADVISER
TO ENSURE YOU FULLY UNDERSTAND THE TAX RAMIFICATIONS OF YOUR OPTION.
You will not be required to pay ordinary income taxes on the value of this
Option when it is issued or when it becomes exercisable. However, you will be
required to pay federal, state and local taxes when you exercise this Option.
The amount taxed is the difference between the Fair Market Vale of each Share
you buy when you exercise this Option minus the Exercise Price for each Share
you buy, multiplied by the number of Shares you buy. The Company must withhold
these taxes (see discussion of "Tax Withholding"). When you sell your Shares,
the difference between their Fair Market Value when sold and the Exercise Price
will be taxed as a long term capital gain (or loss), if you sell the Shares more
than one year after you exercise the Option, or as a short term capital gain (or
loss), if you sell the Shares one year or less after you exercise the Option.
PLAN CONTROLS: THE COMPANY HAS DEVELOPED THE PLAN TO ENCOURAGE YOUR CONTINUED
EFFORT AND COMMITMENT TO THE COMPANY. THE TERMS CONTAINED IN THE PLAN ARE
INCORPORATED INTO AND MADE A PART OF THIS AGREEMENT AND THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE TERMS OF THE PLAN. IN THE EVENT
OF ANY ACTUAL OR ALLEGED CONFLICT BETWEEN THE TERMS OF THE PLAN AND TERMS OF
THIS AGREEMENT, THE TERMS OF THE PLAN SHALL BE CONTROLLING AND DETERMINATIVE.
OPTIONS AS AN INVESTMENT: DECIDING WHETHER AND WHEN TO EXERCISE THIS OPTION IS
AN IMPORTANT INVESTMENT DECISION. THE VALUE OF THIS OPTION IS THE DIFFERENCE
BETWEEN THE EXERCISE PRICE AND THE FAIR MARKET VALUE OF SHARES ON THE EXERCISE
DATE. IF THE FAIR MARKET VALUE OF THE SHARES RISES, YOU MAY REALIZE A GAIN.
HOWEVER, THERE IS NO GUARANTEE THAT THE VALUE OF THE SHARES WILL RISE. IF THE
FAIR MARKET VALUE OF THE SHARES DECLINES, YOU MAY LOSE ALL OR SOME OF YOUR
INVESTMENT.
NO RIGHTS AS A STOCKHOLDER: YOU SHALL NOT HAVE ANY RIGHTS AS A STOCKHOLDER OF
THE COMPANY WITH RESPECT TO ANY OF THE SHARES SUBJECT TO THIS OPTION UNTIL YOU
EXERCISE THE OPTION AND THE COMPANY ISSUES A CERTIFICATE TO YOU EVIDENCING SUCH
SHARES.
SECTION 16 OFFICERS AND AFFILIATES: IF YOU ARE AN EXECUTIVE OFFICER OF THE
COMPANY SUBJECT TO THE REQUIREMENTS OF SECTION 16 OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, YOU ARE RESPONSIBLE FOR ENSURING THAT ALL THE REQUIREMENTS
OF SECTION 16 ARE MET, INCLUDING FILING NOTICES WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 4 WHEN YOU RECEIVE AND WHEN YOU EXERCISE THIS OPTION.
ADDITIONALLY, THE METHODS BY WHICH YOU MAY EXERCISE THIS OPTION MAY BE SUBJECT
TO ADDITIONAL RESTRICTIONS UNDER THE FEDERAL SECURITIES LAWS. ALSO, CERTAIN
RESTRICTIONS ARE IMPOSED BY THE FEDERAL SECURITIES LAWS ON THE RESALE OF SHARES
ACQUIRED UNDER THE PLAN BY PERSONS DEEMED TO BE "AFFILIATES" OF THE COMPANY. AN
"AFFILIATE" IS A PERSON WHO POSSESSES THE POWER (DIRECT OR INDIRECT) TO DIRECT
OR CAUSE THE DIRECTION OF THE COMPANY'S MANAGEMENT OR POLICIES.