Exhibit 10.1 BOB EVANS FARMS, INC. COMPENSATION PROGRAM FOR DIRECTORS ADOPTED AND EFFECTIVE MAY 8, 2006 EMPLOYEE DIRECTORS' RETAINER All members of the Board of Directors (the "Board") of Bob Evans Farms, Inc., a Delaware corporation (the "Company"), who are employed by the Company or one of its subsidiaries ("Employee Directors") shall be paid a cash retainer of $1,200 per month ($14,400 annually). The cash retainer shall be paid on or before the first of each month. NON-EMPLOYEE DIRECTORS' RETAINER All directors of the Company who are not employed by the Company or one of its subsidiaries ("Non-Employee Directors") shall be paid a cash retainer of $2,000 per month ($24,000 annually). The cash retainer shall be paid on or before the first of each month. Each Non-Employee Director shall receive an annual grant of 2,500 restricted shares of the Company's common stock on the date of the June meeting of the Compensation Committee of the Board. Non-Employee Directors cannot sell or otherwise transfer these shares for a period of one-year after the shares are issued. These shares shall be awarded out of and in accordance with the Company's First Amended and Restated 1998 Stock Option and Incentive Plan (or any subsequent equity compensation plan approved by the Company's stockholders). CHAIRMAN OF THE BOARD RETAINER The Chairman of the Board shall be paid a cash retainer of $5,750 per month ($69,000 annually) in addition to the Non-Employee Directors' retainer described above and any other compensation to which the Chairman may be entitled under this Director Compensation Program. The Chairman's retainer shall be paid on or before the first of each month. NON-EMPLOYEE DIRECTORS' BOARD MEETING FEE Each Non-Employee Director will be paid $1,500 per Board meeting attended. All Board meeting fees shall be paid on or before the first day of the month following the Board meeting. NON-EMPLOYEE DIRECTORS' COMMITTEE FEES Each fiscal year, each Non-Employee Director is expected to attend approximately five regularly scheduled meetings of the committees of the Board on which he or she serves. Committees of the Board shall meet as the business requires. The following table shows the fees to be paid to Non-Employee Directors for each meeting of a committee of the Board attended: Board Committee Committee Member Fee Committee Chairperson Fee --------------- -------------------- ------------------------- Audit Committee $1,750 $3,000 Compensation Committee $1,500 $2,500 Nominating and Corporate Governance Committee $1,000 $1,500 All meeting fees shall be paid on or before the first day of the month following the committee meeting. SPECIAL ASSIGNMENTS AND PROJECTS Non-Employee Directors who undertake special projects and assignments at the request of the Chairman of the Board shall be compensated on a per diem basis at a rate of $1,000 plus expenses. NON-EMPLOYEE DIRECTORS' BENEFITS The Company shall maintain a $50,000 life insurance policy for each Non-Employee Director. Group healthcare is provided at employee cost levels in accordance with the Company's group healthcare plan. Out of pocket expenses associated with travel to and from meetings of the Board and its committees. DIRECTOR RETIREMENT Mandatory Retirement: Any director who reaches the age of 70 shall automatically retire. Early Retirement: A director may retire with 10 years of service after attaining age 55. TERM AND EFFECT This Compensation Program for Directors will be reviewed periodically by the Compensation Committee of the Board. The Compensation Committee shall recommend any changes it deems necessary to the Board. The Board may modify or terminate this Compensation Program for Directors in its discretion at any time. This Compensation Program for Directors is effective as of May 8, 2006 and supersedes all previous director compensation plans of the Company.