10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended April 30, 2010
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission file number: 0-1667

Bob Evans Farms, Inc.

(Exact name of registrant as specified in its charter)

Delaware	31-4421866
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3776 South High Street, Columbus, Ohio	43207
(Address of principal executive offices)	(Zip Code)

(614) 491-2225

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $.01 par value per share	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Exchange Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

                                                                  (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

As of October 23, 2009 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $843,357,008 based on the closing sale price as reported on the NASDAQ Stock Market.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

Class	Outstanding at June 25, 2010
Common Stock, $.01 par value per share	30,605,080 shares

DOCUMENTS INCORPORATED BY REFERENCE

Document	Parts Into Which Incorporated
Portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on September 13, 2010	Part III

TABLE OF CONTENTS

PART I
	Item 1. Business.
	Item 1A. Risk Factors
	Item 1B. Unresolved Staff Comments
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders.
PART II
	Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows Years ended April 30, 2010; April 24, 2009; and April 25, 2008
Notes to Consolidated Financial Statements
SIGNATURES
EX-3.1
EX-10.3
EX-10.5
EX-10.23
EX-10.24
EX-10.25
EX-10.31
EX-10.32
EX-10.36
EX-21
EX-23
EX-24
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I

Item 1.   Business.

In this Annual Report on Form 10-K, we use the terms “Bob Evans,” “company,” “we,” “us” and “our” to collectively refer to Bob Evans Farms, Inc., a Delaware corporation, and its subsidiaries.

The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Annual Report on Form 10-K and other written or oral statements that we make from time-to-time may contain forward-looking statements that set forth anticipated results based on management’s plans and assumptions. Statements in this Annual Report on Form 10-K, including those contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Annual Report on Form 10-K, that are not historical facts are forward-looking statements. These statements are often indicated by words such as “expects,” “anticipates,” “believes,” “estimates,” “intends” and “plans.” Forward-looking statements involve various important assumptions, risks and uncertainties. Actual results may differ materially from those predicted by the forward-looking statements because of various factors and possible events, including the assumptions, risks and uncertainties discussed in this Annual Report on Form 10-K under the heading “Item 1A — Risk Factors.” We note these factors for investors as contemplated by the Private Securities Litigation Reform Act of 1995. It is impossible to predict or identify all of the risk factors that we face. Consequently, you should not consider any such list to be a complete set of all potential assumptions, risks or uncertainties. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement for circumstances or events that occur after the date on which the statement is made to reflect unanticipated events. Any further disclosures we make in our filings with the Securities and Exchange Commission should also be consulted.

The following description of our business should be read in conjunction with the information contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Annual Report on Form 10-K and our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

Background

We are a full-service restaurant company that operates two restaurant concepts — Bob Evans^® Restaurants and Mimi’s Cafés^®. We are also a leading producer and distributor of pork sausage and complementary homestyle convenience food items. Our business began in 1948 when our founder, Bob Evans, began making sausage on his southeastern Ohio farm to serve at his 12-stool diner. Our business grew from there, and we became a publicly traded company in 1963. Our current company was incorporated in Delaware in 1985 as the successor to the original company, which was incorporated in Ohio in 1957. We expanded our business by acquiring Owens Foods, Inc. (then known as Owens Country Sausage, Inc.) in 1987 and SWH Corporation, which does business as Mimi’s Café^®, in July 2004.

We have a 52 or 53-week fiscal year that ends on the last Friday in April. When we refer to fiscal 2010, fiscal 2009 and fiscal 2008, we are referring to our fiscal years that ended on April 30, 2010, April 24, 2009, and April 25, 2008, respectively. All years presented were comprised of 52 weeks, except fiscal 2010, which had 53 weeks.

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The following table contains information regarding revenues, operating profit and identifiable assets of our restaurant business and food products business for each of our last three fiscal years.

	Fiscal Year
	2010			2009			2008
	(Dollars in thousands)
Sales:
Restaurant Operations	$	1,411,092		$	1,439,090		$	1,445,034
Food Products		351,891			349,273			331,060
		1,762,983			1,788,363			1,776,094
Intersegment Sales of Food Products		(36,179	)		(37,851	)		(39,068	)
Total	$	1,726,804		$	1,750,512		$	1,737,026
Operating Income:
Restaurant Operations	$	85,144		$	12,796		$	78,686
Food Products		21,270			15,571			28,554
Total	$	106,414		$	28,367		$	107,240
Identifiable Assets:
Restaurant Operations	$	958,311		$	1,020,298		$	1,086,453
Food Products		116,639			116,729			102,367
		1,074,950			1,137,027			1,188,820
General corporate assets		34,207			27,148			30,398
Total	$	1,109,157		$	1,164,175		$	1,219,218

Our Strategy

We believe our restaurant and food products businesses are regional brands with national potential. Our vision and mission statements embody our expectations for our company’s future. Our vision is to be the “Best in Class” in all of our food businesses. We strive to accomplish this vision by pursuing our mission — building brand loyalty by delighting customers with high-quality, delicious products “at your place or ours,” while balancing the needs of our employees, guests and investors.

We believe we can achieve our vision and mission by following a set of principles we refer to as our BEST^® (Bob Evans Special Touch) Brand Builders:

1. Win Together as Team — Our entire team must work together in a spirit of collaboration. We must communicate openly and share ideas and BEST^® practices with one another. We are committed to recognizing outstanding performance with pay incentives.

2. Consistently Drive Sales Growth — We will bring our brand positioning to life in everything we do. Our goal is to drive sales by consistently offering innovative, high-quality food that our customers will crave. We will strive to get more guests in our restaurants and buying our grocery products through effective marketing. We will offer exceptional customer service and suggest our great menu items at every table.

3. Improve Margins With an Eye on Customer Satisfaction — We must keep our customers satisfied with high-quality products and service while improving our long-term profitability. This involves using effective systems and processes to deliver margin improvements, such as our restaurant labor management systems. We must control our “controllables,” such as food costs, yields and waste.

4. Be the BEST^® at Operations Execution — We are committed to producing the highest-quality products and following the highest food safety standards. We must deliver outstanding customer service every day and fix the problems that make our customers unhappy. We must also ensure employee satisfaction while driving operational efficiency and productivity.

5. Increase Returns on Invested Capital — We must generate a good return on the money we spend. Each business in the Bob Evans Farms family must earn the right to receive funding by generating a favorable return on the money our company invests in it. All of our employees must think and act like owners of our business.

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Our Restaurant Concepts

As of April 30, 2010, we owned and operated 569 Bob Evans Restaurants and 146 Mimi’s Cafés, with no franchising. Through our two restaurant concepts, we offer our customers a unique dining experience by serving a variety of high-quality, reasonably priced breakfast, lunch and dinner items in family-friendly settings.

Bob Evans Restaurants

Our vision for Bob Evans Restaurants is to be nationally recognized as a premier restaurant company in all markets in which we compete. Our mission is to be our customers’ favorite restaurant by giving them our BEST (Bob Evans Special Touch)^®...one customer at a time. Bob Evans Restaurants are founded on quality, homestyle food and friendly service. The concept is positioned as “The Home of Homestyle^®” featuring “Farm Fresh Goodness^®” that brings families together. Bob Evans Restaurants feature a wide variety of comfort foods inspired by our homestead heritage, such as Bob Evans sausage gravy and chicken pot pie.

Breakfast entrées are served all day and feature traditional favorites such as sausage, bacon, eggs and hotcakes, as well as specialty offerings like crepes and stuffed French toast. We also offer a wide variety of lunch and dinner entrées, including a full line-up of Big Farm Salads^® and signature dinner items, such as country fried steak and slow-roasted turkey. During fiscal 2010, we added a number of new items to our menu from our innovation pipeline, including several varieties of Deep Dish Pastas^® and Farm-Fresh Wraps^®. Our expanded “Fit from the Farm^®” menu offerings, such as Apple-Cranberry Spinach Salad and Chicken, Spinach & Tomato Pasta, provide guests who are following a 2,000 calorie daily diet with the option of eating three balanced meals a day at Bob Evans Restaurants.

Bob Evans Restaurants feature an inviting atmosphere inspired by our Ohio farm heritage. The atmosphere evokes images of a classic, timeless country home. Most traditional Bob Evans Restaurants range in size from approximately 3,600 to 6,500 square feet while our larger Bob Evans Restaurants & General Stores are approximately 9,800 square feet, with an approximate average of 150 seats. It costs approximately $2.3 million to build a new Bob Evans Restaurant, including the land. We are in the process of developing and refining a new prototype Bob Evans Restaurant, as well as a remodeling program for our existing restaurants that is based upon the new prototype, as discussed in more detail in “Restaurant Locations and Expansion” below.

We believe our Bob Evans Restaurants draw people who want a wholesome meal at a fair price in an alcohol-free, family-friendly atmosphere. Our average annual store sales were $1.7 million per Bob Evans Restaurant in fiscal 2010. Average per-guest checks for fiscal 2010 for breakfast, lunch and dinner were $7.76, $8.33 and $8.54, respectively, for an average of $8.20 for all day parts. Depending on each location’s business patterns, Bob Evans Restaurants are generally open from 6 a.m. or 7 a.m. until 9 p.m. or 10 p.m. Sunday through Thursday, with extended closing hours on Friday and Saturday at some locations. During fiscal 2010, breakfast, lunch and dinner accounted for 32 percent, 37 percent and 31 percent, respectively, of total Bob Evans Restaurant revenue. Sales on Saturday and Sunday accounted for approximately 39 percent of a typical week’s revenue during fiscal 2010.

We aim to “Consistently Drive Sales Growth” by continuing to implement strategies to build Bob Evans Restaurants’ carryout sales. We have increased marketing of our carryout offerings, including our family meals and take-home holiday family feasts. During fiscal 2010, Bob Evans Restaurants introduced a new catering menu offering a wide array of breakfast, lunch and dinner items. Bob Evans Restaurants’ carryout and catering business accounted for approximately eight percent of the concept’s total fiscal 2010 revenues. To increase our carryout and catering business in fiscal 2011, we will continue to feature carryout offerings in our marketing efforts, especially our new “Family Meal Deals.” We also plan to introduce on-line ordering for Bob Evans Restaurants during fiscal 2011.

We offer retail gifts, food items and other novelties for sale on a limited basis in the Corner Cupboard^® areas located inside most of our traditional Bob Evans Restaurants and on a much larger scale in our seven Bob Evans Restaurants & General Stores^®. During fiscal 2010, we continued to improve our selection of retail products by offering more food and other branded items consistent with our brand positioning and homestead heritage.

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Mimi’s Cafés

Mimi’s is a casual dining concept positioned as “The All Day Fresh Café.^®” Mimi’s colorful French-cottage themed buildings offer guests a place to relax and connect while enjoying freshly prepared meals. The concept combines elements of an upscale casual experience with broad everyday appeal. The cuisine has a touch of “gourmet Francais,” featuring breakfasts, lunches and dinners inspired by the fresh, seasonal dishes and effortless style of the French Countryside. The menu includes a variety of American and ethnic cuisine categories, including:

•  “Café Classics” featuring signature items such as our Chicken Pot Pie and Oven Fresh Pot Roast;

•  “Gourmet Francais” featuring French-inspired dishes such as quiches, French Country Brie Salad and Chicken Cordon Bleu; and

•  “Fresh & Fit^®” featuring items with 650 calories or less.

We believe that Mimi’s high-quality food, broad menu, exceptional service, unique atmosphere and affordable average check make the concept attractive to a broad demographic range. We believe that the concept is particularly appealing to women, and we are focusing Mimi’s menu, atmosphere and marketing to attract more female guests.

All Mimi’s offer a selection of high-quality beer and wine. We continue to expand the selection of alcoholic beverages to satisfy guest demand, and in turn, increase alcohol sales and boost profit margins. During fiscal 2010, we added distilled spirits to our beer and wine service at eight existing and two new Mimi’s. We intend to include beer, wine and distilled spirits in all new Mimi’s, subject to our ability to obtain the required liquor licenses and permits. As of the end of fiscal 2010, 90 Mimi’s featured expanded alcoholic beverage service compared to 56 stores that featured only beer and wine.

Mimi’s restaurants are visually appealing and resemble a French country home with dormer windows, gabled roofs, stone walls and bright awnings. The interior of each restaurant, inspired by Southern European bistros, incorporates a warm base of stone floors, brick walls and rough-hewn beamed ceilings. Each restaurant contains distinct dining environments that provide our guests with a variety of dining atmospheres, including a French bistro-themed room, an outdoor patio, and a winery-themed room, which can be used for private parties. Most Mimi’s restaurants range in size from 6,000 to 7,000 square feet.

The current prototype is an approximately 6,500 to 6,800 square-foot building with an approximate average of 240 seats. It costs approximately $2.8 million to build a new Mimi’s, excluding the land.

Mimi’s average annual unit sales in fiscal 2010 were approximately $2.9 million. Average per-guest checks for fiscal 2010 for breakfast, lunch and dinner were $9.68, $10.23 and $12.07, respectively, for an average of $10.72 for all day parts. Sales of alcoholic beverages accounted for approximately 4 percent of Mimi’s sales in fiscal 2010. Mimi’s is open from 7 a.m. to 11 p.m., with breakfast being served all day. During fiscal 2010, breakfast, lunch and dinner accounted for approximately 22 percent, 40 percent and 38 percent, respectively, of Mimi’s total revenue. Sales on Saturday and Sunday accounted for approximately 38 percent of a typical week’s revenue during fiscal 2010.

We aim to “Consistently Drive Sales Growth” by continuing to implement strategies to build Mimi’s carryout sales. We have increased marketing of our carryout offerings, including our take-home holiday family feasts. During fiscal 2010, Mimi’s introduced on-line ordering and a new catering menu offering a wide array of breakfast, lunch and dinner items. Mimi’s carryout and catering business accounted for approximately 4 percent of the concept’s total fiscal 2010 revenues.

We own and operate SWH Custom Foods, an approximately 25,000 square-foot prep kitchen in Fullerton, California, that prepares signature muffin mixes, dressings, sauces and soups for Mimi’s and third-party restaurants. By producing approximately 40 to 45 different items, SWH Custom Foods allows Mimi’s to maintain a consistent flavor profile and efficiently produce an extensive menu of freshly prepared, high-quality items. We believe that our third-party services validate the quality of SWH Custom Foods’ operations and enable us to profitably drive incremental sales and utilize excess capacity with minimal additional capital commitment.

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Restaurant Management

We believe that high-quality restaurant management is critical to the success of our restaurant concepts. We must “Be the BEST at Operations Execution” to keep our customers satisfied. Our restaurant management structure varies by concept and restaurant size.

Our restaurant segment management structure is organized to drive top-line growth and bottom-line profitability. Each restaurant concept has a president and chief concept officer. The chief concept officers focus their efforts on the overall growth and development of the concepts, with particular focus on increasing sales, new restaurant development and concept evolution.

We also have a president and chief restaurant operations officer, who is responsible for building a sales, service and people-first culture that delivers “BEST in class” results. The president and chief restaurant operations officer leads the Bob Evans Restaurant and Mimi’s operations teams, and oversees restaurant development and construction in close cooperation with the chief concept officers. The president and chief restaurant operations officer also leads our Operations Services group, which develops “one BEST way” solutions by standardizing operations processes across both restaurant concepts and ensuring that all new procedures and tools are “restaurant ready.” The Operations Services team also leads our BEST University program, which includes the Operations College we launched during fiscal 2010. Operations College is intended to bolster our people capability by providing training on a variety of operations topics such as situational leadership and food safety.

At Bob Evans Restaurants, “we treat strangers like friends and friends like family.” Each Bob Evans Restaurant employs approximately 50 to 90 hourly employees and is led by a general manager and two to three assistant managers, depending on the size, location and sales volume of the restaurant. Bob Evans Restaurant general managers report to an area coach who oversees approximately eight restaurants. The area coaches report to a vice president — head coach or a region coach. Each vice president — head coach is responsible for approximately 14 area coaches, whereas each region coach is responsible for approximately seven area coaches. Bob Evans Restaurants are visited regularly by all levels of management to ensure they are functioning well and adhering to the concept’s standards.

Mimi’s complements fine food with service that emphasizes our high standards, core values and attention to detail. Each Mimi’s employs approximately 100 to 125 hourly employees and is led by a general manager and two to three assistant managers, depending on the size, location and sales volume of the restaurant. Mimi’s general managers report to a market coach, who reports to a head coach, who in turn reports to a vice president of operations. In fiscal 2010, we classified one assistant manager as a sales manager at each Mimi’s location. The sales managers are dedicated to “Consistently Driving Sales Growth” by driving sales of beverages, appetizers and desserts, as well as promoting quarterly sales programs such as happy hours, catering, take-home holiday feasts and gift cards.

During fiscal 2010, we “Improved Margins with an Eye on Customer Satisfaction” by focusing on ways to improve labor and food costs. We eliminated approximately three million labor hours from the restaurant segment during fiscal 2010 (on a 52-week basis) while improving our guest satisfaction scores at both concepts. Bob Evans Restaurants and Mimi’s eliminated approximately two million and one million labor hours, respectively, by improving labor forecasting and scheduling. We also reduced hourly employee and management turnover at Bob Evans Restaurants. Additionally, we deployed technological solutions to improve efficiency, including a computerized point-of-sale system and an actual versus theoretical food cost program at Bob Evans Restaurants, and a labor scheduling tool at both restaurant concepts.

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Restaurant Locations and Expansion

As of April 30, 2010, Bob Evans Restaurants (including Bob Evans Restaurants and General Stores) were located in 18 states, primarily in the Midwest, mid-Atlantic and Southeast, and Mimi’s Cafés were located in 24 states, primarily in California and other western states. The following table sets forth the number, concept and location of our restaurants as of the end of fiscal 2010:

Restaurants in Operation at April 30, 2010

	Bob Evans		Mimi’s		Total
	Restaurants		Cafés		Restaurants
Alabama				1		1
Arizona				12		12
Arkansas				2		2
California				58		58
Colorado				8		8
Delaware		7				7
Florida		49		11		60
Georgia				2		2
Illinois		16		3		19
Indiana		59				59
Iowa				1		1
Kansas		3		2		5
Kentucky		23		1		24
Maryland		28		3		31
Michigan		51				51
Missouri		24		2		26
Nebraska				1		1
Nevada				5		5
New Jersey		3				3
New Mexico				1		1
New York		8				8
North Carolina		11		5		16
Ohio		194		3		197
Oklahoma				2		2
Pennsylvania		39				39
South Carolina		4		1		5
Tennessee		3		3		6
Texas				11		11
Utah				4		4
Virginia		17		4		21
West Virginia		30				30
TOTAL		569		146		715

We strive to continuously “Increase Returns on Invested Capital.” Each business segment must earn the right to receive additional capital. We believe that we have to expand our restaurants with a focus on the quality, not just the quantity, of openings. Future restaurant growth depends on a variety of factors, including:

•  the expected rate of return on the money invested in the new restaurant;

•  the availability of affordable sites that meet our demographic and other specifications;

•  general economic conditions, including consumer spending for family and casual dining;

•  growth trends in consumer demand for our restaurant concepts;

•  our ability to obtain local permits; and

•  the availability of high-quality management and hourly employees.

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We use a site selection process for each restaurant concept that includes a detailed evaluation of factors such as population density, household income in the area, competition, the site’s visibility and traffic patterns, accessibility and proximity to retail centers and the demographics of potential customers.

We have slowed the expansion of Bob Evans Restaurants dramatically over the past few years. In fiscal 2010, we did not open any new Bob Evans Restaurants, compared to one in fiscal 2009 and two in fiscal 2008. We expect to build three new Bob Evans Restaurants during fiscal 2011, and we also plan to rebuild two existing Bob Evans Restaurants. We plan to locate the three new Bob Evans Restaurants in high-traffic retail areas or near major interstate highways located in existing markets to deepen the concept’s penetration in successful trade areas. We do not intend to substantially increase the construction of new Bob Evans Restaurants until we improve “restaurant level economics” by increasing our sales, lowering our labor, purchasing and construction costs, and increasing our margins and profitability.

We locate Mimi’s in convenient, high-traffic areas in new and existing regional markets that we believe will support the concept. The casual dining segment has been hit particularly hard by the economic recession, and we have significantly reduced our development plans for Mimi’s. During fiscal 2010, we opened two new Mimi’s, compared to 12 in fiscal 2009 and 17 in fiscal 2008. The reduction in development is largely due to challenging economic conditions, sub-prime mortgage issues, lower home values and increasing unemployment rates, especially in regions of the country such as California, Florida, Arizona and Nevada, which account for approximately 70 percent of Mimi’s sales. In light of these economic factors and Mimi’s continued negative same-stores sales, we do not believe that our average new store volumes generate a level of return on our development costs that justifies significant expansion of Mimi’s. We do not intend to substantially increase the construction of new Mimi’s until the economy improves and we are able to improve “restaurant level economics” by increasing our sales, lowering our labor, purchasing and construction costs, and increasing our margins and profitability. As a result, we do not expect to open any new Mimi’s in fiscal 2011.

We continually assess all of our existing restaurants under a program to determine whether any restaurants should be (1) rebuilt, (2) relocated, (3) remodeled or (4) retired. During fiscal 2010, we retired one underperforming Bob Evans Restaurant. We closed a Mimi’s for the first time during the first quarter of fiscal 2011 by not renewing an expiring lease. We believe these closures strengthened our restaurant portfolio by improving overall returns and freeing up resources for other uses.

We believe that we must invest capital in our existing restaurants to ensure that they are safe, well-maintained and appealing to our guests in order to increase customer satisfaction and same-store sales. We select restaurants and determine the level of investment based upon the return on the investment we expect to generate through increases in sales and profitability. We have established “hurdles” for the expected rate of return on invested capital which must be met before a restaurant is remodeled or rebuilt. A “rebuild” occurs when we replace an existing restaurant by constructing a new restaurant at the same site or a nearby site. Remodels range from minor décor updates in existing restaurants to more substantial changes to décor, fixtures, equipment, layout and external appearance.

We believe we must innovate and change the way people think about Bob Evans Restaurants by ensuring that the concept is relevant to our family-first growth target. During fiscal 2010, we rebuilt two Bob Evans Restaurants. The rebuilt Bob Evans Restaurant in Xenia, Ohio is based upon a new prototype that reflects a contemporary twist on the imagery and feel of the original Bob Evans family farm in Rio Grande, Ohio. It features a new color palette, flat screen televisions, free wireless Internet access, an “eat-in kitchen,” a variety of flexible dining spaces, and a large farmhouse table which serves as a gathering spot for families and friends.

We remodeled 15 Bob Evans Restaurants during fiscal 2010. The remodeled Bob Evans Restaurant in Westerville, Ohio features the interior design elements of the Xenia, Ohio prototype, as well as a new “Taste of the Farm^®” retail and carryout area. We developed Taste of the Farm^® to reenergize growth through new sales layers that elevate the brand experience. Taste of the Farm^® includes:

•  an expanded carryout area to make purchasing carryout meals quick and easy;

•  a bakery featuring Bob Evans Restaurants’ signature breads and new freshly baked menu items, such as cookies and seasonal muffins;

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•  a “grab and go” section offering a variety of entrées such as Big Farm Salads and Farm Fresh Wraps, as well as side items such as fruit and yogurt parfaits;

•  a selection of our Bob Evans^® brand retail food products; and

•  a newly designed retail area featuring delicious farm flavors, including Taste of the Farm^® fruit preserves and baking mixes.

We believe the prototype-inspired design and Taste of the Farm^® elements of the Westerville, Ohio Bob Evans Restaurant improve the guest experience and the appeal of the Bob Evans Restaurant brand. Based upon the sales performance of this project, we expect to remodel or rebuild the majority of our existing Bob Evans Restaurants within the next five years to varying degrees in order to include Taste of the Farm^® and to reflect certain design elements of the Xenia and Westerville, Ohio restaurants. As part of this plan, we expect to remodel 40 to 50 and to rebuild two existing Bob Evans Restaurants during fiscal 2011. This will include remodeling existing Bob Evans Restaurants in a single geographic market, which will allow us to develop a “model market” to efficiently market the revised presentation of the Bob Evans Restaurant concept and test its performance.

During fiscal 2010, we remodeled four Mimi’s, three located in southern Arizona and one in southern California. The remodeled locations in Arizona featured a remodel package aimed to revitalize and reposition the concept to create a distinct, niche market focused on attracting “Generation X” female guests (i.e., born between 1961 to 1981). The remodel package includes:

•  an enhanced bar area with expanded alcohol service;

•  a new color palette and updated décor inspired by French bistros and the concept’s positioning as the All Day Fresh Cafe^®;

•  a dedicated carryout area to drive off-premise sales; and

•  a bakery featuring Mimi’s signature muffins and other freshly-baked pastries and desserts.

We expect to remodel approximately ten Mimi’s in fiscal 2011, depending upon the performance and profitability of the new remodel package. This will include existing Mimi’s located in a single geographic market, which will allow us to develop a “model market” to efficiently market the revised presentation of the Mimi’s concept and test its performance.

Supply Chain and Distribution

Controlling our supply costs is a key strategy for “Improving Margins with an Eye on Customer Satisfaction.” Our ability to offer high-quality, reasonably priced menu items at our restaurants depends upon acquiring food products and related items from reliable sources at competitive prices. Our supply chain team sources, negotiates and purchases food and non-food items from more than 700 suppliers. Our suppliers must adhere to strict product specifications and quality control standards.

Our restaurant operating margins are subject to changes in the price and availability of food commodities. Prices for many of the food and other commodities we buy for our restaurants fluctuated significantly during fiscal 2010. Our operating margins are also affected by changes in the price of utilities, such as natural gas upon which many of our restaurants depend for their energy supply.

To help control costs and obtain competitive prices, our supply chain team negotiates directly with our suppliers and occasionally uses purchase commitment contracts to stabilize the potentially volatile pricing associated with certain commodity items. Additionally, we purchase products in bulk for our food products operations and negotiate volume discounts with suppliers. We continue to consolidate our purchasing activities for the entire company. This allows us to leverage the combined purchasing power of both restaurant concepts and our food products division. As part of this effort, we use competitive bidding and reverse on-line auctions for certain products and services.

Our Food Products Division manufactures sausage products for both of our restaurant concepts, which are distributed to our restaurants by third parties. Third parties distribute food and inventory items to our Bob Evans Restaurants once or twice a week. Our distributors purchase products from the suppliers we specify, at the prices we

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negotiate, and distribute them to our Bob Evans Restaurants on a cost-plus basis. During fiscal 2010 Bob Evans Restaurants received supplies from one of two primary distributors, Mattingly Foods, Inc. and Gordon Food Service, Inc.

SWH Custom Foods (Mimi’s in-house prep kitchen) prepares muffin mixes, dressings, sauces and soups for all Mimi’s. These items and other products are distributed to Mimi’s by third parties approximately twice per week. Produce, breads and dairy items are generally delivered to each Mimi’s four to five times per week to ensure freshness. During fiscal 2010, Mimi’s received supplies from PFG Customized Distribution, a national food distributor.

Although a limited number of distributors furnish inventory items to our restaurants, we believe other distributors can readily provide this inventory. We have not experienced any material or continued shortage of the products distributed by any third parties.

During fiscal 2010, we collected bids for distribution to our entire restaurant system and awarded contracts to Gordon Food Service, Inc. and Meadowbrook Meat Company, Inc. We expect this arrangement to result in improved distribution efficiency, consistent pricing for both restaurant concepts, and lower costs as we leverage the combined volume of Bob Evans Restaurants and Mimi’s.

Sources and Availability of Raw Materials

Menu mix in the restaurant business is varied enough that raw materials historically have been readily available. However, some food products may be in short supply during certain seasons and raw material prices often fluctuate according to availability. We believe that all essential food products will continue to be available from our existing suppliers or, upon short notice, can be obtained from other qualified suppliers. Due to the rapid turnover of perishable food items, our restaurants maintain inventories with a modest aggregate dollar value in relation to revenues.

Advertising and Marketing

We spent approximately $31 million on restaurant advertising and marketing during fiscal 2010. Most of our advertising budget was spent on television, radio, print and outdoor advertising for Bob Evans Restaurants. We focus our advertisements on new Bob Evans Restaurant menu items and the concept’s position as “Home of Homestyle^®” and our focus on offering “Farm Fresh Goodness^®” that brings families together. Our fiscal 2010 advertising campaigns featured new menu offerings from our innovation pipeline. We also remained focused on our digital marketing efforts by utilizing BE-Mail^®, Facebook and Twitter, as well as the Bob Evans Web site. We also distribute coupons and support in-store merchandising, menus, kids’ marketing programs, and local store marketing. For example, we support the openings of new and rebuilt stores with a special “Rise and Shine” grand opening celebration attended by members of our Bob Evans Restaurant leadership team.

Traditionally, Mimi’s relied on word-of-mouth and local store marketing rather than traditional advertising media. During fiscal 2010, we significantly expanded Mimi’s marketing efforts. These new marketing efforts included in-store merchandising, bounce-back coupons, targeted mailings and digital media, such as the expansion of the Mimi’s Café E-Club, targeted cable television commercials on a regional basis and the relaunch of the Mimi’s Café Web site. In fiscal 2011, Mimi’s will focus its advertising efforts on digital media.

Research and Development

Research and development expenses for our restaurant operations have not been material. As part of our effort to “Consistently Drive Sales Growth,” we continuously test food items to identify new and improved menu offerings to appeal to our existing customers, satisfy changing eating trends and attract new customers. We maintain 18-month product development pipelines for both of our restaurant concepts. These pipelines are focused on creating and introducing innovative items, as well as enhancements to existing offerings.

In order to keep our menus fresh and appealing to our guests’ taste preferences, our product development is concentrated on creating appealing menu offerings that are consistent with the positioning of each brand, as well as quality enhancements to some of our best-selling items. Product development for Bob Evans Restaurants focuses on homestyle offerings with a unique Bob Evans twist, whereas Mimi’s develops products made with freshly prepared items consistent with its positioning as the “All Day Fresh Café^®.”

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Competition

The restaurant industry is highly competitive. There are many different segments within the restaurant industry, distinguishable based on the type of food, food quality, service, location, associated price-to-value relationship and overall dining experience. We have positioned our Bob Evans Restaurants in the family dining segment and our Mimi’s in the casual dining segment. We must “Be the BEST at Operations Execution” to effectively compete for customers’ “share of stomach.”

The restaurant business is affected by changes in the public’s eating habits and preferences, population trends, traffic patterns, weather conditions and gasoline and other energy costs, as well as by local and national economic conditions affecting consumer spending habits, many of which are beyond our control. Key competitive factors in the industry include the quality and value of menu offerings, quality and speed of service, attractiveness of facilities, advertising, name-brand awareness and image, and restaurant locations. Although we believe our restaurant concepts compete favorably with respect to each of these factors, many of our competitors are well-established national, regional or local chains, and some have substantially greater financial, marketing and other resources than we have. Additionally, we compete with many restaurant operators and other retail establishments for site locations and restaurant employees. We also face growing competition from quick-service and fast-casual restaurants that are improving the quality and expanding the variety of their offerings, especially at breakfast.

Food Products Operations

Our vision for our food products business is to be a BEST in class food business with a portfolio of convenient meal solutions that meet consumer needs driven by innovation and strong retail partnerships. We offer a wide variety of quality, homestyle food products to retail and foodservice customers. We sell our retail food products under the Bob Evans^® and Owens^® brand names. We believe our food products provide convenient meal solutions that uphold our high-quality standards and unique farm-fresh taste. Our food products include approximately 100 varieties of fresh, smoked and fully cooked pork sausage and hickory-smoked bacon products. We also offer approximately 100 complementary, convenience food items in the refrigerated and frozen areas of grocery stores such as mashed potatoes, macaroni and cheese, microwaveable sandwiches and slow-roasted main dish entrées.

During fiscal 2010, we refined our product innovation pipeline for foodservice products and introduced approximately 30 new retail food products, including an assortment of Bob Evans Wrappers^® (sausage wrapped in dough) and Bob Evans Stuffers^® (biscuits stuffed with a variety of fillings). Pounds sold from comparable products were up seven percent, with overall food products net sales up 1.4 percent, in fiscal 2010 compared to fiscal 2009. Our refrigerated mashed potatoes and macaroni and cheese side dishes continue to grow as a percentage of our food products volume. We will continue to “Consistently Drive Sales Growth” through new product development and enhancing existing items to address changing consumer demands.

Production

We produce food products in our seven manufacturing facilities. We produce fresh sausage products at our plants located in Galva, Illinois, Hillsdale, Michigan, Richardson, Texas and Xenia, Ohio. Our Bidwell, Ohio plant produces both fresh and fully cooked sausage products. Our Sulphur Springs, Texas and Springfield, Ohio plants produce ready-to-eat products, such as sandwiches, soups and gravies. We also operate a distribution center in Springfield, Ohio.

We have made efforts to “Increase Returns on Invested Capital” by implementing a plant rationalization program to ensure we are positioned for future growth. The program is geared to identify operational gaps and opportunities to improve production efficiencies. As part of this program, we completed an expansion of our Springfield, Ohio distribution center in fiscal 2008 at a cost of approximately $9 million. During fiscal 2010, we completed an approximately $16 million expansion of our Sulphur Springs, Texas facility to add more capacity to produce fully cooked products. We also “Increased Returns on Invested Capital” in fiscal 2010 by continuing to improve boneless meat yields at our fresh sausage manufacturing plants. During fiscal 2011, we plan to reduce our production costs though the implementation of process improvements at our manufacturing plants.

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We strive to “Be the BEST at Operations Execution” by always focusing on food safety. We follow a Hazard Analysis and Critical Control Points (“HACCP”) program at each of our manufacturing plants. HACCP is a comprehensive system developed in conjunction with government agencies to prevent food safety problems by addressing physical, chemical and biological hazards. We use HACCP to identify potential safety hazards so that key actions can be taken to reduce or eliminate risks during production. We also have a team dedicated to food safety and quality assurance. During fiscal 2010, all of our manufacturing plants and our Springfield, Ohio, distribution center earned certification through the British Retail Consortium (BRC) Global Standard for Food Safety.

We use third parties to manufacture or “co-pack” all of the Bob Evans^® and Owens^® products that are not produced in our own facilities. These co-packed items include our mashed potatoes, macaroni and cheese, and some meat items. At the end of fiscal 2010, we used approximately 26 third parties to manufacture food products for us.

Sales

The U.S. food industry has experienced significant consolidation over the last 20 years as competitors have shed non-core businesses and made strategic acquisitions to complement category positions, maximize economies of scale in raw material sourcing and production, and expand retail distribution. The importance of sustaining strong relationships with retailers has become a critical success factor for food companies because it drives category management and continuous replenishment programs. Food companies with category leadership positions and strong retail relationships have increasingly benefited from these initiatives as a way to maintain shelf space and maximize distribution efficiencies.

Although our Bob Evans^® brand mashed potatoes are only available on a limited basis in some parts of the country, we believe it is the leading brand of refrigerated mashed potatoes in the United States. Our goal is to “Consistently Drive Sales Growth” by leveraging our strong share position to secure additional retail store business and gain more market penetration. We also believe strong brand awareness is critical in maintaining and securing valuable retail shelf space and will provide a strong platform for introducing product line extensions and new products.

Before the elimination of intercompany sales to our restaurants, retail sales accounted for approximately 88 percent of our fiscal 2010 food products business, with foodservice sales comprising approximately 9 percent and sales to our restaurants comprising approximately 3 percent. Our sales force, which consists of our national account teams and third party food brokers, sells our food products to a number of leading national and regional retail chains. A relatively small number of customers accounts for a large percentage of our sales. For fiscal 2010, our largest 10 accounts represented approximately 60 percent of our total food products sales, with Wal-Mart Stores, Inc. (and its affiliates) and The Kroger Co. each accounting for over 10 percent of our food products segment sales. As part of our effort to “Win Together as a Team,” we maintain national account teams to address the needs of our key retailers on a long-term basis.

We continue to devote time and effort on sales of our products to foodservice customers. Items for our foodservice customers are made to their specifications and include sausage, sausage gravy and breakfast sandwiches. Although foodservice represents only a small portion of our food products sales, it provides us with incremental volume in our production plants, as well as an opportunity for future growth.

We sell a variety of products to food brokers who in turn supply the U.S. military, including convenience food items and sausage. Products sold to the military represented less than one percent of our food products volume in fiscal 2010.

In fiscal 2010, we sold our grilling sausage, side dish and frozen breakfast items in the Ontario, Canada area. Less than one percent of our fiscal 2010 revenue is attributable to sales of our food products in Canada or Mexico.

Distribution

We currently supply our customers by shipping products directly to their warehouses for further distribution by the customers to their retail stores. In the past, we supplied customers through our direct-store delivery system, in which members of our route-sales team periodically called on retail stores to purchase products off a delivery truck.

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During fiscal 2010, we completed the conversion of our direct-store-delivery system to a warehouse system. Although the conversion to a warehouse system initially resulted in some severance costs and higher slotting fees, we expect it will provide a lower cost structure in the long-term. We also distribute our products through food wholesalers and distributors who primarily service smaller, independent grocers.

At the end of fiscal 2010, Bob Evans^® and Owens^® brand products were available for purchase in grocery stores in all 50 states, the District of Columbia, and the Ontario, Canada area. Our Owens^® brand products were available for purchase primarily in Oklahoma and Texas. Several of our Owens^® brand products were also available in parts of Mexico through H.E. Butt Grocery Company (dba HEB Grocery Stores).

We continue to work with retailers in states where there is an opportunity to distribute our products. We will explore expansion prospects with retailers to profitably increase points of distribution. During fiscal 2010, we added approximately 700 new product authorizations (i.e., orders from customers for products they have not ordered from us before).

Sources and Availability of Raw Materials

The most important raw material used in our food products business is live sows, which we depend upon to produce our pork sausage products. We procure live sows at prevailing market prices from terminals, local auctions, country markets and corporate and family farms in many states and Canada. The live sow market is highly cyclical in terms of the number of sows available and the current market price. During fiscal 2010, there was a significant contraction in the live sow market, and we believe that the sow herd is at its lowest level since the early 1900’s. The live sow market is also dependent upon supply and demand for pork products, as well as corn and soybean meal prices (the major food supply for sows), weather and farmers’ access to capital. In fiscal 2011, we believe our food products segment will continue to be challenged by sow costs that are significantly higher than historical averages, as well as limited supplies of sows. To date, we have not experienced any significant or prolonged difficulty in procuring live sows. We have not traditionally contracted in advance for the purchase of live sows, although we have done so in limited quantities from time-to-time. We have in the past year however entered into some contracts with regard to the purchase of live sows where we have agreed to accept a specific number of truck loads per week with pricing based on the current market price plus yield premiums.

Other important raw materials used in our food products operations are seasonings and packaging materials. Historically, these materials have been readily available, although some items may be in short supply during certain seasons and prices fluctuate according to availability. Generally, we purchase these items under supply contracts, and we occasionally engage in forward buying when we believe it to be advantageous. We believe that these items will continue to be available from our existing suppliers or, upon short notice, can be obtained from other qualified suppliers.

Most of our food products are highly perishable and require proper refrigeration. Product shelf life ranges from 18 to 60 days for refrigerated products. Due to the highly perishable nature and shelf life of these items, our production plants normally process only enough product to fill existing orders. As a result, we maintain minimal inventory levels. With our transition to a warehouse delivery system, many of our breakfast and dinner sausage items are frozen and shipped to warehouses. Shipping frozen product allows our retailers added flexibility to slack out product to meet consumer demand and allows us to build inventory for heavy consumption periods.

Advertising and Marketing

During fiscal 2010, we spent approximately $9.5 million marketing our food products. Our food products marketing programs consist of advertising, consumer promotions and trade promotions. Our advertising activities include television, radio, newspaper and magazine advertisements aimed at increasing brand awareness and building consumer loyalty. Consumer promotions include the distribution of recipes featuring our products and targeted coupons designed to attract new customers and increase the frequency of purchases. Our trade promotions are aimed at providing retail display support and securing additional shelf space. During fiscal 2010, we continued to “Win Together as a Team” and “Consistently Drive Sales Growth” through joint marketing programs to support both Bob Evans Restaurants and Bob Evans Food Products.

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Competition

The food products business is highly competitive and is affected by changes in the public’s eating habits and preferences, as well as by local and national economic conditions affecting consumer spending habits, many of which are beyond our control. Key competitive factors in the industry are the quality, flavor and value of the food products offered, advertising and name brand awareness. We believe that we compete favorably with respect to each of these factors. Our competitors include well-established national, regional and local producers and wholesalers of similar products, some of whom have substantially greater financial, marketing and other resources than we have. We also face growing competition from private label sausage products and side dishes. With respect to our sausage products, our major competitors include the sausage products of Johnsonville Sausage LLC and the Sarah Lee Corporation (i.e., Jimmy Dean brand). We believe that sales of our sausage and mashed potato products constitute a significant portion of sales of comparable products in the majority of our core markets.

Productivity — Project BEST Way

We maintain and support a company-wide productivity initiative called Project BEST Way. The objective of Project BEST Way is to achieve efficiencies and productivity in all business units through various initiatives and projects. A number of projects fall within the umbrella of Project BEST Way, including our efforts to control and reduce supply chain costs, reducing restaurant labor costs, and our manufacturing plant process improvement project (i.e., LEAN manufacturing). We believe Project BEST Way supports our annual and five-year strategic plans by leveraging operational productivity with capital allocation to add profit to our bottom line.

Seasonality and Quarterly Results

Our restaurant and food products businesses are subject to seasonal fluctuations. Historically, our highest levels of revenue and net income at Bob Evans Restaurants occurred in the first and second quarters of our fiscal year. Many Bob Evans Restaurants are located near major interstate highways and generally experience increased revenue during the summer travel season. Conversely, Mimi’s business traditionally tends to be slightly lower in the summer months. Holidays, severe weather conditions (such as snow storms, hurricanes, thunderstorms), natural disasters (such as flooding, tornadoes, and earthquakes) and similar conditions may impact restaurant sales volumes in some of the markets in which we operate.

Our food products business is seasonal to the extent that third and fourth quarter sales are typically higher due to increased sales of sausage during the colder months from November through April. We promote our bratwurst and Italian sausage products for outdoor grilling in an attempt to grow volume during the summer months.

Our consolidated quarterly results are significantly impacted by the cost and availability of raw materials, especially live sows. Our consolidated quarterly results are also impacted by the timing of new restaurant openings and remodels and their associated costs. As a result of these and other factors, our financial results for any given quarter may not be indicative of the results that may be achieved for a full fiscal year.

Trademarks and Service Marks

We have registered trademarks and service marks, including the marks “Bob Evans^®” and “Mimi’s Cafe^®” for our restaurant business, “Bob Evans^®” and “Owens^®” for our food products business and “SWH Custom Foods^®” for our prep kitchen services, as well as the Bob Evans and Mimi’s Café logos. We maintain a registration program for our marks with the United States Patent and Trademark Office and in certain foreign countries. In order to better protect our brands, we have also registered our ownership of the Internet domain names “www.bobevans.com” and “www.mimiscafe.com.” We believe that our trademarks, service marks, proprietary recipes and other proprietary rights have significant value and are important to our brand-building efforts and the marketing of our restaurant concepts and food products. We have vigorously protected our proprietary rights in the past and expect to continue to do so. We cannot predict, however, whether steps taken by us to protect our proprietary rights will be adequate to prevent misappropriation of these rights or the use by others of restaurant features based upon, or otherwise similar to, our concepts. It may be difficult for us to prevent others from copying elements of our restaurant concepts and food products, and any litigation to enforce our rights would likely be costly.

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Government Regulation

We are subject to numerous federal, state and local laws affecting our businesses. Our restaurants are subject to licensing and regulation by a number of governmental authorities, which may include health, sanitation, environmental, zoning and public safety agencies in the state or municipality in which the restaurant is located. Difficulties in obtaining or failures to obtain the required licenses or approvals could delay or prevent the development and openings of new restaurants or could disrupt the operations of existing restaurants. However, we believe that we are in compliance in all material respects with all applicable governmental regulations and, to date, we have not experienced abnormal difficulties or delays in obtaining the licenses or approvals required to open or operate any of our restaurants.

Various federal and state labor laws govern our operations and our relationships with our employees, including such matters as minimum wage, meal and rest breaks, overtime, fringe benefits, safety, working conditions and citizenship requirements. Significant government-imposed increases in minimum wages, paid or unpaid leaves of absence, paid “sick days” or other paid time off, mandated health benefits for all employees or increased tax reporting, assessment or payment requirements related to our employees who receive gratuities could be detrimental to the profitability of our restaurants and food products operations. Minimum wage increases at the federal level and in California, Ohio, and many other states in which we operated during fiscal 2009 affected the profitability of our restaurant and food products businesses and led to increased menu prices. Various proposals that would require employers to provide paid time off for all of their employees are considered from time-to-time in Congress and various states.

The costs of insurance and medical care have risen significantly over the past few years and are expected to continue to increase. Existing or potential legislation changes, such as proposals to require employers to provide health insurance to all employees, could negatively impact our operating results. The imposition of any requirement that we provide paid time off or health insurance to all employees could have an adverse effect on our results of operations and financial position, as well as the restaurant industry in general. Our suppliers may also be affected by higher minimum wage and benefit standards, which could result in higher costs for goods and services supplied to us.

We have a significant number of hourly restaurant employees that receive tip income. We have elected to voluntarily participate in a Tip Reporting Alternative Commitment (“TRAC”) agreement with the Internal Revenue Service. By complying with the educational and other requirements of the TRAC agreement, we reduce the likelihood of potential employer-only FICA assessments for unreported or underreported tips.

There have been a number of federal, state and local proposals and regulations to require restaurants to provide nutritional information on menus and/or require that restaurants label menus with the country of origin of meal ingredients. For example, our Mimi’s Cafés located in California are subject to a state-wide menu labeling law that became effective on July 1, 2009, and our Bob Evans Restaurant located in Montgomery County, Maryland is subject to a menu-labeling law that becomes effective on July 1, 2010. The national health care reform legislation enacted on March 23, 2010 contains provisions that require restaurants with 20 or more locations to post calorie information on menus and additional nutritional information in writing at the restaurant. The FDA is currently drafting specific regulations which it must implement within one year from the date of passage of the federal legislation. Although the new federal legislation preempts the legislation already enacted in California, Montgomery County, Maryland, and other state and local jurisdictions (e.g., Maine, Massachusetts, New Jersey, Oregon, New York City and Philadelphia), these jurisdictions are requiring compliance with their regulations until the FDA regulations are enacted. We are concerned that the imposition of menu-labeling laws could have an adverse effect on our results of operations and financial position, as well as the restaurant industry in general. However, we support the implementation of uniform standards across the United States by the FDA, rather than a state-by-state and locality-by-locality approach.

Potential changes in labor laws, including the possible passage of all or parts of the proposed Employee Free Choice Act (“EFCA”), could result in portions of our workforce being subjected to greater organized labor influence. The EFCA, also referred to as the “card check” bill, could impact the nature of labor relations in the United States, specifically, how union elections and contract negotiations are conducted. The EFCA aims to make it easier for unions to form, and employers of unionized employees may face mandatory, binding arbitration of labor scheduling, costs and standards, which could increase the costs of doing business. Although we do not currently

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have any union employees, EFCA or similar labor legislation could have an adverse effect on our business and financial results by imposing requirements that could potentially increase our costs, reduce our flexibility and impact our ability to service our guests.

Our restaurants and manufacturing plants must comply with the applicable requirements of the Americans with Disabilities Act of 1990 (“ADA”) and related state statutes. The ADA prohibits discrimination on the basis of disability with respect to public accommodations and employment. Under the ADA and related state laws, when constructing new restaurants and facilities or undertaking significant remodeling of existing restaurants and facilities, we must make them more readily accessible to people with disabilities. We also must make reasonable accommodations for the employment of people with disabilities. The ADA was amended to significantly expand the categories of individuals who are deemed to have disabilities.

Alcoholic beverage control regulations require each Mimi’s Café to apply to a state authority and, in certain locations, county and municipal authorities for licenses and permits to sell alcoholic beverages on the premises. Typically, licenses must be renewed annually and may be subject to penalties, temporary suspension or revocation for cause at any time. Alcoholic beverage control regulations impact many aspects of the daily operations of our Mimi’s Cafés, including the minimum ages of patrons and employees, employee alcoholic beverage training, hours of operation, advertising, wholesale purchasing, inventory control and the handling, storage and dispensing of alcoholic beverages. We have not encountered any significant problems related to alcoholic beverage licenses to date.

Mimi’s Cafés located in certain states may be subject to “dram-shop” statutes, which generally provide a person injured by an intoxicated person with the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. We train our Mimi’s Café employees how to serve alcohol and we carry liquor liability coverage as part of our existing comprehensive general liability insurance. We have never been named as a defendant in a lawsuit involving “dram-shop” statutes.

As a manufacturer and distributor of food products, we are subject to a number of food safety regulations, including regulations promulgated by the U.S. Department of Agriculture (“USDA”) and the FDA. These agencies enact and enforce regulations relating to the manufacturing, labeling, packaging, distribution and safety of food in the United States. Among other matters, these agencies: enforce statutory prohibitions against misbranded and adulterated foods; establish safety standards for food processing; establish standards for ingredients and manufacturing procedures for certain foods; establish standards for identifying certain foods; determine the safety of food additives; establish labeling standards and nutrition labeling requirements for food products; and enforce regulations to prevent the introduction, transmission or spread of communicable diseases. In addition, various states regulate our operations by: enforcing federal and state standards for selected food products; grading food products; licensing and inspecting plants and warehouses; regulating trade practices related to the sale of food products; and imposing their own labeling requirements on food products. Some of the food commodities we use in our operations are also subject to governmental agricultural programs. These programs have substantial effects on prices and supplies and are subject to Congressional and administrative review.

Through our sausage manufacturing operations, our food products business is subject to the requirements of the Packers & Stockyards Act (the “P&S Act”). The general purpose of the P&S Act is to: (1) assure fair competition and fair trade practices; (2) safeguard farmers and ranchers; (3) protect consumers; and (4) protect members of the livestock, meat and poultry industries from unfair, deceptive, unjustly discriminatory and monopolistic practices. The P&S Act is administered by the Grain Inspection, Packers & Stockyards Administration (“GIPSA”), which is part of the USDA. Among other requirements, the P&S Act requires meat packers, such as our food products business, to be bonded, provides trust protection for producers in the event they are not paid for livestock by a meat packer, and requires that livestock producers be paid promptly by meat packers for the sale of livestock. Violations of the P&S Act may be resolved through a notice of violation, a stipulation agreement with GIPSA, administrative actions and court actions. During fiscal 2010, we resolved an administrative action filed against us alleging violations of the prompt pay requirements of the P&S Act. The settlement of this matter will not have a material adverse effect on our financial condition or results of operations.

We are subject to federal and state environmental regulations, including various laws concerning the handling, storage and disposal of hazardous materials, such as cleaning solvents. These regulations have not had a material adverse effect on our operations to date. We do not anticipate that compliance with federal, state and local provisions

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regulating the discharge of materials into the environment, or which otherwise relate to the protection of the environment, will have a material adverse effect upon our capital expenditures, revenues or competitive position.

U.S. federal, state and local laws and regulations are increasingly being enacted to address concerns about the effects that carbon dioxide emissions and other identified greenhouse gases (“GHG”) may have on the environment and climate worldwide. These effects are widely referred to as “Climate Change.” In the U.S., Climate Change legislation is currently pending in Congress and, if enacted, would limit GHG emissions from covered entities through a “cap and trade” system to reduce the quantity of national GHG emissions in accordance with established goals and time lines. One or more of our food processing facilities could be covered by such new legislation. There also has been recent regulatory activity relative to the regulation of GHG emissions by the U.S. Environmental Protection Agency (“EPA”) under the Clean Air Act, including the proposed mandatory reporting of greenhouse gases rule. Additionally, several states already have taken steps to require the reduction of GHGs by certain companies and public utilities, primarily through the planned development of GHG inventories and/or regional GHG cap and trade programs. GHG emissions occur at several points across our operations, including production, transportation and processing. Our compliance with any future legislation or regulation of GHGs, if it occurs, may result in increased compliance and operating costs. It is not, however, possible at this time to predict the structure or outcome of any future legislative or regulatory efforts to address such emissions or the eventual cost to us of compliance. Based on information currently available to us, we believe that compliance with these regulations will not have a material adverse effect on us.

Employees

As of April 30, 2010, we employed 44,086 persons (full and part-time), including 42,741 persons in our restaurant business and 1,345 persons in our food products business. None of our employees are currently covered by collective bargaining agreements, and we have never experienced an organized work stoppage, strike or labor dispute. We believe our working conditions and compensation packages are generally comparable with those offered by our competitors. We consider overall relations with our employees to be favorable.

Available Information

Our Internet Web site address is www.bobevans.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available through our Web site as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission. The information contained on or connected to our Web site is not incorporated into this Annual Report on Form 10-K.

Upon the written request of a stockholder, we will provide without charge a copy of this Annual Report on Form 10-K, including the financial statements and financial statement schedules included herein. In addition, upon the written request of a stockholder, we will provide a copy of any exhibit to this Annual Report on Form 10-K upon the payment of a reasonable fee. Written requests should be delivered to Bob Evans Farms, Inc., Attention: Investor Relations, 3776 South High Street, Columbus, Ohio 43207.

Item 1A.   Risk Factors

The risk factors presented below may affect our future operating results, financial position and cash flows. In addition to the risk factors presented below, changes in general economic conditions, consumer tastes and discretionary spending patterns, demographic trends and consumer confidence in the economy, which affect consumer behavior and spending for restaurant dining occasions and retail purchases in general, may have a material adverse effect on us. Our actual results could vary significantly from any results expressed or implied by any forward-looking statements contained in this Annual Report on Form 10-K or our other filings with the Securities and Exchange Commission depending upon a variety of factors, including, but not limited to, the following risks and uncertainties:

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Our business could suffer if we are the subject of negative publicity or litigation regarding allegations of food-related illnesses.

As a multi-unit restaurant business and food products business, we can be adversely affected by complaints or litigation from consumers alleging illness, injury or other food quality, adverse health effects (including obesity) or operational concerns. Our reputation and business can also be adversely affected by negative publicity resulting from such complaints or litigation. Food-related illnesses may be caused by a variety of foodborne pathogens, such as e-coli or salmonella, and from a variety of illnesses transmitted by restaurant workers, such as hepatitis. Foodborne illness incidents could also be caused by food suppliers and distributors. As a result, we cannot control all of the potential sources of illness that can be transmitted from food. If any person becomes ill, or alleges becoming ill, as a result of eating our food, we may be liable for damages, be subject to governmental regulatory action and/or receive adverse publicity, regardless of whether the allegations are valid or whether we are liable, any of which could have long-lasting, negative effects on our financial position and results of operations.

Legislation and regulations requiring the display and provision of nutritional information for our menu offerings in our restaurants could increase our operating costs, affect consumer preferences, increase the likelihood of litigation, and negatively impact our results of operations.

We are concerned about regulations requiring restaurants to provide calorie and other nutritional information on menus and/or in our restaurants. Our Mimi’s Cafés located in California are subject to a state-wide menu labeling law that became effective on July 1, 2009, and our Bob Evans Restaurant located in Montgomery County, Maryland is subject to a menu labeling law that becomes effective on July 1, 2010. The national health care reform legislation enacted on March 23, 2010, contains provisions that require restaurants with 20 or more locations to post calorie information on menus and additional nutritional information in writing at the restaurant. The FDA is currently drafting specific regulations which it must implement within one year from the date of passage of the federal legislation. Although the new federal legislation preempts the legislation already enacted in California, Montgomery County, Maryland, and other state and local jurisdictions (e.g., Maine, Massachusetts, New Jersey, Oregon, New York City and Philadelphia), some of these jurisdictions are requiring compliance with their regulations until the FDA regulations are enacted.

Menu labeling regulations could have an adverse effect on our results of operations and financial condition due to the potential impact on our sales and profitability if the disclosures change guest preferences and menu mix, as well as increased operating costs incurred to comply with these regulations. Moreover, we could become subject to litigation arising from our nutritional disclosures, such as claims that our nutritional disclosures are inaccurate or that our menu offerings are harmful to human health.

The financial performance and results of operations of our food products business could be adversely affected by availability of and price we pay for sows.

The most important raw material used in our food products business is live sows, which we depend upon to produce our pork sausage products. We procure live sows at prevailing market prices from terminals, local auctions, country markets and corporate and family farms in many states and Canada. The live sow market is highly cyclical in terms of the number of sows available and the current market price. During fiscal 2010, there was a significant contraction in the live sow market, and we believe that the sow herd is at its lowest level since the early 1900’s. The live sow market is also dependent upon supply and demand for pork products, as well as corn and soybean meal prices (the major food supply for sows), weather and farmers’ access to capital. The live sow market has been extremely volatile over the past several years, with our sow costs averaging $42 per hundredweight in fiscal 2010, $45 per hundredweight in fiscal 2009 and $35 per hundredweight in fiscal 2008.

In fiscal 2011, we believe our food products segment will continue to be challenged by sow costs that are significantly higher than historical averages, as well as limited supplies of sows. We estimate our fiscal 2011 sow costs will be in the range of $55 to $60 per hundredweight, compared to $42 in fiscal 2010. Higher sow costs adversely affect the profitability of our food products business, and we cannot assure you that we will be able to pass along any portion to our food products consumers in a timely manner or at all.

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Health concerns and government regulations relating to the consumption of trans-fats, pork, beef, chicken and other food products could affect consumer preferences and could negatively impact our results of operations.

Consumer food preferences could be affected by health concerns about the consumption of various types of food, such as trans-fats, pork, beef and chicken. Negative publicity concerning trans-fats related to fried foods and other items, “mad cow” and “foot-and-mouth” disease relating to the consumption of beef and other meat products, “H1N1” or “swine flu” related to pork products, “avian flu” related to poultry products and the publication of government, academic or industry findings about health concerns relating to menu items served by any of our restaurants could also affect consumer food preferences. These types of health concerns and negative publicity concerning our food products may adversely affect the demand for our food and negatively impact our business and results of operations. Additionally, some government authorities are increasing regulations regarding trans-fats, and sodium which may require us to limit or eliminate trans-fats and sodium from our menu offerings and/or food products. For example, our Mimi’s Cafés located in California are subject to a state-wide trans-fat ban which began in 2010. These regulations may require us to switch to higher cost ingredients and may hinder our ability to operate in certain markets.

The success of our restaurant operations is dependent, in part, upon our ability to effectively respond to changes in consumer health and disclosure regulations and to adapt our menu offerings to trends in eating habits. If consumer health regulations or consumer eating habits change significantly, we may be required to modify or delete certain menu items. To the extent we are unable to respond with appropriate changes to our menu offerings, it could materially affect customer demand and have an adverse impact on our revenues.

The global economic crisis adversely impacted our business and financial results in fiscal 2010, and a prolonged recession could have a material adverse effect on us in the future.

The restaurant industry is dependent upon consumer discretionary spending. The global economic crisis has reduced consumer confidence to historic lows impacting the public’s ability and desire to spend discretionary dollars as a result of job losses, home foreclosures, significantly reduced home values, investment losses in the financial markets, personal bankruptcies and reduced access to credit, resulting in lower levels of guest traffic in our restaurants. If this difficult economic situation continues for a prolonged period of time or deepens in magnitude, our business and results of operation could be materially adversely effected and may result in a further deceleration of the number and timing of new restaurant openings. Continued deterioration in guest traffic and a reduction in the average amount guests spend in our restaurants will negatively impact our revenues. This will result in spreading fixed costs across a lower level of sales, and will, in turn cause downward pressure on our profitability. This could result in asset impairment charges and potential restaurant closures. Future recessionary effects on us are unknown at this time and could have a material adverse effect on our financial position and results of operations.

Certain economic and business factors specific to the restaurant industry and certain general economic factors including unemployment, energy prices and interest rates that are largely out of our control may adversely affect our results of operations.

The results of operations of our restaurant concepts depend upon a number of industry-specific and general economic factors, many of which are beyond our control. The restaurant industry is affected by changes in national, regional and local economic conditions, consumer spending patterns and consumer preferences. Recessionary economic cycles, a protracted economic slowdown, a worsening economy, increased unemployment, decreased salaries and wage rates, increased energy prices, inflation, rising interest rates or other industry-wide cost pressures affect consumer behavior and decrease spending for restaurant dining occasions, leading to a decline in our sales and earnings. When gasoline, natural gas, electricity and other energy costs increase, and credit card, home mortgage and other borrowing costs increase with rising interest rates, our guests may have less disposable income and reduce the frequency with which they dine out. This is particularly the case with casual dining concepts like Mimi’s Café because consumers may choose more inexpensive restaurants (such as quick-service restaurants or fast casual dining) when eating outside the home. Unfavorable changes in the factors described above or in other business and economic conditions affecting our customers could increase our costs, reduce traffic in some or all of

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our restaurants or impose practical limits on pricing, any of which would lower our profit margins and have a material adverse effect on our financial condition and results of operations.

Because many of our restaurants are concentrated in certain geographic areas, there could be a material adverse effect on our operations by regional economic conditions and events.

The concentration of many of our existing and planned restaurants in particular regions of the United States could affect our operating results in a number of ways. For example, our results of operations may be adversely affected by economic conditions in that region, the local labor market and regional competition. Also, adverse publicity relating to our restaurants in a region in which they are concentrated could have a more pronounced adverse effect on our overall revenue than might be the case if our restaurants were more broadly dispersed.

A majority of our Bob Evans Restaurants are located in Ohio and other parts of the Midwest, which makes us particularly sensitive to economic conditions, natural disasters, severe weather and other events in this region. We believe same-store sales at our Bob Evans Restaurants are particularly sensitive to economic conditions in the Midwest, which has been hit particularly hard by the downturn in the United States’ economy, the troubled auto industry, increased unemployment and lower home values. Nearly 250 Bob Evans Restaurants are located in Michigan and Ohio where the impact of job losses in the automotive industry (manufacturers and suppliers) could have a material adverse effect on our sales. Also, because a significant percentage of our Mimi’s are located in California, we are also particularly sensitive to events and developments in that state, such as earthquakes or other natural disasters and energy shortages. We are particularly concerned about Mimi’s sales and profit trends in California, Florida, Arizona and Nevada. These states accounted for approximately 70 percent of Mimi’s sales in fiscal 2010 and have been hit particularly hard by the downturn in the United States’ economy, sub-prime mortgage issues, increased unemployment and lower home values.

Our failure to achieve and maintain positive same-store sales for an extended period of time would likely have a material adverse effect upon our financial condition, results of operation and cash flows.

Same-store sales are a key measure of the financial health of our company, as well as our individual restaurants. Same-store sales growth may be affected by a number of factors, including:

•  local and national economic conditions affecting consumer spending habits;

•  gasoline prices;

•  customer trends;

•  intense competition in the restaurant business;

•  customer satisfaction;

•  extraordinary events such as weather or natural disasters; and

•  pricing pressure.

In fiscal 2010, same-store sales at Mimi’s decreased 7.2 percent and Bob Evans Restaurants’ same-store sales decreased 3.5 percent. Our failure to achieve and maintain positive same-store sales for extended periods of time for either of our restaurant concepts would have a material adverse effect upon our business, results of operations and financial condition.

Our business could suffer if we are the subject of increased litigation regarding personal injuries suffered on our premises, discrimination, harassment or other labor matters.

Employee and customer claims against us based on, among other things, personal injury, discrimination, harassment, wage and hour disputes or wrongful termination may divert our financial and management resources from operating our businesses. Restaurant companies have been the target of class actions and other lawsuits alleging, among other things, violation of federal and state law. Like many employers, Mimi’s has been faced with allegations of purported class-wide wage and hour violations in California, and we have taken charges related to the settlement of these cases.

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On October 28, 2008, a class action complaint entitled Leonard Flores, et al. v. SWH Corporation d/b/a Mimi’s Café was filed in Orange County California Superior Court. Mr. Flores was employed as an assistant manager of Mimi’s Café until September 2006 and purports to represent a class of assistant managers who are allegedly similarly situated. Mimi’s Café classified its assistant managers as exempt employees until October 2009. The case involves claims that current and former assistant managers working in California from October 2004 to October 2009 were misclassified by Mimi’s Café as exempt employees. As a result, the complaint alleges that these assistant managers were deprived of overtime pay, rest breaks and meal periods as required for nonexempt employees under California wage and hour laws. The complaint seeks injunctive relief, equitable relief, unpaid benefits, penalties, interest and attorneys’ fees and costs.

Although we believe Mimi’s Café properly classified its assistant managers as exempt employees under California law, we elected to resolve the Flores lawsuit through voluntary mediation. The Orange County California Superior Court granted preliminary approval of a settlement in the amount of $1,030,000 in January 2010. We recently completed the administration of claims, and the Orange County Superior Court granted final approval of the settlement on June 10, 2010.

On October 13, 2009, a class action complaint entitled Edder Diaz and Rosolyn Gray, et al. vs. SWH Corporation d/b/a Mimi’s Café was filed in Alameda County California Superior Court. Mr. Diaz and Ms. Gray purport to represent a class of various nonexempt employees, including bartenders, hosts and servers, who are allegedly similarly situated. The case involves claims that current and former nonexempt employees working in these positions in California from October 2005 to the present (1) were not reimbursed for certain expenses incurred in connection with the discharge of their duties and (2) were denied rest breaks and meal periods as required for nonexempt employees under California wage and hour laws. The complaint seeks unspecified damages, penalties, interest and attorneys’ fees and costs.

We believe Mimi’s has complied with the California wage and hour laws at issue in the Diaz lawsuit. We are evaluating the results of similar proceedings in California and are consulting with advisors with specialized expertise. An unfavorable verdict or a significant settlement could have a material adverse effect on our financial position, cash flows and results of operations.

The restaurant and food products industries are heavily regulated, and compliance with applicable laws and regulations may be more costly than we expect.

The restaurant industry and the food products industry are subject to various federal, state and local laws and regulations. Compliance with these legal requirements may be more costly than we expect. The failure to obtain and/or retain licenses, permits or other regulatory approvals could delay or prevent the opening of a restaurant and/or the continued operation of a particular restaurant or food products manufacturing facility. Our failure to comply with applicable laws and regulations could also result in fines or legal actions that could adversely affect our business, results of operations and financial position. Significant legal and regulatory issues affecting our business include:

•  employment laws, including minimum wage requirements, overtime pay, meal and rest break requirements, paid “sick days” or other paid time off, unemployment tax rates, discrimination laws, workers’ compensation rates and citizenship and immigration requirements;

•  national health care reform legislation that passed the U.S. Congress in March 2010 and its provisions that will require labeling on restaurant menus, menu boards, and drive-through displays;

•  permit, licensing and other regulatory requirements for the sale of food and alcoholic beverages;

•  health, safety and fire regulations;

•  zoning, land and environmental regulations;

•  sales tax;

•  food safety regulations governing the manufacture (including composition and ingredients), labeling, packaging and safety of food in the United States and Canada;

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•  laws governing public access and employment for people with disabilities; and

•  state “dram shop” statutes, which generally allow a person injured by an intoxicated person to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person.

A privacy breach could adversely affect our business.

The protection of customer, employee and company data is critical to us. The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements. Compliance with these requirements may result in cost increases due to necessary systems changes and the development of new administrative processes. In addition, customers have a high expectation that we will adequately protect their personal information. If we fail to comply with these laws and regulations or experience a significant breach of customer, employee or company data, our reputation could be damaged and we could experience lost sales, fines or lawsuits.

Our success depends on our ability to compete effectively in the restaurant and food products industries.

The restaurant industry is highly competitive and is affected by changes in the public’s eating habits and preferences, population trends, traffic patterns and weather conditions, as well as by local and national economic conditions affecting consumer spending habits, many of which are beyond our control. Key competitive factors in the restaurant industry include the quality and value of the menu items offered, quality and speed of service, attractiveness of facilities, advertising, name brand awareness and image and restaurant locations. Many of our competitors are well-established national, regional or local chains, and some have substantially greater financial, marketing and other resources than we have, which may give them competitive advantages. We also compete with many restaurant operators and other retail establishments for site locations and restaurant employees. We expect competition to intensify as our competitors expand operations in our markets and quick-service restaurant chains expand their breakfast offerings. This increased competition could have a material adverse effect on our financial position or results of operations.

The food products business is also highly competitive and is affected by changes in the public’s eating habits and preferences, as well as by local and national economic conditions affecting consumer spending habits. Key competitive factors in the industry include the quality, flavor and value of the food products offered, advertising and name brand awareness. Our competitors include well-established national, regional and local producers and wholesalers of similar products, many of whom have substantially greater name recognition and financial, marketing and other resources than we have, which may give them competitive advantages. We are facing increased competition from private label sausage products and side dishes. We expect competition to intensify in our food products segment as other food companies introduce refrigerated side dishes to compete with our successful mashed potatoes and macaroni and cheese products. This increased competition could have a material adverse effect on our financial position or results of operations.

The price and availability of food, ingredients and utilities used by our restaurants could adversely affect our revenues and results of operations.

Our business is subject to the general risks of inflation. Our results of operations depend significantly on our ability to anticipate and react to changes in the price and availability of food, ingredients, utilities, and other related costs over which we may have little control. Fluctuations in economic conditions, weather and demand, as well as natural disasters can adversely affect the availability, quality and cost of the ingredients and products that we buy. We require fresh produce, dairy products and meat, and therefore are subject to the risk that shortages or interruptions in supply of these food products could develop. Our operating margins are subject to changes in the price and availability of food commodities. For example, during fiscal 2010, the profitability of our food products segment was negatively impacted by supply issues as well as by price volatility including record high sow costs in the fourth quarter, which represent the majority of food products segment cost of sales. The effect of, introduction of, or changes to tariffs or exchange rates on imported retail products or food products could increase our costs and possibly affect the supply of those products. Our operating margins are also affected by fluctuations in the price of utilities such as natural gas, whether as a result of inflation or otherwise, on which our restaurants

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depend for much of their energy supply. Our inability to anticipate and respond effectively to an adverse change in any of these factors could have a significant adverse effect on our results of operations. In addition, because we provide a moderately priced product, we may not seek or be able to pass along price increases to our guests sufficient to offset cost increases.

Our inability to successfully and sufficiently raise menu and food products prices to offset increased costs could result in a decline in margins.

We utilize price increases for menu offerings and food products to help offset cost increases, including increased costs for wholesale food, raw materials, distribution, minimum wages, employee benefits, construction, fuel, utility, inflation and other costs. During fiscal 2010, we implemented menu price increases at a significant number of Bob Evans Restaurants and Mimi’s Cafés to help offset operating and supply cost increases. Further federal legislation to increase the minimum wage as well as the tip credit wage we pay to certain staff members receiving guest gratuities is probable, and there may be similar increases implemented in other jurisdictions in which we operate or seek to operate. Additional minimum wage increases could have a material adverse effect on our labor costs. Our food products business is also sensitive to sow costs. During fiscal 2010, the profitability of our food products segment was negatively impacted by a significant and rapid increase in sow costs compared to previous years. We believe our food products segment will continue to be challenged by high sow costs in fiscal 2011. We may not be able to anticipate and react to changing costs by adjusting our purchasing practices and prices to sufficiently account for increased costs, especially further minimum wage increases at the federal and/or state level. Also, because we offer moderately priced food, we may not be able to, or we may choose not to, pass along price increases to our customers, which could have a material adverse effect on our business and results of operations.

Our success depends on consumer acceptance of our menu offerings, food products, prices, atmosphere and service procedures.

Our success in creating demand for our restaurant menu offerings and food products is dependent on our ability to continue to accurately predict consumer dining and taste preferences and adapt our menu and food products to trends in food consumption. If customer eating habits change significantly and we are unable to respond with appropriately priced menu offerings and food products, it could have a material adverse effect on demand for our menu offerings and food products, which would result in lost customers and a material adverse effect on our business and results of operations. Our success is also dependent upon our ability to keep the atmosphere of our two restaurant concepts relevant and provide satisfactory customer service. If we change a restaurant concept or customer service technique, we may lose customers who do not prefer the changed concept or customer service technique, and we may not be able to attract a sufficient new customer base to produce the revenue needed to make the concept or technique profitable.

Catastrophic events may disrupt our business and could adversely affect our revenues and results of operations.

We are a highly automated business and rely on our production facilities and our network infrastructure and our Web site for our development, marketing, operational, support, hosted services and sales activities. A disruption, infiltration or failure of these systems or third party hosted services in the event of a major earthquake, fire, power loss, telecommunications failure, cyber attack, war, terrorist attack, or other catastrophic event could cause system interruptions, reputational harm, loss of intellectual property, delays in our product development, lengthy interruptions in our services, breaches of data security and loss of critical data.

Our food products business has seven manufacturing plants which we believe have adequate capacity to serve their intended purpose. If we were forced to close or delay production at one or more of these plants due to a natural disaster or significant labor issue, we may be unable to increase production at our other plants in a timely manner, which could have a material adverse effect on our results of operations. Also, Mimi’s Cafés rely on a single site prep kitchen for preparation of substantially all of the concept’s signature muffin mixes, dressings, sauces and soups. Any temporary or permanent disruption in the operation of this facility would affect the ability of Mimi’s to serve

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the full range of menu offerings or require us to obtain these items from alternative sources, which could have a material adverse effect on our results of operations.

In fiscal 2009, Hurricane Ike and its remnants affected our business operations as hurricane-force winds caused widespread power outages in parts of the Midwest, primarily Indiana, Kentucky and Ohio. These power outages affected power supply to three Mimi’s Cafés located in Kentucky and Ohio, approximately 60 Bob Evans Restaurants located in Indiana, Kentucky and Ohio and our corporate headquarters in Columbus, Ohio. Additionally, our manufacturing plant in Xenia, Ohio temporarily ceased operations as a result of a power outage.

We have developed certain disaster recovery plans and certain backup systems to reduce the potentially adverse effect of such events, but a catastrophic event that results in the destruction or disruption of any of our data centers or our critical business or information technology systems could severely affect our ability to conduct normal business operations and, as a result, our future operating results could be adversely affected.

Our food products business is dependent upon a limited number of suppliers for the production of a significant number of items and relies upon a relatively small number of customers for a large percentage of its sales.

Our food products business is dependent upon a limited number of suppliers, and we have not identified secondary suppliers for food products manufactured in our plants. Our prolonged inability to provide products to fill orders in a timely manner would have an adverse effect on both our restaurant and food products businesses and our results of operations. Our food products business also relies upon a relatively small number of customers for a large percentage of its sales. For fiscal 2010, our largest 10 accounts represented approximately 60 percent of our total food products sales, with Wal-Mart Stores, Inc. (and its affiliates) and The Kroger Co. each accounting for over 10 percent of our food products segment sales. Our inability to maintain strong relationships with our key customers could result in a loss of business, which would have a material adverse effect on our food products business and our results of operations.

We are dependent on timely delivery of fresh ingredients by our suppliers.

Our restaurant operations are dependent on timely deliveries of fresh ingredients, including fresh produce, dairy products and meat. The cost, availability and quality of the ingredients we use to prepare our food are subject to a variety of factors, many of which are beyond our control. Fluctuations in weather, supply and demand, the economy and political conditions could adversely affect the cost, availability and quality of our ingredients. If the variety or quality of our food products declines due to the lack or lower quality of our ingredients or due to interruptions in the flow of fresh ingredients, customer traffic may decline and negatively affect our sales. We have contracted with third-party distributors for the delivery of food and other products to our restaurants. If these contracts were suddenly and unexpectedly terminated, supply costs could increase and disruptions in distribution could occur during the transition to other third-party distributors.

Our long-term growth strategy depends on opening new restaurants. Our ability to expand our restaurant base is influenced by factors beyond our control, which may further slow restaurant expansion and impair our growth strategy.

We are pursuing a moderate and disciplined long-term growth strategy which, to be successful, will depend in large part on our ability to open new restaurants and operate those restaurants on a profitable basis. Currently, we do not believe that our average new restaurant volumes generate a level of return on our development costs that justifies significant expansion of Bob Evans Restaurants or Mimi’s Cafés. We do not intend to substantially increase the construction of new restaurants until the economy improves and we improve “restaurant level economics” by increasing our sales, lowering our labor, purchasing and construction costs and increasing our margins and profitability. We cannot guarantee that we will be able to achieve our expansion goals or operating results similar to those of our existing restaurants. One of our biggest challenges in meeting our long-term growth objectives will be to locate and secure an adequate supply of suitable new restaurant sites. We have experienced delays in opening some of our restaurants and may experience delays in the future. Delays or failures in opening new restaurants could

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have a material adverse effect on our planned long-term growth strategy. The success of our planned expansion will depend upon numerous factors, many of which are beyond our control, including the following:

•  our ability to generate a suitable level of return on the money we invest in new restaurants;

•  the availability and hiring of qualified personnel;

•  reliance on management to identify available and suitable restaurant sites;

•  competition for restaurant sites;

•  negotiation of favorable purchase or lease terms for restaurant sites;

•  timely development of new restaurants, including the availability of construction materials and labor;

•  management of construction and development costs of new restaurants;

•  securing required governmental approvals and permits in a timely manner, or at all;

•  cost and availability of capital;

•  competition in our markets; and

•  general economic conditions.

In addition, we contemplate entering new markets in which we have no operating experience. These new markets may have different demographic characteristics, competitive conditions, consumer tastes and discretionary spending patterns than our existing markets, which may cause the new restaurants to be less successful in these new markets than in our existing markets.

Our long-term growth strategy may strain our management, financial and other resources. For instance, our existing systems and procedures, restaurant management systems, financial controls, information systems, management resources and human resources may be inadequate to support our planned expansion of new restaurants. Also, we may not be able to respond on a timely basis to all of the changing demands that the planned expansion will impose on our infrastructure and other resources.

The growth of our food products sales and profits is dependent upon our ability to expand into existing and new markets.

The successful growth of our food products business depends on our ability to expand our reach into existing and new markets through both the retention of new customers and the introduction of new products. The expansion of our food products business depends on our ability to obtain and retain large-account customers, such as grocery store chains and warehouse customers, and enter into long-term contracts with those customers. Our failure to contract with new large-account customers or maintain our contractual relationships with existing large-account customers could have a material adverse effect on our food products business and results of operations.

Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to a variety of other factors, resulting in a decline in our stock price.

Our quarterly operating results may fluctuate significantly because of several factors, including:

•  fluctuations in food and commodity prices, including sow costs;

•  the timing of new restaurant openings and related expenses;

•  restaurant operating costs for our newly opened restaurants, which are often materially greater during the first several months of operation;

•  labor availability and costs for hourly and management personnel;

•  profitability of our restaurants, especially in new markets;

•  impairments of long-term assets;

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•  trends in same-store sales;

•  adverse weather conditions;

•  special items, such as property sales;

•  local and national economic conditions, including gasoline and other energy costs; and

•  changes in consumer preferences and competitive conditions.

Our restaurant and food products businesses are also subject to seasonal fluctuations. As a result, our quarterly and annual operating results, same-store sales and comparable food products sales may fluctuate significantly as a result of seasonality and the factors discussed above. Accordingly, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any fiscal year. If our quarterly operating results fall below the expectations of securities analysts and investors due to the factors discussed above, this could result in a decline in our stock price.

If we lose the services of any of our key management personnel, our business could suffer.

Our future success significantly depends on the continued services and performance of our key management personnel. Our future performance will depend on our ability to motivate and retain these and other key officers and key team members, particularly regional and area managers and restaurant general managers. Competition for high-quality employees is intense. The loss of the services of members of our senior management or key team members or the inability to attract additional qualified personnel as needed could harm our business.

Many factors, including those over which we have no control, affect the trading price of our stock.

Factors such as reports on the economy or the price of commodities, as well as negative or positive announcements by competitors, regardless of whether the report relates directly to our business, could have an impact of the trading price of our common stock. The market price of our common stock may also be affected by stock market conditions, including price and trading fluctuations on the NASDAQ Stock Market, the New York Stock Exchange or other exchanges. In addition to investor expectations about our prospects, trading activity in our common stock can reflect the portfolio strategies and investment allocation changes of institutional holders, as well as non-operating initiatives such as share repurchase programs. Any failure to meet market expectations for our financial performance, particularly with respect to comparable restaurant sales, revenues, operating margins and earnings per share, would likely cause our stock price to decline.

Disruptions in the financial markets may adversely impact the availability and cost of credit and consumer spending patterns.

Our ability to make scheduled payments or to refinance our debt and to obtain financing for general corporate purposes will depend on our operating and financial performance which, in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond our control. Global credit markets and the financial services industry have been experiencing a period of unprecedented turmoil in recent months, characterized by the bankruptcy, failure or sale of various financial institutions and an unprecedented level of intervention from the United States and other governments. These events may adversely impact the availability of credit already arranged, and the availability and cost of credit in the future. There can be no assurances that we will be able to arrange credit on terms we believe are acceptable or that permit us to finance our business with historical margins. These events have also adversely affected the U.S. and world economy, and any new or continuing disruptions in the financial markets may also adversely affect the U.S. and world economy, which could negatively impact consumer spending patterns. There can be no assurances that various U.S. and world government responses to the disruptions in the financial markets in the near future will restore consumer confidence, stabilize the markets, or increase liquidity or the availability of credit. There can be no assurances as to how or when this unprecedented period of turmoil will be resolved.

As of April 30, 2010, we had available bank lines of credit from two different lenders totaling $120.0 million, consisting of a $75.0 million revolving line of credit (no amount outstanding) and a $45.0 million revolving line of

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credit ($14.0 million outstanding). We utilize our bank lines of credit for liquidity needs, capital expansion, and general corporate purposes. Under the $75.0 million revolving line of credit, all outstanding amounts become due and payable on April 19, 2011. Under the $45.0 million bank line of credit, all outstanding amounts become due and payable on December 1, 2010, subject to acceleration upon the occurrence of certain specified events of default. If we are unable to extend the maturity date of either line of credit, and we are unable to secure adequate replacement financing on terms we believe are acceptable or at all, there could be a material adverse effect on our liquidity and financial condition.

Restrictive covenants in our debt instruments restrict or prohibit our ability to engage in or enter into a variety of transactions, which could adversely affect us.

Our credit facilities and the agreements governing our senior notes contain various covenants that limit, among other things, our ability to: incur liens on our assets; merge or consolidate with other entities; transfer or sell a substantial part of our assets; substantially change the nature of our business; engage in sale and leaseback transactions; and enter into transactions with affiliates.

The agreements governing our senior notes contain additional restrictive covenants, including financial maintenance requirements relating to our: consolidated net worth; ratio of consolidated indebtedness to consolidated capitalization; ratio of consolidated income available for fixed charges to fixed charges; and levels of priority indebtedness.

The covenants contained in our debt instruments could have a material adverse effect on our business by limiting our ability to take advantage of financing, merger, acquisition or other corporate opportunities, to fund our business operations or to successfully implement our current and future operating strategies.

A breach of a covenant in our debt instruments could cause acceleration of a significant portion of our outstanding indebtedness.

A breach of a covenant or other provision in any debt instrument governing our current or future indebtedness could result in a default under that instrument and, due to cross-default and cross-acceleration provisions, could result in a default under our other debt instruments. In addition, the agreements governing our senior notes require us to maintain certain financial ratios. Our ability to comply with these covenants may be affected by events beyond our control (such as uncertainties related to the current economy), and we cannot be sure that we will be able to comply with these covenants at all times in the future. Upon the occurrence of an event of default under any of our debt instruments, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If the lenders under our current or future indebtedness accelerate the payment of the indebtedness, we cannot be sure that our assets would be sufficient to repay in full our outstanding indebtedness.

Our restaurant business is dependent upon satisfactory customer service, and we may have difficulty hiring and retaining a sufficient number of qualified employees to deliver appropriate service.

Our success depends in part upon our ability to attract, train, motivate and retain a sufficient number of qualified employees, including restaurant managers, kitchen staff and servers who can meet the high standards necessary to deliver the levels of food quality and service on which our restaurant concepts are based. The short supply of qualified individuals in some areas could strain our restaurant operations, delay new restaurant openings or require us to increase wages to attract desired individuals, which could have a material adverse effect on our financial position or results of operations. Also, high rates of employee turnover could have a negative impact on food quality and customer service, which would result in an adverse effect on our restaurant business and results of operations.

Our failure or inability to enforce our trademarks or other proprietary rights could adversely affect our competitive position or the value of our brand.

We believe that our trademarks, service marks and other proprietary rights are important to our success and our competitive position. Our primary trademarks, “Bob Evans^®,” “Mimis Cafe^®” and “Owens^®,” are key components of our operating and marketing strategies. As a result, we devote appropriate resources to the protection of our

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trademarks and other proprietary rights. The protective actions that we take, however, may not be sufficient to prevent unauthorized usage or imitation by others, which could harm our image, brand or competitive position and, if we commence litigation to enforce our rights, cause us to incur significant legal costs.

In addition, third parties might claim that our trademarks or menu offerings infringe upon their proprietary rights. Any such claim, whether or not it has merit, could be time-consuming, result in costly litigation, cause delays in introducing new menu items or require us to enter into royalty or licensing agreements. As a result, any such claim could have a material adverse effect on our business, results of operations and financial condition.

Our current insurance loss estimates may not be adequate and, if claims exceed such estimates, it could have a material adverse effect on our profitability.

We are self-insured for a significant portion of our current exposures related to our workers’ compensation, general liabilities and employee health insurance programs. Although we base our loss estimates on actuarial data, as well as on our historical trends, we may not be able to accurately predict the number or value of the claims that occur. In particular, health insurance costs have increased significantly over the last 10 years. In the event that our actual liability exceeds our estimate for any given period, or if we are unable to control rapidly increasing health care costs, there could be a material adverse effect on our level of profitability.

Adverse weather conditions could harm our sales.

Weather conditions can adversely impact sales at our restaurants. Adverse weather conditions, such as snow and ice in the Midwest, that keep customers from dining out, result in lost opportunities for our restaurants. Adverse weather conditions may also cause shortages or interruptions in the supply of fresh meat and produce to our restaurants and hamper the distribution of our food products to grocery stores. Adverse weather conditions adversely affected fiscal 2010 fourth quarter restaurant sales.

Our Certificate of Incorporation and Bylaws, as well as Delaware law may have anti-takeover effects.

Provisions of our Certificate of Incorporation and Bylaws may have the effect of discouraging, delaying or preventing a merger, tender offer or proxy contest, which could have an adverse effect on the market price of our common stock. In addition, certain provisions of Delaware law applicable to our Company could also delay or make more difficult a merger, tender offer or proxy contest involving our company, including Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any “interested shareholder” (as defined in the statute) for a period of three years unless certain conditions are met. In addition, our senior management is entitled to certain payments and rights upon a change in control of our Company.

Item 1B.   Unresolved Staff Comments

None.

Item 2.   Properties

The following provides a brief summary of the location and general character of our principal plants and other physical properties as of April 30, 2010.

We own our principal executive offices located at 3776 S. High St., Columbus, Ohio. We also own a 937-acre farm located in Rio Grande, Ohio and a 30-acre farm located in Richardson, Texas. The two farm locations support our brand heritage and image through educational and tourist activities.

Bob Evans Restaurants

At the end of fiscal 2010, we owned the real estate for 491 of our Bob Evans Restaurants and leased the real estate for the remaining 78. The table located in Item 1 of this Annual Report on Form 10-K shows the location of all of our Bob Evans Restaurants in operation as of the end of fiscal 2010. The initial terms for the majority of our Bob Evans Restaurant leases’ are 20 years and include options to extend the terms. Additionally, we own 24 closed restaurants that we intend to sell or lease in the future.

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We own approximately 17 acres of improved property commonly known as the Southland Mall, located adjacent to our Bob Evans Farms corporate headquarters in Columbus, Ohio. Part of our corporate headquarters is located in this facility and we lease space in the remainder of the facility.

Mimi’s Cafés

The Mimi’s Café corporate offices are located in Irvine, California, under a lease that expires in 2014. The SWH Custom Foods prep kitchen is located in Fullerton, California, under a 10-year lease and has two five-year renewal options with the initial term ending in July 2010. The Mimi’s Café décor and furnishings warehouse is located in Corona, California, under a lease that expires in July 2012.

At the end of fiscal 2010, we leased the real estate for all but seven of our Mimi’s Cafés. The table located in Item 1 of this Annual Report on Form 10-K shows the location of all of our Mimi’s Cafés in operation as of the end of fiscal 2010. The initial terms for the majority of our Mimi’s Café leases’ are 20 years and include options to extend the terms for up to 15 additional years.

Food Products

Our food products business has seven manufacturing plants located in Galva, Illinois, Hillsdale, Michigan, Bidwell, Springfield and Xenia, Ohio and Sulphur Springs and Richardson, Texas. We also operate a distribution center in Springfield, Ohio. We own all of these properties.

During fiscal 2010, we completed an approximately $16 million expansion of our Sulphur Springs, Texas facility to add more capacity to produce fully cooked products.

We believe that our manufacturing facilities currently have adequate capacity to serve their intended purpose. We believe our facilities have adequate capacity over the next five years and will position our food products business for growth during that period.

We own a regional food products sales office in Westland, Michigan. We lease various other locations throughout our food products marketing territory which serve as regional and divisional sales offices.

Item 3.   Legal Proceedings

On October 28, 2008, a class action complaint entitled Leonard Flores, et al. v. SWH Corporation d/b/a Mimi’s Café was filed in Orange County California Superior Court. Mr. Flores was employed as an assistant manager of Mimi’s Café until September 2006 and purports to represent a class of assistant managers who are allegedly similarly situated. Mimi’s Café classified its assistant managers as exempt employees until October 2009. The case involves claims that current and former assistant managers working in California from October 2004 to October 2009 were misclassified by Mimi’s Café as exempt employees. As a result, the complaint alleges that these assistant managers were deprived of overtime pay, rest breaks and meal periods as required for nonexempt employees under California wage and hour laws. The complaint seeks injunctive relief, equitable relief, unpaid benefits, penalties, interest and attorneys’ fees and costs. Although we believe Mimi’s Café properly classified its assistant managers as exempt employees under California law, we elected to resolve the Flores lawsuit through voluntary mediation. The Orange County California Superior Court granted preliminary approval of a settlement in the amount of $1,030,000 in January 2010. We recently completed the administration of claims, and the Orange County Superior Court granted final approval of the settlement on June 10, 2010.

On October 13, 2009, a class action complaint entitled Edder Diaz and Rosolyn Gray, et al. vs. SWH Corporation d/b/a Mimi’s Café was filed in Alameda County California Superior Court. Mr. Diaz and Ms. Gray purport to represent a class of various nonexempt employees, including bartenders, hosts and servers, who are allegedly similarly situated. The case involves claims that current and former nonexempt employees working in these positions in California from October 2005 to the present (1) were not reimbursed for certain expenses incurred in connection with the discharge of their duties and (2) were denied rest breaks and meal periods as required for nonexempt employees under California wage and hour laws. The complaint seeks unspecified damages, penalties, interest and attorneys’ fees and costs.

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We believe Mimi’s Café has complied with the California wage and hour laws at issue in the Diaz lawsuit. We are evaluating the results of similar proceedings in California and are consulting with advisors with specialized expertise. An unfavorable verdict or a significant settlement could have a material adverse effect on our financial position, cash flows and results of operations.

We are from time-to-time involved in ordinary and routine litigation, typically involving claims from customers, employees and others related to operational issues common to the restaurant and food manufacturing industries. In addition to the class action lawsuit described above, we are involved with a number of pending legal proceedings incidental to our business. Management presently believes that the ultimate outcome of these proceedings, individually or in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations.

Item 4.   Submission of Matters to a Vote of Security Holders.

Not applicable.

Supplemental Item.  Executive Officers of Bob Evans Farms, Inc.

The following table sets forth the executive officers of Bob Evans Farms, Inc. and certain information regarding each executive officer as of June 25, 2010. The executive officers are appointed by and serve at the pleasure of the Board of Directors of Bob Evans Farms, Inc.

			Years as
Name	Age		Officer	Principal Occupation for Past Five Years
Harvey Brownlee		48	1	President and Chief Restaurant Operations Officer since February 2009; KFC Chief Operating Officer (Yum! Brands) from 2004 to January 2009; Chief Operating Officer of Yum! Multibrand Operations from 2003 to 2004
Mary L. Cusick		54	19	Senior Vice President — Bob Evans Restaurant Marketing since 2007; Senior Vice President — Marketing and Corporate Communications from 2005 to 2007; Senior Vice President of Investor Relations and Corporate Communications from 2000 to 2005
Steven A. Davis		52	4	Chief Executive Officer since May 2006; President, Long John Silver’s and A&W All-American Food Restaurants (Yum! Brands), from 2002 to May 2006
Joe R. Eulberg		52	2	Executive Vice President — Human Resources since March 2008; Executive Vice President of Human Resources, Acosta Sales and Marketing (in-store sales, marketing and service company), from March 2007 to August 2007; Senior Vice President of Human Resources, Nash-Finch Company (wholesale food distributor), from November 2003 to August 2006
Mary L. Garceau		37	4	Vice President, General Counsel and Corporate Secretary since September 2007; Vice President, General Counsel and Assistant Secretary from July 2006 to September 2007; Attorney, Vorys, Sater, Seymour and Pease LLP, Partner from 2005 to June 2006, Associate from 1997 to 2004.

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			Years as
Name	Age		Officer	Principal Occupation for Past Five Years
Richard B. Green		52	1	Chief Risk and Compliance Officer since February 2010; Vice President -CAO and Controller, Embarq Corporation, from May 2007 to July 2009; Vice President - Financial Planning and Decision Support, Embarq Corporation, from April 2004 — May 2007.
Richard D. Hall		54	14	Executive Vice President — Supply Chain Management since September 2008; Senior Vice President — Corporate Procurement from August 2006 to September 2008; Vice President — Food Products Operations from May 1997 to April 2007.
Randall L. Hicks		50	15	President and Chief Concept Officer — Bob Evans Restaurants since February 2009; Executive Vice President — Bob Evans Restaurant Operations from 2004 to February 2009; Senior Vice President of Restaurant Operations 2003 to 2004.
Edward A. Mitchell		44	January 2010	Vice President and Corporate Controller; Director of Corporate Accounting at Greif, Inc. from March 2005 to September 2009.
Timothy J. Pulido		55	3	President and Chief Concept Officer — Mimi’s Café since February 2009; President — Mimi’s Café from December 2007 to February 2009; Chief Executive Officer, Shakey’s USA (pizza chain), from 2006 to December 2008; President and Chief Operating Officer, Pick Up Stix (a quick-casual Asian restaurant chain), from 2003 to 2005.
Tod P. Spornhauer		44	11	Chief Financial Officer, Treasurer and Assistant Secretary since September 2009; Senior Vice President — Finance, Controller, Assistant Treasurer and Assistant Secretary since 2003.
J. Michael Townsley		51	7	President — Food Products since June 2008; Executive Vice President — Food Products from November 2006 to June 2008; President and Chief Executive Officer, Owens Foods, Inc. (formerly Owens Country Sausage, Inc.), from June 2003 to November 2006.

PART II

Item 5.   Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities

Market Information, Holders of Common Equity and Dividends

The information required by Item 201(a) through (c) of Regulation S-K is incorporated herein by reference to Note H, Quarterly Financial Data (Unaudited), to our consolidated financial statements which are included in Item 8 of this Annual Report on Form 10-K.

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Performance Graph

Comparison of Five-Year Cumulative Total Return

The following line graph compares the yearly percentage change in our cumulative total stockholder return on our common stock over our preceding five fiscal years against the cumulative total return of the Standard & Poor’s 500 Stock Index (“S&P 500”) and the weighted average of our peer group. Our peer group is comprised of restaurant companies listed on The NASDAQ Stock Market (weighted 80 percent) and a group of meat producers listed on either The NASDAQ Stock Market or the New York Stock Exchange (weighted 20 percent). We measure cumulative stockholder return by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the price of our common stock at the end and the beginning of the measurement period by (b) the price of our common stock at the beginning of the measurement period.

CUMULATIVE VALUE OF $100 INVESTMENT

	2005		2006		2007		2008		2009		2010
Peer Group	$	100.00	$	124.88	$	116.42	$	80.09	$	64.64	$	102.00
S&P 500	$	100.00	$	113.29	$	128.14	$	119.77	$	75.45	$	102.58
Bob Evans Farms, Inc.	$	100.00	$	144.32	$	186.57	$	145.21	$	129.19	$	168.96

Issuer Repurchases of Equity Securities

In May 2010, our Board of Directors authorized a share repurchase program for fiscal 2011. The program authorized us to repurchase, through April 29, 2011, up to $25.0 million in shares of our outstanding common stock from time-to-time on the open market or through privately negotiated transactions, depending on market conditions.

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Item 6.   Selected Financial Data

Consolidated Financial Review

Bob Evans Farms, Inc. and Subsidiaries

	2010			2009			2008			2007			2006
	Dollars and shares in thousands, except per share amounts
Operating Results
Net sales	$	1,726,804		$	1,750,512		$	1,737,026		$	1,654,460		$	1,584,819
Operating income		106,414			28,367			107,240			98,422			85,357
Income before income taxes		96,326			16,061			96,250			89,427			73,712
Income taxes		25,998			21,207			31,374			28,885			18,938
Net income (loss)		70,328			(5,146	)		64,876			60,542			54,774
Earnings (loss) per share of common stock:
Basic	$	2.29		$	(0.17	)	$	1.96		$	1.68		$	1.53
Diluted	$	2.28		$	(0.17	)	$	1.95		$	1.66		$	1.52
Financial Position
Working capital	$	(116,532	)	$	(165,545	)	$	(255,330	)	$	(94,490	)	$	(77,083	)
Property, plant and equipment — net		961,974			1,002,692			999,011			963,363			967,717
Total assets		1,109,157			1,164,175			1,221,907			1,196,962			1,185,078
Debt:
Short-term		40,905			93,904			165,404			34,000			4,000
Long-term		149,287			176,192			133,096			172,333			206,333
Stockholders’ equity		638,157			597,706			612,625			705,231			704,456
Supplemental Information for the Year
Capital expenditures	$	51,266		$	95,985		$	120,955		$	84,242		$	112,860
Depreciation and amortization	$	83,988		$	81,934		$	77,131		$	74,238		$	76,062
Weighted-average shares outstanding:
Basic		30,775			30,744			33,065			36,105			35,691
Diluted		30,890			30,744			33,315			36,484			35,944
Cash dividends paid per share	$	0.68		$	0.60		$	0.56		$	0.54		$	0.48
Common stock market closing prices:
High	$	33.61		$	34.09		$	39.59		$	38.15		$	30.93
Low	$	23.38		$	13.44		$	24.49		$	25.10		$	21.09
Supplemental Information at Year-End
Employees		44,086			46,495			49,149			51,092			50,810
Registered stockholders		22,659			23,608			24,302			30,969			32,296
Market price per share at closing	$	30.93		$	24.97		$	27.57		$	37.12		$	28.88
Book value per share	$	21.01		$	19.46		$	20.01		$	20.07		$	19.55

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Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

In this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), we use the terms “Bob Evans,” “company,” “we,” “us” and “our” to collectively refer to Bob Evans Farms, Inc., a Delaware corporation, and its subsidiaries. This MD&A contains forward-looking statements that set forth our expectations and anticipated results based on management’s plans and assumptions. These statements are often indicated by words such as “expects,” “anticipates,” “believes,” “estimates,” “intends” and “plans.” Actual results may differ materially from those predicted by the forward-looking statements because of various factors and possible events, including the assumptions, risks and uncertainties discussed in this Annual Report on Form 10-K under the heading “Item 1A — Risk Factors.” The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. Please refer to “Part I, Item 1. Business.” of this Form 10-K for more information regarding forward-looking statements.

As of April 30, 2010, we owned and operated 715 full-service restaurants, including 569 Bob Evans Restaurants in 18 states and 146 Mimi’s Cafés in 24 states. Bob Evans Restaurants are primarily located in the Midwest, mid-Atlantic and Southeast regions of the United States. Mimi’s Cafés are primarily located in California and other western states. Revenue in the restaurant segment is recognized at the point of sale.

We also produce and distribute pork sausage and a variety of complementary homestyle convenience food items under the Bob Evans and Owens brand names. These food products are delivered to warehouses that distribute to grocery stores throughout the United States. Revenue in the food products segment is generally recognized when products are delivered to our customers’ warehouses.

References herein to 2011, 2010, 2009 and 2008 refer to fiscal years. All years presented are 52-week years, except for 2010, which contained 53 weeks.

General Overview

The following table reflects data for our fiscal year ended April 30, 2010, compared to the preceding two fiscal years. The consolidated information is derived from the accompanying Consolidated Statements of Income. The table also includes data for our two industry segments — restaurant operations and food products. The ratios presented reflect the underlying dollar values expressed as a percentage of the applicable net sales amount.

	Consolidated Results									Restaurant Segment									Food Products Segment
	2010			2009			2008			2010			2009			2008			2010			2009			2008
	(Dollars in thousands)
Net sales	$	1,726,804		$	1,750,512		$	1,737,026		$	1,411,092		$	1,439,090		$	1,445,034		$	315,712		$	311,422		$	291,992
Operating income	$	106,414		$	28,367		$	107,240		$	85,144		$	12,796		$	78,686		$	21,270		$	15,571		$	28,554
Cost of sales		29.9	%		30.7	%		29.8	%		24.2	%		25.1	%		25.5	%		55.4	%		56.4	%		51.0	%
Operating wages		34.5	%		34.1	%		34.8	%		39.5	%		39.2	%		39.6	%		12.2	%		11.1	%		11.2	%
Other operating		16.0	%		16.0	%		16.2	%		18.4	%		18.4	%		18.4	%		5.3	%		4.9	%		5.4	%
S,G,&A		8.5	%		9.0	%		8.6	%		6.6	%		6.6	%		6.3	%		17.4	%		20.0	%		19.9	%
D&A		4.9	%		4.7	%		4.4	%		5.3	%		5.1	%		4.8	%		3.0	%		2.6	%		2.7	%
Impairment		—			3.9	%		—			—			4.7	%		—			—			—			—
Operating income		6.2	%		1.6	%		6.2	%		6.0	%		0.9	%		5.4	%		6.7	%		5.0	%		9.8	%

The results for fiscal 2010, fiscal 2009 and fiscal 2008 include the impact of the following:

•  Fiscal 2010, fiscal 2009 and fiscal 2008 consolidated and restaurant segment results included pretax charges of $6.2 million, $6.4 million and $3.7 million, respectively, related to fixed asset impairment that is reflected in selling, general and administrative (“S,G&A”) expenses.

•  Fiscal 2010 consolidated and food products segment results included a $1.4 million pretax gain on the sale of 49 percent of our corporate aircraft, which is reflected as a reduction of S,G&A.

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•  Fiscal 2010 consolidated and restaurant segment results included $2.5 million in pretax life insurance proceeds, which are reflected as a reduction of S,G&A.

•  Fiscal 2010 consolidated and food products results included a pretax charge of $1.0 million related to severance payments and retirement costs, which is included in S,G&A.

•  Fiscal 2010 results included the positive impact of a 53^rd week of operations, which contributed $6.9 million in operating income to the consolidated results: $5.7 million in operating income to the restaurant segment and $1.2 million in operating income to the food products segment.

•  Fiscal 2010 and fiscal 2009 consolidated and restaurant segment results included pretax charges of $0.8 million each year related to severance and retirement, which are reflected in S,G&A.

•  Fiscal 2009 consolidated and restaurant segment results included a pretax charge of $68.0 million related to the impairment of goodwill ($56.2 million) and other intangible assets ($11.8 million) for Mimi’s, which are reflected on the Consolidated Statements of Income under “Goodwill and other intangibles impairment.”

•  Fiscal 2009 consolidated and food products segment results included a pretax charge of $0.4 million for unusable spare parts, which is reflected in “other operating expenses.”

•  Fiscal 2009 and fiscal 2008 consolidated and restaurant segment results included $1.0 million and $2.9 million, respectively, in pretax gains on the sale of various properties, which are reflected as a reduction of S,G&A.

•  Fiscal 2009 consolidated and restaurant segment results included a $0.7 million pretax charge related to a legal settlement, which is reflected in S,G&A.

•  Fiscal 2008 consolidated and restaurant segment results included a $6.6 million pretax gain for unredeemed gift certificates and gift cards (“breakage”) at Bob Evans Restaurants, which is included in net sales (see Note A to our consolidated financial statements).

•  Fiscal 2008 consolidated and restaurant segment results included a $0.7 million pretax charge related to the settlement of a dispute with a third party, which is reflected in S,G&A.

Restaurant Segment Overview

The ongoing industry-wide factors most relevant to our restaurant segment include: the economy, labor and fringe benefit expenses, commodity prices, energy prices, competition, same-store sales, consumer acceptance, restaurant openings and closings, governmental initiatives and regulations, food safety and weather. The factors that had the greatest positive impact on our restaurant segment performance in fiscal 2010 were improved food costs and effective labor management as well as the impact of a 53^rd week of operations, which contributed $25.8 million and $5.7 million in net sales and operating income, respectively. The factor that had the greatest negative impact was weak same-store sales at Bob Evans Restaurants and Mimi’s.

In fiscal 2010, same-store sales decreased 3.5 percent at Bob Evans Restaurants and decreased 7.2 percent at Mimi’s compared to fiscal 2009. We believe same-store sales at our Bob Evans Restaurants are particularly sensitive to economic conditions in the Midwest, which has been hit especially hard by the downturn in the United States’ economy, the troubled auto industry, increased unemployment and lower home values. Nearly 250 Bob Evans Restaurants are located in Michigan and Ohio where the impact of job losses in the automotive industry (manufacturers and suppliers) could have a material adverse effect on our net sales. We believe the negative same-store sales trend at Mimi’s reflects the challenging economic environment in the casual dining sector, as well as pressures on consumer spending in certain key areas, particularly in California, Arizona, Florida and Nevada, which account for approximately 70 percent of Mimi’s same-store sales. Same-store sales results include the benefit of menu price increases, which are outlined later in the “Net Sales” section. We remain focused on improving same-store sales at Bob Evans Restaurants and Mimi’s in a challenging economic environment.

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Reported restaurant segment operating income was $85.1 million in fiscal 2010 compared to $12.8 million in fiscal 2009, an increase of $72.3 million. The restaurant segment operating income increase is mainly a result of noncash impairment charges during the third quarter of fiscal 2009 that totaled $68.0 million for goodwill and other intangible assets, as well as the factors listed above. See the “Goodwill and Other Intangibles Impairment” section below.

In fiscal 2009, restaurant segment operating income benefited from a 40 basis-point improvement as a percentage of net sales in both cost of sales and operating wages as compared to fiscal 2008. The cost of sales improvement was due largely to effective supply chain management, lower commodity costs and menu mix shifts to higher margin items. The operating wages improvement was due largely to effective use of labor management and scheduling systems.

Food Products Segment Overview

The ongoing industry-wide factors most relevant to the food products segment include: sow costs and other commodity costs, transportation and energy costs, governmental initiatives and regulations, food safety and other risks such as the economy, weather and consumer acceptance. The food products segment’s profitability was positively impacted by the lower overall cost structure associated with our conversion from a direct-store delivery (“DSD”) distribution model to a warehouse system that occurred mostly in the fourth quarter of fiscal 2009. The conversion to a warehouse system resulted in some severance costs and higher slotting fees in both fiscal 2010 and fiscal 2009. The food products segment’s fiscal 2010 results were also positively impacted by the effect of the 53^rd week of operations, which resulted in an incremental $5.5 million and $1.2 million in net sales and operating income, respectively.

The food products segment’s net sales increased 1.4 percent in fiscal 2010 compared to fiscal 2009. The increase in net sales was driven by a 7 percent increase in pounds sold of comparable products and the additional week of operations. We define comparable products as principally sausage and refrigerated side dishes, such as mashed potatoes.

Sow costs represent a significant component of food products segment cost of sales, and the volatile nature of sow costs greatly impacts the profitability of the segment. Compared to a year ago, average sow costs decreased 6.1 percent in fiscal 2010. The decrease in sow costs resulted in a decrease in cost of sales in the food products segment from 56.4 percent of net sales in fiscal 2009 to 55.4 percent of net sales in fiscal 2010.

The food products segment experienced an increase in operating income of $5.7 million, or 36.6 percent, in fiscal 2010 compared to a year ago, and its operating income margin increased to 6.7 percent of net sales in fiscal 2010 compared to 5.0 percent of net sales in fiscal 2009. The improvement was primarily due to the conversion from the DSD model to a warehouse system, lower sow costs relative to fiscal 2009 and the benefit of a 53^rd week of operations.

In fiscal 2009, the food products segment operating income decreased $13.0 million, or 45.5 percent, compared to fiscal 2008 due to an increase in average sow costs of 29.1 percent, offset slightly by improved sow yields. The food products segment’s operating income margin decreased from 9.8 percent of net sales in fiscal 2008 to 5.0 percent of net sales in fiscal 2009.

Net Sales

Consolidated net sales decreased $23.7 million, or 1.4 percent, in fiscal 2010 compared to fiscal 2009. The fiscal 2010 decrease was the net result of a $28.0 million decrease in restaurant segment net sales, partly offset by a $4.3 million increase in food products segment net sales.

Restaurant segment net sales accounted for 81.7 percent of total net sales in fiscal 2010, 82.2 percent of total net sales in fiscal 2009 and 83.2 percent of total net sales in fiscal 2008. The $28.0 million decline in restaurant net sales in fiscal 2010 represents a 1.9 percent decrease over fiscal 2009 net sales, which were 0.4 percent lower than fiscal 2008 net sales. As noted in the “General Overview” section above, the recognition of $6.6 million in gift certificate and gift card breakage at Bob Evans Restaurants provided a benefit to net sales in the third quarter of fiscal 2008. The third quarter of fiscal 2008 was the first quarter in which we had enough historical information for

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Bob Evans Restaurants to reasonably determine the breakage amount for the current and all previous periods (see Note A to our consolidated financial statements). We have recorded breakage on a regular basis since the third quarter of fiscal 2008 for Bob Evans Restaurants and in all years presented for Mimi’s. We do not expect future breakage amounts to be material in any particular quarter or year.

The fiscal 2010 decrease in restaurant net sales was the result of same-store sales declines, partially offset by the impact of the 53^rd operating week in fiscal 2010 that contributed $25.8 million of incremental net sales. Same-store sales at Bob Evans Restaurants decreased 3.5 percent and 0.3 percent in both fiscal 2010 and fiscal 2009, respectively, and increased 1.8 percent in fiscal 2008. The same-store sales comparisons for Bob Evans Restaurants included average menu price increases of 1.9 percent in fiscal 2010, 3.1 percent in fiscal 2009 and 2.5 percent in fiscal 2008. Mimi’s same-store sales decreased 7.2 percent in both fiscal 2010 and fiscal 2009 and 2.4 percent in fiscal 2008, including average menu price increases of 2.2 percent, 2.4 percent and 3.2 percent in fiscal 2010, fiscal 2009 and fiscal 2008, respectively. Same-store sales computations for a given year are based on net sales of stores that are open for at least two years prior to the start of that year. Net sales of stores to be rebuilt are excluded for all periods in the same-store sales computation when construction commences on the replacement building. Net sales of closed stores are excluded for all periods in the same-store sales computation.

Carryout net sales represented 8.2 percent of Bob Evans Restaurant net sales in fiscal 2010 compared to 7.9 percent and 7.5 percent in fiscal 2009 and fiscal 2008, respectively. Retail merchandise net sales comprised 1.7 percent of Bob Evans Restaurant net sales in 2010 compared to 2.0 percent and 2.1 percent in fiscal 2009 and fiscal 2008, respectively. Net sales at Mimi’s benefited from liquor, beer and wine net sales, which represented 3.9 percent of net sales in fiscal 2010 compared to 3.8 percent and 3.7 percent in fiscal 2009 and fiscal 2008, respectively. Historically, Mimi’s alcohol offerings were limited to beer and wine. We will continue to include a broader selection of alcoholic beverages in all new and remodeled Mimi’s, subject to our ability to obtain the necessary permits and licenses. At the end of fiscal 2010, 90 of Mimi’s stores offered the broader selection of alcoholic beverages and 56 Mimi’s stores offered only beer and wine. Net sales at Mimi’s also benefited from carryout net sales, which represented 4.1 percent of net sales, 4.0 percent of net sales and 4.2 percent of net sales in fiscal 2010, fiscal 2009 and fiscal 2008, respectively.

The net sales impact of lower same-store sales in fiscal 2010 was slightly offset by an increase in the number of operating locations: 715 restaurants were in operation at the end of fiscal 2010 compared to 714 in 2009. During fiscal 2010, one underperforming Bob Evans Restaurant was closed. Mimi’s opened two new restaurants in existing markets in fiscal 2010.

The chart below summarizes the restaurant openings and closings during the last two fiscal years for Bob Evans Restaurants and Mimi’s:

Bob Evans Restaurants:

	Beginning		Opened		Closed		Ending
Fiscal Year 2010
First Quarter		570		0		1		569
Second Quarter		569		0		0		569
Third Quarter		569		0		0		569
Fourth Quarter		569		0		0		569
Fiscal Year 2009
First Quarter		571		0		0		571
Second Quarter		571		0		1		570
Third Quarter		570		0		1		569
Fourth Quarter		569		1		0		570

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Mimi’s:

	Beginning		Opened		Closed		Ending
Fiscal Year 2010
First Quarter		144		0		0		144
Second Quarter		144		1		0		145
Third Quarter		145		1		0		146
Fourth Quarter		146		0		0		146
Fiscal Year 2009
First Quarter		132		3		0		135
Second Quarter		135		4		0		139
Third Quarter		139		2		0		141
Fourth Quarter		141		3		0		144

Consolidated Restaurants:

	Beginning		Opened		Closed		Ending
Fiscal Year 2010
First Quarter		714		0		1		713
Second Quarter		713		1		0		714
Third Quarter		714		1		0		715
Fourth Quarter		715		0		0		715
Fiscal Year 2009
First Quarter		703		3		0		706
Second Quarter		706		4		1		709
Third Quarter		709		2		1		710
Fourth Quarter		710		4		0		714

We continue to update the appearance of our Bob Evans Restaurants, of which 2 were rebuilt and 15 were remodeled in fiscal 2010. We also remodeled four Mimi’s in fiscal 2010. We believe that the enhanced appearance of the restaurants adds to our customers’ experience, which will help same-store sales and continue to strengthen our restaurant concepts. During fiscal 2011, we plan to build 3 new, rebuild 2 and remodel 40 to 50 Bob Evans Restaurants. We do not plan to open or rebuild any Mimi’s restaurants in fiscal 2011, but plan to remodel approximately 10 existing restaurants.

Given the same-store sales declines at Bob Evans Restaurants and the challenging economic environment, a strong product development pipeline, focused marketing message and customer value initiatives take on a heightened importance. We are committed to the ongoing development of new homestyle products with a Bob Evans twist to help build same-store sales, such as Breakfast Bowls, Deep-Dish Pastas, Farm-Fresh Wraps and new Bob-B-Q offerings. We have created a new Fit from the Farm menu. Additionally, we currently offer more than 30 meals for $5.99 or less at Bob Evans Restaurants. We have also added two new incremental layers of net sales at Bob Evans Restaurants. The first is our catering menu, which we launched in the third quarter of fiscal 2010, and the second is our family meals, which feed a family of four. See the “BEST Brand Builders” section for further discussion of our sales initiatives.

Mimi’s experienced negative same-store sales comparisons in fiscal 2010 for the third consecutive year. We believe these results continue to reflect the challenging environment in the casual dining sector, as well as pressures on consumer spending in certain key markets, such as California, Arizona, Florida and Nevada, which currently account for approximately 70 percent of Mimi’s same-store sales. We are refocusing our marketing efforts to drive net sales at Mimi’s. Our marketing initiatives to drive net sales include free standing inserts (“FSIs”) and special offers through our e-club, which has grown its membership from 50,000 members to nearly 500,000 in one year. Online ordering is also now available at all Mimi’s, and we have also expanded into catering at Mimi’s with our to-go party packs. We are looking at a variety of other initiatives to help reenergize same-store sales at Mimi’s restaurants. See the “BEST Brand Builders” section for further discussion of these initiatives.

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Food products segment net sales accounted for 18.3 percent, 17.8 percent and 16.8 percent of total net sales in fiscal 2010, fiscal 2009 and fiscal 2008, respectively. Food products segment net sales increased $4.3 million, or 1.4 percent, in fiscal 2010 versus fiscal 2009. The fiscal 2010 net sales increase was reflective of a 7.0 percent increase in the volume of comparable products sold (calculated using the same products in both periods and excluding newer products) as well as the impact of the 53^rd week of operations, which contributed $5.5 million of incremental net sales. The impact of the increase in comparable pounds sold was partially offset by a $9.2 million increase in promotional discounts provided to retailers in fiscal 2010 versus fiscal 2009, which reduced net sales.

The overall increase in food products segment net sales volume was driven mostly by our complementary homestyle convenience items, primarily refrigerated mashed potatoes and macaroni and cheese, as well as expanded distribution of all products. We plan to continue our strategy of growing through successful product introductions and additional points of distribution. We are also making progress in penetrating supercenter retail stores, which provides another high-volume net sales channel for our food products. At the end of fiscal 2010, Bob Evans and Owens brand products were available for purchase in grocery stores in 50 states, the District of Columbia, the Toronto, Canada area and parts of Mexico. The significant increase in promotional discounts during fiscal 2010 was designed to increase market share and promote brand awareness. See the “BEST Brand Builders” section for further discussion of new products and distribution.

Food products segment net sales increased $19.4 million, or 6.7 percent, in fiscal 2009 versus fiscal 2008. The fiscal 2009 net sales increase was reflective of a 5.7 percent increase in the volume of comparable products. The overall increase in food products segment net sales in fiscal 2009 was driven mostly by our complementary homestyle convenience items, primarily refrigerated mashed potatoes and macaroni and cheese, as well as expanded distribution of all products.

Cost of Sales

Consolidated cost of sales (cost of materials) was 29.9 percent, 30.7 percent and 29.8 percent of net sales in fiscal 2010, fiscal 2009 and fiscal 2008, respectively.

In the restaurant segment, cost of sales (predominantly food cost) was 24.2 percent, 25.1 percent and 25.5 percent of net sales in fiscal 2010, fiscal 2009 and fiscal 2008, respectively. The improvement in restaurant segment cost of sales in both fiscal 2010 and fiscal 2009 was attributable to lower commodity costs, mix shifts to higher-margin products and lower costs resulting from effective supply chain management. See the “BEST Brand Builders” section for further discussion of commodity price decreases and productivity initiatives.

Food products segment cost of sales was 55.4 percent, 56.4 percent and 51.0 percent of net sales in fiscal 2010, fiscal 2009 and fiscal 2008, respectively. These results were reflective of changing sow costs, which averaged $42.18, $44.93 and $34.79 per hundredweight in fiscal 2010, fiscal 2009 and fiscal 2008, respectively. The fiscal 2010 sow cost average represented a 6.1 percent decrease compared to fiscal 2009, and the fiscal 2009 average represented a 29.1 percent increase compared to fiscal 2008. The fiscal 2010 decrease in sow costs was partly offset by deleverage from increased promotional discounts and a mix-shift from fewer manufactured items to more co-packed items, which are products we purchase from third parties for sale under our brand names (e.g. mashed potatoes, frozen entrees, etc.). Co-packed items have historically had a higher cost of sales than our manufactured sausage products. We expect that sow costs will average approximately $55 to $60 per hundredweight in fiscal 2011, which will place significant pressure on our operating margins.

The increase in food products segment cost of sales in fiscal 2009 versus fiscal 2008 was primarily due to higher sow costs described above and a mix shift to more co-packed items versus manufactured items.

Operating Wage and Fringe Benefit Expenses

Consolidated operating wage and fringe benefit expenses (“operating wages”) were 34.5 percent, 34.1 percent and 34.8 percent of net sales in fiscal 2010, fiscal 2009 and fiscal 2008, respectively. The operating wages ratio increased in both the restaurant and food products segments in fiscal 2010 after a decrease in both segments in fiscal 2009.

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In the restaurant segment, operating wages were 39.5 percent of net sales in fiscal 2010, compared to 39.2 percent and 39.6 percent in fiscal 2009 and fiscal 2008, respectively. The fiscal 2010 increase in the operating wages ratio was due to deleverage from lower same-store sales at Bob Evans Restaurants and at Mimi’s, higher health insurance claims and minimum wage increases partially offset by lower manager bonuses and labor hours. See the “BEST Brand Builders” section for further discussion of labor management.

In fiscal 2009, the decrease in the restaurant segment operating wage and fringe benefit expense ratio was due to effective labor management at both of our restaurant concepts, partially offset by federal and state minimum wage increases, as well as the negative leverage due to lower same-store sales at Bob Evans Restaurants and Mimi’s.

In the food products segment, operating wages were 12.2 percent, 11.1 percent and 11.2 percent of net sales in fiscal 2010, fiscal 2009 and fiscal 2008, respectively. The fiscal 2010 increase in the operating wages ratio was primarily due to additional expenses associated with increased production at our Sulphur Springs, Texas, manufacturing facility and overtime labor hours in an effort to meet shipment demand for key accounts, particularly in our third quarter. The improvement in fiscal 2009 versus fiscal 2008 was due to better leveraging of costs in relation to net sales volumes discussed in the “Net Sales” section above.

Other Operating Expenses

Approximately 94 percent of other operating expenses (“operating expenses”) occurred in the restaurant segment in fiscal 2010, the most significant components of which were utilities, advertising, restaurant supplies, repair and maintenance, rent, nonincome based taxes and credit card processing fees. Consolidated operating expenses were 16.0 percent of net sales in fiscal 2010 and fiscal 2009 and 16.2 percent of net sales in fiscal 2008. Restaurant segment operating expenses were 18.4 percent of net sales in fiscal 2010, fiscal 2009 and fiscal 2008. The restaurant segment other operating expenses for fiscal 2010 compared to fiscal 2009 were stable as the deleverage impact from lower same-store sales was offset by lower utilities and preopening expenses. The notable fluctuations within the restaurant segment operating expenses for fiscal 2009 compared to fiscal 2008 were decreases in advertising expenses and preopening costs offset by higher utility and occupancy costs.

Food products segment other operating expenses as a percent of net sales in fiscal 2010, fiscal 2009 and fiscal 2008 were 5.3 percent, 4.9 percent and 5.4 percent, respectively. The increase in the operating expense ratio in fiscal 2010 compared to fiscal 2009 was due to additional expenses associated with the expansion of our Sulphur Springs, Texas, manufacturing facility, as well as deleverage from increased promotional discounts. The decrease in the operating expenses ratio in fiscal 2009 compared to fiscal 2008 was primarily due to lower liability insurance costs. The fiscal 2009 operating expense included the $0.4 million noncash charge for unusable spare parts.

Selling, General and Administrative Expenses

The most significant components of S,G&A expenses are wages and fringe benefits, food products advertising expense, food products transportation costs, gains/losses on asset sales and fixed asset impairment charges. Consolidated S,G&A expenses represented 8.5 percent, 9.0 percent and 8.6 percent of net sales in fiscal 2010, fiscal 2009 and fiscal 2008, respectively.

In fiscal 2010, S,G&A was negatively impacted by charges of $6.2 million related to fixed asset impairments for four underperforming Bob Evans Restaurants and 22 other properties, as well as $1.8 million related to severance payments and retirement costs. Pretax gains of $2.5 million and $1.4 million related to proceeds from corporate-owned life insurance policies and gains on asset sales, respectively, partly offset these charges.

In fiscal 2009, S,G&A was impacted by charges of $6.4 million related to fixed asset impairments for six underperforming Mimi’s Cafés, $0.7 million related to a legal settlement and $0.8 million related to severance payments and retirement costs. A pretax gain of $1.0 million related to the sale of real estate assets partially offset these charges in fiscal 2009.

The fiscal 2010 S,G&A results benefited from converting the food products segment to a more efficient warehouse distribution system and the $1.4 million in pretax gain on the sale of 49 percent of our corporate aircraft, which more than offset the negative leverage from declining same-store sales in the restaurant segment.

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Depreciation and Amortization

Depreciation and Amortization (“D&A”) was 4.9 percent, 4.7 percent and 4.4 percent of consolidated net sales in fiscal 2010, fiscal 2009 and fiscal 2008, respectively. Restaurant segment D&A was 5.3 percent, 5.1 percent and 4.8 percent of restaurant net sales in fiscal 2010, fiscal 2009 and fiscal 2008, respectively. The fiscal 2010 increase as a percentage of restaurant net sales is primarily due to the fiscal 2010 capital expenditures and declining restaurant net sales. Food products segment D&A was 3.0 percent, 2.6 percent and 2.7 percent of food products net sales in fiscal 2010, fiscal 2009 and fiscal 2008, respectively. The fiscal 2010 increase as a percentage of food product net sales is due to the fiscal 2010 capital expenditures, primarily for a 50,000-square foot expansion at our plant in Sulphur Springs, Texas, and relatively stable food products net sales.

Goodwill and Other Intangibles Impairment

We are required for accounting purposes to assess the carrying value of our goodwill and other intangible assets annually or whenever circumstances indicate that a decline in value may have occurred. Based on our consolidated stock valuation relative to our book value, a scaled-back Mimi’s development plan and continued declining same-store sales at Mimi’s, we determined that indicators of potential impairment were present during the third quarter of fiscal 2009. As a result, we performed interim impairment tests of goodwill and intangible assets with indefinite lives.

The result of our impairment test in fiscal 2009 of the unamortized Mimi’s business trade name asset indicated that the asset had a fair value of $34.0 million, compared to its carrying value of $45.8 million. This resulted in a pretax impairment charge related to the business trade name of $11.8 million in the restaurant segment in the third quarter of fiscal 2009. The fair value of the business trade name was estimated using the relief-from-royalty method, an income approach to valuation.

We also performed an interim test in fiscal 2009 to determine if the carrying amount of goodwill was impaired. The results indicated that the carrying value of Mimi’s goodwill of $56.2 million was fully impaired. Therefore, we recorded a pretax goodwill impairment charge in the restaurant segment in the third quarter of fiscal 2009 for the entire $56.2 million. The fair value of the Mimi’s reporting unit was estimated based on a discounted cash flow model using our business plans and projections for Mimi’s as the basis for expected future cash flows. We believe the assumptions used for the impairment test are consistent with those that a market participant would use.

We also reviewed the Mimi’s restaurant concept asset for impairment in the third quarter of fiscal 2009. This asset is being amortized over a 15-year life. The estimated fair value of the restaurant concept, calculated using a relief-from-royalty method, exceeded its carrying value and therefore, no impairment charge was recorded related to this asset.

There were no goodwill and other intangibles impairment charges in fiscal 2010 or fiscal 2008.

Interest

Net interest expense for fiscal 2010, fiscal 2009 and fiscal 2008, was as follows:

	2010			2009			2008
	(Dollars in thousands)
Gross interest expense:
Fixed-rate debt	$	10,406		$	10,601		$	8,799
Variable-rate debt		531			2,777			4,232
Capitalized interest		(836	)		(933	)		(1,325	)
		10,101			12,445			11,706
Gross interest income		(13	)		(139	)		(716	)
Net interest expense	$	10,088		$	12,306		$	10,990

The decrease in net interest expense in fiscal 2010 was primarily the result of lower average borrowings in fiscal 2010 as compared to fiscal 2009. We reduced our total debt by $79.9 million during fiscal 2010. The increase

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in net interest expense in fiscal 2009 was the result of additional debt incurred primarily to fund our share repurchase program.

At April 30, 2010, our outstanding debt included $14.0 million on our variable-rate revolving lines of credit and $176.2 million of fixed-rate unsecured senior notes. A change in market interest rates will not impact interest expense associated with our fixed-rate debt, but will impact our variable-rate debt. For example, a 1 percent increase in the benchmark rate used for our revolving lines of credit would increase our annual interest expense by $0.1 million, assuming the $14.0 million outstanding at April 30, 2010, was outstanding for the entire year.

Taxes

The effective federal and state income tax rates were 27.0 percent, 29.4 percent (excluding the nondeductible goodwill impairment charge, discussed earlier) and 32.6 percent in fiscal 2010, fiscal 2009 and fiscal 2008, respectively. The decrease in fiscal 2010 is primarily due to the impacts of settlements with certain state taxing authorities, an increase in the cash surrender value of company owned life insurance policies and life insurance proceeds received. The decrease in fiscal 2009 is primarily due to the impact of federal tax credits, mainly work-opportunity and FICA tip credits, which have remained relatively consistent with prior periods despite the decrease in pretax income. The fiscal 2009 effective tax rates also benefited from the impact of settlements with certain state taxing authorities.

In fiscal 2008, we adopted the Income Taxes Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), which provides guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The adoption of the Income Taxes Topic of the FASB ASC resulted in a cumulative effect adjustment of $0.2 million for unrecognized tax benefits recorded as a reduction to the opening balance of retained earnings in fiscal 2008.

Liquidity and Capital Resources

Cash generated from both the restaurant and food products segments were used as the main source of funds for working capital, capital expenditures, debt repayments and share repurchases in fiscal 2010. Cash and equivalents totaled $17.8 million at April 30, 2010.

In the second quarter of fiscal 2009, we completed a private placement of $70 million in senior unsecured fixed-rated notes. These notes were issued in two series. The $40 million Series A senior notes bear interest at 6.39 percent and mature on July 28, 2014, with a mandatory prepayment of $20 million due on July 28, 2012. The $30 million Series B senior notes bear interest at 6.39 percent and mature on July 28, 2013. The net proceeds from the notes we issued in fiscal 2009 were used to repay outstanding debt under existing bank credit facilities and to repay a portion of our outstanding senior notes issued in fiscal 2004.

Bank lines of credit were increased to $180.0 million in December 2007 as a temporary measure to provide additional credit until the $70.0 million private placement of notes was completed. With the completion of the private placement in the second quarter of fiscal 2009, the bank lines of credit were reduced in the third quarter of fiscal 2009 to $165.0 million and again in fiscal 2010 to $120.0 million. At April 30, 2010, and April 24, 2009, $14.0 million and $67.0 million, respectively, were outstanding on these lines of credit. At April 30, 2010, our bank lines of credit total $120.0 million, of which $10.1 million is reserved for certain standby letters-of-credit. The remaining $109.9 million of our bank lines of credit is available for liquidity needs, capital expansion and repurchases of our common stock.

In fiscal 2010, we repurchased 0.7 million shares of our outstanding common stock under our share repurchase program at a total cost of $21.1 million. In fiscal 2009, we repurchased 0.2 million shares of our outstanding common stock under our share repurchase program at a total cost of $5.4 million. In fiscal 2008, we repurchased 5.0 million shares of our outstanding common stock under our share repurchase program at a total cost of $154.6 million. Additionally, dividend payments totaled $20.9 million in 2010, $18.4 million in fiscal 2009 and $18.7 million in fiscal 2008.

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Capital expenditures consist of purchases of land for future restaurant sites, new and rebuilt restaurants, production plant improvements, purchases of new and replacement furniture and equipment and ongoing remodeling programs. Capital expenditures were $51.3 million in fiscal 2010 compared to $96.0 million in fiscal 2009. The decrease in capital spending in fiscal 2010 versus fiscal 2009 was due to the decrease in Bob Evans and Mimi’s new restaurant openings because of restaurant level economics that have not met our return-on-investment targets. We do not intend to substantially increase the construction of new restaurants until we improve restaurant level economics by increasing our net sales, lowering our labor, purchasing and construction costs, and increasing our margins and profitability. For fiscal 2010, we did not open any new Bob Evans Restaurants (as compared to 1 in fiscal 2009 and 2 in fiscal 2008), and we decreased the number of 2010 Mimi’s openings to 2 new locations (as compared to 12 in fiscal 2009 and 17 in fiscal 2008).

We expect our capital expenditures for fiscal 2011 to approximate $65 to $70 million. In fiscal 2011, we plan to build 3 new Bob Evans Restaurants. We also plan to rebuild 2 and remodel 40 to 50 existing Bob Evans Restaurants. We do not plan to open or rebuild any Mimi’s, but we plan to remodel approximately 10 existing locations.

Future payments of our contractual obligations and outstanding indebtedness as of April 30, 2010, are as follows:

	Payments Due by Period
			1 Year						After
Contractual Obligations(1)	Total		and Less		2-3 Years		4-5 Years		5 Years
	(In thousands)
Operating leases	$	308,146	$	24,163	$	46,674	$	43,418	$	193,891
Long-term debt(2)	$	186,535	$	30,013	$	57,199	$	89,134	$	10,189
Purchase obligations	$	47,038	$	47,038	$	0	$	0	$	0
Other liabilities(3)	$	99	$	99	$	0	$	0	$	0

(1)	The provisions of our deferred compensation plans do not provide for specific payment dates. Therefore, our obligations under these plans were excluded from this table. Our deferred compensation obligations of $26.4 million were included in the Consolidated Balance Sheets at April 30, 2010, as part of long-term liabilities.
(2)	Amounts include interest, which is at fixed rates as outlined in Note B of our consolidated financial statements.
(3)	Other liabilities includes those future estimated payments associated with unrecognized tax liabilities under the Income Taxes Topic of the FASB ASC for which we were able to make reasonably reliable estimates of the future demands on liquidity.

We believe that funds needed for capital expenditures, working capital and share repurchases during fiscal 2011 will be generated from operations and from available bank lines of credit. We will evaluate additional financing alternatives as warranted. At the end of fiscal 2010, we also had $10.6 million in standby letters-of-credit for self-insurance plans.

At April 30, 2010, we had contractual commitments for restaurant construction, plant equipment additions and the purchases of land and inventory of approximately $47.0 million. D&A expenses in fiscal 2011 are expected to approximate $85.0 million to $87.0 million.

The amounts of other contingent commercial commitments by expiration period as of April 30, 2010, are as follows:

	Amount of Commitment Expiration per Period
	Total Amounts		1 Year		2-3		4-5		After 5
Other Commercial Commitments	Committed		and Less		Years		Years		Years
	(In thousands)
Standby letters-of-credit	$	10,649	$	10,649	$	0	$	0	$	0
Lines of credit		14,000		14,000		0		0		0
Total commercial commitments	$	24,649	$	24,649	$	0	$	0	$	0

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BEST Brand Builders

In fiscal 2010, we continue to focus on the BEST (Bob Evans Special Touch) Brand Builders. The Brand Builders represent an overall internal approach to managing the company. The five Brand Builders are:

•  Win together as a team

•  Consistently drive net sales growth

•  Improve margins with an eye on customer satisfaction

•  Be the BEST at operations execution

•  Increase returns on invested capital

Winning together as a team means that our entire team must work together in a spirit of collaboration. We must communicate openly and share ideas and BEST practices with one another. One significant project that helps us win together as a team is Project BEST Way, which we introduced in fiscal 2007. The goal of this program is to achieve efficiencies and productivities in all business units. This is being accomplished through a variety of initiatives, including strategic menu pricing, new labor forecasting and scheduling systems coupled with our actual-versus-theoretical food cost program at Bob Evans Restaurants and Mimi’s and manufacturing productivity initiatives in our plants. We continue to benefit from the consolidated purchasing efforts of our supply chain department and have seen success with purchasing initiatives that allowed us to make improvements in our operating income, particularly cost of sales.

Another example of winning together as a team is the “One BEST Way” initiative (“OBW”). OBW represents standardization of processes and procedures across both restaurant concepts, as well as identifying additional opportunities for purchasing synergies by consolidating vendors and purchased items.

We have also made significant changes to our food products business this past year to meet the changing needs of the marketplace and our customers. We moved from the DSD model to warehouse distribution. The conversion to the warehouse model has allowed us to develop national account teams for our major customers.

In June 2009, we completed an approximately $16.0 million, 50,000-square foot expansion at our plant in Sulphur Springs, Texas. This expansion has nearly doubled our square footage in Sulphur Springs, where we produce convenience food products such as breakfast sandwiches, fully cooked sausage and breakfast tacos for Bob Evans and Owens. The Sulphur Springs expansion has offered us opportunities to look for efficiencies at our Richardson, Texas, plant and to think about the best way to manage these production facilities as a group. As part of that review, we realigned the operations team to ensure we have the best level of support for our manufacturing plants and to support manufacturing productivity initiatives. We believe these changes have positioned our restaurant and food products businesses to help meet future growth plans.

The second Brand Builder is to consistently drive net sales growth. Our highest priority in the restaurant segment is to increase same-store sales. Bob Evans Restaurants experienced a decrease in same-store sales of 3.5 percent in fiscal 2010. We believe same-store sales at our Bob Evans Restaurants are particularly sensitive to economic conditions in the Midwest, which has been hit particularly hard by the downturn in the United States’ economy, increased unemployment and lower home values. New product development and a focused marketing message take on a heightened importance due to these same-store sales challenges, which we expect to continue throughout the year. We continue to concentrate on customer value initiatives along with product development and innovation. We currently offer more than 30 meals for $5.99 or less at Bob Evans Restaurants. We have created a new Fit from the Farm menu, which provides guests who are following a 2,000 calorie daily diet with the option of eating three balanced meals a day at Bob Evans Restaurants. We have also added two new incremental layers of sales at Bob Evans Restaurants. The first is our catering menu, which we launched in the third quarter of fiscal 2010, and the second is our family-size meals for carryout, which we started to promote in the third quarter of fiscal 2010.

At Mimi’s, we experienced a decrease in same-store sales of 7.2 percent in fiscal 2010. At Mimi’s, the sales building programs are being driven by our “Power of 10” strategy which demonstrates the upside to our sales if we can achieve a 10 percent net sales mix in each of the categories of carryout, alcoholic beverage net sales, appetizers and desserts. Currently we are well below 10 percent in each of these categories with approximately 2 percent of our

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net sales in desserts, approximately 3 percent of our net sales in appetizers and approximately 4 percent of our net sales in both carryout and alcoholic beverages. During fiscal 2010, we introduced a three-course, fixed price dinner menu designed to drive traffic. For $12.99, guests get their choice of a starter, Just Enough entrée and a Petite Treat dessert. Additionally, we are refocusing our marketing efforts towards digital marketing and social networking. Our marketing initiatives to drive sales include FSIs and special offers through our e-club. Online ordering is also now available at all Mimi’s, along with expansion into catering with our to-go party packs.

Bob Evans Restaurants and Mimi’s are focused on growing restaurant level net sales by developing our employees with a “capability to drive net sales” culture while maintaining guest satisfaction.

In our food products segment, our net sales focus is on increasing comparable pounds sold and gaining additional points of distribution. We experienced an increase of 7 percent in comparable pounds sold in fiscal 2010, due in part to gaining additional points of distribution and more authorizations for sausage products and side dishes. The impact of the increase in comparable pounds sold in fiscal 2010 was offset by a significant increase in promotional discounts provided to retailers, which reduce net sales. The increase in promotional discounts was designed to increase market share and promote brand awareness. We believe our conversion from the DSD model to a warehouse system will allow us to drive net sales more profitably by directing our strategies at the customer account level rather than an individual store level. We also expect to gain net sales with the introduction of new retail products, including our Wrappers and Stuffers. At the end of fiscal 2010, Bob Evans and Owens brand products were available for purchase in grocery stores in 50 states, the District of Columbia, the Toronto, Canada area and parts of Mexico.

The third Brand Builder is to improve margins with an eye on customer satisfaction. Both restaurant concepts are focused on food costs and labor. We eliminated approximately 3 million labor hours from our restaurant segment during fiscal 2010 on a 52-week comparable basis. Our new actual versus theoretical food cost program was fully implemented at our Bob Evans Restaurants in the fourth quarter of fiscal 2010 and will be fully implemented in our Mimi’s stores in the second quarter of fiscal 2011. This program will help reduce waste and improve cost of sales.

Our food costs are subject to changes in the commodity markets. With our program to consolidate our supply chain activities, we believe we have made progress in reducing food costs compared to where they would have been otherwise. The rollout of a new point-of sale-system at Bob Evans Restaurants is now complete. We believe this new technology will help to simplify our order entry, achieve more precise labor scheduling and allow us to compare our actual food costs with theoretical food costs — all key to improving margins at the restaurant level.

We plan to improve food costs at Mimi’s through menu innovation and continuing to take advantage of our consolidated supply chain power. Another one of our primary strategies at Mimi’s is to reengineer the cost structure to enable us to build brand awareness through promotion without having a negative impact on margins. The primary focus for the entire Mimi’s team is driving sales and improving profitability. Bob Evans Restaurants and Mimi’s keep an eye on customer satisfaction by monitoring key measurements, such as data from Mindshare Technologies, a third party firm, which monitors the customer experience.

Food products’ operating income increased to 6.7 percent in fiscal 2010 from 5.0 percent in fiscal 2009. The increase is primarily due to the conversion from the DSD model to a warehouse system, which resulted in a lower overall cost structure. The savings realized from the lower overall warehouse cost structure was offset by a significant increase in promotional discounts provided to retailers, which reduce net sales.

Our fourth Brand Builder is to be the BEST at operations execution. We believe a good way to improve our execution is to decrease employee turnover, and we have made significant progress in that area, reducing Bob Evans Restaurant hourly turnover to about 70 percent in fiscal 2010 and Mimi’s hourly turnover to about 84 percent in fiscal 2010. Operations excellence is also our commitment to build people capability and deliver speed with hospitality. In our food products segment, the operational focus will be to gain process efficiencies through manufacturing productivity initiatives.

Our fifth and final Brand Builder is to increase returns on invested capital. As previously stated, we are not going to open large numbers of new Bob Evans Restaurants and Mimi’s until projected returns improve. Instead we will be focusing on improving existing store profitability at both restaurant concepts. At Bob Evans Restaurants in fiscal 2011, we expect to build three new restaurants, rebuild two restaurants and remodel 40 to 50 restaurants. We

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do not expect to open or rebuild any Mimi’s, but plan to remodel approximately 10 existing locations in fiscal 2011. We need to continue to improve our restaurant-level economics at both restaurant brands to enable us to begin building restaurants again, as development is an important part of our long-term plan. We are currently reevaluating our restaurant remodel program in an effort to ensure that we are using our capital in the most cost-effective manner. Specifically, we are exploring ways to refresh more restaurants with less capital expenditure than our previous remodel program. We reimaged a Bob Evans prototype in Westerville, Ohio, in fiscal 2010 with a new front-of-the-house “Taste of the Farm” retail area designed to drive incremental impulse purchases. The retail reimage features a new fresh-baked goods section, a grab-and-go section with sandwiches and salads and a refrigerated section featuring our food products segment’s convenience items. In addition, we reimaged a Mimi’s in Chandler, Arizona, in fiscal 2010 with an upscale bar presentation in conjunction with a wider liquor selection, a bakery items display case and a dedicated to-go area. Additionally, we have added overflow seating in our waiting area, which should drive speed of service during peak hours.

As noted earlier, in the first quarter of fiscal 2010 we completed an approximately $16.0 million expansion at our Sulphur Springs, Texas, plant, which produces fully-cooked convenience items.

In the third quarter of fiscal 2010, we increased our quarterly cash dividend to $0.18 from $0.16. Despite the challenges we are facing, we are confident in our overall financial position, which enabled us to implement this dividend increase. Finally, we repurchased 732,000 shares under our stock repurchase program in fiscal 2010.

From February 24, 2009, through October 23, 2009, and subject to the exceptions set forth below, we were prohibited from declaring, making or incurring any liability to declare or make any Restricted Payments (as defined in the note agreements discussed in Note B), including: (1) dividends or other distributions or payments on our capital stock or other equity interests; (2) the redemption or acquisition of our capital stock or other equity interests or of warrants, rights or other options to purchase such stock or other equity interests (except when made solely in exchange for such stock or other equity interests or contemporaneously from the net proceeds of a sale of such stock or other equity interests); and (3) any repayment, redemption, repurchase or other acquisition of the principal of any Subordinated Debt (as defined in the note agreements) prior to the regularly scheduled maturity date thereof; provided, however, that the foregoing restrictions did not apply to: (a) dividends paid on our common stock on a pro rata basis in the ordinary course of business to all holders of common stock not to exceed $0.16 per share per fiscal quarter; (b) distributions made pursuant to employment agreements, dividend reinvestment and stock purchase plans, stock option or equity plans or other benefit plans generally consistent with past practices; or (c) distributions made in connection with the exercise of stock options or the vesting of equity awards for management or employees.

In summary, we remain focused on the five BEST Brand Builders and continue to implement them with a sense of urgency.

Business Outlook

We are expecting fiscal 2011 operating income to be approximately $105 to $110 million, taking into account ongoing challenging macroeconomic conditions, the loss of an extra operating week compared to fiscal 2010 and significantly higher sow costs. The 53rd operating week contributed an incremental $31.3 million in net sales and $6.9 million in operating income to our fiscal 2010 results. We estimate that our sow costs will be in the range of $55 to $60 per hundredweight in fiscal 2011 compared to $42 in fiscal 2010.

The fiscal 2011 outlook relies on a number of important assumptions. We anticipate overall net sales to remain relatively flat in fiscal 2011 at about $1.7 billion. In the restaurant segment, we anticipate negative same-store sales of approximately 2.0 percent to flat at Bob Evans Restaurants and negative same-store sales of approximately 5.0 percent to negative 2.0 percent at Mimi’s. We expect lower same-store sales in the first quarter, with gradual sequential improvement in the second, third and fourth quarters due partly to menu innovation initiatives. We expect total net sales to approximate $965 to $985 million at Bob Evans Restaurants and $380 to $395 million at Mimi’s. The restaurant segment operating income margins are expected to be approximately 6 to 7 percent for fiscal 2011. We expect margin pressure from increasing commodity costs, offset by the benefit of our actual versus theoretical food cost program, positive mix shifts, effective supply chain management and improving operating wages through expected labor efficiencies.

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In the food products segment, we expect continued growth in pounds sold and expanded retail distribution, with overall net sales of $330 to $360 million, which includes price increase initiatives to be implemented early in the second quarter. We anticipate that sow costs will average approximately $55 to $60 per hundredweight in fiscal 2011. We also expect operating income margins in the food products segment of approximately 4.5 to 6 percent, but significantly lower (near breakeven) in the first quarter and improving the remainder of the fiscal 2011 as price increases and cost savings related to manufacturing productivity initiatives get traction.

We project net interest expense of approximately $9 to $10 million in fiscal 2011.

The effective tax rate is estimated to be approximately 34 percent for fiscal 2011, which is more representative of our historical average. The average diluted shares outstanding for 2011 are expected to be approximately 31 million for the year.

Capital spending for fiscal 2011 is expected in a range of $65 to $70 million, an increase from $51.3 million in fiscal 2010. The increase is largely due to a greater number of Bob Evans Restaurants and Mimi’s remodels we expect to complete in fiscal 2011. At Bob Evans Restaurants we plan to develop 3 new stores and plan to rebuild 2 and remodel 40 to 50 existing restaurants in fiscal 2011. At Mimi’s, we do not plan to open or rebuild any restaurants, but plan to remodel approximately 10 existing stores in fiscal 2011. Depreciation and amortization expense for fiscal 2011 should approximate $85 to $87 million.

The Board of Directors has authorized a $25 million share repurchase program in fiscal 2011.

Critical Accounting Policies

Our accounting policies are more fully described in Note A of the consolidated financial statements. As discussed in Note A, the consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. We believe that the following discussion addresses our most significant accounting policies, and the following significant accounting policies may involve a higher degree of judgment and complexity.

We are required to perform annual impairment tests of our goodwill and intangible assets (or more frequently if events or changes in circumstances indicate the asset might be impaired). We have elected to test for impairment in the fourth quarter of each fiscal year. The goodwill impairment test is a two-step process that requires management to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of each reporting unit (in this case, Mimi’s) based on a discounted cash flow analysis or other appropriate models using revenue and profit forecasts and comparing that estimated fair value with the carrying value of the reporting unit, which includes goodwill. Factors used in the impairment tests include, but are not limited to, our plans for new store development, same-store sales trends, future operations, brand initiatives, recent operating results and projected net sales and cash flows. If the estimated fair value of the reporting unit is less than the carrying value, a second step is performed to compute the amount of goodwill impairment by determining an “implied fair value” of goodwill. The determination of a reporting unit’s “implied fair value” of goodwill requires us to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to its corresponding carrying value.

Based on our consolidated stock valuation relative to our book value, a scaled-back development plan and continued declining same-store sales at Mimi’s, we determined that indicators of potential impairment were present during the third quarter of fiscal 2009. During the third quarter of fiscal 2009, we performed interim impairment tests of goodwill and intangible assets with indefinite lives and recorded impairment charges of $56.2 million and $11.8 million for goodwill and other intangible assets, respectively. The fiscal 2009 charges are reflected on the Consolidated Statements of Income under “Goodwill and other intangibles impairment.”

We are self-insured for most casualty losses and employee health-care claims up to certain stop-loss limits per claim. We record our best estimate of the cost to settle incurred self-insured casualty losses and employee health-care claims. The recorded liability includes estimated reserves for both reported claims and incurred, but not reported claims. Casualty loss estimates are based on the results of independent actuarial studies and consider

47

historical claim frequency and severity, as well as changes in factors such as business environment, benefit levels, medical costs and the regulatory environment that could impact overall self-insurance costs. The employee health-care claims reserve estimate is based on our review of our historical claims paid and the historical time lag between when the claims are incurred and when the claims are paid. We review the time lag periodically throughout the fiscal year. Additionally, a risk margin to cover adverse development that may occur over the several years it takes for claims to settle is included in reserves, which increases our confidence level that the recorded reserve is adequate. Because there are many estimates and assumptions involved in recording insurance liabilities, differences between actual future events and prior estimates and assumptions could result in adjustments to these liabilities. However, we believe that our calculation of insurance liabilities would not change materially under different conditions and/or different methods. Historically, we have been adequately reserved for self- insured losses and the estimated reserves have proven to be sufficient for actual claims settled. See Note F for a further discussion of our insurance programs.

Property, plant and equipment comprise 87 percent of our assets. Depreciation is recognized using the straight-line and accelerated methods in amounts adequate to amortize costs over the estimated useful lives of depreciable assets (see Note A). We estimate useful lives on buildings and equipment based on historical data and industry norms. Changes in estimated useful lives could have a significant impact on earnings. Additionally, testing for impairment of long-lived assets, which we perform at the individual store level in our restaurant segment, requires significant management judgment regarding future cash flows, asset lives and discount rates. Changes in estimates could result in future impairment charges. Pretax charges of $6.2 million, $6.4 million and $3.7 million were recognized in fiscal 2010, fiscal 2009 and fiscal 2008, respectively, related to fixed asset impairment.

We measure the cost of employee services received in exchange for an equity award, such as stock options or restricted stock awards, based on the fair value of the award on the grant date. The cost is recognized in the income statement over the vesting period of the award on a straight-line basis. Awards to retirement-eligible employees are subject to immediate expensing in full upon grant. The fair value of each option award in fiscal 2010, fiscal 2009 and fiscal 2008 was estimated on the date of grant using the Black-Scholes option-pricing model. The expected term of options granted is based on the historical exercise behavior of full-term options, and the expected volatility is based on the historical volatility of our common stock. The risk-free rate is based on the U.S. Treasury zero-coupon yield curve in effect at the time of grant. Both expected volatility and the risk-free rate are based on a period commensurate with the expected option term. The expected dividend yield is based on the current dividend, the current market price of our common stock and historical dividend yields.

We estimate certain components of our provision for income taxes. These estimates include, among other items, effective rates for state and local income taxes, allowable tax credits for items such as taxes paid on reported tip income, estimates related to D&A expense allowable for tax purposes and the tax deductibility of certain other items. The estimates are based on the best available information at the time that we prepare the tax provision. We generally file our annual income tax returns several months after our fiscal year-end. Income tax returns are subject to audit by federal, state and local governments, generally years after the returns are filed. These returns could be subject to material adjustments or differing interpretations of the tax laws. In fiscal 2008, we adopted the Income Taxes Topic of the FASB ASC, which provides guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. At the end of fiscal 2010, we have reserved $9.1 million related to unrecognized tax benefits. It is reasonably possible that the amount of unrecognized tax benefits may increase or decrease within the next year.

While our recognition of revenue does not generally involve significant judgment, the accounting for unredeemed gift certificates and gift cards requires estimation. We issue gift cards (and prior to fiscal 2006, issued gift certificates; collectively, “gift cards”) which contain no expiration dates or inactivity fees. We recognize revenue from gift cards when they are redeemed by the customer. In addition, we recognize income on unredeemed gift cards (“breakage”) when the likelihood of redemption is remote and there is no legal obligation to remit the unredeemed gift cards to state governments. We determine the gift card breakage rate based on historical redemption patterns. Fiscal 2008 was the first year in which we recognized gift card breakage income for Bob Evans Restaurants, as that was the first time we had sufficient historical information to reasonably determine the breakage rate. As a result, $6.6 million of pretax income was recorded in the third quarter of fiscal 2008, which included gift card breakage income related to gift cards sold since the inception of our gift card programs.

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From time to time in the normal course of business, we are subject to proceedings, lawsuits and other claims. We assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of these actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made. Given the inherent uncertainty related to the eventual outcome of litigation, it is possible that all or some of these matters may be resolved for amounts materially different from any provisions that we may have made with respect to their resolution.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

As noted in Note A, “Summary of Significant Accounting Policies,” to our consolidated financial statements which are included in Item 8 of this Annual Report on Form 10-K, we do not use derivative financial instruments for speculative or hedging purposes. We maintain our cash and cash equivalents in financial instruments with maturities of three months or less when purchased.

At April 30, 2010, our outstanding debt included $14.0 million on our variable-rate revolving lines of credit and $176.2 million of fixed-rate unsecured senior notes. A change in market interest rates will not impact interest expense associated with our fixed-rate debt, but will impact our variable-rate debt. For example, a 1 percent increase in the benchmark rate used for our revolving lines of credit would increase our annual interest expense by $0.1 million, assuming the $14.0 million outstanding at April 30, 2010, was outstanding for the entire year.

We purchase certain commodities such as beef, pork, poultry, seafood, produce and dairy. These commodities are generally purchased based upon market prices established with suppliers. These purchase arrangements may contain contractual features that fix the price paid for certain commodities. We do not use financial instruments to hedge commodity prices because these purchase arrangements help control the ultimate cost paid and any commodity price aberrations are generally short-term in nature.

Item 8.   Financial Statements and Supplementary Data

Management’s Report on Internal Control Over Financial Reporting

To the Stockholders of Bob Evans Farms, Inc.:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to the reliability of financial reporting and financial statement preparation.

With our supervision, management assessed our internal control over financial reporting as of April 30, 2010, the end of our fiscal year. Management based its assessment on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included the evaluation of such elements as the design and operating effectiveness of key financial

49

reporting controls, process documentation, accounting policies and our overall control environment. This assessment is supported by testing and monitoring performed by our internal audit function.

Based on its assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States.

We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors. Additionally, our independent registered public accounting firm, Ernst & Young LLP, independently assessed our internal control over financial reporting. Ernst & Young has issued a report on our internal control over financial reporting, which is included in this annual report.

/s/  Steven A. Davis	/s/  Tod P. Spornhauer
Steven A. Davis	Tod P. Spornhauer
Chief Executive Officer	Chief Financial Officer

50

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Bob Evans Farms, Inc.:

We have audited Bob Evans Farms, Inc.’s internal control over financial reporting as of April 30, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO criteria”). Bob Evans Farms, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Bob Evans Farms, Inc. maintained, in all material respects, effective internal control over financial reporting as of April 30, 2010, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the fiscal 2010 consolidated financial statements of Bob Evans Farms, Inc. and our report dated June 28, 2010, expressed an unqualified opinion thereon.

/s/  Ernst & Young LLP

Columbus, Ohio

June 28, 2010

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Bob Evans Farms, Inc.:

We have audited the accompanying consolidated balance sheets of Bob Evans Farms, Inc. and subsidiaries as of April 30, 2010, and April 24, 2009, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended April 30, 2010. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Bob Evans Farms, Inc. and subsidiaries at April 30, 2010, and April 24, 2009, and the consolidated results of their operations and their cash flows for each of the three years in the period ended April 30, 2010, in conformity with U.S. generally accepted accounting principles.

As discussed in Note C to the consolidated financial statements, in fiscal 2008 the company adopted Income Taxes Topic of the FASB ASC, as it relates to accounting for uncertain tax positions.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Bob Evans Farms, Inc.’s internal control over financial reporting as of April 30, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 28, 2010, expressed an unqualified opinion thereon.

/s/  Ernst & Young LLP

Columbus, Ohio

June 28, 2010

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Bob Evans Farms, Inc. and Subsidiaries

Consolidated Balance Sheets

	April 30,			April 24,
	2010			2009
	Dollars in thousands
ASSETS
Current Assets
Cash and equivalents	$	17,803		$	30,133
Accounts receivable		19,857			23,045
Inventories		25,920			31,087
Deferred income taxes		11,175			11,211
Prepaid expenses		2,169			1,311
Total Current Assets		76,924			96,787
Property, Plant and Equipment
Land		248,812			247,348
Buildings and improvements		934,919			918,227
Machinery and equipment		479,470			461,961
Construction in progress		1,438			2,732
		1,664,639			1,630,268
Less accumulated depreciation		702,665			627,576
Net Property, Plant and Equipment		961,974			1,002,692
Other Assets
Deposit and other		4,143			4,856
Long-term investments		23,032			15,936
Goodwill		1,567			1,567
Other intangible assets		41,517			42,337
Total Other Assets		70,259			64,696
	$	1,109,157		$	1,164,175
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Lines of credit	$	14,000		$	67,000
Current maturities of long-term debt		26,905			26,904
Accounts payable		29,322			43,584
Federal and state income taxes		8,708			9,867
Accrued nonincome taxes		21,085			22,670
Accrued wages and related liabilities		39,545			32,887
Self-insurance		24,165			23,833
Deferred revenue		14,447			14,103
Other accrued expenses		15,279			21,484
Total Current Liabilities		193,456			262,332
Long-Term Liabilities
Deferred compensation		26,396			19,808
Federal and state income taxes		10,050			13,605
Deferred income taxes		67,538			70,883
Deferred rent		24,273			23,649
Long-term debt		149,287			176,192
Total Long-Term Liabilities		277,544			304,137
Stockholders’ Equity
Common stock, $.01 par value; authorized 100,000,000 shares; issued 42,638,118 shares in 2010 and 2009		426			426
Capital in excess of par value		180,476			173,970
Retained earnings		788,049			738,668
Treasury stock, 12,265,865 shares in 2010 and 11,925,872 shares in 2009, at cost		(330,794	)		(315,358	)
Total Stockholders’ Equity		638,157			597,706
	$	1,109,157		$	1,164,175

See Accompanying Notes to Consolidated Financial Statements

53

Bob Evans Farms, Inc. and Subsidiaries

Consolidated Statements of Income

Years Ended April 30, 2010; April 24, 2009; and April 25, 2008

	2010		2009			2008
	Dollars in thousands, except per share amounts
Net Sales	$	1,726,804	$	1,750,512		$	1,737,026
Cost of sales		516,667		537,085			517,358
Operating wage and fringe benefit expenses		596,050		597,806			604,198
Other operating expenses		276,521		280,393			282,029
Selling, general and administrative expenses		147,164		156,965			149,070
Depreciation and amortization expense		83,988		81,934			77,131
Goodwill and other intangibles impairment		0		67,962			0
Operating Income		106,414		28,367			107,240
Net interest expense		10,088		12,306			10,990
Income Before Income Taxes		96,326		16,061			96,250
Provisions for income taxes		25,998		21,207			31,374
Net Income (Loss)	$	70,328	$	(5,146	)	$	64,876
Earnings (Loss) Per Share — Basic	$	2.29	$	(0.17	)	$	1.96
Earnings (Loss) Per Share — Diluted	$	2.28	$	(0.17	)	$	1.95
Cash Dividends Paid Per Share	$	0.68	$	0.60		$	0.56

See Accompanying Notes to Consolidated Financial Statements

54

Bob Evans Farms, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

	Common			Common					Capital in
	Stock			Stock		Preferred			Excess of		Retained			Treasury
	Shares			Amount		Stock			Par Value		Earnings			Stock			Total
				Dollars in thousands, except per share amounts
Stockholders’ Equity at 4/27/07		35,141,937		$	426	$	60		$	160,441	$	711,333		$	(167,029	)	$	705,231
Net income												64,876						64,876
Dividends declared ($0.56 per share)												(18,085	)					(18,085	)
Treasury stock repurchased		(5,000,000	)												(154,593	)		(154,593	)
Treasury stock reissued under employee plans		469,408								7,497					6,722			14,219
Tax benefit — employee plans										1,149								1,149
Cumulative effect of adopting the Income Taxes Topic of the FASB ASC												(172	)					(172	)
Stockholders’ Equity at 4/25/08		30,611,345			426		60			169,087		757,952			(314,900	)		612,625
Net loss												(5,146	)					(5,146	)
Dividends declared ($0.60 per share)												(14,138	)					(14,138	)
Treasury stock repurchased		(245,332	)												(5,374	)		(5,374	)
Treasury stock reissued under employee plans		346,233								4,532					4,916			9,448
Preferred stock redemption							(60	)		11								(49	)
Tax benefit — employee plans										340								340
Stockholders’ Equity at 4/24/09		30,712,246			426		0			173,970		738,668			(315,358	)		597,706
Net income												70,328						70,328
Dividends declared ($0.68 per share)												(20,947	)					(20,947	)
Treasury stock repurchased		(731,814	)												(21,123	)		(21,123	)
Treasury stock reissued under employee plans		391,821								6,131					5,687			11,818
Tax benefit — employee plans										375								375
Stockholders’ Equity at 4/30/10		30,372,253		$	426	$	0		$	180,476	$	788,049		$	(330,794	)	$	638,157

See Accompanying Notes to Consolidated Financial Statements

55

Bob Evans Farms, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years ended April 30, 2010; April 24, 2009; and April 25, 2008

	2010			2009			2008
	Dollars in thousands
Operating Activities
Net income (loss)	$	70,328		$	(5,146	)	$	64,876
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		83,988			81,934			77,131
Goodwill and other intangibles impairment		0			67,962			0
Deferred compensation		6,446			(6,670	)		2,589
Deferred income taxes		(3,309	)		60			(4,860	)
Loss on fixed assets		5,146			7,258			686
(Gain) loss on long-term investments		(5,328	)		6,486			307
Compensation expense attributable to stock plans		7,530			6,737			6,345
Deferred rent		624			1,242			2,021
Cash provided by (used for) current assets and current liabilities:
Accounts receivable		3,188			(3,094	)		564
Inventories		5,167			258			(2,672	)
Prepaid expenses		(858	)		(44	)		(116	)
Accounts payable		(14,262	)		4,333			2,321
Federal and state income taxes		(4,714	)		(1,598	)		2,125
Accrued wages and related liabilities		6,658			(5,600	)		(4,212	)
Self-insurance		332			1,056			1,726
Accrued nonincome taxes		(1,585	)		(3	)		1,283
Deferred revenue		344			1,299			(4,711	)
Other accrued expenses		(6,205	)		(4,325	)		8,155
Net cash provided by operating activities		153,490			152,145			153,558
Investing Activities:
Purchase of property, plant and equipment		(51,266	)		(95,985	)		(120,955	)
Purchase of long-term investments		(1,841	)		(2,366	)		(2,611	)
Proceeds from sale of property, plant and equipment		3,743			3,667			14,566
Other		713			(718	)		930
Net cash used in investing activities		(48,651	)		(95,402	)		(108,070	)
Financing Activities:
Cash dividends paid		(20,947	)		(18,424	)		(18,719	)
Purchase of treasury stock		(21,123	)		(5,374	)		(154,593	)
Borrowings (repayments) on lines of credit		(53,000	)		(71,500	)		138,500
Proceeds from debt issuance		0			70,000			0
Principal payments on long-term debt		(26,904	)		(26,904	)		(46,333	)
Excess tax benefits from stock-based compensation		375			340			1,149
Proceeds from issuance of treasury stock		4,430			2,711			7,875
Net cash used in financing activities		(117,169	)		(49,151	)		(72,121	)
Increase (decrease) in cash and equivalents		(12,330	)		7,592			(26,633	)
Cash and equivalents at the beginning of the year		30,133			22,541			49,174
Cash and equivalents at the end of the year	$	17,803		$	30,133		$	22,541

See Accompanying Notes to Consolidated Financial Statements

56

Bob Evans Farms, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

April 30, 2010

Note A — Summary of Significant Accounting Policies

Description of Business:  As of April 30, 2010, Bob Evans Farms, Inc. (“Bob Evans”) and its subsidiaries (collectively, Bob Evans and its subsidiaries are referred to as the “company,” “we,” “us” and “our”) owned and operated 715 full-service restaurants, including 569 Bob Evans Restaurants in 18 states and 146 Mimi’s Cafés in 24 states. Bob Evans Restaurants are primarily located in the Midwest, mid-Atlantic and Southeast regions of the United States. Mimi’s Cafés are primarily in California and other western states. We also produce and distribute pork sausage products and a variety of complementary homestyle convenience food items under the Bob Evans and Owens brand names. These food products are distributed primarily to warehouses that distribute to grocery stores throughout the United States.

Principles of Consolidation:  The consolidated financial statements include the accounts of Bob Evans and its subsidiaries. Intercompany accounts and transactions have been eliminated.

Fiscal Year:  Our fiscal year ends on the last Friday in April. References herein to fiscal 2010, fiscal 2009 and fiscal 2008 refer to fiscal years ended April 30, 2010; April 24, 2009; and April 25, 2008, respectively. All years presented were comprised of 52 weeks, except for fiscal 2010, which contains 53 weeks.

Revenue Recognition:  Revenue is recognized in the restaurant segment at the point of sale, other than revenue from the sale of gift cards, which is deferred and recognized upon redemption. Revenue in the food products segment is generally recognized when products are delivered to our customers’ warehouses. All revenue is presented net of sales tax collections.

We issue gift cards (and prior to fiscal 2006, issued gift certificates; collectively, “gift cards”) which contain no expiration dates or inactivity fees. We recognize revenue from gift cards when they are redeemed by the customer. In addition, we recognize income on unredeemed gift cards (“gift card breakage”) when the likelihood of redemption is remote and there is no legal obligation to remit the unredeemed gift cards to state government(s). We determine the gift card breakage rate based on historical redemption patterns. Gift card breakage is included in net sales in the Consolidated Statements of Income, and the liability for unredeemed gift cards is included in deferred revenue on the Consolidated Balance Sheets.

Fiscal 2008 was the first year in which we recognized gift card breakage income for Bob Evans Restaurants. As a result, $6,600 of pretax income was recorded in the third quarter of fiscal 2008, which included gift card breakage income related to gift cards sold since the inception of our gift card program.

Cash Equivalents:  We consider all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable:  Accounts receivable represents amounts owed to us through our operating activities and are presented net of allowance for doubtful accounts. We evaluate the collectability of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, we record a specific allowance for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. In addition, we recognize allowances for bad debts based on the length of time receivables are past due with allowance percentages, based on its historical experiences, applied on a graduated scale relative to the age of the receivable amounts. If circumstances such as higher than expected bad debt experience or an unexpected material adverse change in a major customer’s ability to meet its financial obligations to us were to occur, we estimate of the recoverability of amounts due to us could change by a material amount. Amounts deemed uncollectible are written-off against an established allowance for doubtful accounts.

Concentration of Credit Risk and Major Customers:  We maintain cash depository accounts with major banks and invest in high-quality short-term liquid instruments. Such investments are made only in instruments issued or

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Notes to Consolidated Financial Statements — (Continued)

enhanced by high-quality institutions. These investments mature within three months and we have not incurred any related losses.

Accounts receivable can be potentially exposed to a concentration of credit risk with customers or in particular industries. Such credit risk is considered by management to be limited due to our many customers, none of which are considered principal in our total operations and doing business in a variety of industries throughout the world. We do have two individual customers that exceed 10 percent of total revenue. In addition, we perform ongoing credit evaluations of our customers’ financial conditions and maintain reserves for credit losses. Such losses historically have been within our expectations.

Inventories:  We value inventories at the lower of first-in, first-out cost or market. Inventory includes raw materials and supplies ($18,956 in fiscal 2010 and $22,400 in fiscal 2009) and finished goods ($6,964 in fiscal 2010 and $8,687 in fiscal 2009).

Assets Held for Sale:  In accordance with the Property, Plant and Equipment Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), we classify certain land, buildings and equipment as “held for sale” in the Consolidated Balance Sheets when we believe these assets will be disposed of within the next 12 months. Assets held for sale are reported at the lower of the carrying amount or the fair value and depreciation of these assets has ceased. We did not have any assets held for sale at the end of fiscal 2010 or fiscal 2009.

Property, Plant and Equipment:  Property, plant and equipment are recorded at cost less accumulated depreciation. The straight-line depreciation method is used for nearly all capitalized assets, although some assets purchased prior to fiscal 1995 continue to be depreciated using accelerated methods. Depreciation is calculated at rates adequate to amortize costs over the estimated useful lives of buildings and improvements (15 to 25 years) and machinery and equipment (3 to 10 years). Improvements to leased properties are depreciated over the shorter of their useful lives or the lease terms. Total depreciation expense was $83,095; $80,892; and $75,959 in fiscal 2010, fiscal 2009 and fiscal 2008, respectively.

We sell real property via like-kind exchanges under Internal Revenue Code Section 1031 whereby gains are not recognized for federal income tax purposes. We recognize all such gains for financial reporting purposes in the period the property is sold. Consolidated results for fiscal 2010, fiscal 2009 and fiscal 2008 include net pretax gains of $1,362; $1,032 and $2,865, respectively, on sale of assets. The gains are classified as a reduction of “Selling, general and administrative expenses (“S,G&A”)” in the Consolidated Statements of Income.

We evaluate property, plant and equipment held and used in the business for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Impairment is determined by comparing the estimated undiscounted future operating cash flows for the asset group to the carrying amount of its assets. If impairment exists, the amount of impairment is measured as the excess of the carrying amount over the estimated discounted future operating cash flows of the asset and the expected proceeds upon sale of the asset.

During fiscal 2010, we identified certain operating and closed locations with negative cash flow, declining net sales performance or other potential indicators of impairment, and recorded a $6,195 pretax fixed asset impairment charge in the restaurant segment for four Bob Evans Restaurant operating locations and 22 other properties. In fiscal 2009, a pretax fixed asset impairment charge of $6,444 was recognized in the restaurant segment for six underperforming Mimi’s restaurants. In fiscal 2008, a pretax impairment charge of $3,659 was recognized in the restaurant segment related to nine underperforming Bob Evans Restaurants, which were subsequently closed. The fixed asset impairment charges are reflected in S,G&A expenses in the Consolidated Statements of Income.

Long-term Investments:  Long-term investments include assets held under certain deferred compensation arrangements, which represent the cash surrender value of company-owned life insurance policies and investments in income tax credit limited partnerships. An offsetting liability for the amount of the cash surrender value of

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Notes to Consolidated Financial Statements — (Continued)

company-owned life insurance is included in the “Deferred compensation” amount on the Consolidated Balance Sheets. Investments in income tax credit limited partnerships are recorded at amortized cost. We amortize the investments to the expected residual value of the partnerships once the income tax credits are fully utilized. The amortization period of the investments matches the respective income tax credit period.

Goodwill:  Goodwill, which represents the cost in excess of fair market value of net assets acquired, was $1,567 for both fiscal 2010 and fiscal 2009. Goodwill is not amortized; rather it is tested for impairment at the beginning of the fourth quarter each year or on a more frequent basis when events occur or circumstances change between the annual tests that would more likely than not reduce the fair value of the reporting unit below its carrying value. In the third quarter of fiscal 2009, we determined that indicators for potential impairment existed based on our consolidated stock valuation relative to our book value, a scaled-back development plan for Mimi’s and continued declining same-store sales at Mimi’s. We performed interim impairment tests of goodwill and determined that the carrying value of Mimi’s goodwill was fully impaired. Therefore, we recorded a pretax goodwill impairment charge in the restaurant segment in the third quarter of fiscal 2009 for the entire $56,162. See Note G.

Other Intangible Assets:  Other intangible assets consist of the Mimi’s business trade name and restaurant concept. The trade name intangible asset is deemed to have an indefinite economic life and is not amortized. It is tested for impairment at the beginning of the fourth quarter each year or on a more frequent basis if events or changes in circumstances indicate the asset might be impaired. The restaurant concept intangible asset is amortized on a straight-line basis over its estimated economic life of 15 years. In the third quarter of fiscal 2009, we determined that indicators for potential impairment existed based on our consolidated stock valuation relative to our book value, a scaled-back development plan for Mimi’s and continued declining same-store sales at Mimi’s. We performed interim impairment tests of Mimi’s other intangible assets and determined that the business trade name had a fair value of $34,000, compared to a carrying value of $45,800. Therefore, we recorded a pretax impairment charge of $11,800 related to the business trade name in the restaurant segment in the third quarter of fiscal 2009. In fiscal 2010, there was no intangible asset impairment charge. See Note G.

Financial Instruments:  The fair values of our financial instruments (other than long-term debt) approximate their carrying values at April 30, 2010, and April 24, 2009. At April 30, 2010, the estimated fair value of our long-term debt approximated $184,728 compared to a carrying amount of $176,192. At April 24, 2009, the estimated fair value of our long-term debt approximated $192,400 compared to a carrying amount of $203,096. We estimate the fair value of our long-term debt based on the current interest rates offered for debt of the same maturities. We do not use derivative financial instruments for speculative purposes.

Treasury Stock:  During fiscal 2010, fiscal 2009 and fiscal 2008, we followed a policy of issuing treasury shares to satisfy award exercises or conversions.

Self-insurance:  We are self-insured for most workers’ compensation, general liability and automotive liability losses (collectively “casualty losses”), as well as employee health-care claims. We maintain certain stop-loss coverages with third party insurers to limit our total exposure per claim. The recorded liability associated with these programs is based on an estimate of the ultimate costs to be incurred to settle known claims and claims incurred but not reported as of the balance sheet date. The estimated liability is not discounted and is based on a number of assumptions and factors, including historical trends, actuarial assumptions and economic conditions.

Preopening Expenses:  Expenditures related to the opening of new restaurants, other than those for capital assets, are expensed when incurred.

Advertising Costs:  We expense advertising costs as incurred. Advertising expense was $45,648; $45,708; and $40,775 in fiscal 2010, fiscal 2009 and fiscal 2008, respectively.

Cost of Sales:  Cost of sales represents primarily food cost in the restaurant segment and cost of materials in the food products segment. Cash rebates that we receive from suppliers are recorded as a reduction of cost of sales in

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Bob Evans Farms, Inc. and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

the periods in which they are earned. The amount of each rebate is directly related to the quantity of product purchased from the supplier.

Promotional Spending:  In our food products segment, we engage in promotional (sales incentive) programs in the form of “off-invoice” deductions, billbacks, cooperative advertising and coupons. Costs associated with these programs are classified as a reduction of net sales in the period in which the sale occurs.

Comprehensive Income:  Comprehensive income is the same as reported net income.

Earnings Per Share:  Basic earnings-per-share computations are based on the weighted-average number of shares of common stock outstanding during the period presented. Diluted earnings-per-share calculations reflect the assumed exercise and conversion of outstanding stock options.

The numerator in calculating both basic and diluted earnings per share for each year is reported net income. The denominator is based on the following weighted-average number of common shares outstanding (in thousands):

	2010		2009		2008
Basic		30,775		30,744		33,065
Dilutive stock options		115		0		250
Diluted		30,890		30,744		33,315

Options to purchase 690,952 and 67,794 shares of common stock in fiscal 2010 and fiscal 2008, respectively, were excluded from the diluted earnings-per-share calculations because they were antidilutive. All outstanding options were excluded from the diluted earnings-per-share calculation in fiscal 2009 because we had a net loss for the year.

Use of Estimates:  The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used.

Stock-based Employee Compensation:  At April 30, 2010, we had a stock-based employee compensation plan that is described more fully in Note D. We record stock-based compensation expense by measuring the cost of employee services received in exchange for an equity award, such as stock options or restricted stock awards, based on the fair value of the award on the grant date. The cost is recognized in the income statement over the vesting period of the award on a straight-line basis. Awards to retirement-eligible employees are subject to immediate expensing in full upon grant.

Leases:  Rent expense for our operating leases, which generally have escalating rent payments over the term of the leases, is recorded on a straight-line basis over the lease term. The lease term begins when we have the right to control the use of the leased property, which is typically before rent payments are due under the terms of the lease. The difference between the straight-line rent calculation and rent paid is recorded as “deferred rent” in the Consolidated Balance Sheets. We expense all straight-line rent recorded during the build-out period for new restaurants.

Contingent rents are generally amounts due as a result of net sales in excess of amounts stipulated in certain restaurant leases and are included in rent expense as they accrue.

Rental expense in fiscal 2010, fiscal 2009 and fiscal 2008 was as follows:

	2010		2009		2008
Minimum rent	$	27,693	$	27,045	$	25,238
Contingent rent		462		1,195		1,389
Total rent	$	28,155	$	28,240	$	26,627

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Bob Evans Farms, Inc. and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

In some instances, we have received contributions from landlords to help fund the construction of new restaurants. We account for landlord contributions as lease incentive obligations that are amortized as a reduction to rent expense over the applicable lease term. Lease incentive obligations are included in the Consolidated Balance Sheets as deferred rent.

Reclassifications:  Certain prior-year amounts have been reclassified to conform to the fiscal 2010 classification.

New Accounting Pronouncements:  The Fair Value Measurements and Disclosures Topic of the FASB ASC clarifies the definition of fair value, establishes a framework for measuring fair value and expands the disclosures for fair value measurements. The guidance became effective for fiscal years beginning after November 15, 2007 (our fiscal 2009), for financial assets and liabilities, as well as for any other assets and liabilities that are carried at fair value on a recurring basis in the financial statements. The guidance became effective in our fiscal 2010 for all other nonfinancial assets and liabilities. The adoption of this statement did not have a material effect on our consolidated financial position or results of operations.

The Financial Instruments Topic of the FASB ASC increases the frequency of fair value disclosures for financial instruments within the scope of the Topic to a quarterly basis rather than annually. This guidance became effective for interim and annual periods ending after June 15, 2009. We adopted this guidance in the first quarter of fiscal 2010. Except for the disclosure requirements, the adoption of this guidance did not have a material effect on our consolidated financial position or results of operations.

The Business Combinations Topic of the FASB ASC is effective for our fiscal 2010 and requires that the acquisition method of accounting be applied to a broader set of business combinations, amends the definition of a business combination, provides a definition of a business, requires an acquirer to recognize an acquired business at its fair value at the acquisition date, and requires the assets and liabilities assumed in a business combination to be measured and recognized at their fair values as of the acquisition date (with limited exceptions). The effect of this guidance on future periods will depend on the nature and significance of any acquisitions we subsequently make that are subject to this statement.

The Generally Accepted Accounting Principles Topic of the FASB ASC identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. The guidance became effective for interim and annual fiscal periods ending after September 15, 2009 (our fiscal 2010 second quarter). We adopted this statement in the first quarter of fiscal 2010 and it did not have a material effect on our consolidated financial position or results of operations.

Note B — Long-Term Debt and Credit Arrangements

Long-term debt is comprised of the following:

	April 30, 2010		April 24, 2009
Unsecured senior notes issued July 28, 2004:
Series B, due July 2010, 4.61%	$	13,334	$	26,667
Series C, due July 2014, 5.12%		67,858		81,429
Series D, due July 2016, 5.67%		25,000		25,000
Unsecured senior notes issued July 28, 2008:
Series A, due July 2014, 6.39%		40,000		40,000
Series B, due July 2013, 6.39%		30,000		30,000
Total long-term debt		176,192		203,096
Less: current portion of long-term debt		26,905		26,904
Long-term debt less current portion	$	149,287	$	176,192

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Notes to Consolidated Financial Statements — (Continued)

On July 28, 2004, we completed a private placement of $190 million in senior unsecured fixed-rate notes. The senior notes outstanding at April 30, 2010, mature over a period from July 2010 to July 2016, and carry a weighted-average interest rate of 5.2 percent, which we pay quarterly.

In the second quarter of fiscal 2009, we completed a private placement of $70 million in senior unsecured fixed-rated notes. These notes were issued in two series. The $40 million Series A senior notes bear interest at 6.39 percent and mature on July 28, 2014, with a mandatory prepayment of $20 million due on July 28, 2012. The $30 million Series B senior notes bear interest at 6.39 percent and mature on July 28, 2013. The net proceeds from the notes we issued in fiscal 2009 were used to repay outstanding debt under existing bank credit facilities and to repay a portion of our previously outstanding senior notes.

Both of our senior note issues contain covenants customary for financings of this type that limit our ability to incur liens on assets, merge or consolidate with other entities, transfer or sell a substantial part of our assets, substantially change the nature of our business, engage in sale and leaseback transactions and enter into transactions with affiliates. We are also prohibited, subject to certain limited exceptions, from granting collateral under our credit facilities with our lenders unless such collateral is also granted to the note holders on an equal basis. The senior notes contain financial covenants that require certain net worth and fixed charge coverage ratios and place limitations on our indebtedness.

As of April 30, 2010, we were in compliance with these covenants and restrictions. The senior notes also contain customary events of default, the occurrence of which will permit the holders of the notes to accelerate payment of the notes.

As of April 30, 2010, maturities of long-term debt are as follows:

2011	$	26,905
2012		13,571
2013		38,571
2014		48,571
2015		38,574
Thereafter		10,000
Total	$	176,192

We also have unsecured borrowing arrangements with certain banks from which we may borrow up to $120,000, on a short-term basis at floating interest rates. The arrangements are reviewed annually for renewal. During fiscal 2010, total available bank lines of credit were reduced from $165,000 to $120,000. At April 30, 2010, $14,000 was outstanding under these arrangements. During fiscal 2010, the maximum amount outstanding under these unsecured lines of credit was $83,000, and the average amount outstanding was $55,616 with a weighted-average interest rate of 0.88 percent. During fiscal 2009, the maximum outstanding under these unsecured lines of credit was $143,000 and the average amount outstanding was $106,057 with a weighted-average interest rate of 2.58 percent.

Interest costs of $836; $933; and $1,325 incurred in fiscal 2010, fiscal 2009 and fiscal 2008, respectively, were capitalized in connection with our construction activities. Interest paid in fiscal 2010, fiscal 2009 and fiscal 2008 was $10,972; $13,620; and $13,031, respectively.

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Notes to Consolidated Financial Statements — (Continued)

Note C — Income Taxes

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax liabilities and assets as of April 30, 2010, and April 24, 2009, were as follows:

	April 30,		April 24,
	2010		2009
Deferred tax assets:
Loss on impaired assets	$	7,760	$	7,835
Self-insurance		6,776		7,080
Vacation pay		1,909		1,875
Stock and deferred compensation plans		17,039		11,814
Accrued bonus		1,130		686
Tax credits		0		1,249
Deferred rent		6,405		6,201
Other		2,342		696
Total deferred tax assets		43,361		37,436
Deferred tax liabilities:
Accelerated depreciation/asset disposals		83,829		81,297
Intangible assets		15,364		15,731
Other		531		80
Total deferred tax liabilities		99,724		97,108
Net deferred tax liabilities	$	56,363	$	59,672

Significant components of the provisions for income taxes are as follows:

	2010			2009			2008
Current:
Federal	$	23,878		$	17,356		$	30,128
State		5,429			3,791			6,106
Total current		29,307			21,147			36,234
Deferred:
Federal		(2,470	)		(170	)		(3,314	)
State		(839	)		230			(1,546	)
Total deferred		(3,309	)		60			(4,860	)
Total tax provisions	$	25,998		$	21,207		$	31,374

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Bob Evans Farms, Inc. and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Our provisions for income taxes differ from the amounts computed by applying the federal statutory rate due to the following:

	2010			2009			2008
Tax at statutory rate	$	33,714		$	5,621		$	33,688
State income tax (net)		2,983			2,614			2,964
Goodwill impairment		0			19,657			0
FICA tip credits		(4,937	)		(4,937	)		(4,607	)
Settlement of state income tax audits (net)		(2,534	)		(1,172	)		0
Cash surrender value of life insurance		(1,925	)		2,142			116
Work opportunity tax credits		(852	)		(949	)		(762	)
Limited partnership tax credits		(83	)		(266	)		(397	)
Other		(368	)		(1,503	)		372
Provisions for income taxes	$	25,998		$	21,207		$	31,374

Taxes paid during fiscal 2010, fiscal 2009 and fiscal 2008 were $34,167; $26,480; and $33,764, respectively.

Our effective tax rate is based on income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in evaluating our tax positions, which has an impact on our effective tax rate. We establish reserves when, despite our belief that our tax return positions are fully supportable, we believe that certain positions are likely to be challenged based on technical merits.

A tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including the resolution of any related appeals or litigation, based on the technical merits. The amount recognized is measured as the largest amount of tax benefit that is more than 50 percent likely to be realized upon settlement. The cumulative effect of the adoption of the Income Taxes Topic of the FASB ASC was a $172 reduction in the fiscal 2008 opening balance of retained earnings. Prior to the adoption of the Income Taxes Topic of the FASB ASC, we accrued for tax contingencies in accordance with the requirements of the Contingencies Topic of the FASB ASC.

In fiscal 2010, the amount of our unrecognized tax benefits decreased by $2,687, primarily due to reductions in tax contingencies for statute of limitations expirations and audit settlements. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

	2010			2009			2008
Balance at beginning of fiscal year	$	11,773		$	15,381		$	13,473
Additions based on tax positions related to the current year		752			404			1,866
Additions for tax positions of prior years		0			1,260			969
Reductions for tax positions of prior years		0			(1,524	)		(420	)
Reductions due to settlements with taxing authorities		(2,862	)		(1,565	)		0
Reductions due to statute of limitations expiration		(577	)		(2,183	)		(507	)
Balance at end of fiscal year	$	9,086		$	11,773		$	15,381

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of April 30, 2010, and April 24, 2009, was $7,697 and $6,907, respectively. The remaining unrecognized tax benefits relate to tax positions for which ultimate deductibility is highly certain, but for which there is uncertainty as to the timing of such deductibility. Recognition of these tax benefits would not affect our effective tax rate. We reasonably expect to resolve state tax audits in the next 12 months which could result in the recognition of previously unrecognized tax benefits of $500 to $1,800 and would affect the effective tax rate. It is reasonably possible that the amount of unrecognized tax benefits may increase or decrease within the next 12 months for reasons other than the

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Notes to Consolidated Financial Statements — (Continued)

settlement of tax audits. However, we do not presently anticipate that any increase or decrease in unrecognized tax benefits will be material to our consolidated financial statements.

We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense in the Consolidated Statements of Income. During fiscal 2010, fiscal 2009 and fiscal 2008, we recognized approximately $761, $283 and $2,338, respectively, of interest and penalties in tax expense. As of April 30, 2010, and April 24, 2009, we had accrued approximately $3,694 and $5,440, respectively, in interest and penalties related to unrecognized tax benefits.

We file United States federal and various state and local income tax returns. With few exceptions, we are subject to audit by taxing authorities for fiscal years 2007 through 2009. Our federal and state income tax return filings generally are subject to a three-year statute of limitations from the date of filing. However, we may grant waivers to taxing authorities to extend the statute of limitations for prior tax years. Based on the status of current audits and the protocol of finalizing audits by relevant tax authorities, it is not possible to estimate the impact of changes, if any, to previously recorded unrecognized tax benefits.

Note D — Stock-Based Compensation Plans

On September 11, 2006, our stockholders approved the Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan (the “2006 Plan”). Upon approval, the 2006 Plan became our only plan under which new stock-based compensation can be granted. At April 30, 2010, there were awards outstanding under the 2006 Plan, as well as previous equity plans adopted in 1998, 1994, 1993 and 1992.

The types of awards that may be granted under the 2006 plan include: cash-based awards, stock options, performance shares, performance units, restricted stock, restricted stock units, stock appreciation rights, whole share awards and performance-based awards. The Compensation Committee of the Board of Directors administers the 2006 Plan, including establishing the terms and conditions of awards. The 2006 Plan imposes various restrictions on awards, including a maximum life of 10 years for stock options and stock appreciation rights and a minimum exercise price equal to the grant date stock price for stock options and stock appreciation rights.

The 1998 plan provided that the option price for:  (1) incentive stock options may not be less than the fair market value of the stock at the grant date and (2) nonqualified stock options shall be determined by the Compensation Committee of the Board of Directors. The 1994 plan prohibited option prices less than the fair market value of the stock at the grant date.

The 1993 plan provided for the award of restricted stock to mid-level managers and administrative personnel as incentive compensation to attain growth in the net income of the company, as well as to help attract and retain management personnel. Shares awarded are restricted until certain vesting requirements are met. Participants in the 1993 plan are entitled to receive cash dividends and to vote their respective shares, including those not yet vested. Restrictions generally limit the sale, pledge or transfer of the shares until they are vested.

The 1992 plan was adopted in connection with our supplemental executive retirement plan (“SERP”), which provides retirement benefits to certain key management employees. In the past, SERP participants could elect to have their awards allocated to their accounts in cash or, when permitted by the Compensation Committee, they could receive an equivalent value of nonqualified stock options. The 1992 plan provided that the option price could not be less than 50 percent of the fair market value of the stock at the date of grant. The last grant of stock options under the 1992 plan was in fiscal 2003. Since fiscal 2003, all SERP awards have been allocated to participants’ accounts in cash.

In 2006, we adopted a performance incentive plan (“PIP”) designed to align the compensation of executive officers and senior management with our financial and operational performance. The PIP provides for awards of cash, whole shares, restricted shares and stock options, generally vesting over three years. All stock-based awards

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Notes to Consolidated Financial Statements — (Continued)

made under the PIP prior to September 11, 2006, were awarded out of, and in accordance with, the 1998 plan. All PIP awards made after that date have been awarded out of, and in accordance with, the 2006 Plan.

In fiscal 2010, we amended the terms of the employment agreement with the chief executive officer (“CEO”). The amended agreement provides for a one-time Long-Term Performance-Based Incentive (the “LTPBI”). The purpose of the LTPBI is to increase stockholder value by establishing additional compensation incentives linked directly to our performance over the five-year period, which began in fiscal 2010 and goes through fiscal 2014. The CEO may earn performance shares based on our performance during this five-year period relative to goals set by the Compensation Committee for net income growth and total stockholder return. The number of shares ultimately earned by the CEO will be determined by the Compensation Committee at the end of the five-year period based on the terms of the LTPBI award agreement.

Effective April 29, 2006 (our fiscal 2007), we adopted the Compensation — Stock Compensation Topic of the FASB ASC, using the modified-prospective transition method. The Compensation — Stock Compensation Topic of the FASB ASC requires that we measure the cost of employee services received in exchange for an equity award, such as stock options or restricted stock awards, based on the fair value of the award on the grant date. The cost is recognized in the income statement over the vesting period of the award on a straight-line basis. Awards to retirement-eligible employees are subject to immediate expensing in full upon grant. Compensation cost recognized includes: (1) compensation cost for all stock-based awards granted prior to, but not yet fully vested as of April 28, 2006, based on the grant date fair value estimated in accordance with the original provisions of the Compensation — Stock Compensation Topic of the FASB ASC and (2) compensation cost for all stock-based awards granted after April 28, 2006, based on the grant date fair value estimated in accordance with the Compensation — Stock Compensation Topic of the FASB ASC. Total stock-based compensation cost in fiscal 2010, fiscal 2009 and fiscal 2008 was $7,530; $6,775; and $6,345, respectively. The related tax benefit recognized was $2,069; $2,116; and $2,029 in fiscal 2010, fiscal 2009 and fiscal 2008, respectively. Nearly all of the expense associated with stock-based compensation is reflected in S,G&A expense.

The fair value of each option awarded in fiscal 2010, fiscal 2009 and fiscal 2008 was estimated on the date of grant using the Black-Scholes option-pricing model. The expected term of options granted is based on the historical exercise behavior of full-term options, and the expected volatility is based on the historical volatility of our common stock. The risk-free rate is based on the U.S. Treasury zero-coupon yield curve in effect at the time of grant. Both expected volatility and the risk-free rate are based on a period commensurate with the expected option term. The expected dividend yield is based on the current dividend, the current market price of our common stock and historical dividend yields.

The following table presents the weighted-average per share fair value of options granted and the weighted-average assumptions used, based on a Black-Scholes option-pricing model:

	2010			2009			2008
Per share fair value of options	$	9.73		$	8.03		$	9.13
Expected dividend yield		2.10	%		2.00	%		1.70	%
Expected volatility		45.86	%		32.62	%		26.81	%
Risk-free interest rate		1.81	%		2.97	%		5.01	%
Expected term (in years)		3.4			3.5			3.9

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Bob Evans Farms, Inc. and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes option-related activity for fiscal 2010:

						Weighted-Average
	Shares					Remaining		Aggregate
	Subject to			Weighted-Average		Contractual		Intrinsic
Options	Options			Exercise Price		Term		Value
Outstanding, April 24, 2009		1,384,841		$	27.72
Granted		198,965			32.30
Exercised		(170,475	)		21.05
Forfeited or expired		(9,868	)		27.24
Outstanding, April 30, 2010		1,403,463		$	29.21		4.65	$	3,683
Vested and expected to vest, April 30, 2010		1,403,463		$	29.21		4.65	$	3,683
Exercisable, April 30, 2010		1,087,146		$	28.29		3.62	$	3,448

As of April 30, 2010, there was $1,010 of unrecognized compensation cost related to nonvested stock options. That cost is expected to be recognized over a weighted-average period of 1.67 years. The total intrinsic value of options exercised during fiscal 2010, fiscal 2009 and fiscal 2008 was $1,644; $785; and $3,512, respectively. Cash received from the exercise of options was $3,588; $1,755; and $6,988 for fiscal 2010, fiscal 2009 and fiscal 2008, respectively. The actual tax benefit realized for tax deductions from the exercise of options totaled $417; $208; and $954 for fiscal 2010, fiscal 2009 and fiscal 2008, respectively.

Cash flows resulting from the tax benefits of tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) are classified as financing cash flows. In fiscal 2010, fiscal 2009 and fiscal 2008, excess tax benefits of $375; $340; and $1,149, respectively, were classified as financing cash flows in the Consolidated Statements of Cash Flows.

In addition, to the shares subject to outstanding options, approximately 1,225,000 shares were available for grant under the 2006 Plan at April 30, 2010.

A summary of the status of our nonvested restricted shares as of April 30, 2010, and changes during fiscal 2010 is presented below:

				Weighted-Average
				Grant Date Fair
Restricted Stock Awards	Shares			Value
Nonvested, April 24, 2009		381,851		$	30.60
Granted		239,166			31.67
Vested		(231,371	)		29.85
Forfeited		(15,080	)		31.29
Nonvested, April 30, 2010		374,566		$	31.73

At April 30, 2010, there was $5,824 of unrecognized compensation cost related to nonvested restricted shares. This cost is expected to be recognized over a weighted-average period of 2.94 years. The total fair value of shares that vested during fiscal 2010, fiscal 2009 and fiscal 2008 was $7,004; $6,880; and $6,311, respectively.

Note E — Other Compensation Plans

We have a defined contribution plan (401(k)) that is available to substantially all employees who have at least 1,000 hours of service. We also have a nonqualified deferred compensation plan, the Bob Evans Executive Deferral Plan (“BEEDP”), which provides certain executives the opportunity to defer a portion of their current income to future years. Our annual matching contributions to the plans are at the discretion of our Board of Directors.

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Bob Evans Farms, Inc. and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Expenses related to matching contributions to these plans in fiscal 2010, fiscal 2009 and fiscal 2008 were $4,738; $5,089; and $4,910, respectively.

The SERP (see Note D) provides awards in the form of nonqualified deferred cash compensation. Our expense related to cash contributions to the SERP was $1,751; $285; and $745 in fiscal 2010, fiscal 2009 and fiscal 2008, respectively.

Note F — Commitments and Contingencies

We rent certain restaurant facilities under operating leases having initial terms that primarily expire approximately 20 years from inception. The leases typically contain renewal clauses of 5 to 30 years exercisable at our option. Certain of these leases require the payment of contingent rentals based on a percentage of gross revenues, as defined by the terms of the applicable lease agreement. Most of the leases also contain either fixed or inflation-adjusted escalation clauses. Future minimum rental payments on operating leases are as follows:

2011	$	24,163
2012		23,594
2013		23,080
2014		22,283
2015		21,135
Thereafter		193,891
Total	$	308,146

At April 30, 2010, we had contractual commitments of approximately $47,038 for purchases of inventory and land, restaurant construction and plant equipment additions.

We are self-insured for most casualty losses and employee health-care claims up to certain stop-loss limits per claim. We have accounted for liabilities for casualty losses, including both reported claims and incurred but not reported claims, based on information provided by independent actuaries. We have accounted for our employee health-care claims liability through a review of incurred and paid claims history.

We do not believe that our calculation of casualty losses and employee health-care claims liabilities would change materially under different conditions and/or different methods. However, due to the inherent volatility of actuarially determined casualty losses and employee health-care claims, it is reasonably possible that we could experience changes in estimated losses, which could be material to both quarterly and annual net income.

Like many restaurant companies and retail employers, SWH Corporation, which does business as Mimi’s Café, has been faced with allegations of purported class-wide wage and hour violations in California. The following is a brief description of the current California class action matters pending against SWH Corporation.

On October 28, 2008, a class action complaint entitled Leonard Flores, et al. v. SWH Corporation d/b/a Mimi’s Café was filed in Orange County California Superior Court. Mr. Flores was employed as an assistant manager of Mimi’s Café until September 2006 and purports to represent a class of assistant managers who are allegedly similarly situated. Mimi’s Café classified its assistant managers as exempt employees until October 2009. The case involves claims that current and former assistant managers working in California from October 2004 to October 2009 were misclassified by Mimi’s Café as exempt employees. As a result, the complaint alleges that these assistant managers were deprived of overtime pay, rest breaks and meal periods as required for nonexempt employees under California wage and hour laws. The complaint seeks injunctive relief, equitable relief, unpaid benefits, penalties, interest and attorneys’ fees and costs. Although we believe Mimi’s Café properly classified its assistant managers as exempt employees under California law, we elected to resolve the Flores lawsuit through voluntary mediation. The Orange County California Superior Court granted preliminary approval of a settlement in the amount of $1,030,000

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Bob Evans Farms, Inc. and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

in January 2010. We recently completed the administration of claims, and the Orange County California Superior Court granted final approval of the settlement on June 10, 2010.

On October 13, 2009, a class action complaint entitled Edder Diaz and Rosolyn Gray, et al. v. SWH Corporation d/b/a Mimi’s Café was filed in Alameda County California Superior Court. Mr. Diaz and Ms. Gray purport to represent a class of various nonexempt employees, including bartenders, hosts and servers, who are allegedly similarly situated. The case involves claims that current and former nonexempt employees working in these positions in California from October 2005 to the present (1) were not reimbursed for certain expenses incurred in connection with the discharge of their duties and (2) were denied rest breaks and meal periods as required for nonexempt employees under California wage and hour laws. The complaint seeks unspecified damages, penalties, interest and attorneys’ fees and costs. We believe Mimi’s Café has complied with the California wage and hour laws at issue in the Diaz lawsuit. We are evaluating the results of similar proceedings in California and are consulting with advisors with specialized expertise. An unfavorable verdict or a significant settlement could have a material adverse effect on our financial position, cash flows and results of operations.

We are from time-to-time involved in ordinary and routine litigation, typically involving claims from customers, employees and others related to operational issues common to the restaurant and food manufacturing industries. In addition to the class action lawsuits described above, we are involved with a number of pending legal proceedings incidental to our business. Management presently believes that the ultimate outcome of these proceedings, individually or in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations.

Note G — Goodwill and Other Intangible Assets

At the beginning of the fourth quarter, we complete our annual impairment test required under the provisions of the Intangibles — Goodwill and Other Topic of the FASB ASC. In addition, we are required to assess the carrying value of our goodwill and other intangible assets annually or whenever circumstances indicate that a decline in value may have occurred. Based on our stock valuation relative to our book value, a scaled-back development plan for Mimi’s and continued declining same-store sales at Mimi’s, we determined that indicators of potential impairment were present during the third quarter of fiscal 2009. As a result, during the third quarter of fiscal 2009, we performed interim impairment tests of goodwill and intangible assets.

The results of the fiscal 2009 impairment test indicated that the carrying value of Mimi’s goodwill was fully impaired. Therefore, we recorded a pretax goodwill impairment charge in the restaurant segment in the third quarter of fiscal 2009 of $56,162, which is included in “Goodwill and other intangibles impairment” in the Consolidated Statements of Income. The fair value of the Mimi’s reporting unit was estimated based on a discounted cash flow model using our business plans and projections for Mimi’s as the basis for expected future cash flows. We believe the assumptions used for the impairment test are consistent with those that a market participant would use. There were no goodwill impairment charges in fiscal 2010 or fiscal 2008.

Goodwill is summarized below:

	Restaurant			Food Products
	Segment			Segment		Total
April 25, 2008, carrying amount	$	56,162		$	1,567	$	57,729
Impairment in 2009		(56,162	)		0		(56,162	)
April 30, 2010, and April 24, 2009, carrying amount	$	0		$	1,567	$	1,567

Intangible assets consist of the Mimi’s restaurant concept that is amortized over a 15-year life and the Mimi’s business trade name that is not amortized. In the third quarter of fiscal 2009, we determined that the other intangible assets were potentially impaired based on the indicators discussed above. Based upon the impairment tests performed at that time, we determined that the business trade name had a fair value of $34,000, compared to a

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Bob Evans Farms, Inc. and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

carrying value of $45,800. This resulted in a pretax impairment charge of $11,800, which is included in “Goodwill and other intangibles impairment” in the Consolidated Statements of Income. The fair value of the business trade name was estimated using the relief-from-royalty method, an income approach to valuation. We also reviewed the restaurant concept for impairment. The estimated fair value of the restaurant concept, calculated using a relief-from-royalty method, exceeded its carrying value. Therefore, no impairment charge was recorded related to the Mimi’s restaurant concept. There were no restaurant concept or business trade name impairment charges in fiscal 2010 or fiscal 2008.

Intangible assets are summarized below:

	Restaurant			Business
	Concept			Trade Name		Total
April 30, 2010, gross carrying amount	$	12,300		$	34,000	$	46,300
Accumulated amortization		(4,783	)		0		(4,783	)
April 30, 2010, net carrying amount	$	7,517		$	34,000	$	41,517
April 24, 2009, gross carrying amount	$	12,300		$	34,000	$	46,300
Accumulated amortization		(3,963	)		0		(3,963	)
April 24, 2009, net carrying amount	$	8,337		$	34,000	$	42,337

The amortization expense related to these intangible assets was $820 in each fiscal 2010, fiscal 2009 and fiscal 2008. Amortization expense related to intangible assets for the next five years is expected to be $820 each year.

Note H — Quarterly Financial Data (Unaudited)

	First Quarter				Second Quarter				Third Quarter					Fourth Quarter
	2010		2009		2010		2009		2010		2009			2010		2009
Net sales	$	429,480	$	440,287	$	424,847	$	435,455	$	429,823	$	443,773		$	442,654	$	430,997
Gross profit (loss)		25,139		23,520		24,907		20,282		28,393		(46,434	)		27,975		30,999
Net income (loss)		16,115		13,809		15,482		11,339		17,967		(51,368	)		20,764		21,074
Earnings (loss) per share:
Basic	$	0.52	$	0.45	$	0.50	$	0.37	$	0.58	$	(1.67	)	$	0.68	$	0.69
Diluted		0.52		0.45		0.50		0.37		0.58		(1.67	)		0.68		0.69
Common stock sale prices:
High	$	32.51	$	34.70	$	29.53	$	33.19	$	29.94	$	22.00		$	33.61	$	25.97
Low		23.38		25.90		24.81		18.32		25.00		12.51			27.25		16.14
Cash dividends paid	$	0.16	$	0.14	$	0.16	$	0.16	$	0.18	$	0.16		$	0.18	$	0.16

•  Gross profit represents operating income.

•  The fourth quarter of fiscal 2010 is comprised of a 14-week period; all other fiscal quarters presented are comprised of a 13-week period.

•  Total quarterly earnings per share may not equal the annual amount because earnings per share are calculated independently for each quarter.

•  Stock prices are high and low sale prices for our common stock as reported on the NASDAQ Stock Market (trading symbol — BOBE), which is the principal market for our common stock.

•  The number of registered stockholders of our common stock at June 25, 2010, was 22,659.

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Bob Evans Farms, Inc. and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Note I — Industry Segments

Our operations include restaurant operations and the processing and sale of food products. The revenues from these segments include both net sales to unaffiliated customers and intersegment net sales, which are accounted for on a basis consistent with net sales to unaffiliated customers. Intersegment net sales and other intersegment transactions have been eliminated in the consolidated financial statements.

Operating income represents earnings before interest and income taxes. Identifiable assets by segment are those assets that are used in our operations in each segment. General corporate assets consist of cash equivalents, long-term investments and deferred income tax assets.

Information on our industry segments is summarized as follows:

	2010			2009			2008
Net sales
Restaurant operations	$	1,411,092		$	1,439,090		$	1,445,034
Food products		351,891			349,273			331,060
		1,762,983			1,788,363			1,776,094
Intersegment net sales of food products		(36,179	)		(37,851	)		(39,068	)
Total	$	1,726,804		$	1,750,512		$	1,737,026
Operating Income
Restaurant operations	$	85,144		$	12,796		$	78,686
Food products		21,270			15,571			28,554
Total	$	106,414		$	28,367		$	107,240
Depreciation and Amortization Expense
Restaurant operations	$	74,436		$	73,877		$	69,195
Food products		9,552			8,057			7,936
Total	$	83,988		$	81,934		$	77,131
Capital Expenditures
Restaurant operations	$	33,355		$	75,784		$	103,078
Food products		17,911			20,201			17,877
Total	$	51,266		$	95,985		$	120,955
Identifiable Assets
Restaurant operations	$	958,311		$	1,020,298		$	1,088,641
Food products		116,639			116,729			102,868
		1,074,950			1,137,027			1,191,509
General corporate assets		34,207			27,148			30,398
Total	$	1,109,157		$	1,164,175		$	1,221,907

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Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chairman of the Board and Chief Executive Officer (principal executive officer) and Chief Financial Officer, Treasurer and Secretary (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, our Chairman of the Board and Chief Executive Officer and Chief Financial Officer, Treasurer and Secretary have concluded that:

•  information required to be disclosed by us in this Annual Report on Form 10-K and the other reports that we file or submit under the Exchange Act would be accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure;

•  information required to be disclosed by us in this Annual Report on Form 10-K and the other reports that we file or submit under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms; and

•  our disclosure controls and procedures are effective as of the end of the period covered by this Annual Report on Form 10-K to ensure that material information relating to us and our consolidated subsidiaries is made known to them, particularly during the period for which our periodic reports, including this Annual Report on Form 10-K, are being prepared.

Management’s Annual Report on Internal Control Over Financial Reporting

Management’s Report on Internal Control Over Financial Reporting is set forth in Item 8 of this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

The Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting is set forth in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fiscal quarter ended April 30, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.   Other Information

None.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

The information contained in our definitive proxy statement relating to the annual meeting of stockholders to be held on September 13, 2010 (the “2010 Proxy Statement”), under “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE,” “PROPOSAL 1: ELECTION OF DIRECTORS,” and “CORPORATE GOVERNANCE” under the subcaption “Directors Serving on Boards of Other Public Companies” is incorporated herein by reference.

The information regarding our executive officers required by Item 401 of Regulation S-K is included in Part I of this Form 10-K under the caption “Supplemental Item — Executive Officers of Bob Evans Farms, Inc.”

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Information concerning our Audit Committee and the determination by our Board of Directors that at least one member of the Audit Committee qualifies as an “audit committee financial expert” is incorporated herein by reference to the information contained in our 2010 Proxy Statement under “CORPORATE GOVERNANCE” under the subcaptions “Board Committees and Charters” and “Board Committees and Charters — Audit Committee.”

Information regarding the procedures by which our stockholders may recommend nominees to our Board of Directors is incorporated by reference to the information contained in our 2010 Proxy Statement under “CORPORATE GOVERNANCE” under the subcaption “Board Committees and Charters — Nominating and Corporate Governance Committee.”

Our Board of Directors has adopted a Code of Conduct that applies to all directors, officers and employees, including our principal executive officer, principal financial officer and controller. The Code of Conduct is available at www.bobevans.com in the “Investors” section under “Corporate Governance.” To receive a copy of the Code of Conduct at no cost, contact our Human Resources Department at (877) 789-2623 or (800) 272-7675. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, certain provisions of the Code of Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our Web site.

Set forth below is a list of our directors, and their principal occupations, as of June 25, 2010:

Name	Principal Occupation
Larry C. Corbin	Retired Interim Chief Executive Officer and President of Bob Evans Farms, Inc.
Steven A. Davis	Chairman of the Board and Chief Executive Officer of Bob Evans Farms, Inc.
Michael J. Gasser	Chairman of the Board, Chief Executive Officer and President of Greif, Inc., a manufacturer of shipping containers and containerboard, Delaware, Ohio
Dr. E. Gordon Gee	President of The Ohio State University
E.W. (Bill) Ingram III	President and Chief Executive Officer of White Castle System, Inc., a quick-service hamburger chain, Columbus, Ohio
Cheryl L. Krueger	Chief Executive Officer of Krueger & Co., a strategic business consulting company, Columbus, Ohio
G. Robert Lucas II	Trustee of The Jeffrey Trusts, trusts for the descendants of Joseph A. Jeffrey, Columbus, Ohio
Eileen A. Mallesch	Retired; Senior Vice President, Chief Financial Officer: Nationwide Property & Casualty Insurance, Nationwide Insurance, Columbus, Ohio
Bryan G. Stockton	President — International of Mattel, Inc., an international toy company, El Segundo, California
Paul S. Williams	Partner, Major, Lindsey and Africa, a legal executive search firm, Chicago, Illinois

Item 11.   Executive Compensation

Information regarding the compensation of our Board of Directors is incorporated by reference to the information contained in our 2010 Proxy Statement under “CORPORATE GOVERNANCE” under the subcaption “Director Compensation for Fiscal 2010.”

Information regarding the compensation of our executive officers is incorporated by reference to the information contained in our 2010 Proxy Statement under “COMPENSATION DISCUSSION AND ANALYSIS,” “COMPENSATION COMMITTEE REPORT” and “EXECUTIVE COMPENSATION” (including the information appearing under the subcaptions “Summary Compensation Table for Fiscal 2010, 2009 and 2008,” “All Other Compensation Table for Fiscal 2010,” “Grants of Plan-Based Awards in Fiscal 2010,” “Outstanding Equity Awards at 2010 Fiscal Year-End,” “Option Exercises and Stock Vested in Fiscal 2010,” “Nonqualified Deferred Compensation,” “Nonqualified Deferred Compensation Table for Fiscal 2010,” “Change in Control Arrangements,” “Employment Agreement — Steven Davis” and “Potential Payouts upon Termination or Change-in-Control”).

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Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Stock Ownership of Certain Beneficial Owners and Management

The information required by Item 403 of Regulation S-K regarding the security ownership of certain beneficial owners and management is incorporated herein by reference to the information contained in the 2010 Proxy Statement under “STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.”

Equity Compensation Plan Information

In September 2006, our stockholders approved the Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan (as amended, the “2006 Plan”). Currently, the 2006 Plan is the only plan under which we may issue equity securities to our directors, officers and employees. As of April 30, 2010, a number of awards were outstanding under the 2006 Plan and our previous equity plans, including:

•  the Bob Evans Farms, Inc. Second Amended and Restated 1992 Nonqualified Stock Option Plan (the “1992 Stock Option Plan”);

•  the Bob Evans Farms, Inc. First Amended and Restated 1993 Long Term Incentive Plan for Managers (the “1993 LTIP”);

•  the Bob Evans Farms, Inc. First Amended and Restated 1994 Long Term Incentive Plan (the “1994 LTIP”); and

•  the Bob Evans Farms, Inc. Second Amended and Restated 1998 Stock Option and Incentive Plan (the “1998 Stock Option Plan”).

Our stockholders approved all of our previous equity plans. These plans were terminated as to new awards when our stockholders adopted the 2006 Plan. Any shares that were available for issuance under our previous equity plans at the time they were terminated became available for issuance under the 2006 Plan.

The following table shows, as of April 30, 2010, the number of shares of common stock issuable upon exercise of outstanding options, the weighted-average exercise price of those options and the number of shares of common stock remaining for future issuance under the 2006 Plan, excluding shares issuable upon exercise of outstanding options.

	(a)			(b)		(c)
						Number of Securities
	Number of					Remaining Available for
	Securities to be			Weighted-Average		Future Issuance Under
	Issued Upon			Exercise Price of		Equity Compensation
	Exercise of			Outstanding		Plans (Excluding
	Options, Warrants			Options, Warrants		Securities
Plan category	and Rights			and Rights		Reflected in Column (a))
Equity compensation plans approved by security holders		1,403,463	(1)	$	29.21		1,225,157	(2)
Equity compensation plans not approved by security holders		N/A			N/A		N/A
Total		1,403,463		$	29.21		1,225,157

(1) Includes:

• 26,406 common shares issuable upon exercise of options granted under the 1992 Stock Option Plan;

• 2,552 common shares issuable upon exercise of options granted under the 1994 LTIP;

• 935,106 common shares issuable upon exercise of options granted under the 1998 Stock Option Plan; and

• 439,399 common shares issuable upon exercise of options granted under the 2006 Plan.

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(2) Represents shares available for issuance under the 2006 Plan, including 1,114,76 shares that were made available for issuance under the 2006 Plan when the 1992 Stock Option Plan, 1993 LTIP and 1998 Stock Option Plan were terminated, as well as shares that became available for issuance under the 2006 Plan when outstanding awards under the 1992 Stock Option Plan, 1993 LTIP and 1998 Stock Option Plan expired or were otherwise forfeited. Shares available for future issuance under the 2006 Plan may be granted in the form of incentive stock options, nonqualified stock options, performance shares, performance units, restricted stock, restricted stock units, stock appreciation rights or whole shares.

In addition, as of April 30, 2010, there were 374,566 shares of restricted stock outstanding, consisting of 89,736 shares granted under the 1993 LTIP, 0 shares granted under the 1998 Stock Option Plan and 284,830 shares granted under the 2006 Plan.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

The information contained in the 2010 Proxy Statement under the captions “TRANSACTIONS WITH RELATED PERSONS” and “CORPORATE GOVERNANCE” under the subcaption “Director Independence” is incorporated herein by reference.

Item 14.   Principal Accountant Fees and Services

The information contained in the 2010 Proxy Statement under “PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” under the subcaptions “Preapproval of Services Performed by the Independent Registered Public Accounting Firm” and “Fees of the Independent Registered Public Accounting Firm” is incorporated herein by reference.

PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

The following consolidated financial statements of Bob Evans Farms, Inc. and subsidiaries are filed as part of this Annual Report on Form 10-K under Item 8 hereof:

•  Management’s Report on Internal Control Over Financial Reporting

•  Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

•  Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

•  Consolidated Balance Sheets at April 30, 2010 and April 24, 2009

•  Consolidated Statements of Income for the fiscal years ended April 30, 2010, April 24, 2009 and April 25, 2008

•  Consolidated Statements of Stockholders’ Equity for the fiscal years ended April 30, 2010, April 24, 2009 and April 25, 2008

•  Consolidated Statements of Cash Flows for the fiscal years ended April 30, 2010, April 24, 2009 and April 25, 2008

•  Notes to Consolidated Financial Statements

75

(a)(2) Financial Statement Schedules

Financial statement schedules have been omitted because they are not required or are not applicable or because the information required to be set forth therein either is not material or is included in the financial statements or notes thereto.

(a)(3) Exhibits

The accompanying Index to Exhibits is filed as part of this Annual Report on Form 10-K. Management contracts or compensatory plans or arrangements required to be filed as exhibits to this Annual Report on Form 10-K are denoted by asterisk in the Index to Exhibits.

(b) Exhibits

The accompanying Index to Exhibits is filed as part of this Annual Report on Form 10-K.

(c) Financial Statement Schedules

Not applicable.

76

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, Bob Evans Farms, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BOB EVANS FARMS, INC.

June 28, 2010   By: /s/  Tod P. Spornhauer
Tod P. Spornhauer
Chief Financial Officer, Treasurer
and Assistant Secretary (principal financial
officer and principal accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Steven A. Davis Steven A. Davis	Chairman of the Board and Chief Executive Officer (principal executive officer)	June 28, 2010
* Larry C. Corbin	Director	June 28, 2010
* Michael J. Gasser	Director	June 28, 2010
* Dr. E. Gordon Gee	Director	June 28, 2010
* E.W. (Bill) Ingram III	Director	June 28, 2010
* Cheryl L. Krueger	Director	June 28, 2010
* G. Robert Lucas II	Director	June 28, 2010
* Eileen A. Mallesch	Director	June 28, 2010
* Bryan G. Stockton	Director	June 28, 2010
* Paul S. Williams	Director	June 28, 2010

* By Mary L. Garceau pursuant to Powers of Attorney executed by the directors and executive officers listed above, which Powers of Attorney have been filed with the Securities and Exchange Commission.

/s/  Mary L. Garceau

Mary L. Garceau

Vice President, General Counsel and

Corporate Secretary

77

BOB EVANS FARMS, INC.
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED APRIL 30, 2010

INDEX TO EXHIBITS

Exhibit
Number			Description	Location
	3	.1	Restated Certificate of Incorporation of company reflecting amendments through Aug. 10, 1993. [This document represents the Company’s Certificate of Incorporation in restated format incorporating all amendments. This compiled document has not been filed with the Delaware Secretary of State.]	Filed herewith
	3	.2	Amended and Restated By-Laws of Bob Evans Farms, Inc. (As amended November 19, 2008)	Incorporated herein by reference to Exhibit 3.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed November 24, 2008 (File No. 0-1667)
	4	.1	Note Purchase Agreement, dated as of July 28, 2004, by and among Bob Evans Farms, Inc., BEF Holding Co., Inc. and the purchasers of the notes set forth on the signature pages thereto	Incorporated herein by reference to Exhibit 4(a) to Bob Evans Farms, Inc.’s Current Report on Form 8-K dated July 29, 2004 (File No. 0-1667)
	4	.2	Subsidiary Guaranty, dated as of July 28, 2004, by Mimi’s Cafe, LLC	Incorporated herein by reference to Exhibit 4(b) to Bob Evans Farms, Inc.’s Current Report on Form 8-K dated July 29, 2004 (File No. 0-1667)
	4	.3	First Amendment, dated as of January 15, 2005, to Note Purchase Agreement, dated as of July 28, 2004, by and between Bob Evans Farms, Inc. and the purchasers named therein	Incorporated herein by reference to Exhibit 4.3 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for its fiscal year ended April 24, 2009 (File No. 0-1667)
	4	.4	Second Amendment, dated as of February 24, 2009, to Note Purchase Agreement, dated as of July 28, 2004, by and between Bob Evans Farms, Inc. and the purchasers named therein	Incorporated herein by reference to Exhibit 4.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed March 2, 2009 (File No. 0-1667)
	4	.5	Note Purchase Agreement, dated July 28, 2008, by and among Bob Evans Farms, Inc., BEF Holding Co., Inc. and the Purchases named therein	Incorporated herein by reference to Exhibit 4.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed July 31, 2008 (File No. 0-1667)
	4	.6	Subsidiary Guaranty, dated as of July 28, 2008, by Mimi’s Café, LLC	Incorporated herein by reference to Exhibit 4.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed July 31, 2008 (File No. 0-1667)
	4	.7	First Amendment, dated as of February 24, 2009, to Note Purchase Agreement, dated as of July 28, 2008, by and between Bob Evans Farms, Inc. and the Purchasers named therein	Incorporated herein by reference to Exhibit 4.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed March 2, 2009 (File No. 0-1667)
	10	.1	$45.0 Million Line of Credit Note from Bob Evans Farms, Inc. to JPMorgan Chase Bank, N.A. dated as of December 1, 2009	Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed December 4, 2009 (File No. 0-1667)
	10	.2	Continuing Guaranty of Bob Evans Farms, Inc. to JPMorgan Chase Bank, N.A. dated as of September 30, 2008	Incorporated herein by reference to Exhibit 10.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed October 6, 2008 (File No. 0-1667)
	10	.3	Reaffirmation to Guaranty of Bob Evans Farms, Inc. to JPMorgan Chase Bank, N.A. dated as of December 1, 2009	Filed herewith
	10	.4	Continuing Guaranty of Mimi’s Café, LLC to JPMorgan Chase Bank, N.A. dated as of September 30, 2008	Incorporated herein by reference to Exhibit 10.3 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed October 6, 2008 (File No. 0-1667)

Exhibit
Number			Description	Location
	10	.5	Reaffirmation to Guaranty of Mimi’s Café, LLC to JPMorgan Chase Bank, N.A. dated as of December 1, 2009	Filed herewith
	10	.6	$75.0 Million Line of Credit Note from Bob Evans Farms, Inc. to PNC Bank, National Association dated as of April 20, 2010	Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed April 22, 2010 (File No. 0-1667)
	10	.7	Parent Guaranty from Bob Evans Farms, Inc. to PNC Bank, National Association dated as of April 20, 2010	Incorporated herein by reference to Exhibit 10.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed April 22, 2010 (File No. 0-1667)
	10	.8	Guaranty from Mimi’s Café, LLC to PNC Bank, National Association dated as of April 20, 2010	Incorporated herein by reference to Exhibit 10.3 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed April 22, 2010 (File No. 0-1667)
Amended and Restated Employment Agreement
	*10	.9	Amended and Restated Employment Agreement, dated June 18, 2009, by and between Bob Evans Farms, Inc. and Steven A. Davis	Incorporated herein by reference to Exhibit 10.3 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for its fiscal year ended April 24, 2009 (File No. 0-1667)
	*10	.10	Form of Bob Evans Farms, Inc. CEO Long-Term Performance-Based Incentive Award Program Performance Share Award Agreement	Incorporated herein by reference to Exhibit 10.5 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for its fiscal year ended April 24, 2009 (File No. 0-1667)
Change in Control Agreement
	*10	.11	Form of Amended and Restated Change in Control Agreement between Bob Evans Farms, Inc. and certain of its executive officers	Incorporated herein by reference to Exhibit 10.6 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed December 31, 2008 (File No. 0-1667)
	*10	.12	Amended and Restated Change in Control Agreement between Bob Evans Farms, Inc. and Steven A. Davis, dated December 24, 2008	Incorporated herein by reference to Exhibit 10.7 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed December 31, 2008 (File No. 0-1667)
1992 Nonqualified Stock Option Plan
	*10	.13	Bob Evans Farms, Inc. 1992 Nonqualified Stock Option Plan (effective for options granted prior to May 1, 2002)	Incorporated herein by reference to Exhibit 10(j) to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for its fiscal year ended April 24, 1992 (File No. 0-1667)
	*10	.14	Bob Evans Farms, Inc. First Amended and Restated 1992 Nonqualified Stock Option Plan (effective for options granted after May 1, 2002)	Incorporated herein by reference to Exhibit 10(o) to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for its fiscal year ended April 26, 2002 (File No. 0-1667)
	*10	.15	Bob Evans Farms, Inc. Second Amended and Restated 1992 Nonqualified Stock Option Plan (effective as of November 14, 2007)	Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for its fiscal quarter ended October 26, 2007 (File No. 0-1667)
	*10	.16	First Amendment to the Bob Evans Farms, Inc. Second Amended and Restated 1992 Nonqualified Stock Option Plan effective November 18, 2008	Incorporated herein by reference to Exhibit 10.11 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 4, 2009 (File No. 0-1667)
1994 Long Term Incentive Plan
	*10	.17	Bob Evans Farms, Inc. 1994 Long Term Incentive Plan (effective for options and other awards granted prior to May 1, 2002)	Incorporated herein by reference to Exhibit 10(n) to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for its fiscal year ended April 29, 1994 (File No. 0-1667)

Exhibit
Number			Description	Location
	*10	.18	Bob Evans Farms, Inc. First Amended and Restated 1994 Long Term Incentive Plan (effective for options and other awards granted after May 1, 2002)	Incorporated herein by reference to Exhibit 10(q) to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for its fiscal year ended April 26, 2002 (File No. 0-1667)
1998 Stock Option and Incentive Plan
	*10	.19	Bob Evans Farms, Inc. 1998 Stock Option and Incentive Plan (effective for options and other awards granted prior to May 1, 2002)	Incorporated herein by reference to Exhibit 4(f) to Bob Evans Farms, Inc.’s Registration Statement on Form S-8 filed March 22, 1999 (Registration No. 333-74829)
	*10	.20	Bob Evans Farms, Inc. First Amended and Restated 1998 Stock Option and Incentive Plan (effective for options and other awards granted after May 1, 2002)	Incorporated herein by reference to Exhibit 10(s) to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for its fiscal year ended April 26, 2002 (File No. 0-1667)
	*10	.21	Bob Evans Farms, Inc. Second Amended and Restated 1998 Stock Option and Incentive Plan (effective as of January 1, 2008)	Incorporated herein by reference to Exhibit 10.6 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for its fiscal quarter ended October 26, 2007 (File No. 0-1667)
	*10	.22	First Amendment to the Bob Evans Farms, Inc. Second Amended and Restated 1998 Stock Option and Incentive Plan effective November 18, 2008	Incorporated herein by reference to Exhibit 10.12 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2009 (File No. 0-1667)
	*10	.23	Form of Incentive Stock Option Notice and Agreement for the Bob Evans Farms, Inc. First Amended and Restated 1998 Stock Option and Incentive Plan	Filed herewith
	*10	.24	Form of Nonqualified Stock Option Notice and Agreement for the Bob Evans Farms, Inc. First Amended and Restated 1998 Stock Option and Incentive Plan	Filed herewith
	*10	.25	Form of Restricted Stock Award Notice and Agreement for the Bob Evans Farms, Inc. First Amended and Restated 1998 Stock Option and Incentive Plan	Filed herewith
	*10	.26	Nonqualified Stock Option Notice and Agreement — First Amended and Restated 1998 Stock Option and Incentive Plan (for awards on or after June 13, 2006)	Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 19, 2006 (File No. 0-1667)
	*10	.27	Incentive Stock Option Notice and Agreement — First Amended and Restated 1998 Stock Option and Incentive Plan (for awards on or after June 13, 2006)	Incorporated herein by reference to Exhibit 10.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 19, 2006 (File No. 0-1667)
	*10	.28	Restricted Stock Award Notice and Agreement (Director) — First Amended and Restated 1998 Stock Option and Incentive Plan (for awards on or after June 13, 2006)	Incorporated herein by reference to Exhibit 10.3 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 19, 2006 (File No. 0-1667)
	*10	.29	Restricted Stock Award Notice and Agreement (Employee) — First Amended and Restated 1998 Stock Option and Incentive Plan (for awards on or after June 13, 2006)	Incorporated herein by reference to Exhibit 10.4 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 19, 2006 (File No. 0-1667)
Executive Deferral Program
	*10	.30	Bob Evans Farms, Inc. and Affiliates Fourth Amended and Restated Executive Deferral Program	Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 2, 2010 (File No. 0-1667)

Exhibit
Number			Description	Location
1998 Amended and Restated Supplemental Executive Retirement Plan
	*10	.31	Bob Evans Farms, Inc. 1998 Amended and Restated Supplemental Executive Retirement Plan (effective as of May 1, 1998)	Filed herewith
	*10	.32	Bob Evans Farms, Inc. and Affiliates 2002 Second Amended and Restated Supplemental Executive Retirement Plan (effective as of May 1, 2002)	Filed herewith
	*10	.33	First Amendment to Bob Evans Farms, Inc. and Affiliates 2002 Second Amended and Restated Supplemental Executive Retirement Plan	Incorporated herein by reference to Exhibit 10 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for its fiscal quarter ended January 26, 2007 (File No. 0-1667)
	*10	.34	Amendment to Bob Evans Farms, Inc. and Affiliates 2002 Second Amended and Restated Supplemental Executive Retirement Plan (effective as of January 1, 2006)	Incorporated herein by reference to Exhibit 10.4 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for its fiscal quarter ended October 26, 2007 (File No. 0-1667)
	*10	.35	Bob Evans Farms, Inc. and Affiliates Third Amended and Restated Supplemental Executive Retirement Plan (effective as of January 1, 2008)	Incorporated herein by reference to Exhibit 10.5 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for its fiscal quarter ended October 26, 2007 (File No. 0-1667)
2002 Incentive Growth Plan
	*10	.36	Bob Evans Farms, Inc. 2002 Incentive Growth Plan (effective Sept. 9, 2002)	Filed herewith
	*10	.37	Bob Evans Farms, Inc. Compensation Program for Directors (Revised August 10, 2007)	Incorporated herein by reference to Exhibit 10 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed August 13, 2007 (File No. 0-1667)
	*10	.38	Cash Award Notice and Agreement — Performance Incentive Plan (for awards on or after June 13, 2006)	Incorporated herein by reference to Exhibit 10.5 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 19, 2006 (File No. 0-1667)
	*10	.39	Restricted Stock Award Notice and Agreement — First Amended and Restated 1993 Long Term Incentive Plan for Managers (for awards on or after June 13, 2006)	Incorporated herein by reference to Exhibit 10.6 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 19, 2006 (File No. 0-1667)
	*10	.40	Bob Evans Farms, Inc. Performance Incentive Plan Notice of Eligibility and Participation Agreement (for Tier 1 participants who are not eligible to retire)	Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 15, 2007 (File No. 0-1667)
	*10	.41	Bob Evans Farms, Inc. Performance Incentive Plan Notice of Eligibility and Participation Agreement (for Tier 1 participants who are eligible to retire)	Incorporated herein by reference to Exhibit 10.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 15, 2007 (File No. 0-1667)
	*10	.42	Bob Evans Farms, Inc. Performance Incentive Plan Notice of Eligibility and Participation Agreement (for Tier 2 participants who are not eligible to retire)	Incorporated herein by reference to Exhibit 10.3 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 15, 2007 (File No. 0-1667)
	*10	.43	Bob Evans Farms, Inc. Performance Incentive Plan Notice of Eligibility and Participation Agreement (for Tier 2 participants who are eligible to retire)	Incorporated herein by reference to Exhibit 10.4 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 15, 2007 (File No. 0-1667)
2006 Equity and Cash Incentive Plan
	*10	.44	Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan	Incorporated herein by reference to Exhibit 10 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed September 14, 2006 (File No. 0-1667)

Exhibit
Number			Description	Location
	*10	.45	Bob Evans Farms, Inc. Amended and Restated 2006 Equity and Cash Incentive Plan (effective as of January 1, 2008)	Incorporated herein by reference to Exhibit 10.7 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for its fiscal quarter ended October 26, 2007 (File No. 0-1667)
	*10	.46	First Amendment to the Bob Evans Farms, Inc. Amended and Restated 2006 Equity and Cash Incentive Plan effective November 18, 2008	Incorporated herein by reference to Exhibit 10.13 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2009 (File No. 0-1667)
	*10	.47	Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Incentive Stock Option Award Agreement (For Employees — Performance Incentive Plan Award)	Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed April 25, 2007 (File No. 0-1667)
	*10	.48	Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Nonqualified Stock Option Award Agreement (For Employees — Performance Incentive Plan Award)	Incorporated herein by reference to Exhibit 10.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed April 25, 2007 (File No. 0-1667)
	*10	.49	Form of Bob Evans Farms, Inc. 2006 Annual Bonus Award Agreement (For Employees)	Incorporated herein by reference to Exhibit 10.7 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed April 25, 2007 (File No. 0-1667)
	*10	.50	Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Restricted Stock Award Agreement (For Employees — Performance Incentive Plan Award)	Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed May 17, 2007 (File No. 0-1667)
	*10	.51	Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Restricted Stock Award Agreement (For Non-Employee Directors)	Incorporated herein by reference to Exhibit 10.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed May 17, 2007 (File No. 0-1667)
	*10	.52	Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Whole Share Award Agreement (For Employees — General)	Incorporated herein by reference to Exhibit 10.3 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed May 17, 2007 (File No. 0-1667)
	*10	.53	Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Whole Share Award Agreement (For Employees — Performance Incentive Plan Award)	Incorporated herein by reference to Exhibit 10.4 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed April 25, 2007 (File No. 0-1667)
	*10	.54	Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Whole Share Award Agreement (For Non-Employee Directors)	Incorporated herein by reference to Exhibit 10.5 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed May 17, 2007 (File No. 0-1667)
	*10	.55	Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Cash Based Award Agreement (For Employees — Performance Incentive Plan Award)	Incorporated herein by reference to Exhibit 10.5 to Bob Evans Farms, Inc.’s Current Report on Form 8-K/A dated June 15, 2007 (File No. 0-1667)
	*10	.56	Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan CEO Long-Term Performance-Based Incentive Award Program (Terms and Conditions for the Five-Year Performance Period from Fiscal Year 2010 through Fiscal Year 2014)	Incorporated herein by reference to Exhibit 10.4 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for its fiscal year ended April 24, 2009 (File No. 0-1667)
Director Medical Reimbursement Program
	*10	.57	Bob Evans Farms, Inc. Director Medical Reimbursement Program effective as of January 1, 2008	Incorporated herein by reference to Exhibit 10.15 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2009 (File No. 0-1667)

Exhibit
Number			Description	Location
Executive Compensation Recoupment Policy
	*10	.58	Bob Evans Farms, Inc. Executive Compensation Recoupment Policy Adopted February 17, 2009	Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K dated June 12, 2009 (File No. 0-1667)
	*10	.59	Form of Executive Recoupment Policy Acknowledgement and Agreement	Incorporated herein by reference to Exhibit 10.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K dated June 12, 2009 (File No. 0-1667)
2010 Director Deferral Program
	*10	.60	Bob Evans Farms, Inc. 2010 Director Deferral Program effective May 26, 2010	Incorporated herein by reference to Exhibit 10.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 2, 2010 (File No. 0-1667)
	21		Subsidiaries of Bob Evans Farms, Inc.	Filed herewith
	23		Consent of Independent Registered Public Accounting Firm	Filed herewith
	24		Powers of Attorney of Directors and Executive Officers	Filed herewith
	31	.1	Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)	Filed herewith
	31	.2	Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer)	Filed herewith
	32	.1	Section 1350 Certification (Principal Executive Officer)	Filed herewith
	32	.2	Section 1350 Certification (Principal Financial Officer)	Filed herewith

* Denotes management contract or compensatory plan or agreement.

EX-3.1

EXHIBIT 3.1

[This document represents the Company’s Certificate of Incorporation
in restated format incorporating all amendments. This compiled document
has not been filed with the Delaware Secretary of State.]

RESTATED CERTIFICATE OF INCORPORATION
OF REGISTRANT
RESTATED CERTIFICATE OF INCORPORATION
OF
BOB EVANS FARMS, INC.
_________________________________________

FIRST: The name of the Corporation is Bob Evans Farms, Inc.

SECOND: The address of its registered office in the State of Delaware is No. 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is One Hundred Million (100,000,000), all of which shares shall be Common Stock of One Cent ($.01) par value.

The number of authorized shares may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote.

FIFTH: The name and mailing address of the sole incorporator [in 1985] is as follows:

NAME	MAILING ADDRESS
G. Robert Lucas II	41 South High Street
	Columbus, Ohio 43215

The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation. The names and address of the persons who shall serve as directors of the Corporation until the first annual meeting of stockholders in 1986, or until their successors are elected and qualified, shall be as follows:

1

Daniel E. Evans, Robert L. Evans, Robert S. Wood, C. H. McKenzie, J. Tim Evans, Lawrence E. Carroll, Larry C. Corbin, Keith P. Bradbury and Daniel A. Fronk, all of 3776 South High Street, Columbus, Ohio 43207.

SIXTH: The Corporation is to have perpetual existence.

SEVENTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

To make, alter or repeal the By-Laws of the Corporation.

EIGHTH: Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

TENTH: The provisions of this Article Tenth shall be applicable with respect to all Business Combinations.

(A) Except as otherwise expressly provided in paragraph (B) of this Article Tenth, each Business Combination shall require an affirmative Special Shareholder Vote. Such affirmative vote shall be in addition to any other affirmative vote required by law or this Certificate of Incorporation or the By-Laws of the Corporation, and shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.

(B) The provisions of paragraph (A) of this Article Tenth shall not be applicable to any particular Business Combination and such Business Combination shall require only such affirmative vote, if any, as is required by law and any other provision of this Certificate of Incorporation or the By-Laws of the Corporation, or any agreement with any national securities exchange or otherwise, if all of the conditions specified in either of the following paragraphs (B)(1) or (B)(2) shall have been satisfied with respect to any such Business Combination.

     (1) (a) The terms of such Business Combination shall provide for Fair Consideration to Shareholders; and

          (b) A Proxy Statement describing the proposed Business Combination shall be mailed to all holders of Voting Stock at least 30 days prior to the consummation of such Business Combination, regardless of whether or not such Proxy Statement is required to be

2

furnished to shareholders of the Corporation pursuant to the Exchange Act. The Proxy Statement shall set out, in a prominent place, any expression as to the advisability or inadvisability of such Business Combination that the Unrelated Directors, or any of them, may choose to make and, if deemed advisable by a majority of the Unrelated Directors, the opinion of an investment banking firm selected by a majority of the Unrelated Directors, at a meeting at which an Unrelated Director Quorum is present, as to the fairness or lack of fairness of the terms of such Business Combination, from the financial point of view of the holders of the outstanding shares of capital stock of the Corporation other than the Acquirer and its Affiliates or Associates. Such investment banking firm shall be paid a reasonable fee for its services by the Corporation.

     (2) A majority of the Unrelated Directors shall have approved such Business Combination and shall have determined, at a meeting at which an Unrelated Director Quorum is present, that the terms of the Business Combination are fair from the financial point of view of the holders of the outstanding shares of capital stock of the Corporation other than as to the Acquirer and its Affiliates and Associates. Such approval and determination may be made prior to or subsequent to the time that the Acquirer becomes an Acquirer.

(C) For the purposes of this Article Tenth, the following terms shall have the definitions specified in this paragraph (C).

     (1) The term “Acquirer” shall mean any person (other than the Corporation or any Subsidiary and other than any profit sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who:

          (a) Is the beneficial owner directly or indirectly, of twenty percent (20%) or more of the Voting Stock;

          (b) Is an Affiliate or Associate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of twenty percent (20%) or more of the Voting Stock; or

          (c) Is at such time an assignee of or has otherwise succeeded to the beneficial ownership of the shares of Voting Stock that were at any time within the two-year period immediately prior to such time beneficially owned by any Acquirer, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933 (except for any transactions governed by Rule 144 of the Securities Act of 1933).

          For the purposes of determining whether a person is an Acquirer pursuant to this paragraph (C)(1), the number of shares of Voting Stock deemed to be outstanding shall include shares deemed to be beneficially owned through application of paragraph (C)(4) but shall not include any other shares of Voting Stock that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

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     (2) The terms “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 (“Exchange Act”), as in effect at the date of the adoption of this Article Tenth (the term “registrant” in said Rule 12b-2 meaning the Corporation or the Acquirer, as the case may be).

     (3) The term “Announcement Date” shall have the meaning specified in paragraph (C)(10)(a)(i) of this Article Tenth.

     (4) A person shall be a “beneficial owner” and shall be deemed to have “beneficial ownership” of any Voting Stock:

          (a) Which such person or any of its Affiliates or Associates beneficially owns, directly or indirectly, within the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act;

          (b) Which such person or any of its Affiliates or Associates has, directly or indirectly, (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding; or

          (c) Which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.

     (5) The term “Business Combination” shall mean any one or more of the following transactions:

          (a) Any merger or consolidation of the Corporation or any Subsidiary with (i) any Acquirer or (ii) any other corporation (whether or not itself an Acquirer) which is or after such merger or consolidation would be an Affiliate or Associate of an Acquirer; or

          (b) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) with any Acquirer, or any Affiliate or Associate of any Acquirer, involving any assets or securities of the Corporation, any subsidiary of any Acquirer, or any Affiliate or Associate of any Acquirer, having an aggregate Fair Market Value of $10,000,000 or more; or

          (c) The adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed at any time after any person becomes and continues to be an Acquirer; or

          (d) Any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or otherwise involving an

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Acquirer) that has the effect, directly or indirectly, of increasing the proportionate share of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly beneficially owned by any Acquirer or any Affiliate or Associate of any Acquirer; or

          (e) Any agreement, contract or other arrangement providing for any one or more of the actions specified in clauses (a) to (d) of this paragraph (C)(5).

     (6) The term “Common Stock” shall mean those authorized and issued shares of capital stock of the Corporation referred to as common shares or Common Stock in Article Fourth of this Certificate of Incorporation.

     (7) The term “Unrelated Director” means any member of the Board of Directors, while such person is a member of the Board of Directors of the Corporation (the “Board”), who is neither an Affiliate nor an Associate of the Acquirer (except solely by reason of such Director being a member of the Board) and was a member of the Board prior to the time that the Acquirer became an Acquirer, and any successor of an Unrelated Director, while such successor is a member of the Board, who is neither an Affiliate nor an Associate of the Acquirer (except solely by reason of such Director being a member of the Board), and is recommended or elected to succeed an Unrelated Director by a majority of the then Unrelated Directors, provided that such recommendation or election shall only be effective for the purposes of this paragraph (C)(7) if made at a meeting at which an Unrelated Director Quorum is present.

     (8) The term “Unrelated Director Quorum” means at least sixty percent (60%) of the number of Unrelated Directors capable of exercising the powers conferred upon them under this Certificate of Incorporation or the By-Laws of the Corporation or by law, but, in any case, not less than three Unrelated Directors.

     (9) The term “Exchange Act” shall have the meaning specified in paragraph (C)(2) of this Article Tenth.

     (10) The term “Fair Consideration to Shareholders” shall, with respect to any particular Business Combination, mean that the terms of such Business Combination satisfy all of the following conditions of this paragraph (C)(10).

          (a) The aggregate amount of cash and the Fair Market Value of consideration other than cash to be received per share by holders of Common Stock as of the date of the consummation of the Business Combination in such Business Combination shall be at least equal to the highest amount determined under the following clauses (i), (ii) and (iii) of this paragraph (C)(10)(a):

               (i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees and as adjusted for any stock dividends, stock splits or equivalent reclassifications to that effect) paid by or on behalf of the Acquirer for any share of Common Stock in connection with the acquisition by the Acquirer of beneficial ownership of such share (x) within the two- year period immediately prior to the first public

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announcement of the proposal of the Business Combination (the “Announcement Date”) or (y) in the transaction in which it became an Acquirer, whichever is higher;

               (ii) the Fair Market Value per share of the Common Stock on the Announcement Date or on the date on which the Acquirer became an Acquirer (as adjusted for any stock dividend, stock split or equivalent reclassification to that effect), whichever is higher; and

               (iii) (if applicable) the price per share equal to the Fair Market Value per share of the Common Stock determined pursuant to clause (ii) of this paragraph (C)(10)(a) multiplied by the ratio of (x) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) as determined pursuant to clause (i) of this paragraph (C)(10)(a), to (y) the Fair Market Value per share of the Common Stock on the first day of the two-year period immediately prior to the Announcement Date on which the Acquirer acquired beneficial ownership of any share of Common Stock.

          (b) The consideration to be received by holders of outstanding Common Stock shall be in cash or in the same form as previously has been paid by or on behalf of the Acquirer in connection with its direct or indirect acquisition of beneficial ownership of shares of Common Stock. If the consideration so paid for shares of Common Stock varied as to form, the form of consideration for shares of Common Stock shall be either cash or the form used to acquire beneficial ownership of the highest number of shares of Common Stock previously acquired by the Acquirer.

     (11) The term “Fair Market Value” means (a) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available the Fair Market Value on the date in question of a share of such stock as determined by a majority of the Unrelated Directors; and (b) in the case of property other than cash or stock, the Fair Market Value of such property on the date in question as determined by a majority of the Unrelated Directors; provided that any such determination by the Unrelated Directors shall only be effective if made at a meeting at which an Unrelated Director Quorum is present.

     In the event of any Business Combination in which the Corporation survives, the phrase “consideration other than cash to be received” as used in conjunction with the term Fair Market Value in paragraph (C)(11) of this Article Tenth shall include the shares of Common Stock or the shares of any other class of Voting Stock retained by the holders of such shares.

     (12) The term “person” shall mean any individual, firm, corporation or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding,

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directly or indirectly, for the purpose of acquiring, holding, voting or disposing of beneficial ownership of Voting Stock of the Corporation.

     (13) The term “Proxy Statement” means a proxy or information statement complying with the requirements of the Exchange Act and the rules and regulations thereunder, or any subsequent provisions replacing such Act, rules or regulations.

     (14) The term “Special Shareholder Vote” shall mean (a) the affirmative vote of eighty percent (80%) of the votes entitled to be cast by all holders of Voting Stock, voting together as a class, and (b) the affirmative vote of sixty- seven percent (67%) of the votes entitled to be cast by all holders of Voting Stock other than the Acquirer and its Affiliates or Associates, voting together as a single class; provided, that, in the event that it is judicially determined that the requirement for the affirmative vote provided for in clause (b) of this paragraph (C)(14) is, for any reason, invalid under applicable law, then the term “Special Shareholder Vote” shall mean only the requirement for the affirmative vote provided for in clause (a) of this paragraph (C)(14). However, no Special Shareholder Vote will be effective for the purposes of this Article Tenth unless a Proxy Statement describing the Business Combination shall have been mailed to all holders of Voting Stock at least 30 days prior to the date fixed for the Special Shareholder Vote (regardless of whether or not such Proxy Statement is required to be furnished to the shareholders of the Corporation pursuant to the Exchange Act).

     (15) The term “Subsidiary” or “Subsidiaries” shall mean any corporation or corporations of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Acquirer set forth in paragraph (C)(1), the term “Subsidiary” or “Subsidiaries” shall mean only a corporation of which a majority of each class of equity security is owned directly or indirectly, by the Corporation.

     (16) The term “Voting Stock” shall mean all of the shares of capital stock of the Corporation authorized to be issued from time to time under this Certificate of Incorporation and outstanding as of any particular time, which are generally entitled to vote with respect to the election of directors.

(D) A majority of the Unrelated Directors acting at a meeting at which an Unrelated Director Quorum is present shall have the power and duty to determine for the purposes of this Article Tenth on the basis of information known to them after reasonable inquiry, (1) whether a person is an Acquirer, (2) the number of shares of Voting Stock beneficially owned by any person, (3) whether a person is an Affiliate or Associate of another, and (4) whether the assets that are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $10,000,000 or more. Any such determination made in good faith shall be binding and conclusive on all parties.

(E) Nothing contained in this Article Tenth shall be construed to relieve any Acquirer from any fiduciary obligation imposed by law.

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(F) The fact that any Business Combination complies with the provisions of paragraph B of this Article Tenth shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the shareholders of the Corporation, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board, or any member thereof, with respect to evaluation of or actions and responses taken with respect to such Business Combination.

ELEVENTH: No director or former director of this Company shall be personally liable to this Company or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the Delaware General Corporation Law, which deals with the paying of a dividend or the approving of a stock repurchase or redemption which is illegal under Delaware General Corporation Law, or (iv) for any transaction from which the director derives an improper personal benefit.

TWELFTH: Notwithstanding any other provisions of the Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, the Certificate of Incorporation or the By-Laws of the Corporation), any Director or the entire Board of Directors of the Corporation may be removed from office at any time, with or without cause, but only by the affirmative vote of the holders of at least eighty percent (80%) of all of the outstanding shares of capital stock of the Corporation entitled to vote on the election of directors at a meeting of stockholders called for that purpose, except that if the Board of Directors, by an affirmative vote of at least two-thirds (66 2/3%) of the entire Board of Directors, recommends removal of a Director to the stockholders, such removal may be effected by the affirmative vote of the holders of at least a majority of the outstanding shares of capital stock of the corporation entitled to vote on the election of directors at a meeting of stockholders for that purpose.

THIRTEENTH: Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of eighty percent (80%) or more of the votes entitled to be cast by all holders of Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, Articles Tenth, Eleventh or Twelfth, provided, that this Article shall not apply to, and such eighty percent (80%) vote shall not be required for, (A) as to Article Tenth, any amendment, repeal or adoption unanimously recommended by the Board of Directors of the Corporation if all of such directors are persons who would be eligible to serve as Unrelated Directors within the meaning of paragraph (C)(7) of Article Tenth, and (B) as to Articles Eleventh and Twelfth, any amendment, repeal or adoption unanimously recommended by the Board of Directors of the Corporation.

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EX-10.3

Exhibit 10.3

REAFFIRMATION OF GUARANTY

     Bob Evans Farms, Inc., a Delaware corporation (“Guarantor”), hereby: (i) consents to the execution of the Line of Credit Note in the principal amount of $45,000,000, dated December 1, 2009 (the “Note”), by Bob Evans Farms, Inc., an Ohio corporation, payable to the order of JPMorgan Chase Bank, N.A. (“Bank”); (ii) ratifies and reaffirms the Continuing Guaranty, dated September 30, 2008 (the “Guaranty”), made by Guarantor in favor of Bank, which includes the guaranty of amounts payable under the Note; (iii) acknowledges and agrees that Guarantor is not released from its obligations under the Guaranty by reason of the Note, (iv) represents and warrants that there are no defenses, offsets or counterclaims to the Guaranty; and (v) represents and warrants that there are no defaults by the Guarantor under the provisions of the Guaranty.

     This Reaffirmation of Guaranty shall not be construed, by implication or otherwise, as imposing any requirement that Bank notify or seek the consent of Guarantor relative to any past or future extension of credit, or modification, extension or other action with respect thereto, in order for any such extension of credit or modification, extension or other action with respect thereto to be subject to the Guaranty, it being expressly acknowledged and reaffirmed that Guarantor has under the Guaranty consented, among others things, to modifications, extensions and other actions with respect thereto without any notice thereof or further consent thereto.

BOB EVANS FARMS, INC., a Delaware corporation
By:	/s/ Tod P. Spornhauer
	Name:	Tod P. Spornhauer
	Title:	Chief Financial Officer

EX-10.5

Exhibit 10.5

REAFFIRMATION OF GUARANTY

     Mimi’s Cafe, LLC, a Delaware limited liability company (“Guarantor”), hereby: (i) consents to the execution of the Line of Credit Note in the principal amount of $45,000,000, dated December 1, 2009 (the “Note”), by Bob Evans Farms, Inc., an Ohio corporation, payable to the order of JPMorgan Chase Bank, N.A. (“Bank”); (ii) ratifies and reaffirms the Continuing Guaranty, dated September 30, 2008 (the “Guaranty”), made by Guarantor in favor of Bank, which includes the guaranty of amounts payable under the Note; (iii) acknowledges and agrees that Guarantor is not released from its obligations under the Guaranty by reason of the Note, (iv) represents and warrants that there are no defenses, offsets or counterclaims to the Guaranty; and (v) represents and warrants that there are no defaults by the Guarantor under the provisions of the Guaranty.

     This Reaffirmation of Guaranty shall not be construed, by implication or otherwise, as imposing any requirement that Bank notify or seek the consent of Guarantor relative to any past or future extension of credit, or modification, extension or other action with respect thereto, in order for any such extension of credit or modification, extension or other action with respect thereto to be subject to the Guaranty, it being expressly acknowledged and reaffirmed that Guarantor has under the Guaranty consented, among others things, to modifications, extensions and other actions with respect thereto without any notice thereof or further consent thereto.

Mimi’s Cafe, LLC, a Delaware limited liability company
By:	/s/ Tod P. Spornhauer
	Name:	Tod P. Spornhauer
	Title:	Manager, Assistant Treasurer and Assistant Secretary

EX-10.23

EXHIBIT 10.23

INCENTIVE STOCK OPTION NOTICE AND AGREEMENT
BOB EVANS FARMS, INC.

OPTIONEE:                     
OPTION NUMBER:                     
ID: 31-4421866
ADDRESS: 3776 SOUTH HIGH STREET COLUMBUS, OH 43207
PLAN: FIRST AMENDED AND RESTATED 1998 STOCK OPTION AND INCENTIVE PLAN
ID:                                           

EFFECTIVE                                           , YOU HAVE BEEN GRANTED AN INCENTIVE 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

THE TOTAL EXERCISE PRICE FOR THE SHARES SUBJECT TO THIS INCENTIVE STOCK OPTION IS $                     .

HIS INCENTIVE 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 INCENTIVE STOCK OPTION NOTICE AND AGREEMENT IS NOT A STOCK CERTIFICATE OR A NEGOTIABLE INSTRUMENT. THE STOCK OPTION REPRESENTED BY THIS INCENTIVE STOCK OPTION NOTICE AND AGREEMENT IS NON-TRANSFERABLE.

BY YOUR RECEIPT OF THIS INCENTIVE STOCK OPTION NOTICE AND AGREEMENT, YOU AND THE COMPANY AGREE THAT THIS INCENTIVE 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 INCENTIVE STOCK OPTION NOTICE AND AGREEMENT.

BOB EVANS FARMS, INC. FIRST AMENDED AND RESTATED 1998 STOCK OPTION AND INCENTIVE PLAN INCENTIVE STOCK OPTION NOTICE AND AGREEMENT BOB EVANS FARMS, INC. (THE “COMPANY”) IS PLEASED TO INFORM YOU THAT YOU HAVE BEEN GRANTED AN INCENTIVE 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 INCENTIVE 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 AT 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

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 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 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 any tax withholding) and to pay you any sale proceeds remaining after paying the Purchase Price and the broker’s fee.

TAX WITHHOLDING: In the event that the Company determines that any federal, state or local tax or withholding payment is required in connection with the exercise of this Option or sale of the Shares you acquire through this Option, 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 elect 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 or within 90 days after retirement, whichever is earlier. After 90 days, this Option will be converted into a non-qualified stock option and will expire on 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 Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). 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, when it becomes exercisable or when you buy Shares by exercising this Option. Also, if you comply with certain rules (discussed below), you will not have ordinary income when you sell the Shares you purchased through this Option. Instead, capital gains taxes will apply, but only when you sell the Shares you bought by exercising this Option. Also, these taxes will be applied only to the difference between the price you paid for the Shares (i.e., the Exercise Price) and the amount you receive when you sell the Shares. Because capital gains tax rates normally are lower than ordinary income tax rates, this should minimize your total tax liability. However, this favorable capital gains tax treatment is available only if you do not sell the Shares earlier than two years after the Grant Date and one year after you exercise this Option. You may incur a tax liability when you exercise this Option if you pay the Purchase Price by delivering already owned shares or using a broker assisted exercise.

If you do not comply with the rule just described, you must pay income tax, at ordinary income tax rates, on the difference between the Exercise Price and the fair market value of the Shares on the exercise date. Any additional gain (i.e., the difference between the fair market value of the Shares on the exercise date and the amount you receive when you sell the Shares) would be taxed at capital gains rates.

You also should know that this option is subject to an “alternative minimum tax,” which is a special tax rate imposed on tax preference items. Generally, the alternative minimum tax structure requires that you calculate your taxes, at a special rate, by including all items of tax preference, including the difference between the Exercise Price and the value of the Shares you purchase when you exercise this Option. This is done for the year in which you exercise this Option. Then, you compare the tax calculated under the alternative minimum tax rates with the tax you owe under the ordinary method of calculating your taxes for that year and pay the higher of the two tax amounts. You may avoid application of the “alternative minimum tax” by making a special election (known as a Code Section 83(b) election) within 30 days of the Grant Date. However, there are important tax and investment issues that you must consider beforemaking a Code Section 83(b) election that you should discuss with your personal tax adviser.

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.

EX-10.24

EXHIBIT 10.24

NONQUALIFIED STOCK OPTION NOTICE AND AGREEMENT
BOB EVANS FARMS, INC.

OPTIONEE:                                           
OPTION NUMBER:                      
ID: 31-4421866
ADDRESS: 3776 SOUTH HIGH STREET, COLUMBUS, OH 43207
PLAN: FIRST AMENDED AND RESTATED 1998 STOCK OPTION AND INCENTIVE
PLAN ID:                                           

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

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 Value 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.

EX-10.25

EXHIBIT 10.25

RESTRICTED STOCK AWARD NOTICE AND AGREEMENT

BOB EVANS FARMS, INC.	AWARD NUMBER:
ID: 31-4421866	PLAN: FIRST AMENDED AND RESTATED 1998 STOCK OPTION AND INCENTIVE PLAN
3776 SOUTH HIGH STREET
COLUMBUS, OH 43207
OPTIONEE:	ID:

EFFECTIVE                                           , YOU HAVE BEEN GRANTED A RESTRICTED STOCK AWARD CONSISTING OF                       SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF BOB EVANS FARMS, INC (THE “COMPANY”). YOU WILL NOT RECEIVE THE COMMON STOCK SUBJECT TO THIS RESTRICTED STOCK AWARD UNLESS AND UNTIL THE APPLICABLE VESTING CONDITIONS ARE SATISFIED. THESE VESTING CONDITIONS AND THE OTHER TERMS OF THIS RESTRICTED STOCK AWARD ARE EXPLAINED ON THE REVERSE SIDE OF THIS DOCUMENT.

BOB EVANS FARMS, INC.
BY:
	STEWART K. OWENS CHAIRMAN AND CHIEF EXECUTIVE OFFICER
	DATE:

THIS RESTRICTED STOCK AWARD NOTICE AND AGREEMENT IS NOT A STOCK CERTIFICATE OR A NEGOTIABLE INSTRUMENT. THE STOCK SUBJECT TO THIS RESTRICTED STOCK AWARD NOTICE AND AGREEMENT CANNOT BE TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE ENCUMBERED UNTIL ALL APPLICABLE VESTING CONDITIONS ARE SATISFIED.

BY YOUR RECEIPT OF THIS RESTRICTED STOCK AWARD NOTICE AND AGREEMENT, YOU AND THE COMPANY AGREE THAT THIS RESTRICTED STOCK AWARD IS GRANTED UNDER AND GOVERNED BY THE TERMS AND CONDITIONS OF THE BOB EVANS FARMS, INC. FIRST AMENDED AND RESTATED 1998 STOCK OPTION AND INCENTIVE PLAN, INCLUDING THE TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE OF THIS RESTRICTED STOCK AWARD NOTICE AND AGREEMENT.

SECTION 409A OF THE INTERNAL REVENUE CODE (“SECTION 409A”) IMPOSES SUBSTANTIAL PENALTIES ON PERSONS WHO RECEIVE SOME FORMS OF DEFERRED COMPENSATION. YOUR RESTRICTED STOCK AWARD HAS BEEN DESIGNED TO AVOID THESE PENALTIES. HOWEVER, BECAUSE THE INTERNAL REVENUE SERVICE HAS NOT YET ISSUED RULES FULLY DEFINING THE EFFECT OF SECTION 409A, IT MAY BE NECESSARY TO REVISE YOUR RESTRICTED STOCK AWARD NOTICE AND AGREEMENT IF YOU ARE TO AVOID THESE PENALTIES. BY ACCEPTING THIS RESTRICTED STOCK AWARD, YOU AGREE TO ACCEPT THOSE REVISIONS, WITHOUT ANY FURTHER CONSIDERATION, EVEN IF THOSE REVISIONS CHANGE THE TERMS OF YOUR RESTRICTED STOCK AWARD AND REDUCE ITS VALUE OR POTENTIAL VALUE.

Bob Evans Farms, Inc. (the “Company”) is pleased to inform you that you have been granted a “Restricted Stock Award.” Your Award has been awarded under the Bob Evans Farms, Inc. First Amended and Restated 1998 Stock Option and Incentive Plan (the “Plan”), which, together with this Restricted Stock Award Notice and Agreement (“Agreement”), sets forth the terms and conditions of this Award and is incorporated by reference into this Agreement. A prospectus describing the Plan in more detail has been delivered to you. Copies of the Plan and the prospectus are also available at our Compensation Department. The Plan and the prospectus contain important information and we urge you to review them carefully.

AWARD INFORMATION

Grantee:                      

Grant Date:                     

Number of Shares                                           

Restricted Stock Awarded:                                           

WHAT IS A RESTRICTED STOCK AWARD?

A Restricted Stock Award is a grant of shares of common stock, par value $0.01, of the Company (“Shares”), but your right to receive the Shares is subject to a risk of forfeiture and other restrictions that will lapse or “vest” upon the occurrence of certain events. We call the Shares subject to this Restricted Stock Award “Restricted Stock.” Until the vesting requirements are satisfied, your Restricted Stock will be credited to an account maintained for you by the Company. The Company will deliver unrestricted shares to you within 60 days after the last day of the month in which applicable vesting requirements are satisfied. You will not receive certificates for the Restricted Stock unless and until the vesting requirements are satisfied.

VESTING:

You will satisfy the vesting requirements for your Restricted Stock Award pursuant to the following schedule:

The Following Number of Shares of Restricted Stock Will Vest On:                                           

As soon as administratively feasible after each vesting date, you will be issued common shares equal in number to the number of shares of Restricted Stock then vesting.

You also will satisfy the vesting requirements if you retire (as defined in the Plan), die or become disabled (as defined in the Plan) before the dates shown in this table.

If your employment with the Company (and its subsidiaries) ends for any reason (other than retirement, death or disability) before the dates specified in the table above, you will forfeit the unvested portion of the Restricted Stock credited to your account.

EFFECT OF A CHANGE IN CONTROL OF THE COMPANY: This Award will vest immediately and become fully exercisable if, within 36 months after a change in control of the Company, the Plan is terminated and not replaced simultaneously with a similar program providing comparable benefits. A “change in control” is defined in the Plan.

RESTRICTIONS ON TRANSFER OF RESTRICTED STOCK: You may not pledge, transfer, assign, mortgage, sell or otherwise dispose or encumber any of the shares subject to this Restricted Stock Award until they are vested. Additionally, no interest in your Restricted Stock Award may be subject to seizure for the payment of debts, judgments, alimony, or be reached or transferred in the event you become bankrupt or insolvent until those shares vest. Once the vesting requirements are satisfied, the Company does not impose any restrictions on the resale of the Shares issued to you. However, certain restrictions may be imposed by the federal securities laws on the resale of the Shares you acquire under the Plan. See “Section 16 Officers and Affiliates” below.

RIGHTS AS A STOCKHOLDER: During the period in which your Restricted Stock has not vested, you will have all of the rights of a stockholder of the Company with respect to the Restricted Stock, including the right to vote the Restricted Stock and to receive cash dividends paid on the Restricted Stock (any dividends paid in Company stock will be held in the escrow account and distributed or forfeited when the shares upon which they were paid are distributed or forfeited). However, you will not be entitled to receive dividends or vote on matters with record dates prior to the Grant Date, or record dates on or after the date you forfeit your Restricted Stock Award.

TAX WITHHOLDING: The Company must withhold federal, state and local taxes in connection with the vesting of your Restricted Stock and the Company has the right to require these payments from you. Unless you pay the Company the amount of these taxes in cash within 90

days of the date your Restricted Stock Award vests, the Company will withhold a number of the Shares of Restricted Stock you would otherwise receive having a “Fair Market Value” equal to the amount of tax withholding liability. The “Fair Market Value” of the Company’s Shares, on any given date, is the last reported closing price of the Shares on the NASDAQ National Market System.

TAX CONSEQUENCES: This brief discussion of the federal tax rules that affect your Restricted Stock Award is provided as general information (not as personal tax advice) and is based on the Company’s understanding of federal tax laws and regulations in effect as of the date of this Restricted Stock Award.

YOU SHOULD CONSULT WITH A TAX OR FINANCIAL ADVISER TO ENSURE YOU FULLY UNDERSTAND THE TAX RAMIFICATIONS OF YOUR RESTRICTED STOCK AWARD.

You will not be required to pay ordinary income taxes on the value of this Restricted Stock Award when issued. However, you will be required to pay federal, state and local income, wage and employment taxes when the vesting requirements are met. The amount taxed is the full Fair Market Value of the Restricted Stock on the date the vesting requirements are satisfied. The Company must withhold these taxes (see discussion of “Tax Withholding”). When you sell the Shares you acquire through this Restricted Stock Award, the difference between their Fair Market Value when sold and the Fair Market Value on the vesting date will be taxed as a long term capital gain (or loss), if you sell the Shares more than one year after the vesting date, or as a short term capital gain (or loss), if you sell the Shares one year or less after the vesting date.

PLAN CONTROLS: The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the terms of the Plan. In the event of any actual or alleged conflict between the terms of the Plan and terms of this Agreement, the terms of the Plan shall be controlling and determinative.

SECTION 16 OFFICERS AND AFFILIATES: If you are an executive officer of the Company subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended, you are responsible for ensuring that all the requirements of Section 16 are met, including filing notices of your receipt of this Restricted Stock Award with the Securities and Exchange Commission on a Form 4. Additionally, certain restrictions are imposed by the federal securities laws on the resale of Shares acquired under the Plan by persons deemed to be “affiliates” of the Company. An “affiliate” is a person who possesses the power (direct or indirect) to direct or cause the direction of the Company’s management or policies.

EX-10.31

Exhibit 10.31

BOB EVANS FARMS, INC.
1998 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

BOB EVANS FARMS, INC.
1998 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

INTRODUCTION The purpose of this Supplemental Executive Retirement Plan (the “Plan”) is to provide a further means whereby Bob Evans Farms, Inc., a Delaware Corporation (the “Company”) may afford financial security to a select group of Participants of the Company, who render valuable services to the Company, constituting an important contribution toward its continued growth and success, by providing for additional future compensation so that such Participants may be retained and their productive efforts encouraged, all as provided herein. The Plan is intended to be an unfunded plan for purposes of providing supplemental retirement benefits to a select group of management or highly compensated employees as such group is described under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan is not intended to be a plan described in Section 401(a) of the Code.

The Plan is intended to supersede the Bob Evans Farms, Inc. Supplemental Executive Retirement Plan previously adopted by the Company on April 17, 1992.

ARTICLE I DEFINITIONS

1.3 DEFINITIONS. Wherever used in the Plan, the following words and phrases shall have the meaning set forth below unless the context plainly requires a different meaning.

(a) “ADMINISTRATOR” means the Committee or the persons appointed by the Committee to administer the Plan.

(b) “ACCOUNT” means an account established under the Plan for each Participant for purposes of tracking the accumulated value of Company Contributions.

(c) “AFFILIATE” means a member of a controlled group of corporations, within the meaning of section 414(b) of the Code, which includes the Company; a trade or business (whether or not incorporated) which is in common control with the Company as determined in accordance with section 414(c) of the Code; or any organization which is a member of an affiliated service group, within the meaning of section 414(m) of the Code, which includes the Company, and any other organization required to be aggregated with the Company pursuant to section 414(o) of the Code and which adopts this Plan with the consent of the Company.

(d) “BOARD” means the Board of Directors of the Company.

(e) “CODE” means the Internal Revenue Code of 1986, as amended. Any reference to a particular Code section shall include any provision which modifies, replaces or supersedes it.

(f) “COMMITTEE” means the Compensation Committee of the Board or any other such Committee that may be appointed by the Board from time to time.

(g) “COMMON SHARES” means the shares of common stock of the Company, par value $0.01 per share, or any security of the Company issued in substitution, exchange or in lieu thereof.

(h) “COMPENSATION” means the amount of a Participant’s compensation as defined in Section 415(c)(3) of the Code, including any salary reduction contributions which are excluded from gross income under Sections 125 and 402(a)(8) of the Code, but excluding any long-term incentive awards (e.g., performance share awards, restricted stock, or stock appreciation rights), grants of any nonqualified stock options or the exercise of a Code Section 83(b) election by a Participant.

(i) “COMPANY” means Bob Evans Farms, Inc., a corporation organized under the laws of the state of Delaware, and any successor thereto.

(j) “COMPANY CONTRIBUTION” means an amount credited to a Participant’s Account under the terms of the Plan.

(k) “EARLY RETIREMENT DATE” means retirement from employment with the Company and all Affiliates after attaining age 55 and completion of ten (10) Years of Service.

(l) “EFFECTIVE DATE” means May 1, 1998.

(m) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. Any reference to a particular section of ERISA shall include any provision which modifies, replaces or supersedes it.

(n) “NORMAL RETIREMENT DATE” means the date a Participant attains age 62.

(o) “PARTICIPANT” means an employee who satisfies the requirements of Article II.

(p) “PLAN” means the plan to provide Company Contributions as set forth herein and as amended from time to time, which shall be known as Bob Evans Farms, Inc. 1998 Supplemental Executive Retirement Plan.

(q) “PLAN YEAR” means the 52/53 week year ending on the last Friday in April of each year.

(r) “TERMINATION FOR CAUSE” means the termination of a Participant’s employment according to the Company’s customary procedures, due to any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Affiliate, the conviction of a felony or intentional and repeated violations of the written policies or procedures of the Company or any Affiliate.

(s) “TOTAL AND PERMANENT DISABILITY” means a mental or physical condition which, according to the Company’s customary procedures, renders a Participant unable or incompetent to carry out the job responsibilities which such Participant held or the tasks to which

such Participant was assigned at the time the disability was incurred, and which is expected to be permanent or for an indefinite duration exceeding one year.

(t) “VALUATION DATE” means the date as of which the Participant’s Company Contribution shall be determined and shall mean the last day of the Plan Year or any other date established by the Committee.

(u) “YEARS OF SERVICE” means the full and partial years (in increments of one-twelfth (1/12th) years) of active employment with the Company during which substantial services were rendered as an employee, commencing on the date the Participant was first employed by the Company and ending on the earlier of the Participant’s termination of employment, Normal Retirement Date or the Plan Year ending in 2002; however, in no event beyond the 65th anniversary of the Participant’s date of birth. At the discretion of the Board, Participants may be granted additional Years of Service for purposes of determining benefits under the Plan.

1.4 USAGE. Except as otherwise indicated by the context, any masculine terminology used herein shall also include the feminine and vice versa and the definition of any term herein in the singular shall also include the plural and vice versa.

ARTICLE II ELIGIBILITY AND PARTICIPATION

2.01 ELIGIBILITY. The Committee shall, from time to time, in its discretion, designate certain key employees as Participants for the purpose of eligibility to participate in the Plan. Such Participants shall be designated in Appendix A, as the same may be amended from time to time. Notwithstanding the foregoing, a Participant shall be eligible to participate in the Plan only to the extent, and for the period that, he is a member of a select group of management or highly compensated employees as defined under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

2.02 PARTICIPATION. An individual who is eligible to participate in the Plan pursuant to Section 2.01 shall become a Participant at such time and for such period as determined by the Committee.

ARTICLE III PLAN CONTRIBUTIONS

3.01 COMPANY CONTRIBUTION. The Company shall make a Company Contribution to a Participant’s Account, as determined in Appendix B, for each Participant who was employed by the Company on the last day of the Plan Year. The Company may also make a “final” Company Contribution reflecting the portion of the year worked in the year the Participant retires if he is then vested in his Account pursuant to Section 3.04.

3.02 STOCK OPTIONS. The Committee, in its discretion, may authorize a Participant to elect to receive his Company Contribution in the form of non-qualified stock options (“stock options”) granted pursuant to the Bob Evans Farms, Inc. 1998 Stock Option and Incentive Plan or any other plan designated by the Committee. A Participant shall make his

election, if any, under this Section 3.02, according to practices and procedures established by the Committee, but in no event later than 60 days prior to the allocation of the Company Contribution. To the extent a Participant makes an election to receive stock options under this Section 3.02, such award shall bein lieu of the Company Contribution otherwise due for the Plan Year.

3.03 ACCOUNTS. The Administrator shall establish and maintain, pursuant to the terms of the Plan, an Account for each Participant consisting of amounts credited to such Account pursuant Sections 3.01 and 3.06. All amounts which are credited to the Account shall be credited solely for the purposes of accounting and computation, and shall remain assets of the Company subject to the claims of the Company’s general creditors. The balance of a Participant’s Account represents his entire benefit under this Plan.

3.04 VESTING. (a) Except as provided below, a Participant who is in the active employ of the Company or an Affiliate shall have a vested right to his Account upon the occurrence of any of the following: (i) the attainment of his Early Retirement Date; (ii) the attainment of his Normal Retirement Date; (i) the occurrence of a Change in Control as defined in Section 5.01;(ii) his death prior to actual retirement; or (iii) his Total and Permanent Disability prior to actual retirement.

(a) Notwithstanding the preceding paragraph, a Participant’s Account shall be forfeited, and no benefits shall be payable hereunder with respect to him or his beneficiaries, in the event of: (i) his Termination for Cause; or (ii) his termination of employment with the Company prior to satisfying the requirements for vesting as set forth in paragraph (a) above.

3.05 TIME AND FORM OF PAYMENT. A Participant who retires under this Plan on or after his Early Retirement Date or Normal Retirement Date shall then be entitled to, and shall receive, an installment distribution of his Account. The first payment shall be made within 60 days of the Participant’s termination of employment in an amount equal to 1/10th of the balance of his Account. Within 60 days of the Plan Year end following the date of the first payment, the second payment shall be due. The amount of the second payment shall be equal to 1/9th of the balance of the Account on that Plan Year end. Successive distributions shall be due within 60 days of each following Plan Year end such that the total Account shall be distributed in ten substantially equal payments. This installment distribution shall be the manner in which an Account shall be distributed (the default distribution), unless elected otherwise by the Participant as described below.

A Participant may elect either of the following alternative distributions in lieu of the default distribution:

(i) A lump sum distribution, to be made within 60 days of his termination of employment, in an amount equal to the balance of his Account.

(ii) A ten year installment distribution, calculated in the same manner as the default distribution, commencing on the Plan Year end following the Participant’s 65th birthday.

A Participant may make such election according to procedures established by the Committee. Nevertheless, the default distribution shall apply unless a valid alternative election is in effect, and an alternative election must be requested more than one year prior to the Participant’s termination of employment in order to be considered valid.

3.06 INTEREST. At the end of each Plan Year, a Participant’s Account shall be credited with interest in the amount specified pursuant to procedures established by the Committee. In determining the amount of interest to credit, the Committee shall refer to the investment yield on funds held in a grantor trust, and shall credit (or debit as appropriate) each Participant’s Account with interest solely according to the investment performance of such trust. The Committee may change the grantor trust from which the investment yield is tracked from time to time, though any such change will only apply to interest credits for Plan Years which commence after the Committee’s authorization of the change. A Participant’s Account will continue to be credited with interest until the Account is fully distributed to the Participant.

ARTICLE IV DEATH AND DISABILITY PROVISIONS

4.01 DISTRIBUTION OF ACCOUNT ON A PARTICIPANT’S DEATH PRIOR TO RETIREMENT. If a Participant dies while employed by the Company or an Affiliate prior to termination of employment, or following his termination of employment and prior to the distribution of his Account, his designated Beneficiary at the date of death shall be entitled to receive the balance of his Account. If the Participant were vested at the time of death, such distribution(s) shall be made to the Beneficiary as if the Participant had retired instead of having died. If the Participant were not vested at the time of death, a lump sum distribution shall be made within 60 days of the Participant’s death, in an amount equal to the balance of the Participant’s Account. If a Participant dies after termination of employment, the form of distribution in effect under Section 3.05 shall be retained.

4.02 DISTRIBUTION OF ACCOUNT ON A PARTICIPANT’S TOTAL AND PERMANENT DISABILITY. If a Participant incurs a Total and Permanent Disability prior to his termination of employment with the Company or an Affiliate, he shall be entitled to receive the balance of his Account. If the Participant were vested at the time of a Total and Permanent Disability, such distribution(s) shall be made as if the Participant had retired instead of having incurred a Total and Permanent Disability. If the Participant were not vested at the time of a Total and Permanent Disability, a lump sum distribution shall be made within 60 days of the Committee’s determination of Participant’s Total and Permanent Disability, in an amount equal to the balance of the Participant’s Account. If a Participant incurs a Total and Permanent Disability after termination of employment, the form of distribution in effect under Section 3.05 shall be retained.

4.03 DESIGNATION OF BENEFICIARY. A Participant may, by written instruction delivered to the Administrator during the Participant’s lifetime, designate one or more primary and contingent beneficiaries to receive the balance of the Participant’s Account that may be payable hereunder following the Participant’s death, and may designate the proportions in which such beneficiaries are to receive such payments. A Participant may change such designations from time to time, and the last written designation filed with the Administrator prior to the

Participant’s death shall control. If a Participant fails to specifically designate a beneficiary, or if no designated beneficiary survives the Participant, payment shall be made by the Administrator in the following order of priority: (a) to the Participant’s surviving spouse; or if none, (b) to the Participant’s children, per stirpes; or if none; (c) to the Participant’s estate.

ARTICLE V CHANGE IN CONTROL

5.01 CHANGE IN CONTROL. A “Change in Control” shall be deemed to occur on the earliest of the following dates:

(a) the date any entity or person (including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall have become the beneficial owner of, or shall have obtained voting control over, twenty percent (20%) or more of the outstanding Common Shares;

(b) the date the stockholders of the Company approve a definitive agreement (i) to merge or consolidate the Company with or into another corporation, in which the Company is not the continuing or surviving corporation or pursuant to which any Common Shares would be converted into cash, securities or other property of another corporation, other than a merger of the Company in which holders of Common Shares immediately prior to the merger have the same proportionate ownership of shares of the surviving corporation immediately after the merger as immediately before, or (ii) to sell or otherwise dispose of substantially all the assets of the Company; or

(c) the date there shall have been a change in a majority of the Board within a twelve (12) month period; provided, however, that any new director whose nomination for election by the Company’s stockholders was approved, or who was appointed or elected to the Board by, the vote of two-thirds of the directors then still in office who were in office at the beginning of the twelve (12) month period shall not be counted in determining whether there has been such a change in a majority of the Board.

5.02 VESTING UPON CHANGE IN CONTROL. Each Participant shall become fully vested in his Account upon the occurrence of a Change in Control as defined in Section 5.01.

5.03 FUTURE SERVICE CONTRIBUTION UPON CHANGE IN CONTROL. Upon the occurrence of a Change in Control, a Participant shall have a special Company Contribution made to his Account as of the date of the Change in Control. The amount of his special Company Contribution shall be determined based upon the procedures established in Appendix B.

ARTICLE VI ADMINISTRATION

6.01 ADMINISTRATION. The Administrator shall be responsible for the general administration of the Plan and shall perform all administrative functions and shall interpret, construe and apply the Plan provisions in accordance with its terms. The Administrator may

establish, adopt or revise rules and regulations as it deems necessary or advisable for the administration of the Plan. The Administrator may consult with and rely upon the advice of such counsel, actuaries and advisors as it shall see fit.

6.02 DUTIES. The Administrator shall have the following rights, powers, and duties:

(a) The decision of the Administrator in matters within its jurisdiction shall be final, binding and conclusive upon the Company and upon any other person affected by such decision subject to the claims procedure hereinafter set forth.

(b) The Administrator shall have the duty and authority to interpret and construe the Plan provisions, to determine eligibility for benefits and the appropriate amount of any benefits, to decide any question which may arise regarding the rights of employees, Participants, and beneficiaries, and the amounts of their respective interests, to adopt such rules and to exercise such powers as the Administrator may deem necessary for the administration of the Plan, and to exercise any other rights, powers or privileges granted to the Administrator by the terms of the Plan.

(c) The Administrator shall maintain reasonable records of its decisions. Its records shall contain all relevant data pertaining to the Participant and his rights and duties under the Plan. The Administrator shall have the duty to maintain Account records of all Participants.

(d) The Administrator shall cause the principal provisions of the Plan to be communicated to the Participants, and a copy of the Plan and other documents shall be available at the principal office of the Company for inspection by the Participants at reasonable times determined by the Administrator.

(e) The Administrator shall periodically report to the Board with respect to the status of the Plan.

6.03 FEES. No fee or compensation shall be paid to any person for services as the Administrator.

ARTICLE VII CLAIMS REVIEW PROCEDURE

7.01 GENERAL. Any claim for Plan benefits shall be filed by the Participant or beneficiary on the form prescribed for such purpose with the Administrator.

7.02 DENIALS. If a Company Contribution or any other claim under the Plan is wholly or partially denied, notice of the decision shall be furnished to the Participant or beneficiary (claimant) as the case may be by the Administrator within a reasonable period of time after such decision is reached.

7.03 NOTICE. Any claimant who is denied a claim for benefits shall be furnished written notice setting forth:

(a) the specific reason or reasons for the denial;

(b) specific reference to the pertinent provision of the Plan upon which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect the claim; and

(d) an explanation of the claim review procedure under the Plan.

7.04 APPEALS PROCEDURE. In order that a claimant may appeal a denial of a claim, the claimant or the claimant’s duly authorized representative may:

(a) request a review by written application to the Administrator, or its designee, no later than 60 days after receipt by the claimant of written notification of denial of a claim;

(b) review pertinent documents; and

(c) submit issues and comments in writing.

7.05 REVIEW. A decision on review of a denied claim shall be made not later than 60 days after receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered within a reasonable period of time, but not later than 120 days after receipt of a request for review. The decision on review shall be in writing and shall include the specific reason(s) for the decision and the specific reference(s) to the pertinent provisions of the Plan on which the decision is based.

ARTICLE VIII GENERAL

8.01 PLAN AMENDMENT OR TERMINATION. The Company reserves the right to amend or terminate the Plan in any manner that it deems advisable, by a resolution of the Board. Notwithstanding the preceding sentence, no amendment or termination of the Plan shall reduce the benefit of any Participant determined as of the day immediately preceding the effective date of such amendment or termination.

8.02 NO EMPLOYMENT RIGHTS. Nothing herein shall constitute a contract of continuing employment or in any manner obligate the Company to continue the service of a Participant, or obligate a Participant to continue in the service of the Company, and nothing herein shall be construed as fixing or regulating the compensation paid to any Participant.

8.03 NONASSIGNABILITY. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,

hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

8.04 SEVERABILITY. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, but the Plan shall be construed and enforced as if such illegal or invalid provision had never been included herein.

8.05 NOTIFICATION OF ADDRESSES. Each Participant and each beneficiary shall file with the Administrator, from time to time, in writing, the post office address of the Participant, the post office address of each beneficiary, and each change of post office address. Any communication, statement or notice addressed to the last post office address filed with the Administrator (or if no address was filed, then to the last post office address of the Participant or beneficiary as shown on the Company’s records) shall be binding on the Participant and each beneficiary for all purposes of the Plan and neither the Administrator nor the Company shall be obligated to search for or ascertain the whereabouts of any Participant or beneficiary.

8.06 APPLICABLE LAW. This Plan shall be governed and construed in accordance with the laws of the State of Ohio, except to the extent that such state laws may be preempted by federal law.

ARTICLE IX FUNDING

9.01 UNFUNDED PLAN. The Plan, at all times, shall be entirely unfunded and shall constitute merely the unsecured promise of the Company to make payments as provided for herein.

9.02 NO CLAIM AGAINST THE COMPANY. Neither a Participant nor any other person shall acquire by reason of the Plan any right in or title to any assets, funds or property of the Company whatsoever including, without limiting the generality of the foregoing, any specific funds or assets which the Company, in its sole discretion, may set aside in anticipation of a liability hereunder. Any trust which is created in connection with this Plan or any agreement shall provide that the assets of the trust are subject to the claims of the Company’s general creditors. A Participant shall have only a contractual right to the amounts, if any, payable hereunder unsecured by any asset of the Company.

EX-10.32

Exhibit 10.32

BOB EVANS FARMS, INC. AND AFFILIATES

2002 SECOND AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Originally Adopted April 17, 1992
First Amendment and Restatement Effective May 1, 1998
Second Amendment and Restatement Effective May 1, 2002

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BOB EVANS FARMS, INC. AND AFFILIATES

2002 SECOND AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

SECTION 1.00 PURPOSE

On April 17, 1992, Bob Evans Farms, Inc. (“Corporation”) adopted the Bob Evans Farms, Inc. Supplemental Executive Retirement Plan to provide deferred and incentive compensation to a select group of its management or highly compensated employees. Effective May 1, 1998, the Plan was amended and restated. 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.

SECTION 2.00 DEFINITIONS

When used in this Plan, the following terms will have the meanings given to them in this section unless another meaning is expressly provided elsewhere in this Plan. When applying these definitions, the form of any term or word will include any of its other forms.

2.01 ACCOUNT. The account established under Section 5.01 to measure the value of each Member’s Plan benefit.

2.02 BENEFICIARY. The person a Member designates under Section 3.02 to receive any death benefit payable under Section 6.02.

2.03 BOARD. The Corporation’s board of directors.

2.04 CAUSE. A Member’s [1] willful and continued refusal to substantially perform assigned duties (other than any refusal resulting from incapacity due to physical or mental illness), [2] willful engagement in gross misconduct materially and demonstrably injurious to any Group Member or [3] breach of any term of this Plan. However, [4] Cause will not arise solely because the Member is absent from active employment during periods of vacation, consistent with the Employer’s applicable vacation policy, or other period of absence initiated by the Member and approved by the Employer.

2.05 CHANGE AGREEMENT. An individual agreement between the Corporation and any Member describing the effect of a Change in Control.

2.06 CHANGE IN CONTROL.

[1] 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

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[2] With respect to all Members, approval by the Corporation’s stockholders of a definitive agreement [a] 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 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 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 [b] 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.

2.07 CODE. The Internal Revenue Code of 1986, as amended, or any successor statute.

2.08 COMMITTEE. The committee described in Section 7.00.

2.09 COMMON SHARES. The Corporation’s common shares or any security issued in substitution, exchange or in place of the Corporation’s common shares.

2.10 CONFIDENTIAL INFORMATION. Any and all information (other than information in the public domain) related to the Group’s business or that of any Group Member, including all processes, inventions, trade secrets, computer programs, engineering or technical data, drawings, or designs, manufacturing techniques, information concerning pricing and pricing policies, marketing techniques, plans and forecasts, new product information, information concerning suppliers, methods and manner of operations, and information relating to the identity and location of all past, present and prospective customers.

2.11 DISABILITY. An incapacity due to physical or mental illness that has prevented a Member from discharging assigned duties on a full-time basis for at least 26 consecutive weeks.

2.12 EARLY RETIREMENT DATE. The date an Eligible Employee reaches age 55 and completes at least 10 “Years of Service” (as defined in the Corporation’s tax-qualified Code ss.401(k) plan, whether or not a Member also is actively participating in that plan and whether or not that plan is terminated while this Plan remains in effect.

2.13 EFFECTIVE DATE. April 17, 1992, with respect to the Plan, May 1, 1998 with respect to the first amendment and restatement and May 1, 2002, with respect to this second amendment and restatement.

2.14 ELIGIBLE EMPLOYEE. Each person who is employed by a Group Member and who [1] is a member of its select group of management or is a highly compensated employee within

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the meaning of Title I of ERISA and [2] has met the eligibility conditions described in Section 3.01.

2.15 EMPLOYER. 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 incurring a Termination, 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.

2.16 EMPLOYER CONTRIBUTION. The amount calculated under Sections 5.02 and 5.03.

2.17 ENROLLMENT FORM. 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 3.00.

2.18 ERISA. The Employee Retirement Income Security Act of 1974, as amended.

2.19 GROUP. 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.

2.20 GROUP MEMBER. Each entity that is a member of the Group.

2.21 INACTIVE PARTICIPANT. A Member who is actively employed by an Employer but [1] no longer meets the eligibility conditions described in Section 3.01 or [2] has terminated employment with all Group Members but has not received a complete distribution of his or her Account balance.

2.22 MEMBER. Collectively, [1] a Participant or [2] an Inactive Participant.

2.23 NORMAL RETIREMENT DATE. The date an Eligible Employee reaches age 62.

2.24 PARTICIPANT. Each Eligible Employee who is actively participating in the Plan as provided in Section 3.01.

2.25 PLAN. The Bob Evans Farms, Inc. and Affiliates 2002 Second Amended and Restated Supplemental Executive Retirement Plan, as described in this document and as it may be subsequently amended.

2.26 PLAN YEAR. Each of the Corporation’s fiscal years while the Plan is in effect.

2.27 SPOUSE. The individual to whom a Member is legally married.

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2.28 STOCK OPTION. An option to purchase a share of Common Stock through the Stock Option Plan.

2.29 STOCK OPTION PLAN. The Bob Evans Farms, Inc. 1998 Stock Option and Incentive Plan or any other equity compensation plan designated by the Board.

2.30 TERMINATION. Termination of the common law employee-employer relationship between a Member and all Group Members for any reason, whether or not the Member subsequently becomes a consultant or adviser to any Group Member or serves as a member of the board of directors of any Group Member. However, a Termination will not be deemed to have occurred [1] solely because the Member’s Employer ceases to be a Group Member and the Member continues to be employed by that former Group Member or [2] if the Member’s common law employment relationship is transferred between Group Members without interruption.

SECTION 3.00 PARTICIPATION

3.01 ELIGIBILITY TO PARTICIPATE.

[1] 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.

[2] Before he or she may participate in the Plan, each Eligible Employee must complete an Enrollment Form specifying [a] how his or her Account will be distributed (Section 6.05) and [b] his or her Beneficiary.

[3] An Eligible Employee will continue to be a Participant until the earlier of the date he or she [a] becomes an Inactive Participant or [b] Terminates.

3.02 DESIGNATION OF BENEFICIARY.

[1] 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.

[2] 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

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designation in the Enrollment Form described in this section and will not be inferred from any other evidence.

[3] If a Member has not made an effective Beneficiary designation or if all his or her Beneficiaries die 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 [a] the Member’s issue, then living, per stirpes; or, if there are none, [b] 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.

[4] The Member and the Beneficiary (and not the Committee) are responsible for ensuring that the Committee has the Beneficiary’s current address.

SECTION 4.00 MEMBERS’ OBLIGATIONS

4.01 SERVICES DURING CERTAIN EVENTS. By accepting participation in this Plan, if any “person” or entity [including a “group” as defined in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, or any successor statute] initiates a tender or exchange offer, distributes proxy materials to the Corporation’s stockholders or takes other steps to effect, or that may result in, a Change in Control, each Member agrees not to Terminate voluntarily during the pendency of that activity other than by reason of retirement, and to continue to serve as a full-time employee of the Employer until those efforts are abandoned, that activity is terminated or until a Change in Control has occurred.

4.02 CONFIDENTIAL INFORMATION. Except as otherwise required by applicable law, by accepting participation in this Plan, each Member expressly agrees to keep and maintain Confidential Information confidential and not, at any time during or subsequent to the Member’s employment with any Group Member, to use any Confidential Information for the Member’s own benefit or to divulge, disclose or communicate any Confidential Information to any person or entity in any manner except [1] to employees or agents of the Employer or of the Corporation that need the Confidential Information to perform their duties on behalf of any Group Member or [2] in the performance of the Member’s duties to the Employer. Each Member also agrees to notify the Corporation promptly of any circumstance the Member believes may legally compel the disclosure of Confidential Information and to give this notice before disclosing any Confidential Information.

4.03 EFFECT OF BREACH OF OBLIGATIONS. If a Member breaches any obligation described in this section or the Plan:

[1] Before the Member has Terminated, the Member will forfeit all benefits otherwise due under this Plan; or

[2] After the Member Terminates, the Member will repay any amounts previously paid under this Plan plus interest calculated at the prime interest rate quoted in the Wall Street Journal, or

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any successor to it, over the period beginning on the date of payment and ending on the date of repayment.

SECTION 5.00 CONTRIBUTIONS

5.01 ACCOUNTS. The Committee will establish an Account for each Participant to record:

[1] The Employer Contribution, calculated under Sections 5.02 and 5.03; minus

[2] Any distributions made to the Member under Section 6.00.

The Employer also will make a final Employer Contribution, calculated as provided in Sections 5.02 and 5.03, for the portion of the Valuation Period during which the Participant Terminates employment but only if the Member Terminates after meeting the conditions described in Section 6.04.

5.02 PARTICIPANTS’ EARNED BENEFIT. As of the end of each Valuation Date, the Committee will calculate the amount to be credited to each Participant’s Account by applying the following steps:

[1] First, the Employer will establish the Valuation Period for which the contribution is being calculated. For these purposes:

[a] A Valuation Period is the period between each Valuation Date during which a Participant performs substantial services for a Group Member [i] beginning on the later of [A] the date a Participant first was employed by a Group Member or [B] April 26, 1991 and [ii] ending on the earlier of the date the Participant [A] Terminates, [B] is no longer a Participant (whether or not he or she remains a Member), [C] reaches his or her Normal Retirement Date, whether he or she also retires at that time or [D] reaches age 65. Unless the Committee specifically provides otherwise, all Valuation Periods will be comprised of 12 months and will end as of the last day of each Plan Year; and

[b] Valuation Date is the date the most recent Employer Contribution was calculated.

[2] Then, the Committee will calculate the Compensation each Participant earned during the Valuation Period for which the Employer Contribution is being calculated. For these purposes, Compensation means [a] the total taxable remuneration the Participant earned for the Valuation Period (or the portion of the Valuation Period during which he or she was a Participant) plus [b] the amount the Participant deferred during the Valuation Period to a plan described in Code ss.ss.125 or 401(k) and maintained by any Group Member minus [c][i] the amount of any long-term incentive awards (e.g., performance share awards, restricted stock or stock appreciation rights) granted, earned or exercised during the Valuation Period and [ii] the value of any stock options granted or exercised under Code ss.83(b) during that Valuation Period. Also, if a Valuation Period is less than 12 months, the taxable remuneration described in Section 5.02[1][a] will be annualized on the basis of the whole months during that Valuation Period during which the Participant was a Participant.

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[3] Then, the Committee will calculate each Participant’s Projected Compensation. This is done by:

[a] Averaging each Participant’s Compensation over the fewer of [i] the current and the Participant’s four preceding Valuation Periods or [ii] the number of Valuation Periods during which the Participant was employed by a Group Member; and

[b] Increasing that average by four percent for each Valuation Period that will elapse between [i] the end of the Valuation Period for which the Employer Contribution is being calculated [ii] the last Valuation Period that will end before the Participant’s Normal Retirement Date [iii] averaging the Compensation projected to be received during the five Valuation Periods ending before the Participant’s Normal Retirement Date.

[4] Then, the Committee will calculate each Participant’s Final Average Compensation.

[a] Until the Participant reaches his or her Normal Retirement Date, Final Average Compensation will be calculated by averaging each Participant’s Projected Compensation (calculated under Section 5.02[3]) over the five consecutive Valuation Periods during the ten Valuation Periods that both [i] end before the Participant’s Normal Retirement Date and [ii] produce the highest average; but

[b] At the Participant’s Normal Retirement Date, Final Average Compensation will be calculated by averaging each Participant’s Compensation over the five consecutive Valuation Periods during the ten Valuation Periods that end before the Participant’s Normal Retirement Date that produces the highest average.

[c] The following rules will be applied when calculating a Participant’s Final Average Compensation:

[i] The Final Average Compensation of a Participant who will have completed fewer than five Valuation Periods at his or her Normal Retirement Date will be the average of the Compensation the Participant received over his or her entire period of participation;

[ii] Compensation paid for the Valuation Period during which the Participant reaches Normal Retirement Date will be disregarded until the Participant reaches his or her Normal Retirement Date; and

[iii] A Participant’s Final Average Compensation will neither increase nor decrease for any Valuation Period that begins after the Participant reaches his or her Normal Retirement Date.

[5] Then, the Committee will establish each Participant’s Prior Service Rate (if any). A Participant’s Prior Service Rate (if any) is:

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[a] The smaller of [i] 40 percent or [ii] two percent multiplied by the number of Valuation Periods the Participant will complete if he or she continues to be a Participant until Normal Retirement Date; multiplied by

[b] The quotient produced by dividing [i] the number of Valuation Periods the Participant had completed as of the last day of the Corporation’s 1997 fiscal year by [ii] the number of Valuation Periods the Participant will complete if he or she continues to be a Participant until Normal Retirement Date.

A Participant who was first employed after the Corporation’s 1997 fiscal year will not have a Prior Service Rate.

[6] A Participant’s Future Service Rate is:

[a] The smaller of [i] 55 percent or [ii] 2.75 percent multiplied by the number of Valuation Periods the Participant will complete if he or she continues to be a Participant until Normal Retirement Date; reduced, but not below zero, by

[b] The Participant’s Prior Service Rate (if any) calculated under Section 5.02[5]; and multiplied by

[c] The smaller of [i] one or [ii] the quotient produced by dividing [A] the number of Valuation Periods the Participant had completed after the Corporation’s 1997 fiscal year into [B] the larger of five or the number of Valuation Periods the Participant will complete after the end of the Corporation’s 1997 fiscal year if he or she continues to be a Participant until Normal Retirement Date.

[7] Then, the Committee will calculate each Participant’s Target Benefit. A Participant’s Target Benefit is:

[a] The larger of [i][A] the Participant’s Final Average Compensation (calculated under Section 5.02[4]); multiplied by [B] the Participant’s Prior Service Rate, if any, (calculated under Section 5.02[5]); plus [C] the Participant’s Final Average Compensation (calculated under Section 5.02[4]); multiplied by [D] the Participant’s Future Service Rate (calculated under Section 5.02[6]); or [ii] the Participant’s Target Benefit calculated as of the last day of the preceding Valuation Period; minus

[b][i] The Participant’s Social Security Benefit plus [ii] the Participant’s Qualified Plan Benefit; multiplied by [iii] the smaller of [A] one or [B] the quotient produced by dividing the Participant’s actual Valuation Periods earned as of the date the Target Benefit is being calculated by the Valuation Periods the Participant will earn if he or she remains actively employed until Normal Retirement Date.

[c] For purposes of calculating each Participant’s Target Benefit:

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[i] A Participant’s Social Security Benefit is 50 percent of the maximum annual Old Age, Survivor and Disability Insurance benefit projected to be payable to the Participant under the Social Security Act as of the Participant’s Normal Retirement Date. This amount will be based on the Participant’s projected “taxable wages,” as defined in the Social Security Act, and other relevant factors in effect as of the date the calculation is being made; and

[ii] A Participant’s Qualified Plan Benefit is the Participant’s annual benefit, expressed in the form of a single life annuity, that can be derived from the sum of all employer-funded benefits (and attributable earnings) under all plans that are maintained by any Group Member and that are intended to comply with Code ss.401(a). The amount of this single life annuity will be established by applying the 1983 Group Annuity Mortality Table for Males, an annual interest rate of eight percent, and by assuming that benefits will begin at the Participant’s Normal Retirement Date. For purposes of establishing a Participant’s Qualified Plan Benefit, “employer-funded benefits” means all benefits funded through Employer contributions (and attributable earnings), for periods of employment before the Participant’s Normal Retirement Date plus any distributions made to, in behalf of or with respect to the Participant before Normal Retirement Date (e.g., in-service withdrawals, retirement and disability benefits or distributions under any domestic relations order). Also, until the Participant reaches Normal Retirement Date, his or her Qualified Plan Benefit will be projected based on procedures established by the Committee.

[8] Then, the Committee will compare the Participant’s Target Benefit calculated under Section 5.02[7] with the Target Benefit calculated for the same Participant under Section 5.02[7] as in effect for the preceding Valuation Period.

[a] If the Participant’s Target Benefit calculated for the current Valuation Period is the same as (or less than) the Participant’s Target Benefit calculated for the preceding Valuation Period, no amount will be credited to the Participant’s Account for the current Valuation Period; but

[b] If the Participant’s Target Benefit calculated for the current Valuation Period is larger than the Participant’s Target Benefit calculated for the preceding Valuation Period, an Earned Benefit will be credited to the Participant’s Account. This amount will be calculated under the procedures described in Section 5.02[9].

[9] If the Participant’s Target Benefit for the current Valuation Period is larger than the Participant’s Target Benefit for the preceding Valuation Period, the Committee will calculate an Earned Benefit for the current Valuation Period; by:

[a] Subtracting the Participant’s Target Benefit for the preceding Valuation Period from the Target Benefit calculated for the current Valuation Period; and

[b] Calculating the Annuity Value of this difference. This is done by calculating the present value of the difference produced under Section 5.02[9][a] by applying the 1983 Group Annuity Mortality Table for Males, an annual interest rate of eight percent and by assuming that benefits

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will begin at the Participant’s Normal Retirement Date or, if the Participant already has reached his or her Normal Retirement Date, that benefits will begin when the Participant reaches age 65.

5.03 EMPLOYER CONTRIBUTION. The Employer Contribution for each Participant is the amount calculated under Section 5.02[9][b]. This amount will be credited to each Participant’s Account in cash (and credited with interest as described in Section 5.05) or, subject to Section 5.06, as Stock Options.

5.04 EFFECT OF CHANGE IN CONTROL ON EMPLOYER CONTRIBUTION.

[1] 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, [c] all Members Accounts will be fully vested and all Stock Options will be fully vested and [d] the Employer will credit a special and additional Employer Contribution to the Account of each Member who was a Participant on the date of the Change in Control, whether or not he or she is then a Participant.

[2] This special change in control benefit will be calculated as provided in Sections 5.02 and 5.03 except that the Target Benefit (see Section 5.02[7]) will be calculated under the following formula:

[a] 2.75% X Final Average Compensation (as defined in Section 5.02[4]); minus

[b] The Participant’s Social Security Benefit (as defined in Section 5.02[7][c][i]); minus

[c] The Participant’s Qualified Plan Benefit (as defined in Section 5.02[7][c][ii]); multiplied by

[d] The smaller of [i] one or [ii] the quotient produced by dividing the Participant’s actual Valuation Periods earned as of the date the Target Benefit is being calculated by the Valuation Periods the Participant will earn if he or she remains actively employed until Normal Retirement Date.

Sections 5.02 and 5.03 will then be applied.

[3] Regardless of any provision of this Plan, if more than one Change in Control (whether or not related) occurs, the total additional amount calculated under this section will be the largest amount calculated with respect to any single Change in Control.

5.05 INTEREST. As of each Valuation Date, amounts credited as cash to Accounts will be credited with interest at rates established by the Committee and announced to Members no later than the beginning of the election period described in Section 5.06.

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5.06 STOCK OPTION CREDITS.

[1] With the Committee’s permission (which may be withheld for any reason or for no reason), a Participant may elect to receive his or her Employer Contribution in the form of Stock Options.

[2] To make this election, the Participant must comply with procedures established by the Committee, no later than 60 days before the date the Employer Contribution is to be credited to Participants’ Accounts. The Committee will apprise each Participant of the date the Employer Contribution will be credited and the maximum number of Stock Options that may be credited under this subsection.

[3] The maximum number of Stock Options that may be credited to any Participant’s Account for any Valuation Period is the smaller of [a] the number specified by the Committee or [b] the amount calculated under Section 5.03 divided by the Projected Option Value. If the number of Stock Options made available by the Committee is smaller than the aggregate number produced by application of Section 5.06[3][b] to all Participants requesting that their Employer Contribution be credited as Stock Options, the Committee will allocate the number of available Stock Options among Participants in the same proportion that the number produced by application of Section 5.06[3][b] for each Participant bears to the aggregate number of Stock Options produced by application of Section 5.06[3][b] to all Participants.

[4] The Projected Option Value is [a] the “fair market value” (as defined in the Stock Option Plan) of a Common Share on the date the Employer Contribution is calculated, increased by [b] eight percent annually for each year between the last day of the Valuation Period for which the calculation is being made and the Participant’s Normal Retirement Date and reduced by [c] the exercise price (as defined in the Stock Option Plan) associated with the option.

[5] To the extent elected, Stock Options issued under this section will be in lieu of the Employer Contribution otherwise due for the Valuation Period.

SECTION 6.00 DISTRIBUTIONS

6.01 DISTRIBUTIONS. Subject to Section 6.05, Members’ Accounts will be distributed at the earlier of the date the Member [1] dies (Section 6.02), [2] becomes Disabled (Section 6.03) or [3] Terminates with all Group Members after having earned a right to a Plan benefit as provided in Section 6.04.

6.02 DEATH BENEFITS. The undistributed value of the Account established for a Member who dies before Terminating 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. If the Member dies before Terminating, this death benefit will be paid in a lump sum. If the Member dies after Terminating, this benefit will be paid in the same form in which it

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was being paid to the Member (or would have been paid, if benefit commencement had not then begun).

6.03 DISABILITY BENEFITS. A Member who becomes Disabled before Terminating will receive a distribution of 100 percent of the undistributed value of his or her Account, determined as of the Valuation Date following the date of Disability. If the Member becomes Disabled before Terminating, this benefit will be paid in a lump sum. If the Member becomes Disabled after Terminating, this benefit will be paid in the same form in which it was being paid to the Member (or would have been paid, if benefit commencement had not then begun).

6.04 TERMINATION OTHER THAN DEATH OR DISABILITY. Except as provided in this section, a Member who Terminates for any reason other than death or Disability will not be entitled to any Plan benefit if he or she Terminates before the earlier of:

[1] His or her Early or Normal Retirement Date; or

[2] Before an event described in Section 5.04[1][a] or [b].

However, in no case will a Member be entitled to receive any Plan benefit if he or she is Terminated for Cause.

6.05 AMOUNT AND PAYMENT OF BENEFITS.

[1] Unless the Member has effectively elected the optional benefit form described in Section 6.05[2], all distributions made to a Member who Terminates after having earned a nonforfeitable benefit as provided in Section 6.04 will be paid in ten annual installments beginning no later than 60 days after the Member Terminates. The first of these distributions will be equal to one-tenth of the value of the Member’s Account on the preceding Valuation Date. Subsequent distributions will be made on the anniversary of the initial distribution date and will equal the balance of the Member’s Account as of the most recent Valuation Date divided by the number of unpaid annual installments.

[2] Instead of the normal distribution form described in Section 6.05[1], a Member may elect to receive his or her Plan benefit:

[a] In the form of a single lump sum. If this election is made effectively, the entire benefit will be distributed within 60 days after the Valuation Date that coincides with or immediately follows the date the Member Terminated; or

[b] As described in Section 6.05[1] but beginning as of the last day of the Plan Year during which the Member reaches age 65.

[3] To effectively elect an optional benefit form, the Member must file a written election with the Committee. This election must be made on a form prescribed by the Committee and must be delivered to the Committee no fewer than 12 months before it is to be effective. An election to

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receive an optional benefit form also may be revoked if the electing Member files a written election with the Committee no fewer than 12 months before the benefit otherwise would have been distributed in the optional benefit form previously elected. This revocation also must be made on a form prescribed by the Committee. Any election to receive payment in an optional form (or any revocation of an election to do so) will be disregarded unless the Member strictly complies with the procedures described in this section.

[4] Once a Member’s Account has been fully distributed, the Corporation, all Employers, all Group Members and the Plan will have no further liability to the Member or, if appropriate, to his or her Beneficiary.

SECTION 7.00 PLAN COMMITTEE

7.01 APPOINTMENT OF COMMITTEE. The Board will appoint a committee 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:

[1] Deciding which employees are Eligible Employees, which of them may participate in the Plan and the value of their benefit;

[2] 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 Sections 7.08 and 7.09, the Committee’s decisions in these matters will be final;

[3] 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, Member or Beneficiary;

[4] Compiling and maintaining all records it needs to administer the Plan;

[5] Upon request, furnishing each Group Member with reasonable and appropriate reports of its administration of the Plan;

[6] Engaging legal, administrative, actuarial, investment, accounting, consulting and other professional services that the Committee believes are necessary and appropriate;

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[7] Adopting rules and regulations for the administration of the Plan that are not inconsistent with the terms of the Plan; and

[8] 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.

[1] 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 or by independent counsel to whom the Board has referred the matter.

[2] 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 Sections 7.08 and 7.09, 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 under the Plan, including Beneficiaries.

7.07 PAYMENT OF EXPENSES.

[1] 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.

[2] The compensation or fees of accountants, counsel and other specialists and any other costs of administering the Plan will be paid by the Corporation or allocated among Employers.

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7.08 CLAIMS PROCEDURE.

[1] Any Member or Beneficiary who believes that he or she is entitled to an unpaid Plan benefit may file a claim with the Committee. By accepting participation in the Plan, each Member expressly waives any right to proceed under Section 7.09 unless and until the administrative remedies described in this Section 7.08 are fully exhausted.

[2] 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:

[a] The specific reason or reasons for which the claim was denied;

[b] Specific reference to pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the claim;

[c] 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

[d] 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.

[3] If a claim has been wholly or partially denied, the affected claimant, or his or her authorized representative may:

[a] 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;

[b] Review pertinent documents and other material upon which the Committee relied when denying the initial claim; and

[c] Submit a written description of the reasons for which the claimant disagrees with the Committee’s initial adverse decision.

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.

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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.

7.09 ARBITRATION. Binding arbitration will be the exclusive means of resolving all disputes or questions not resolved to the claimant’s satisfaction through the claims procedure described in Section 7.08.

[1] After exhausting the procedures described in Section 7.08, the claimant may initiate arbitration by giving written notice to the Committee specifying the subject of the requested arbitration.

[2] The arbitration will take place in the city in which the affected Member’s last principal place of employment with a Group Member is or was located (or another location mutually agreed upon by the claimant and the Committee) and will be conducted in accordance with the rules of the American Arbitration Association in effect when the arbitration begins by three arbitrators, one appointed by each party and a third appointed by those two arbitrators. The Committee and the claimant (in his or her own behalf and on behalf of all other claimants) each waive any right to a jury trial with respect to any matter arising from this Plan.

[3] Any determination or award made or approved by the arbitrator will be final and binding on the claimant and all Group Members. Judgment upon any award made in any arbitration may be entered and enforced in any court having competent jurisdiction.

[4] The arbitrators will have no authority to add to, alter, amend or refuse to enforce any portion of this Plan or to award punitive damages against any Group Member or the claimant.

[5] The costs of arbitration (including legal and other professional fees incurred) will be borne solely by the person by which they are incurred regardless of the result of the arbitration.

SECTION 8.00 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 6.04, each affected Member who has completed Valuation

17

Periods comprised of at least 36 months 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 [1] 60 days after the date the amendment is adopted [2] 60 days after the amendment is effective or [3] 60 days after the Member is issued a written notice of the amendment.

8.02 AMENDMENT PROCEDURE. The Board, an executive committee of the Board or other Board committee or any executive officer to which or to whom the Board delegates discretionary authority over the Plan may exercise the Corporation’s right to amend the Plan.

SECTION 9.00 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 the Board. 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 Account as of the date of that action. Also, the Committee may [1] distribute an affected Member’s Account at the time the Plan terminates or partially terminates, even if this date is earlier than the date benefits otherwise would be distributed under Section 6.05 or [2] 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, in which case the successor will be substituted for the Employer under the terms and provisions of this Plan. 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.

SECTION 10.00 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 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

18

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.

SECTION 11.00 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 [1] a legal or equitable right against any Group Member or the Committee other than those specifically granted under the Plan or conferred by affirmative action of the Committee or any Employer in a manner that is consistent with the terms and provisions of this Plan or [2] the right to be retained in the service of any Employer. 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 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 Account 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 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

19

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. 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.

Executed effective May 1, 2002, unless otherwise specifically stated herein.

BOB EVANS FARMS, INC.
By:	/s/ Stewart Owens
	Date:	5/01/02
	Title:	Chairman, President, CEO

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EX-10.36

Exhibit 10.36

BOB EVANS FARMS, INC.

2002 INCENTIVE GROWTH PLAN

SECTION 1.00 — PURPOSE

This Plan is intended to foster and promote the Company’s long-term financial success and to increase stockholder value by [1] providing Participants an opportunity to earn incentive compensation if specified objectives are met and [2] enabling the Company to attract and retain the services of outstanding persons upon whose judgment, interest and dedication the successful conduct of the Company’s business is largely dependent.

SECTION 2.00 — DEFINITIONS

When used in this Plan, the following terms will have the meanings given to them in this section unless another meaning is expressly provided elsewhere in this document. When applying these definitions, the form of any term or word will include any of its other forms.

ACT. The Securities Exchange Act of 1934, as amended.

BOARD. The Company’s Board of Directors.

CAUSE.

     [1] With respect to a Participant who is a party to a Change in Control Agreement, “Cause” as defined in (and subject to the terms of) that Participant’s Change in Control Agreement; or

     [2] With respect to all Participants, a Participant’s [a] willful and continued refusal to substantially perform assigned duties (other than any refusal resulting from incapacity due to physical or mental illness), [b] willful engagement in gross misconduct materially and demonstrably injurious to the Company or any Related Entity or [c] breach of any material agreement between the Participant and the Company or any Related Entity. However, [d] Cause will not arise [i] solely because the Participant is absent from active employment during periods of vacation, consistent with the Company’s applicable vacation policy, or other period of absence initiated by the Participant and approved by the Employer or [ii] due to any event that constitutes Good Reason.

CODE. The Internal Revenue Code of 1986, as amended.

CHANGE IN CONTROL.

     [1] With respect to a Participant who is a party to a Change in Control Agreement, a “change in control” as defined in (and subject to the terms of) that Participant’s Change in Control Agreement; or

     [2] With respect to all Participants, approval by the Company’s stockholders of a definitive agreement [a] to merge or consolidate the Company with or into another corporation in which the Company is not the continuing or surviving corporation or pursuant to which any Common Shares would be converted into cash, securities or other property of another corporation, other than a merger of the Company in which holders of Common Shares immediately before the merger have the same proportionate ownership of shares of the surviving corporation immediately after the merger as

1

immediately before or [b] within a 12-consecutive calendar month period, to sell or otherwise dispose of 50 percent or more of the book value of the combined assets of the Company and all Subsidiaries.

     [3] For purposes of this definition, “book value” will be established on the basis of the latest consolidated financial statement the Company filed with the Securities and Exchange Commission before the date any 12-consecutive calendar month measurement period began.

CHANGE IN CONTROL AGREEMENT. Any individual agreement between the Company and a Participant describing the effect of a Change in Control on that Participant.

COMMITTEE. The Board’s Compensation Committee.

COMMON SHARES. The Company’s shares of common stock or any security issued in substitution, exchange or in place of the Company’s common stock.

COMPANY. Bob Evans Farms, Inc., a Delaware corporation, and any successor to it.

DISABILITY.

     [1] With respect to a Participant who is a party to a Change in Control Agreement, a “disability” as defined in (and subject to the terms of) the Participant’s Change in Control Agreement, if any; or

     [2] With respect all Participants, a Participant’s inability due to illness accident or otherwise to perform his duties for the period of time during which benefits are payable to the Participant under the Company’s Short-Term Disability Plan, as determined by an independent physician selected by the Committee and reasonably acceptable to the Participant (or to his or her legal representative), provided that the Participant does not return to work on a substantially full-time basis within 30 days after the Company notifies the Participant that his employment is being terminated because of his or her Disability.

GOOD REASON.

     [1] With respect to a Participant who is a party to a Change in Control Agreement, “Good Reason” as defined in (and subject to the terms of) the Participant’s Change in Control Agreement; or

     [2] With respect to all Participants, any of the following to which the Participant has not consented in writing and which has not been cured by the Company (or accepted by the Participant) within 30 days after the Participant notifies the Company, in writing, that he or she believes Good Reason has arisen:

     [a] Any material breach of this Plan of any nature whatsoever by or in behalf of the Company or any Related Entity;

     [b] A reduction in the Participant’s title, duties, responsibilities or status, as compared to either [i] the Participant’s title, duties, responsibilities or status immediately before the date he or she becomes a Participant or [ii] any enhanced or increased title, duties, responsibilities or status to which the Participant accedes after becoming a Participant;

     [c] The assignment to a Participant of duties that are inconsistent with [i] the Participant’s office immediately before the date he or she became a Participant or [ii] any more senior office to which the Participant is promoted after becoming a Participant;

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     [d] During any calendar year ending after the date the Participant becomes a Participant, a 10 percent (or larger) reduction (other than a reduction attributable to any termination of employment for death, Disability or Cause or for any period the Participant is temporarily absent from active employment) in the highest of [i] the Participant’s total cash compensation for the preceding calendar year or, if higher, [i] the Participant’s total cash compensation for the preceding calendar year but [ii] in both cases, determined without regard to any amounts described in this Plan;

     [e] A requirement that a Participant relocate to a principal office or worksite (or accept indefinite assignment) to a location more than 50 miles distant from [i] the principal office or worksite to which the Participant was assigned immediately before the relocation or [ii] any location to which the Participant agreed to be assigned;

     [f] The imposition on a Participant of business travel obligations substantially greater than the Participant’s business travel obligations during the preceding 12 consecutive calendar months; or

     [g] [i] failure to continue in effect any material fringe benefit or compensation plan, retirement or deferred compensation plan, life insurance plan, health and accident plan or disability plan in which the Participant participated; [ii] modification of any of the plans or programs just described that adversely affects the value of the Participant’s benefits under those plans; or [iii] failure to provide the Participant with the same number of paid vacation days to which the Participant was entitled for the immediately preceding calendar year under the terms of the Employer’s vacation policy or program. However, Good Reason will not arise under this subsection solely because [iv] the Company terminates or modifies any program solely to comply with applicable law but only to the extent of the change required or [v] a plan or benefit program expires under self-executing terms contained in that plan or benefit program.

OFFICER. Those employees whose compensation is subject to limitation under Code Section 162(m) as of the last day of any calendar year ending with or within any Performance Cycle.

PARTICIPATION AGREEMENT. The form that the Committee and each Participant must complete within the period described in Section 3.02.

PARTICIPANT. Any Officer designated as a Participant under Section 3.01 who has returned a completed Participation Agreement to the Committee within the period described in Section 3.02.

PERFORMANCE CRITERIA. The criteria established by the Committee as of the beginning of each Performance Cycle and applied at the end of the same Performance Cycle to determine the portion (if any) of the Target Bonus payable under this Plan to any Participant.

PERFORMANCE CYCLE. The period over which the Committee will apply the Performance Criteria to establish the portion (if any) of the Target Bonus payable under this Plan to each Participant.

PLAN. The Bob Evans Farms, Inc. 2002 Incentive Growth Plan.

RELATED ENTITY.

     [1] an entity related to the Company by application of Code Sections 414(b) and (c), as modified by Code Section 415(h) or

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     [2] an affiliated service group [as defined in Code Section 414(m)] or other organization described in Code Section 414(o) that includes the Company.

RETIREMENT.

     [1] With respect to a Participant who is a party to a Change in Control Agreement, “Retirement” as defined in (and subject to the terms of) that Participant’s Change in Control Agreement; or

     [2] With respect to all Participants, termination of a Participant’s employment at or after age 55.

SUBSIDIARY. Any corporation, partnership or limited liability company in which the Company owns, directly or indirectly, 50 percent or more of the total combined voting power of all classes of stock of that corporation or of the capital or profits interest of a partnership or limited liability company.

TARGET BONUS. The cash amount that a Participant will receive if he or she fully meets the Performance Criteria established under Section 4.01 as of the beginning of the Performance Cycle. As determined by the Committee, the bonus paid may be larger or smaller than the Target Bonus to the extent that Performance Criteria are exceeded or are partially, but not fully, met during a Performance Cycle. However, no Participant may receive a distribution under this Plan for any Performance Cycle that is larger than $2,000,000.

SECTION 3.00 — PARTICIPATION

1.1 DESIGNATION OF PARTICIPANTS. Subject to Section 3.02, all Officers may participate in this Plan. The Committee will send each Participant a Participation Agreement specifying [1] the conditions that must be met if he or she is to receive a bonus at the end of the Performance Cycle and [2] the basis on which that amount will be calculated.

1.2 CONDITIONS OF PARTICIPATION. An Officer may become a Participant for any Performance Cycle only if he or she:

     [1] Before the beginning of a Performance Cycle, is designated by the Committee as a Participant for that Performance Cycle; and

     [2] Returns to the Committee a signed Participation Agreement within 60 days after receiving that form from the Committee.

SECTION 4.00 — ADMINISTRATION

1.1 PERFORMANCE CRITERIA.

     [1] For each Performance Cycle, the Committee will [a] establish each Participant’s Target Bonus and the extent to which a bonus will be paid if established Performance Criteria are exceeded or are partially, but not fully, met, [b] develop the Performance Criteria that will be applied to determine the portion of the Target Bonus that will be paid at the end of the Performance Cycle and [c] establish the Performance Cycle over which Performance Criteria will be measured.

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     [2] In establishing each Participant’s Performance Criteria, the Committee will consider the relevance of each Participant’s assigned duties and responsibilities to factors that preserve and increase the Company’s value. These factors will include:

     [a] Gross revenues, either throughout the Company or within any specified division or geographic area;

     [b] Net income, either throughout the Company or within any specified division or geographic area;

     [c] Gross sales, either throughout the Company or within any specified division or geographic area;

     [d] Earnings per Common Share;

     [e] New products and lines of revenue;

     [f] Customer satisfaction, either throughout the Company or within any specified division or geographic area;

     [g] Market share;

     [h] Developing and managing relationships with regulatory and other governmental agencies;

     [i] Managing claims against the Company or any of its Subsidiaries, including litigation;

     [j] The Company’s book value or the book value of any designated Subsidiary or division;

     [k] The trading value of the Common Shares;

     [l] Completion of assigned corporate transactions, such as mergers, acquisitions or divestitures; and

     [m] Controlling expenses.

     [3] The Committee will make appropriate adjustments to reflect:

     [a] The effect on any Performance Criteria of any Common Shares dividend or Common Shares split, recapitalization (including, without limitation, the payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to stockholders, exchange of shares or similar corporate change. This adjustment to the Performance Criteria will be made [i] to the extent the Performance Criteria is based on Common Shares, [ii] as of the effective date of the event and [iii] for the Performance Cycle in which the event occurs. Also, the Committee will make a similar adjustment to any portion of a Performance Criteria that is not based on Common Shares but which is affected by an event having an effect similar to those just described.

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     [b] A substantive change in a Participant’s job description or assigned duties and responsibilities.

     [4] Performance Criteria will be established and communicated to each affected Participant in a Participation Agreement no later than the earlier of:

     [a] 90 days after the beginning of the applicable Performance Cycle; or

     [b] The expiration of 25 percent of the applicable Performance Cycle.

1.2 CERTIFICATION. As of the end of each Performance Cycle, the Committee will certify to the Board the extent to which each Participant has or has not met his or her Performance Criteria and the portion (if any) of the Target Bonus that is to be paid to each Participant.

1.3 ADMINISTRATION. The Committee is responsible for administering the Plan. In addition to the duties described elsewhere in this Plan, the Committee, by majority action, may [1] prescribe, amend and rescind rules and regulations relating to the Plan; [2] provide for conditions deemed necessary or advisable to protect the interests of the Company; and [3] interpret the Plan and supply any missing terms needed to administer the Plan. Determinations, interpretations or other actions made or taken by the Committee under the provisions of this document will be final, binding and conclusive for all purposes and upon all persons.

SECTION 5.00 — EFFECT OF TERMINATION OF EMPLOYMENT DURING PERFORMANCE CYCLE; CHANGE IN CONTROL

1.1 EFFECT OF TERMINATION OF EMPLOYMENT DURING PERFORMANCE CYCLE FOR REASONS OTHER THAN RETIREMENT, DEATH, DISABILITY, GOOD REASON OR WITHOUT CAUSE. Except as provided in Sections 5.02 and 5.03 and under any Participant’s Change in Control Agreement, a Participant who terminates employment before the end of a Performance Cycle will forfeit all right to receive any amount under this Plan. However, in all cases a terminated Participant will receive any amounts earned during any Performance Cycle that ended before his or her termination (e.g., if the Committee has not then valued or distributed amounts earned during a Performance Cycle that ended before the Participant terminated).

1.2 EFFECT OF RETIREMENT, DEATH, DISABILITY, TERMINATION FOR GOOD REASON OR TERMINATION WITHOUT CAUSE DURING PERFORMANCE CYCLE. Except as provided in a Participant’s Change in Control Agreement, a Participant who Retires, dies or becomes Disabled during a Performance Cycle or is terminated by the Company without Cause or terminates employment voluntarily for Good Reason will receive a prorated distribution at the end of the Performance Cycle during which he or she Retired, died, became Disabled, is terminated without Cause or terminates for Good Reason. The amount of this distribution will be calculated at the end of the Performance Cycle by applying the following procedure:

     [1] As of the end of the Performance Cycle during which the affected Participant Retired, died, became Disabled is terminated without Cause or terminates for Good Reason, the Committee will apply the Performance Criteria to measure the portion of the Target Bonus to be distributed. This calculation will be made in the manner described in Section 4.02 and will be made as if the Retired, deceased, Disabled or terminated Participant had remained actively employed throughout the Performance Cycle.

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     [2] The Committee then will multiply the amount produced under Section 5.02[1] by a fraction, the numerator of which is the number of whole calendar months during which the Retired, deceased, Disabled or terminated Participant was actively employed during the Performance Cycle and the denominator of which is the number of whole calendar months in the Performance Cycle.

     [3] Then, the Committee will direct the Company to distribute the amount calculated in the form and at the time described in Section 6.00 to, as appropriate, the Retired, Disabled or terminated Participant or to the beneficiary of the deceased Participant.

1.3 CHANGE IN CONTROL. Subject to the terms of any Change in Control Agreement, if, within 36 months after a Change in Control:

     [1] With respect to all Participants, the Plan is terminated and not replaced with a similar program providing comparable benefits and features; or

     [2] With respect to a Participant who is a party to a Change in Control Agreement, an event occurs that generates a change in control payment under that Participant’s Change in Control Agreement, within 30 days after an event described in Section 5.03[1] or [2], the Company will distribute to each affected Participant their Target Bonus for the year in which the Change in Control occurs. This distribution will be made whether or not the Performance Criteria for that period have been met and whether or not the pending Performance Cycle has been completed.

1.4 EFFECT OF CODE SECTION 280G. Subject to a Participant’s Change in Control Agreement, if the sum of the payments described in this section and those provided under all other plans, programs or agreements between the Participant and the Company or any Subsidiary constitutes an “excess parachute payment” as defined in Code Section 280G(b)(1), the Company will either:

     [1] Reimburse the Participant for the amount of any excise tax due under Code Section 4999 (but not for any income taxes or additional excise taxes associated with this initial payment), if this procedure provides the affected Participant with an after-tax amount that is larger than the after-tax amount produced under Section 5.04[2]; or

     [2] Reduce the amounts paid to the Participant under this Plan so that his or her total “parachute payment” as defined in Code Section 280G(b)(2)(A) under this and all other plans, programs or agreements between the Participant and the Company or Subsidiary will be $1.00 less than the amount that would be an “excess parachute payment,” if this procedure provides the Participant with an after-tax amount that is larger than the after-tax amount produced under Section 5.04[1].

SECTION 6.00 — FORM AND TIME OF DISTRIBUTION

1.1 DISTRIBUTION. Subject to Sections 6.02 and 8.04, the amount determined by applying the procedures described in Sections 4.00 and 5.00 will be distributed in a single lump sum cash payment no later than 90 days after the end of the applicable Performance Cycle.

1.2 DEFERRAL OF DISTRIBUTION. Each Participant may direct the Company to defer all or any portion of his or her Plan distribution by electing to have that amount [1] credited to his or her account under any nonqualified deferred compensation plan [as defined in Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended] maintained by the Company and designated by the Committee or any successor plan and [2] distributed under theterms of that plan. This election must be

7

made in the Participation Agreement that relates to the Performance Cycle during which the deferred amount may be earned. Once filed, this election will be irrevocable.

SECTION 7.00 — AMENDMENT, MODIFICATION AND TERMINATION OF PLAN

The Board or the Committee may terminate, suspend or amend the Plan at any time without stockholder approval except to the extent prohibited under the terms of the Participant’s Change in Control Agreement or to the extent that stockholder approval is required to satisfy applicable requirements imposed by [1] applicable requirements of the Code or [2] any securities exchange on which the Company’s securities are listed. Also, no Plan amendment may, without the consent of the affected Participant, adversely affect his or her ability to earn any Target Bonus for which Performance Criteria were established before the amendment, modification or termination of the Plan.

SECTION 8.00 — MISCELLANEOUS PROVISIONS

1.1 ASSIGNABILITY. Except as provided in Section 8.02, no Participant may transfer, alienate, pledge, hypothecate, transfer or otherwise assign his or her rights to receive a distribution under the Plan to any other person and any attempt to do so will be void.

1.2 BENEFICIARY DESIGNATION. Each Participant may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any amount under the Plan will be paid as provided in Section 5.00. Each designation must be made on a form acceptable to the Committee and will be effective only after it is delivered to the Committee. In the absence of any beneficiary designation, amounts remaining unpaid at the Participant’s death will be paid to the deceased Participant’s surviving spouse, if any, or otherwise to his or her estate. The Participant (and his or her beneficiary) and not the Company or the Committee is responsible for keeping the Committee apprised of the beneficiary’s address. Also, neither the Company nor the Committee is required to search for any beneficiary beyond sending a registered letter to the beneficiary at the latest address given to it by the Participant or beneficiary. Any amount otherwise payable to a beneficiary whom the Committee cannot locate at this address will be forfeited. However, if, within one year of the Participant’s death, the beneficiary files a claim and establishes that he or she is the deceased Participant’s beneficiary, the Committee will direct the Company to pay (and the Company will pay) any amount that was payable at the death of the Participant. However, no amount will be paid representing the time value of the delayed distribution. If this claim is not filed within one year of the Participant’s death, the amount will be forfeited irrevocably.

1.3 NO GUARANTEE OF EMPLOYMENT OR PARTICIPATION. Nothing in the Plan will interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company or any Subsidiary. Also, [1] receipt of a Target Bonus for any Performance Cycle is no guarantee that a Participant will receive a similar (or any) Target Bonus for any subsequent Performance Cycle and [2] establishment of Performance Criteria for any Performance Cycle is no guarantee that identical or similar criteria will be established for any subsequent Performance Cycle.

1.4 TAX WITHHOLDING. Before distributing any amount under the Plan, the Company will withhold an amount sufficient to satisfy federal, state and local income and employment tax withholding requirements imposed on the amount of any distribution under the Plan.

1.5 INDEMNIFICATION. Each person who is or has been a member of the Committee or of the Board will be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting

8

from any claim, action, suit or proceeding to which he or she may be made a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her, provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification is not exclusive and is independent of any other rights of indemnification to which such persons may be entitled under the Company’s Code of Regulations, by contract, as a matter of law or otherwise.

1.6 NO LIMITATION ON COMPENSATION. Nothing in the Plan is to be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner not expressly authorized under this document.

1.7 GOVERNING LAW. The Plan, and all agreements under it, will be construed in accordance with and governed by the laws of the State of Ohio.

1.8 RESOLUTION OF DISPUTES.

     [1] Any controversy of claim arising out of, or relating to, this Plan (other than those arising under Section 5.00 with respect to a Participant who is a party to a Change in Control Agreement when the controversy or claim arises) will be settled by arbitration in the city in which the Participant’s principal place of employment with the Company is located or another place the Participant and the Company mutually select immediately before the arbitration. The arbitration will be conducted in accordance with the Rules of the American Arbitration Association, and judgement on the award rendered by the arbitrator or arbitrators may be entered in any court of competent jurisdiction.

     [2] If the Company refuses or otherwise fails to make a payment when due and it is ultimately decided that the Participant is entitled to that payment, the payment will be increased to reflect an interest equivalent for the period of delay, calculated at the prime rate quoted in the Wall Street Journal and in effect as of the date the payment was first due.

     [3] The costs of arbitration will be borne solely by the person by which they are incurred.

     [4] Any controversy or claim arising out of, or relating to, any matter within Section 5.03 will:

     [a] With respect to a Participant who is a party to a Change in Control Agreement when the controversy or claim arose, be resolved under the terms of the Participant’s Change in Control Agreement; or

     [b] With respect to a Participant who is not a party to a Change in Control Agreement when the controversy or claim arose, will be resolved as otherwise provided in this section.

1.9 TERM OF PLAN. The Plan will be effective upon its adoption by the Committee, subject to approval by the Board and approval by the affirmative vote of the holders of a majority of the shares of voting stock present in person or represented by proxy at the first annual meeting of stockholders occurring after the Board approves the Plan.

9

1.10 RELATIONSHIP TO CHANGE IN CONTROL AGREEMENT. Regardless of any implication to the contrary, the Company intends that:

     [1] Any Target Bonus paid or payable through this Plan will be a “bonus” for purposes of any Participant’s Change in Control Agreement;

     [2] If any term, condition or feature of this Plan relates to an item that also is dealt with in the Participant’s Change in Control Agreement, [a] the terms of the Change in Control Agreement will apply if those terms provide the Participant a larger benefit than otherwise would have been generated under the terms of the Plan, without regard to this section or [b] the terms of this Plan (other than Section 5.04) will apply if those terms provide the Participant a larger benefit than would have been generated under the terms of the Change in Control Agreement; and

     [3] Any Target Benefit that is payable subject to a Participant’s Change in Control Agreement as described in Section 5.03 will be deemed to have been paid through and subject to the Participant’s Change in Control Agreement.

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EX-21

Exhibit 21

Bob Evans Farms, Inc. Corporate Structure*

Exhibit 21 Bob Evans Farms, Inc. Corporate Structure* * Remainder of preferred shares are owned by BEF Ohio (5%, 60 shares) and employees of BEF Ohio and their family members (10%, 120 shares). owns 100% of Mimi’s Cafe, LLC, a Delaware limited liability company SWH Oklahoma, Inc., an Oklahoma corporation SWH Too, LLC, a Delaware limited liability company SWH Liquor Company, a Texas corporation 75-2811689 owns 100% of owns 100% of Bob Evans Farms, Inc., a Delaware corporation owns 100% of Bob Evans Farms, Inc., an Ohio corporation owns 100% of Owens Foods, Inc., a Texas corporation Bob Evans Transportation Company, LLC, an Ohio limited liability company Bob Evans Restaurants of Michigan, LLC a Delaware limited liability company Mimi’s Café Kansas, Inc., a Kansas corporation owns 100% of owns 100% of SWH Corporation, a California corporation Mimi’s Café of Rogers, Inc., an Arkansas non-profit mutual benefit corporation* owns 100% of SWH Texas, Inc., a Delaware corporation owns 100% voting stock of SWH Howard Maryland, Inc., a Maryland corporation owns 100% of SWH Charles Maryland, Inc., a Maryland corporation SWH Frederick Maryland, Inc., a Maryland corporation owns 100% of owns 100% of Notes: *The registrant has listed above all of its direct and indirect subsidiaries; the inclusion of any entity in the table above however does not necessarily signify that it is a “significant subsidiary” of the registrant. **Mimi’s Café of Rogers, Inc. is a non-profit mutual benefit corporation, and as such has not issued capital stock. It is however supported in part by a subsidiary of the registrant.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

- Form S-8	No. 33-34149	401(k) Retirement Plan
- Form S-8	No. 33-53166	First Amended and Restated 1992 Nonqualified Stock Option Plan (formerly known as the Bob Evans Farms, Inc. Nonqualified Stock Option Plan)
- Form S-8	No. 33-69022	First Amended and Restated 1993 Long Term Incentive Plan for Managers (formerly known as the Bob Evans Farms, Inc. Long Term Incentive Plan for Managers)
- Form S-8	No. 33-55269	First Amended and Restated 1994 Long Term Incentive Plan (formerly known as the Bob Evans Farms, Inc. 1994 Long Term Incentive Plan)
- Form S-8	No. 333-74829	First Amended and Restated 1998 Stock Option and Incentive Plan (formerly known as the Bob Evans Farms, Inc. 1998 Stock Option and Incentive Plan)
- Form S-8	No. 333-106016	401(k) Retirement Plan
- Form S-8	No. 333-141139	2006 Equity and Cash Incentive Plan

of our reports dated June 28, 2010, with respect to the consolidated financial statements of Bob Evans Farms, Inc., and the effectiveness of internal control over financial reporting of Bob Evans Farms, Inc. included in this Annual Report (Form 10-K) for the year ended April 30, 2010.

/s/ Ernst & Young LLP

Columbus, Ohio
June 28, 2010

EX-24

Exhibit 24

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Bob Evans Farms, Inc., a Delaware corporation (the “Company”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Company on Form 10-K for the fiscal year ended April 30, 2010, hereby constitutes and appoints Steven A. Davis Tod S. Spornhauer and Mary L. Garceau as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The NASDAQ Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or either of them or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand the day and year written to the right of his or her signature

Signature	Title	Date
/s/ Steven A. Davis Steven A. Davis	Chairman of the Board and Chief Executive Officer (principal executive officer)	June 28, 2010
/s/ Larry C. Corbin Larry C. Corbin	Director	June 28, 2010
/s/ Michael J. Gasser Michael J. Gasser	Director	June 28, 2010
/s/ Dr. E. Gordon Gee Dr. E. Gordon Gee	Director	June 28, 2010
/s/ E.W. (Bill) Ingram III E.W. (Bill) Ingram III	Director	June 28, 2010

Signature	Title	Date
/s/ Cheryl L. Krueger Cheryl L. Krueger	Director	June 28, 2010
/s/ G. Robert Lucas II G. Robert Lucas II	Director	June 28, 2010
/s/ Eileen A. Mallesch Eileen A. Mallesch	Director	June 28, 2010
/s/ Bryan G. Stockton Bryan G. Stockton	Director	June 28, 2010
/s/ Paul S. Williams Paul S. Williams	Director	June 28, 2010

Signature Page for Form 10-K Power of Attorney

EX-31.1

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification
(Principal Executive Officer)

I, Steven A. Davis, certify that:

     1. I have reviewed this Annual Report on Form 10-K of Bob Evans Farms, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely

	affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: June 28, 2010	By:	/s/ Steven A. Davis
		Steven A. Davis
		Chairman of the Board and Chief Executive Officer

EX-31.2

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification
(Principal Financial Officer)

I, Tod P. Spornhauer, certify that:

     1. I have reviewed this Annual Report on Form 10-K of Bob Evans Farms, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely

	affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: June 28, 2010	By:	/s/ Tod P. Spornhauer
		Tod P. Spornhauer
		Chief Financial Officer, Treasurer and Assistant Secretary

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATION*

     In connection with the Annual Report on Form 10-K of Bob Evans Farms, Inc. (the “Company”) for the fiscal year ended April 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven A. Davis, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 28, 2010	By:	/s/ Steven A. Davis
		Steven A. Davis
		Chairman of the Board and Chief Executive Officer

* This certification is being furnished as required by Rule 13a-14(b) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent such certification is explicitly incorporated by reference in such filing.

EX-32.2

Exhibit 32.2

SECTION 1350 CERTIFICATION*

     In connection with the Annual Report on Form 10-K of Bob Evans Farms, Inc. (the “Company”) for the fiscal year ended April 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tod P. Spornhauer, Chief Financial Officer, Treasurer and Assistant Secretary of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 28, 2010	By:	/s/ Tod P. Spornhauer
		Tod P. Spornhauer
		Chief Financial Officer, Treasurer and Assistant Secretary

* This certification is being furnished as required by Rule 13a-14(b) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent such certification is explicitly incorporated by reference in such filing.