Stock-Based Compensation Plans

On September 13, 2010, our stockholders approved the Bob Evans Farms, Inc. 2010 Equity and Cash Incentive Plan (the “2010 Plan”). Upon approval, the 2010 Plan became our primary plan under which new stock-based compensation can be granted. At April 24, 2015, there were awards outstanding under the 2010 Plan, as well as previous equity plans adopted in 2006, 1998 and 1992.

The types of awards that may be granted under the 2010 Plan include: stock options, stock appreciation rights, restricted stock, restricted stock units, cash incentive awards, performance shares, performance units, and other awards. The Compensation Committee of the Board of Directors administers the 2010 Plan, including establishing the terms and conditions of the awards. The 2010 Plan allows the Compensation Committee to make awards to any of our employees, consultants, or nonemployee directors. The 2010 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 remaining shares available for issue under the 2006 Equity and Cash Incentive Plan (the “2006 Plan”) became available for issuance under the 2010 Plan effective September 13, 2010.

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 made under the PIP prior to September 11, 2006, were awarded out of, and in accordance with, the 1998 plan. All PIP stock-based awards made from the period September 12, 2006, to June 22, 2010, were awarded out of, and in accordance with, the 2006 Plan. All PIP stock-based awards made subsequent to that date have been awarded out of, and in accordance with, the 2010 Plan.

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 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 fiscal 2015, we granted restricted stock awards ("RSAs") and restricted stock units ("RSUs"). Total stock-based compensation expense from continuing operations in fiscal 2015, fiscal 2014 and fiscal 2013 was $2,967, $7,105 and $8,606 respectively. The related tax benefit recognized was $1,127, $2,700 and $2,642 in fiscal 2015, fiscal 2014 and fiscal 2013, respectively. Expense associated with stock-based compensation is primarily reflected in S,G&A expense.

We issued RSAs and RSUs in fiscal 2015, fiscal 2014 and fiscal 2013. RSAs and RSUs are valued based on the stock closing price on the grant date. RSAs and RSUs typically vest ratably over three years with the exception of awards granted to our non-employee directors, which generally vest in one year. During fiscal 2015, fiscal 2014 and fiscal 2013, we issued treasury shares to satisfy the vesting of restricted awards and stock option exercises.

Stock Options

The following table summarizes option-related activity for fiscal 2015:



Options	Shares Subject to Options		Weighted-Average Exercise Price
Outstanding, Beginning of Year	77,159		$	29.95
Granted	—		—
Exercised	(22,488	)	26.49
Forfeited or expired	(6,639	)	28.35
Outstanding, End of Year	48,032		$	31.79



	Shares	Weighted-Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Options outstanding	48,032	$	31.79	2.98	$	648
Options exercisable	48,032	$	31.79	2.98	$	648

As of April 24, 2015, there was no remaining unrecognized compensation cost related to non-vested stock options. The total intrinsic value of options exercised during fiscal 2015, fiscal 2014 and fiscal 2013 was $567, $8,124 and $2,921, respectively. Cash received from the exercise of options was $534, $13,432 and $8,642 for fiscal 2015, fiscal 2014 and fiscal 2013, 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 2015, fiscal 2014 and fiscal 2013, excess tax benefits of $228; $1,756; and $2,094, respectively, were classified as financing cash flows in the Consolidated Statements of Cash Flows.

Restricted Stock

A summary of the status of our non-vested restricted stock awards and restricted stock units as of April 24, 2015, and changes during fiscal 2015 is presented below:



Restricted Stock Awards	Shares		Weighted-Average Grant Date Fair Value
Non-vested, Beginning of Year	181,961		$	37.53
Granted	64,901		48.77
Vested	(55,875	)	37.99
Forfeited	(35,038	)	40.47
Non-vested, End of Year	155,949		$	41.39



Restricted Stock Units	Shares		Weighted-Average Grant Date Fair Value
Non-vested, Beginning of Year	255,909		$	42.55
Granted	31,564		47.00
Vested	(191,823	)	41.78
Forfeited	(6,783	)	47.79
Non-vested, End of Year	88,867		$	45.40

At April 24, 2015, there was $4,571 of unrecognized compensation cost related to non-vested restricted stock awards and restricted stock units. This cost is expected to be recognized over a weighted-average period of 2.31 and 2.25 years for non-vested RSAs and RSUs, respectively. The total fair value of awards granted during fiscal 2015, fiscal 2014 and fiscal 2013 was $4,649, $9,340 and $7,245, respectively. The total fair value of awards that vested during fiscal 2015, fiscal 2014 and fiscal 2013 was $10,136, $7,813, and $8,268, respectively.

In addition to the shares subject to outstanding options and unvested restricted stock units, approximately 1,450,000 shares were available for grant under the 2010 Plan at April 24, 2015.