EVANS BOB FARMS INC
EXHIBIT 10(Y)
<DOCUMENT>
<TYPE>EX-10.Y
<SEQUENCE>3
<FILENAME>l08543aexv10wy.txt
<DESCRIPTION>EXHIBIT 10(Y)
<TEXT>
<PAGE>
                                                                   EXHIBIT 10(y)

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and entered into as
of this 7th day of July, 2004 (the "EFFECTIVE DATE"), by and between SWH
Corporation, a California corporation, d/b/a Mimi's Cafe (the "COMPANY"), and
Russell W. Bendel, an individual presently residing at 21 Cornflower Street,
Coto de Caza, CA 92679 (the "EXECUTIVE").

                                   WITNESSETH:

         WHEREAS, the Company, all of the equity holders of the Company and Bob
Evans Farms, Inc., a Delaware corporation (the "BOB EVANS"), have entered into
that certain Stock Purchase Agreement, dated as of June 11, 2004 (the "PURCHASE
AGREEMENT"), pursuant to which Bob Evans or its wholly-owned subsidiary will
purchase all of the outstanding capital stock of the Company;

         WHEREAS, the Company desires to retain for itself and the Company
Affiliates (as defined herein) the services of the Executive, and the Executive
desires to be employed by the Company, for the term of this Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the Company and the Executive,
intending to be legally bound, hereby agree as follows:

         1. EMPLOYMENT. The Company hereby employs the Executive as the
President and Chief Executive Officer of the Company, and the Executive accepts
such employment and agrees to perform such duties consistent with the office of
President and Chief Executive Officer and to exercise such authority as are
delegated to him from time to time by the Board of Directors of the Company (the
"COMPANY BOARD"), for the period and upon the other terms and conditions set
forth in this Agreement.

         2. TERM.

                  2.1 TERM OF AGREEMENT. The term of the Executive's employment
hereunder shall commence on the Effective Date and end on the earlier of (i) the
second anniversary of the Effective Date and (ii) the effective date of
termination of employment pursuant to Section 8 hereof (the "TERM"), unless the
parties agree to extend such employment in writing.

                  2.2 EMPLOYMENT SUBSEQUENT TO TERM. Unless an amendment to this
Agreement to extend the Term is executed before the end of the Term, any
employment following expiration of the Term shall be deemed strictly "at will"
although the provisions of this Agreement (exclusive of Sections 5.1, 5.2 and
5.3 and the correlative provisions of Section 8) shall continue to apply to the
parties.

         3. FULL-TIME SERVICE.

                  3.1 SERVICE WITH THE COMPANY. During the Term, unless this
Agreement is terminated prior to the expiration of the Term, the Executive
agrees to provide his full business time and attention to the business of the
Company and the Company Affiliates.
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                  3.2 NO CONFLICTING DUTIES. During the Term, the services of
the Executive shall be provided exclusively to the Company and the Company
Affiliates, and the Executive shall not serve as an officer, director, employee,
consultant or advisor to any other business without the prior written consent of
the Board of Directors of Bob Evans (the "BUYER BOARD"). The Executive hereby
confirms that he is under no contractual commitments inconsistent with his
obligations set forth in this Agreement, and that during the Term, he will not
render or perform services, or enter into any contract to do so, for any other
corporation, firm, entity or person which are inconsistent with the provisions
of this Agreement. Notwithstanding the foregoing, nothing in this Agreement will
prevent the Executive from accepting speaking engagements or from serving on
boards of charitable or professional organizations or trade associations,
provided, however, that such speaking engagements, or any service to such
charitable, professional or trade organizations will not interfere with the
Executive's duties to and employment at the Company.

                  3.3 RIGHT TO INSURE. The Company or any of the Company
Affiliates shall have the right, but not the obligation to secure, in its own
name or otherwise and at its own expense, life, health, accident or other
insurance covering or otherwise insuring the Executive, and the Executive shall
have no right, title or interest in or to any such insurance or any of the
proceeds or benefits thereof. The Executive shall fully assist and cooperate
with the Company in procuring any such insurance, including, without limitation,
by submitting to such examinations, and by signing such applications and other
instruments as may reasonably be required by any insurance carrier to which
application is made by the Company for any such insurance.

         4. COMPENSATION.

                  4.1 BASE SALARY AND BONUS. As compensation for all services to
be rendered by the Executive under this Agreement, the Company shall pay to the
Executive a base annual salary of $325,000 (the "BASE SALARY"), which shall be
paid on a regular basis in accordance with the Company's normal payroll
procedures and policies. The Executive's Base Salary shall be reviewed annually
by the Compensation Committee of the Bob Evans Board (the "COMPENSATION
COMMITTEE") and may be increased or decreased from time to time at the
discretion of the Compensation Committee. The Executive shall be entitled to
participate in the bonus plan established by the Compensation Committee for
executives of the Company, which bonus plan shall be generally consistent with
the bonus plan maintained by the Company prior to the closing of the
transactions contemplated by the Purchase Agreement. Except as otherwise
provided in any such bonus plan, bonuses payable in respect of a particular
period shall be subject to the Executive's continued employment through the end
of that period.

                  4.2 PARTICIPATION IN BENEFIT PLANS. The Executive shall be
entitled to participate, to the extent eligible thereunder, in any and all plans
of Bob Evans providing general benefits for the employees of the Company
Affiliates, as adopted from time to time, including, but not limited to, group
life, hospitalization, disability, medical, dental, profit sharing and 401(k)
savings plans. Bob Evans shall be entitled to adopt, terminate or modify any
benefit plan without any obligation to the Executive other than the obligation
to treat the Executive consistently with the treatment of the other employees of
the Company Affiliates. The Executive's participation in any such plan or
program shall be subject to the provisions, rules and regulations applicable
thereto, and, if applicable, the approval of the Compensation Committee. The
Executive shall be entitled to

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paid vacation consistent with Bob Evans's general vacation policy for employees
set forth its Employee Handbook.

                  4.3 EXPENSES AND PERQUISITES. In accordance with Bob Evans'
policies established from time to time, the Company will pay or reimburse the
Executive for all reasonable and necessary out-of-pocket expenses, including
without limitation, travel, entertainment and professional dues, subject to the
presentment of appropriate documentary proof. In addition, the Executive shall
be provided with a monthly car expense allowance of $800.00.

         5. COMPENSATION UPON THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH
THE COMPANY.

                  5.1 TERMINATION DUE TO DEATH OR DISABILITY OF EXECUTIVE. In
the event the Executive's employment is terminated pursuant to Section 8.1
(Death of Executive) or any illness, injury, accident or condition of either a
physical or psychological nature which, despite reasonable accommodations,
results in the Executive being unable to perform substantially all of the duties
of his employment with the Company for a period of 90 consecutive days or for
180 days in any 365 day period ("DISABILITY"), the Executive's beneficiary or a
beneficiary designated by the Executive in writing to the Company, or in the
absence of such beneficiary, the Executive's estate, shall be entitled to
receive the Executive's then current Base Salary through the date of termination
of employment and shall not otherwise be entitled to any additional
compensation. The foregoing shall be in addition to any insurance proceeds which
the Executive's beneficiary shall be entitled to receive under insurance
programs sponsored by Bob Evans.

                  5.2 TERMINATION PURSUANT TO SECTIONS 8.2 AND 8.3. In the event
that the Executive's employment is terminated pursuant to Section 8.2
(Resignation other than for Good Reason) or Section 8.3 (Termination for Cause),
then he shall not be entitled to any compensation other than his then current
Base Salary which has accrued through the date of termination and shall
otherwise not be entitled to any additional compensation.

                  5.3 TERMINATION PURSUANT TO SECTIONS 8.4 AND 8.5. In the event
that the Executive's employment is terminated pursuant to Section 8.4
(Termination Without Cause) or Section 8.5 (Resignation for Good Reason), the
Company shall continue to pay to the Executive his periodic Base Salary during
the 18 month period following the date of termination of employment, provided,
however, that beginning 12 months following the date of termination of
employment the amount the Company shall pay to the Executive will be off-set by
earnings by the Executive from any employment at a non-Competing Business during
such period, and provided, further, that if the Executive begins employment with
a Competing Business in violation of Section 7.1(b), the Company will have no
obligation to pay the Executive any amount under this Section 5.3.
Notwithstanding the foregoing, in the event that the Executive's employment is
terminated pursuant to Section 8.5(iv), the Company shall continue to pay to the
Executive his periodic Base Salary during the 12 month period following the date
of termination of employment, provided, that beginning the date of termination
of employment the amount the Company shall pay to the Executive will be off-set
by earnings by the Executive from any employment at a non-Competing Business
during such period, and provided, further, that if Executive begins employment
with a Competing Business in violation of Section 7.1(b), the Company will have
no obligation to pay the Executive any amount under this Section 5.3. The right
to receive payment of such amounts shall

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constitute the Executive's sole and exclusive remedy against the Company in
connection with a termination of employment pursuant to Section 8.4 or 8.5. The
obligation of the Company to make payments to the Executive as required under
Section 5.2 or this Section 5.3 is conditioned upon the Executive signing a
release of claims in the form attached hereto as Exhibit A (the "RELEASE")
within 21 days of the date on which the Executive receives or gives, as
applicable, notice of termination of employment and upon the Executive not
revoking the Release thereafter.

                  5.4 MANNER OF PAYMENTS. All payments required to be made by
the Company to the Executive pursuant to this Section 5 shall be paid in the
manner and at the times specified in Section 4.1 hereof.

         6. CONFIDENTIAL INFORMATION. Without the written consent of Bob Evans,
the Executive shall not during the Term or at any time thereafter use or
divulge, furnish, disclose or make accessible (other than in the ordinary course
of the business of the Company for the benefit of the Company and the Company
Affiliates) to anyone for use in any way any confidential or secret knowledge or
information of the Company, Bob Evans or any direct or indirect subsidiary or
affiliate of Bob Evans (Bob Evans and Bob Evans' other subsidiaries and
affiliates are hereinafter referred to as the "COMPANY AFFILIATES") which the
Executive has acquired or become acquainted with or will acquire or become
acquainted with prior to the termination of the period of his employment by the
Company (including employment by the Company prior to the date of this
Agreement), whether developed by himself or by others, concerning any trade
secrets, confidential or secret designs, information related to the siting of
new or existing restaurants, processes, formulae, recipes, software or computer
programs, plans, devices or material (whether or not patented or patentable,
copyrighted or copyrightable) directly or indirectly useful in any aspect of the
business of the Company or any Company Affiliate, any confidential customer or
supplier lists of the Company or any Company Affiliate, any terms of any
relationship with any current or future supplier of the Company or any Company
Affiliate, any confidential or secret development or research work of the
Company or any Company Affiliate, or any other confidential, secret or nonpublic
aspects of the business of the Company or any Company Affiliate. The Executive
acknowledges that the above-described knowledge or information constitutes a
unique and valuable asset of the Company and the Company Affiliates acquired at
great time and expense by the Company and the Company Affiliates, and that any
disclosure or other use of such knowledge or information other than for the sole
benefit of the Company and the Company Affiliates would be wrongful and would
cause irreparable harm to the Company and the Company Affiliates. The foregoing
obligations of confidentiality, however, shall not apply to any knowledge or
information which is now published or which is at any time hereafter published,
other than as a direct or indirect result of the breach of this Agreement by the
Executive.

Nothing in this Agreement shall prevent the Executive from disclosing such
information to the extent such disclosure is required by law or any order of a
court or government authority with jurisdiction; provided, however, that in the
event the Executive becomes legally compelled to disclose any such information,
then prior to making such required disclosure he shall, if possible, provide Bob
Evans with prompt written notice thereof so that Bob Evans may seek a protective
order or other appropriate remedy prior to any such disclosure; and provided,
further, that in the event such protective order or other remedy is not
obtained, the Executive shall furnish only that information which is legally
required and will exercise reasonable efforts to obtain reliable assurance that
confidential treatment will be accorded such information.

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         7. NON-COMPETITION; SOLICITATION OF EMPLOYEES.

                  7.1 NON-COMPETITION.

                        (a) During the Term, Executive shall not engage, either
directly or indirectly, as a principal or for his own account or solely or
jointly with others, or as a stockholder or equity owner of, or officer,
director, employee or consultant of, any corporation or other entity engaged in
any business in any state within the United States of America that competes with
the business of the Company; provided, that nothing herein shall prohibit the
acquisition by the Executive of an interest representing 5% or less of the
outstanding shares of any publicly-traded corporation engaged in a competitive
business. Notwithstanding anything in this Agreement (including Sections 7.1(a)
and 7.1(b)) to the contrary, the Company hereby acknowledges that, prior to the
execution of this Agreement, Executive invested $25,000 in CWH, LLC d/b/a The
Lazy Dog Restaurants (the "Investment") and the Company agrees that the
Investment shall not constitute a violation of Sections 7.1(a) or (b) of this
Agreement; provided, however, that the Executive shall not make any further
investment in, provide any advice to, or be involved in the management or
operations of CWH, LLC, or otherwise take any action with respect to CWH, LLC
that would be prohibited by this Agreement.

                        (b) During the three (3) year period following the
termination of the Executive's employment with the Company (whether voluntary or
involuntary), the Executive shall not engage, either directly or indirectly, as
a principal or for his own account or solely or jointly with others, or as a
stockholder or equity owner of, or officer, director, employee or consultant of,
any corporation or other entity, engaged in any restaurant business in any state
within the United States of America that (i) is in the "upscale family casual"
category; (ii) has a guest check average within 20% (plus or minus) of the
Company's guest check average; and (iii) has a menu, theme or decor that is
similar to the menu, theme or decor of the Company's restaurants (a "COMPETING
BUSINESS"); provided, that nothing herein shall prohibit the acquisition by
Executive of an interest representing 5% or less of the outstanding shares of a
publicly-traded Competing Business.

                   7.2 AGREEMENT NOT TO SOLICIT EMPLOYEES. The Executive agrees
that during the Term, and for the 18 month period following the termination of
his employment with the Company (whether voluntary or involuntary), he shall
not, either directly or indirectly, on his own behalf or in the service or on
behalf of others, solicit or divert, or attempt to solicit or divert any person
then employed by the Company.

                  7.3 AGREEMENT NOT TO HIRE EMPLOYEES OR SENIOR MANAGEMENT. The
Executive agrees that during the Term, and for the 18 month period following the
termination of his employment with the Company (whether voluntary or
involuntary), he shall not, either directly or indirectly, on his own behalf or
in the service or on behalf of others, hire or attempt to hire any person then
employed by the Company as a general manager, marketing partner, operating
partner or senior management.

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         8. TERMINATION PRIOR TO EXPIRATION OF THE TERM.

                  8.1 DEATH OR DISABILITY OF EXECUTIVE. The Executive's
employment shall terminate immediately upon the death of the Executive or at the
option of the Company upon Disability of the Executive.

                  8.2 RESIGNATION OTHER THAN FOR GOOD REASON. Other than in
connection with a Resignation for Good Reason as set forth in Section 8.5, the
Executive may resign from the Company at any time following one month prior
written notice to the Company and provided the Executive agrees to cooperate
with the Company and provide reasonable assistance in the appointment and
training of a successor for a period of one month following the date of
resignation. In connection therewith, if applicable, the Executive shall also
resign as an officer and/or director of the Company.

                  8.3 TERMINATION FOR CAUSE. The Company may terminate the
Executive's employment at any time for Cause (as hereinafter defined)
immediately upon written notice to the Executive, provided that nothing
contained in this Section 8.3 shall limit or otherwise modify the Executive's
right to contest in the manner set forth in Section 11.2 below the Company's
determination that such termination is for Cause. Such written notice shall set
forth with reasonable specificity the Company's basis for such termination. For
purposes of this Agreement, "CAUSE" for Executive's termination will exist at
any time after the happening of one or more of the following events, in each
case as determined in good faith by the Company Board:

                  (a) the Executive's

                        (i) willful misconduct or gross negligence in the
performance of his duties hereunder which is not remedied (if remediable) within
ten (10) working days after written notice from the Company Board, which written
notice shall state that failure to remedy such conduct may result in termination
for Cause, or

                        (ii) refusal to comply in any material respect with the
legal directives of the Company Board so long as such directives are not
inconsistent with the Executive's position and duties, or a breach of this
Agreement or any written policy of the Company or Bob Evans not remedied (if
remediable) within ten (10) working days after written notice from the Company
Board, which written notice shall state that failure to remedy such conduct may
result in termination for Cause;

                  (b) the Executive's deliberate attempt to do injury to the
Company or any Company Affiliate;

                  (c) the Executive's deliberate conduct that is reasonably
likely to materially discredit the Company or any Company Affiliate or
materially damage the reputation of the Company or any Company Affiliate;

                  (d) the Executive's commission of any act of fraud, willful
misrepresentation, misappropriation, embezzlement or any act of similar gravity
involving moral turpitude;

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                  (e) the Executive's abuse of controlled substances or alcohol
which materially impairs the goodwill or business of the Company or any Company
Affiliate or causes material damage to its property, goodwill or business, or
impairs the Executive's fulfillment of his responsibilities to the Company; or

                  (f) the Executive's commission of a felony that is reasonably
likely to cause material harm to the standing and reputation of the Company or
any Company Affiliate.

                  8.4 TERMINATION WITHOUT CAUSE. The Company shall have the
absolute right to terminate the Executive's employment Without Cause (as
hereinafter defined) at any time upon written notice to the Executive.
Termination "WITHOUT CAUSE" shall mean termination of employment on any basis
other than the expiration of the Term or the termination of the Executive's
employment hereunder pursuant to Sections 8.1, 8.2, 8.3 or 8.5. No exercise by
the Company of its rights under this Section 8.4 shall under any circumstances
be deemed to constitute (i) a breach by the Company of any term of this
Agreement, express or implied (including without limitation any breach of any
covenant of good faith and fair dealing); (ii) a wrongful discharge or
termination of the Executive's employment; (iii) a wrongful deprivation of the
Executive's corporate office, or damage or injury to his reputation; or (iv) a
violation of any other duty owed by the Company to the Executive (whether in
contract or tort), unless any of the foregoing shall result from the
determination by the Company to terminate the Executive's employment which
constitutes a violation by the Company of any federal, state of municipal
statute, ordinance, rule or regulation, respecting which the parties may not
contract otherwise.

                  8.5 RESIGNATION FOR GOOD REASON. Executive may resign from the
Company at any time following 20 working days written notice to the Company that
the Executive intends to resign from the Company for "Good Reason" (as
hereinafter defined). Such written notice shall set forth with reasonable
specificity the Executive's basis for such intended resignation for Good Reason.
"GOOD REASON," when used in connection with the resignation by the Executive of
his employment, means that any of the following has occurred: (i) the Executive
is directed to perform an act that he reasonably believes to be in contravention
of law, or which the Executive reasonably believes would subject the Company or
him to material liability, despite his express objection addressed to the
Company Board with respect to such action, (ii) there has been any material
adverse change in the nature or scope of the Executive's responsibilities, or
the Executive is assigned duties that are materially inconsistent with his
duties as set forth in this Agreement, (iii) there is any material reduction in
the Executive's compensation or benefits (other than as a result of a change in
benefits consistently applied to senior management of the Company), (iv) the
Executive is not permitted by the Company to take an unpaid leave of absence
related to the serious illness of a member of his immediate family, or other
personal emergency, or non-business related circumstances which would normally
have been the basis for unpaid leave of absence under Bob Evans' general
policies or past practice relating to managerial or executive level employees,
(v) there is a material failure, after ten (10) days notice and opportunity to
cure, by the Company to perform any of its obligations to the Executive under
this Agreement or (vi) the Company relocates its executive office to a location
more than twenty-five (25) miles from Tustin, California.

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                  8.6 SURRENDER OF RECORDS AND PROPERTY. Upon termination of his
employment with the Company, the Executive shall deliver promptly to the Company
all records, manuals, books, blank forms, documents, letters, memoranda, notes,
notebooks, reports, data, tables, calculations or copies thereof, which are the
property of the Company or any Company Affiliate and which relate in any way to
the business, products, practices or techniques of the Company or any Company
Affiliate, and all other property, trade secrets and confidential information of
the Company and the Company Affiliates, including, but not limited to, all
documents which in whole or in part contain any trade secrets or confidential
information of the Company and the Company Affiliates, which in any of these
cases are in his possession or under his control.

         9. ASSIGNMENT. This Agreement shall not be assignable, in whole or in
part, by either party without the written consent of the other party, except
that the Company may, without the consent of the Executive, assign its rights
and obligations under this Agreement to any Company Affiliate or to any
corporation, firm or other business entity (i) with or into which the Company
may merge or consolidate or (ii) to which the Company may sell or transfer all
or substantially all of its assets. Upon such assignment by the Company, the
Company shall obtain the assignee's written agreement enforceable by the
Executive to assume and perform, from and after the date of such assignment, the
terms conditions, and provisions imposed by this Agreement upon the Company.
After any such assignment by the Company and such written agreement by the
Assignee, the Company shall be discharged from all further liability hereunder
and such assignee shall thereafter be deemed to be the Company for the purposes
of all provisions of this Agreement including this Section 9.

         10. INJUNCTIVE RELIEF. The Executive agrees that it would be difficult
to compensate the Company fully for damages for any violation of the provisions
of this Agreement, including without limitation the provisions of Sections 6 and
7. Accordingly, the Executive specifically agrees that the Company shall be
entitled to temporary and permanent injunctive relief to enforce the provisions
of this Agreement. This provision with respect to injunctive relief shall not,
however, diminish the right of the Company to claim and recover damages in
addition to injunctive relief. The Executive acknowledges that the services to
be rendered by the Executive under this Agreement, and the rights and privileges
granted to the Executive by the Company hereunder, are of a special, unique,
extraordinary and intellectual character which gives them a peculiar and special
value, the loss of which cannot be reasonably or adequately compensated in
damages in an action at law, and a breach by the Executive of any of the
provisions hereof will cause the Company and the Company Affiliates great and
irreparable injury. The Executive acknowledges that the Company shall,
therefore, be entitled, in addition to any other remedies which it may have
under this Agreement or at law, to receive injunctive and other equitable relief
(including without limitation specific performance) to enforce any of the rights
and privileges of the Company or any of the covenants or obligations of the
Executive hereunder. Nothing contained herein, and no exercise by the Company of
any right or remedy, shall be construed as a waiver by the Company of any other
rights or remedies which the Company may have.

         11. MISCELLANEOUS.

                  11.1 GOVERNING LAW. This Agreement is made under and shall be
governed by and construed in accordance with the laws of the State of California
without regard to conflicts of law principles of the State of California.

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                  11.2 BINDING ARBITRATION. The Executive and the Company agree
that, to the extent permitted by law and with the exception of claims for
injunctive relief which either party may bring in court, any controversy,
dispute or claim between them, or their successors or assigns (or against any
employee, agent, officer, or director of Company) relating to or arising out of
this Agreement, the employment relationship between the Executive and the
Company, or the termination thereof (including, but not limited to, any claims
for harassment, retaliation, discrimination, or wrongful termination pursuant to
the California Fair Employment and Housing Act, Title VII, the Americans with
Disabilities Act, the Age Discrimination in Employment Act, or any similar
provision of state or federal statutory or common law, or any claims asserted by
the Company arising out of or relating to this Agreement, the employment
relationship between the Executive and the Company, or the termination thereof)
shall be submitted to final and binding arbitration, to be held in the County of
Los Angeles before a neutral arbitrator in accordance with and pursuant to the
employment dispute rules of JAMS in effect at the time or any similar successor
rules except as set forth below. The arbitrator shall have no power to modify
the provisions of this paragraph or to make an award or impose a remedy that is
not available to a court of general jurisdiction sitting in the County of Los
Angeles, and the jurisdiction of the arbitrator is limited accordingly. The
Company shall pay the fees and costs of the arbitrator. The arbitrator shall
apply California substantive law, including any applicable statutes of
limitation. Adequate discovery will be permitted by the arbitrator consistent
with applicable law and the objectives of arbitration. The award of the
arbitrator, which shall be in writing summarizing the basis for the decision,
shall be final and binding upon the parties (subject only to limited review as
required by law) and may be entered as a judgment in any California court of
competent jurisdiction, and the parties hereby consent to the jurisdiction of
the courts of the State of California.

                  11.3 PRIOR AGREEMENTS. This Agreement contains the entire
agreement of the parties relating to the subject matter hereof and supersedes
all prior agreements and understandings with respect to such subject matter, and
the parties hereto have made no agreements, representations or warranties
relating to the subject matter of this Agreement which are not set forth herein.

                  11.4 NON-DISCLOSURE. The Executive will not disclose the terms
of this Agreement to any other employee of the Company without the prior written
consent of Bob Evans.

                  11.5 WITHHOLDING TAXES. The Company may withhold from all
compensation payable pursuant hereto all sums required to be withheld under all
federal, state and city laws, or governmental regulation or ruling, with respect
to payment of compensation, benefits or perquisites.

                  11.6 AMENDMENTS. No amendment or modification of this
Agreement shall be deemed effective unless made in writing signed by the parties
hereto.

                  11.7 NO WAIVER. No term or condition of this Agreement shall
be deemed to have been waived nor shall there be any estoppel to enforce any
provisions of this Agreement, except by a statement in writing signed by the
party against whom enforcement of the waiver or estoppel is sought. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.

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                  11.8 SEVERABILITY. To the extent any provision of this
Agreement shall be invalid or unenforceable, it shall be considered deleted and
the remainder of such provision and of this Agreement shall be unaffected and
shall continue in full force and effect. In furtherance and not in limitation of
the foregoing, should the duration or geographical extent of, or business
activities covered by any provision of this Agreement be in excess of that which
is valid and enforceable under applicable law, then such provision shall be
construed to cover only that duration, extent or activities which may validly
and enforceably be covered. The Executive acknowledges the uncertainty of the
law in this respect and expressly stipulates that this Agreement shall be given
the construction which renders the provisions valid and enforceable to the
maximum extent (not exceeding its express terms) possible under applicable law.

                  11.9. SURVIVAL. Sections 5, 6, 7, 10, and 11 shall survive
termination of this Agreement.

                  11.10. SUPERCESSION. This Agreement supercedes and replaces
any prior agreement, whether oral or written, relating to the subject matters of
this Agreement, including, without limitation, that certain Employment
Agreement, dated as of April 1, 2004, by and between the Executive and the
Company (the "PRIOR EMPLOYMENT AGREEMENT"), which Prior Employment Agreement is
hereby terminated by the parties hereto effective upon the execution and
delivery of this Agreement.

                  11.11. NOTICES. All notices or other communications required
or permitted hereunder shall be in writing and shall be deemed given or
delivered when delivered personally or four (4) days after being mailed by
registered or certified mail, return receipt requested, or one (1) day after
being sent by private overnight courier addressed as set forth below, or if sent
by facsimile transmission, on the first business day after transmission provided
that an original copy has been deposited in the U.S. mail:

         If to Executive, to:

         Russell W. Bendel
         21 Cornflower Street
         Coto de Caza, CA 92679

         With a copy to:

         Michael E. Flynn, Esq.
         Stradling Yocca Carlson & Rauth
         660 Newport Center Drive
         Suite 1600
         Newport Beach, CA 92660

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         If to the Company, to:

         SWH Corporation
         17852 East 17th Street
         South Building, Suite 108
         Tustin, California 92780
         Attention: Chief Financial Officer

         With copies to:

         Bob Evans Farms, Inc.
         Corporate Headquarters
         3776 South High Street
         Columbus, OH 43207
         Attention: Stewart K. Owens and Donald J. Radkoski

         Vorys, Sater, Seymour and Pease LLP
         52 East Gay Street
         Columbus, Ohio 43215
         Attention: Webb I. Vorys, Esq. and Ronald A. Robins, Jr., Esq.

or to such other address as such party may indicate by a notice delivered to the
other party hereto.

      [Remainder of page intentionally left blank; signature page follows]

                                      * * *

                                       11
<PAGE>
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.

                                  THE COMPANY:

                                  By:  /s/ Stewart Owens
                                       -----------------------------------------
                                       Name: Stewart Owens
                                       Title: Vice Chairman

                                  THE EXECUTIVE:

                                  /s/ Russell W. Bendel
                                  ----------------------------------------------
                                  Russell W. Bendel

                                       12
<PAGE>
                                                                       EXHIBIT A

                                     FORM OF
                                RELEASE OF CLAIMS

         FOR AND IN CONSIDERATION OF the pay and benefits to be provided to me
in connection with the termination of my employment, as set forth in the
Employment Agreement between me and SWH Corporation d/b/a Mimi's Cafe, a
California corporation (the "Company"), dated as of July ___, 2004 (the
"Agreement"), which are conditioned upon my signing this Release of Claims and
to which I am not otherwise entitled, and for other good and valuable
consideration, I, on my own behalf and on behalf of my heirs, executors,
beneficiaries and personal representatives, and all others connected with me,
hereby release and forever discharge the Company, the Company Affiliates (as
defined in the Agreement) and all of their respective past and present officers,
directors, shareholders, employees, agents, general and limited partners,
members, managers, joint venturers, representatives, successors and assigns, and
all others connected with any of them, both individually and in their official
capacities, from any and all causes of action, rights and claims, of any nature
or type, known or unknown, which I have had in the past, now have, or might now
have, through the date of my signing of this Release of Claims, including, but
not limited to, any such causes of action, rights or claims in any way resulting
from, arising out of or connected with my employment by, investment in, or other
relationship with the Company or any of the Company Affiliates or the
termination of that employment, investment and/or relationship or pursuant to
any federal, state or local law, regulation or other requirement (including
without limitation Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Americans with Disabilities Act, and the
fair employment practices laws of the state or states in which I have provided
services to the Company or the Company Affiliates, each as amended from time to
time); provided that nothing herein shall be a release of my rights to enforce
any provision of the Agreement.

         In signing this Release of Claims, I acknowledge that I have had a
reasonable amount of time to consider the terms of this Release of Claims and
that I am signing this Release of Claims voluntarily and with a full
understanding of its terms.

         In signing this Release of Claims, I acknowledge my understanding that
I may not sign it prior to the termination of my employment, but that I may
consider the terms of this Release of Claims for up to 21 days (or such longer
period as the Company may specify) from the later of the date my employment with
the Company terminates or the date I receive this Release of Claims. I also
acknowledge that I am advised by the Company and the Company Affiliates to seek
the advice of an attorney prior to signing this Release of Claims; that I have
had sufficient time to consider this Release of Claims and to consult with an
attorney, if I wished to do so, or to consult with any other person of my
choosing before signing; and that I am signing this Release of Claims
voluntarily and with a full understanding of its terms.

         I further acknowledge that, in signing this Release of Claims, I have
not relied on any promises or representations, express or implied, that are not
set forth expressly in the Agreement. I understand that I may revoke this
Release of Claims at any time within seven (7) days of the date of my signing by
written notice to the Chief Financial Officer of the Company and that this
<PAGE>
Release of Claims will take effect only upon the expiration of such seven-day
revocation period and only if I have not timely revoked it.

         WITH RESPECT TO THE MATTERS HEREIN STATED AS THE SUBJECT OF RELEASE, I
DO HEREBY WAIVE AND RELINQUISH ANY AND ALL RIGHTS WHICH I MAY HAVE UNDER THE
PROVISIONS OF SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH
SECTION READS AS FOLLOWS:

         "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."

         Intending to be legally bound, I have signed this Release of Claims
under seal as of the date written below.

Signature:
          -------------------------------------------

Name (please print):
                    ---------------------------------

Date Signed:
            -----------------------------------------

                                       2

</TEXT>
</DOCUMENT>
