EVANS BOB FARMS INC
EXHIBIT 10(O)
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<TYPE>EX-10.O
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<FILENAME>l95410aexv10wo.txt
<DESCRIPTION>EXHIBIT 10(O)
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                                                                   EXHIBIT 10(o)
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                              BOB EVANS FARMS, INC.
                           FIRST AMENDED AND RESTATED
                                      1992
                         NONQUALIFIED STOCK OPTION PLAN
                    (REFLECTS AMENDMENTS THROUGH MAY 1, 2002)





<PAGE>


                              BOB EVANS FARMS, INC.
                           FIRST AMENDED AND RESTATED
                                      1992
                         NONQUALIFIED STOCK OPTION PLAN
                    (REFLECTS AMENDMENTS THROUGH MAY 1, 2002)

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                                                                                                                PAGE

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PREAMBLE..........................................................................................................1

ARTICLE I             DEFINITIONS AND USAGE.......................................................................1
    Section 1.1       Definitions.................................................................................1
    Section 1.2       Usage.......................................................................................3

ARTICLE II            ADMINISTRATION..............................................................................3
    Section 2.1       General.....................................................................................3
    Section 2.2       Authority of the Committee..................................................................3
    Section 2.3       Board Review of Committee Actions...........................................................4

ARTICLE III           STOCK AVAILABLE UNDER THE PLAN..............................................................4
    Section 3.1       Common Shares Available.....................................................................4
    Section 3.2       Adjustment in Shares........................................................................4

ARTICLE IV            ELIGIBILITY.................................................................................5

ARTICLE V             STOCK OPTIONS...............................................................................5
    Section 5.1       Grant of Stock Option.......................................................................5
    Section 5.2       Conditions of Stock Options.................................................................5
    Section 5.3       Option Price and Term.......................................................................5
    Section 5.4       Exercise of Stock Options...................................................................6
    Section 5.5       Non-transferability of Options..............................................................6
    Section 5.6       Exercisability Upon Death...................................................................6
    Section 5.7       Exercisabilitv Upon Other Separation From Employment........................................7

ARTICLE VI            EVENTS OCCURRING AFTER GRANT OF STOCK OPTIONS...............................................7

ARTICLE VII           AMENDMENT AND TERMINATION...................................................................8
    Section 7.1       Amendment and Termination of Plan...........................................................8
    Section 7.2       Term of Plan................................................................................8

ARTICLE VIII          GENERAL PROVISIONS..........................................................................8
    Section 8.1       Stock Transfer Restrictions.................................................................8
    Section 8.2       No Guarantee of Employment..................................................................8
    Section 8.3       Income Tax Payment..........................................................................9
    Section 8.4       Governing Law...............................................................................9
    Section 8.5       Limitation of Payment.......................................................................9
    Section 8.6       Proceeds and Expenses.......................................................................9
    Section 8.7       Severability................................................................................9

ARTICLE IX            INDEMNIFICATION.............................................................................9
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ARTICLE X             EFFECTIVE DATE OF PLAN.....................................................................10
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                              BOB EVANS FARMS, INC.
                           FIRST AMENDED AND RESTATED
                                      1992
                         NONQUALIFIED STOCK OPTION PLAN
                    (REFLECTS AMENDMENTS THROUGH MAY 1, 2002)


                                    PREAMBLE

         WHEREAS, Bob Evans Farms, Inc. (the "Company") has adopted the Bob
Evans Farms, Inc. Supplemental Executive Retirement Plan (now known as the Bob
Evans Farms, Inc. and Affiliates 2002 Second Amended and Restated Supplemental
Executive Retirement Plan) (the "SERP");

         WHEREAS, on April 17, 1992, the Company adopted the Bob Evans Farms,
Inc. Nonqualified Stock Option Plan as a means to pay benefits earned under the
SERP; and

         WHEREAS, the Company intended the Plan to be operated in a manner
consistent with the provisions of the SERP without affecting the unfunded status
of the SERP;

         WHEREAS, the Company desires to amend and restate the Plan;

         NOW, THEREFORE, the Company hereby amends and restates the Plan by
adoption of the Bob Evans Farms, Inc. First Amended and Restated 1992
Nonqualified Stock Option Plan as hereinafter provided:


                                    ARTICLE I
                              DEFINITIONS AND USAGE

         Section 1.1 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:

         "BOARD" means the Board of Directors of the Company.

         "COMMITTEE" means the committee of the Board appointed by the Board in
         accordance with Section 2.1 of this Plan.

         "COMMON SHARE" means a share of common stock, par value $0.01 per
         share, of the Company.

         "COMPANY" means Bob Evans Farms, Inc., a corporation organized under
         the laws of the State of Delaware, or any successor organization.

         "DISINTERESTED DIRECTOR" shall mean a nonemployee director within the
         meaning set forth in Rule 16b-3(b)(3) as promulgated by the Securities
         and Exchange Commission under the Securities Exchange Act of 1934, or
         any successor definition adopted by the Securities and Exchange
         Commission.

<PAGE>

         "FAIR MARKET VALUE" means as of any day (a) the last reported closing
         price for a Common Share on the NASDAQ National Market System or on any
         securities exchange on which the Common Shares may be listed for the
         day as of which such determination is being made or, if there was no
         sale of Common Shares so reported for such day, on the most recently
         preceding day on which there was such a sale or (b) if the Common
         Shares are not listed or admitted to trading on the NASDAQ National
         Market System or on any securities exchange on the day as of which the
         determination is being made, the amount determined by the Committee to
         be the fair market value of a Common Share on such day.

         "OPTIONEE" means a Participant or any other person who may exercise a
         Stock Option pursuant to the terms of this Plan.

         "OPTION PRICE" means the price at which a Common Share may be purchased
         upon exercise of a Stock Option.

         "PARTICIPANT" means an employee to whom a Stock Option is granted
         pursuant to this Plan.

         "PLAN" means the Bob Evans Farms, Inc. Nonqualified Stock Option Plan
         as amended and restated in the form of the Bob Evans Farms, Inc. First
         Amended and Restated 1992 Nonqualified Stock Option Plan and as it may
         be amended from time to time.

         "RETIREMENT" means separation from employment with the Company and each
         of its wholly-owned subsidiaries on or after the date the person both
         has attained age fifty-five (55) and is credited with at least ten (10)
         years of service (as determined under the SERP).

         "SERP" means the Bob Evans Farms, Inc. Supplemental Executive
         Retirement Plan, now known as the Bob Evans Farms, Inc. and Affiliates
         2002 Second Amended and Restated Supplemental Executive Retirement Plan
         and as it may be amended from time to time.

         "STOCK OPTION" means any option to purchase Common Shares that is
         granted pursuant to this Plan.

         "TERMINATION DATE" means the date that is five (5) years after the
         earlier of: (a) the date the Participant attains age sixty-five (65);
         or (b) the date the Participant dies.

         "WAITING PERIOD" means the period that begins on the date of a Stock
         Option grant, and ends on the earlier of the date as of which a
         Participant attains age fifty-five (55) and is credited with at least
         ten (10) years of service (as determined under the SERP) while employed
         by the Company or any of its wholly-owned subsidiaries, or the date the
         Participant attains age sixty-two (62) while employed by the Company or
         any of its wholly-owned subsidiaries; provided, however, that


                                       2
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         no Waiting Period shall end prior to the date which is six months
         following the date of such grant.

         Section 1.2 USAGE. Except where otherwise indicated by the context, any
masculine terminology used herein also shall 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
                                 ADMINISTRATION

         Section 2.1 GENERAL. The Plan shall be administered by the Committee,
which shall be comprised of not less than three (3) Disinterested Directors
appointed by the Board. Members of the Board who qualify as Disinterested
Directors shall perform the functions of the Committee if at any time the Board
has not appointed members to comprise the Committee. The term of any member of
the Committee shall be determined by the Board, and any member of the Committee
may be removed for any reason by action of the Board.

         Section 2.2 AUTHORITY OF THE COMMITTEE. The Committee shall have the
                     authority to:

         (a)      Determine, pursuant to the terms of the SERP, the number of
                  Common Shares to be covered by a Stock Option;

         (b)      Determine the terms and conditions, not inconsistent with the
                  terms of this Plan, of any Stock Option granted hereunder,
                  including, but not limited to, the Fair Market Value of a
                  Common Share for purposes of determining the Option Price, any
                  restriction or limitation or any vesting acceleration or
                  forfeiture waiver regarding any Stock Option and/or the Common
                  Shares relating thereto, based on such factors as the
                  Committee shall determine in its sole discretion;

         (c)      Grant Stock Options in accordance with the terms of this Plan;

         (d)      Adopt, alter and repeal such administrative rules, guidelines
                  and practices governing this Plan as it shall from time to
                  time deem advisable;

         (e)      Amend the terms of any Stock Option theretofore granted,
                  prospectively or retroactively; provided, however, that no
                  such amendment shall be inconsistent with the provisions of
                  Article III of this Plan, and no such amendment shall impair
                  the rights of the Optionee without the consent of the
                  Optionee;

         (f)      Interpret the terms and provisions of this Plan and any Stock
                  Option issued under this Plan (and any agreements relating
                  thereto); and


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         (g)      Otherwise supervise the administration of this Plan.

The Committee may make any decision or take any action under this Plan only by a
meeting of a majority of the Committee members or by written action without a
meeting signed by all members of the Committee.

         Section 2.3 BOARD REVIEW OF COMMITTEE ACTIONS. Any decision made or
action taken by the Committee pursuant to the provisions of this Plan may be
reviewed and approved or disapproved by the Board. Notwithstanding the preceding
sentence, any decision or action by the Committee with respect to the timing of
a Stock Option grant, the Option Price for Common Shares under a Stock Option,
and the number of Common Shares covered by a Stock Option, shall be made solely
by the Committee.


                                   ARTICLE III
                         STOCK AVAILABLE UNDER THE PLAN

         Section 3.1 COMMON SHARES AVAILABLE. The total number of Common Shares
for which Stock Options may be granted under this Plan shall be six hundred
fifty thousand (650,000), subject to any adjustment as set forth in Section 3.2.
The Common Shares for which Stock Options may be granted under this Plan may
consist, in whole or in part, of authorized but unissued shares or treasury
shares. My Common Shares that cease to be subject to a Stock Option in
accordance with Section 5.3 or 5.7 shall become available in connection with
further Stock Options granted under this Plan, unless this Plan is or has been
terminated at the time of such cessation.

         Section 3.2 ADJUSTMENT IN SHARES. In the event of:

         (a)      a merger or consolidation of the Company with another
                  corporation as a result of which the Company is not the
                  surviving corporation;

         (b)      a transfer of all or substantially all of the assets of the
                  Company to another corporation;

         (c)      a recapitalization, reorganization or restructuring of the
                  Company; or

         (d)      a stock dividend payment, or a combination, split-up, or
                  reclassification of, or substitution of other securities for,
                  outstanding Common Shares,

         The Committee in its sole discretion may take such action: (i) to
         provide that Participants to whom Stock Options were granted prior to
         the applicable event have rights in a proportionate number of Common
         Shares after the event as were covered by such outstanding Stock
         Options immediately prior to such event; (ii) to substitute property or
         other securities for Common Shares covered by any outstanding Stock
         Options at the time of the applicable event, or (iii) to adjust the
         aggregate number of Common Shares available under this Plan.



                                       4
<PAGE>
         Any adjustment pursuant to this Section 3.2 in the number of Common
Shares available under this Plan or in the number of Common Shares covered by
existing Stock Options (both on an individual Stock Option basis and in the
aggregate) shall be a whole number, and any fraction that may otherwise result
as a result of the operation of this Section 3.3 shall be rounded to the nearest
whole number.

                                   ARTICLE IV
                                   ELIGIBILITY

         Officers and other key executives of the Company or any of its
wholly-owned subsidiaries who participate in the SERP are eligible to be granted
Stock Options under this Plan.


                                    ARTICLE V
                                  STOCK OPTIONS

         Section 5.1 GRANT OF STOCK OPTION. The Committee, in its discretion,
may grant Stock Options during any year as necessary to provide benefits earned
under the SERP.

         Section 5.2 CONDITIONS OF STOCK OPTIONS. Each Stock Option granted
under this Plan shall be subject to the terms and conditions set forth in this
Article V. Each Stock Option granted under this Plan shall be evidenced by an
Option Agreement setting forth:

         (a)      the effective date of the Stock Option grant;

         (b)      the number of Common Shares covered by the Stock Option;

         (c)      the period during which the Stock Option may be exercised;

         (d)      the Option Price; and

         (e)      any additional terms and conditions, not inconsistent with the
                  terms of this Plan, as the Committee shall deem appropriate.

Each Option Agreement shall be executed by the Company and the Participant.

         Section 5.3 OPTION PRICE AND TERM. The Option Price for a Common Share
that may be purchased pursuant to the exercise of a Stock Option shall be not
less than fifty percent (50%) of the Fair Market Value of a Common Share at the
time of grant. The period during which a Stock Option may be exercised shall
commence on the day after the Waiting Period has expired and shall end on the
Termination Date (unless otherwise provided in Section 5.6, 5.7 or Article VI).
Any Stock Option that has not been exercised (in whole or in part) as of the
last day of the period during which such Stock Option may be exercised shall be
forfeited.


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<PAGE>

         Section 5.4       EXERCISE OF STOCK OPTIONS.

         (a)      EFFECTIVE EXERCISE OF OPTION. An Optionee may exercise a Stock
Option in whole or in part at any time and from time to time during the period
within which a Stock Option may be exercised. To exercise a Stock Option, an
Optionee shall:

                  (i)      give written notice of exercise to the secretary of
                           the Company specifying the number of Common Shares to
                           be purchased;

                  (ii)     provide payment of the Option Price for such Common
                           Shares by cash or check payable to the order of the
                           Company, or by Common Shares (properly endorsed for
                           transfer in negotiable form), or a combination of
                           Common Shares and cash or check; and

                  (iii)    deliver the Option Agreement relating to the Stock
                           Option to the secretary of the Company, who shall
                           endorse a notation of the exercise on the Option
                           Agreement and return it to the Optionee.

An Optionee shall be treated for all purposes as the owner of record of the
number of Common Shares purchased pursuant to the exercise of the Stock Option
(in whole or in part) as of the date the conditions set forth in preceding
sentence are satisfied. Notwithstanding the foregoing, no exercise of a Stock
Option shall be effective until the Common Shares subject to this Plan have been
registered or qualified for sale under appropriate federal and state securities
laws, and this Plan is approved by the holders of Company stock having a
majority of the voting power of all stock represented at a meeting duly held in
accordance with Delaware law within twelve (12) months after this Plan is
adopted by the Board.

         (b)      DISTRIBUTION UPON EXERCISE. Upon the effective exercise of a
Stock Option (in whole or in part) in accordance with Subsection (a), the
Committee shall deliver to the Optionee the number of Common Shares for which
the Stock Option is exercised.

         Section 5.5 NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be
transferable by a Participant to whom such Stock Option has been granted, other
than by will or the laws of descent and distribution or pursuant (but only to
the extent applicable) to a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement
Income Security Act of 1974, as amended, and such Stock Option shall be settled
only with respect to such Participant, or if applicable, his guardian, legal
representative or beneficiary.

         Section 5.6 EXERCISABILITY UPON DEATH. The legal representative of the
estate of, or the legatee of, a Participant who dies while employed by the
Company or any of its wholly-owned subsidiaries, may exercise any Stock Options
granted to such Participant that have not been exercised by the Participant
prior to his death. For purposes of this Section, the Waiting Period for any
Stock Options that have not been exercised upon the death of the Participant
shall be deemed to have ended as of the date of such death. The exercise of such
Stock Options shall be


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<PAGE>

subject to the terms of this Plan, including the period within which such Stock
Options may be exercised (as modified by the preceding sentence) and the
conditions that must be satisfied to effectively exercise such Stock Options.

         Section 5.7 EXERCISABILITV UPON OTHER SEPARATION FROM EMPLOYMENT. A
Stock Option shall cease to be exercisable and shall be forfeited upon a
Participant's separation from employment with the Company or any of its
wholly-owned subsidiaries for any reason other than death or Retirement, unless
the Committee in its sole discretion determines that the Participant shall be
permitted to exercise such Stock Option (in whole or in part) upon such terms
and conditions determined at the time of such separation.


                                   ARTICLE VI
                  EVENTS OCCURRING AFTER GRANT OF STOCK OPTIONS

         If, prior to the exercise of any outstanding Stock Options,

         (a)      With respect to a Participant who is a party to a change in
                  control agreement and to which the Company also is a party
                  ("Change Agreement"), a "change in control' occurs as defined
                  in (and subject to the terms of) that Participant's Change
                  Agreement; or

         (b)      With respect to all Participants, there occurs approval by the
                  Company's stockholders of 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 before the merger have
                  the same proportionate ownership of shares of the surviving
                  corporation immediately after the merger as immediately before
                  or (ii) 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 "related
                  entities" (for purposes of this definition, (i) "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 and (ii) "related
                  entity" means (A) an entity related to the Company by
                  application of Internal Revenue Code of 1986, as amended
                  ("Code") Sections 414(b) and (c), as modified by Code Section
                  415(h) or (B) an affiliated service group [as defined in Code
                  Section 414(m)] or other organization described in Code
                  Section 414(o) that includes the Company),

and (i) as to the Participants described in both Article VI(a) and (b) if,
within 36 months after the occurrence of an event described in Article VI(b),
the Plan is terminated and not replaced with a similar program providing
comparable benefits and features or (ii) as to the Participant's described in
Article VI(a) only, an event occurs that generates a change in control payment
under that Participant's Change Agreement, (iii) the Committee or Company shall
provide written


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<PAGE>

notice of such event to the Optionees of such Stock Options as soon as
practicable thereafter, the Waiting Period for such Stock Options shall cease as
of the date of such occurrence, and the Optionee with respect to such Stock
Options may exercise such Stock Options within three (3) months following the
date of such occurrence. The provisions of this Plan (without regard to this
Article VI) shall apply to any Stock Option that was not exercised (in whole or
in part) during such three-month period.


                                   ARTICLE VII
                            AMENDMENT AND TERMINATION

         Section 7.1 AMENDMENT AND TERMINATION OF PLAN. Subject to this Article
VII, the Committee with the approval of the Board may amend, modify or terminate
this Plan at any time and from time to time. No amendment, modification or
termination of this Plan shall be effective prior to the written consent of each
Optionee whose rights under a Stock Option granted prior to the effective date
of such proposed action would be impaired as a result of such proposed action.
No amendment or modification of this Plan shall be effective prior to the
approval of the stockholders of the Company if such amendment or modification
would (a) except as provided in this Plan, increase the total number of shares
reserved for the purpose of this Plan; (b) change the class of employees
eligible to participate in this Plan; or (c) require stockholder approval to the
extent necessary to maintain the status of this Plan as a plan satisfying the
requirements of Rule 16b-3 of the Securities and Exchange Commission.

         Section 7.2 TERM OF PLAN. This Plan shall terminate upon the earlier of
the date on which all Common Shares available under this Plan have been issued
pursuant to the exercise of Stock Options, or the termination of this Plan by
the Committee subject to the approval of the Board. No Stock Options may be
granted after the effective date of termination of this Plan. Any outstanding
Stock Options as of the effective date of termination of this Plan shall remain
in full force and effect, subject to the terms of this Plan as of such date.


                                  ARTICLE VIII
                               GENERAL PROVISIONS

         Section 8.1 STOCK TRANSFER RESTRICTIONS. All certificates for Common
Shares or other securities delivered under this Plan shall be subject to such
stock-transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Common Shares are then
listed, and any applicable Federal or state securities law, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.

         Section 8.2 NO GUARANTEE OF EMPLOYMENT. Nothing contained in this Plan
shall be construed as a contract of employment or deemed to give any Participant
the right to be retained in the employ of the Company or any of its wholly-owned
subsidiaries. No Participant shall have a security interest in assets of the
Company or any of its wholly-owned subsidiaries used to pay benefits under this
Plan.


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<PAGE>

         Section 8.3 INCOME TAX PAYMENT. An individual who receives Common
Shares pursuant to this Plan shall pay to the Company, or make arrangements
satisfactory to the Committee regarding the payment of, any Federal, state, or
local taxes of any kind required by law to be withheld with respect to such
Common Shares. The individual shall make such payment or arrangement no later
than the date as of which he is scheduled to receive such Common Shares. The
obligations of the Company under this Plan shall be conditioned on such payment
or arrangement and the Company, to the extent permitted by law, shall have the
right to deduct any such taxes from any distribution of any kind otherwise due
to the individual. Unless otherwise determined by the Committee, any withholding
obligation of the Company on amounts received under this Plan may be settled
with Common Shares that are part of the distribution that gives rise to the
withholding requirement.

         Section 8.4 GOVERNING LAW. This Plan and any grant made and any action
taken hereunder shall be subject to and construed in accordance with the laws of
the State of Ohio to the extent not preempted by federal law.

         Section 8.5 LIMITATION OF PAYMENT. Notwithstanding any provision of
this Plan to the contrary and subject to the terms of any change in control
agreement between the Participant and the Company, no Common Shares shall be
distributed under this Plan which, when aggregated with other payments made to
the Participant, would result in an excess parachute payment for which the
Company would not receive a Federal income tax deduction by reason of Section
280G of the Internal Revenue Code of 1986, as amended.

         Section 8.6 PROCEEDS AND EXPENSES. The proceeds received by the Company
from the sale of Common Shares pursuant to the exercise of Stock Options shall
be used for general corporate purposes. The Company shall bear any expenses
associated with the administration of this Plan.

         Section 8.7 SEVERABILITY. If any provision of this Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions of this Plan, but this Plan shall be construed
and enforced as if such illegal or invalid provision had never been included
herein.

         Section 8.8 RELATIONSHIP TO SERP If any provision of this Plan
conflicts with any provision of the SERP, the terms of the SERP will be applied.


                                   ARTICLE IX
                                 INDEMNIFICATION

         The Company shall indemnify and hold harmless each member of the Board
and each member of the Committee duly appointed in accordance with Section 2,
from and against any and all liabilities, costs, and expenses incurred by such
person as a result of any act, or omission to act, in connection with the
performance of such person's duties, responsibilities and obligations under this
Plan, other than such liabilities, costs and expenses as may result from the
willful conduct or criminal acts of such person.


                                       9
<PAGE>


                                    ARTICLE X
                             EFFECTIVE DATE OF PLAN

         This amendment and restatement is effective with respect to all Stock
Options issued on and after May 1, 2002.

         The undersigned, pursuant to the approval of the Board on May 7, 2002,
does herewith execute this Bob Evans Farms, Inc. First Amended and Restated 1992
Nonqualified Stock Option Plan.


                                      /s/ Stewart Owens
                                      -----------------------------------------
                                      Stewart K. Owens
                                      Chairman and C.E.O.








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