LANCASTER COLONY CORPORATION STOCK APPRECIATION RIGHTS AWARD AGREEMENT
Exhibit 10.2
LANCASTER COLONY CORPORATION
This Stock Appreciation Rights Agreement (this “Agreement”) is dated as of February 27, 2008,
by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and «name», a
Service Provider for the Company (the “Grantee”).
(a) “Base Price” means $38.31, which is not less than the Fair Market Value of a Share
of the Company’s Common Stock on the Grant Date.
(b) “Spread” means the excess of the Fair Market Value of a Share on the date on which
an SAR is exercised over the Base Price.
(a) one-third of the SARs shall become exercisable on the first anniversary of the
Grant Date if the Grantee shall have retained Continuous Status as an Employee or Consultant
through such date;
(b) an additional one-third of the SARs shall become exercisable on the second
anniversary of the Grant Date if the Grantee shall have retained Continuous Status as an
Employee or Consultant through such date; and
(c) the remaining one-third of the SARs shall become exercisable on the third
anniversary of the Grant Date if the Grantee shall have retained Continuous Status as an
Employee or Consultant through such date.
In calculating the one-third amounts described above, fractional SARs shall be rounded down to the
nearest whole SAR for each of the first two anniversaries of the Grant Date, and the remaining SARs
shall be included with those SARs that become exercisable on the third anniversary of the Grant
Date. To the extent exercisable, the SARs may be exercised from time to time in accordance with
the Plan and this Agreement. To the extent the SARs or any portion thereof do not become
exercisable as provided in this Section 2, such unexercisable SARs or portion thereof shall
be forfeited to the Company for no consideration.
(a) To the extent exercisable as provided in Section 2 of this Agreement, the
SARs may be exercised in whole or in part by delivery to the Company of a written statement
in form and substance satisfactory to the Committee specifying the number of SARs to be
exercised.
(b) Upon exercise, the Company will issue to the Grantee the number of Shares equal to
the quotient of (i) the product of (A) the Spread multiplied by (B) the number of SARs
exercised divided by (ii) the Fair Market Value of a Share on the date of exercise, with
such quotient rounded down to the nearest whole Share.
(a) 90 days after the Grantee ceases to retain Continuous Status as an Employee or
Consultant other than upon the Grantee’s death or Disability;
(b) 90 days after the Grantee ceases to retain Continuous Status as an Employee or
Consultant as a result of the Grantee’s Disability;
(c) 90 days after the Grantee ceases to retain Continuous Status as an Employee or
Consultant as a result of the Grantee’s death; and
(d) Five years from the Grant Date.
estate or by the person(s) to whom the SARs are transferred pursuant to the Grantee’s will or in
accordance with the laws of descent and distribution.
Lancaster Colony Corporation
00 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attention: Corporate Secretary
00 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attention: Corporate Secretary
the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation
plan maintained by the Company or a Subsidiary and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance plan covering employees of
the Company or a Subsidiary.
16. Governing Law. This Agreement is made under, and shall be construed in accordance
with the internal substantive laws of the State of Ohio.
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The undersigned hereby acknowledges receipt of an executed original of this Stock Appreciation
Rights Agreement and accepts the SARs on the terms and conditions set forth herein and in the Plan.
Date: |
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Executed in the name and on behalf of the Company in Columbus, Ohio as of the 29th day of
February, 2008.
LANCASTER COLONY CORPORATION | ||||
By: | /Xxxxxxx X. Xxxxxx/ | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Corporate Counsel |