LANCASTER COLONY CORPORATION FORM OF RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.3

FORM OF RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (this “Agreement”) is dated as of __________, 20___, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and __________, a Service Provider for the Company (the “Grantee”).

W I T N E S S E T H

WHEREAS, the Company desires to award Restricted Stock to the Grantee, subject to the terms and conditions of the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (the “Plan”) and the terms and conditions described below;

WHEREAS, the Grantee wishes to accept such award, subject to the terms and conditions of the Plan and the terms and conditions described below;

WHEREAS, the Company hereby confirms to the Grantee the grant, effective on __________, 20___ (the “Grant Date”), pursuant to the Plan, of __________ shares of Restricted Stock (“Awarded Shares”) subject to the terms and conditions of the Plan and the terms and conditions described below; and

WHEREAS, the parties hereto understand and agree that any terms used and not defined herein have the same meanings as in the Plan.

NOW, THEREFORE, the Company and the Grantee hereby agree as follows:

1. Provisions of the Plan Controlling. The Grantee specifically understands and agrees that the Awarded Shares are being granted under the Plan, and are being granted to the Grantee as Restricted Stock pursuant to the Plan, copies of which the Grantee acknowledges the Grantee has read and understands and by which the Grantee agrees to be bound. The provisions of the Plan are incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the provisions of the Plan will control.

2. Vesting of Awarded Shares.

(a) Except as provided in Section 2(b) and 2(c), the Awarded Shares shall be forfeited to the Company for no consideration in the event the Grantee (i) voluntarily ceases to retain Continuous Status as a Service Provider, other than for Good Reason, prior to the third anniversary of the Grant Date or (ii) ceases to retain Continuous Status as a Service Provider as a result of being terminated by the Company for Cause, prior to the third anniversary of the Grant Date.

(b) The Awarded Shares shall be fully vested in the Grantee and no longer subject to a risk of forfeiture pursuant to Section 2(a) upon the occurrence of the earlier of the following events:

(i) the date on which the Grantee dies or ceases to retain Continuous Status as an Employee or Consultant as a result of the Grantee’s Disability;

(ii) the date upon which the Grantee terminates his or her Continuous Status as a Service Provider for Good Reason;

(iii) the date upon which the Company terminates the Grantee’s Continuous Status as a Service Provider without Cause; and

(iv) the third anniversary of the Grant Date.

(i) one third of the Awarded Shares shall be fully vested in the Grantee and no longer subject to a risk of forfeiture pursuant to Section 2(a) if Grantee Retires after the first anniversary of the Grant Date but before the second anniversary of the Grant Date; and

(ii) two thirds of the Awarded Shares shall be fully vested in the Grantee and no longer subject to a risk of forfeiture pursuant to Section 2(a) if Grantee Retires after the second anniversary of the Grant Date but before the third anniversary of the Grant Date.

For purposes of this Agreement: “Retire” shall mean, unless the Administrator determines otherwise, the Grantee’s termination of his or her employment (other than by death or Disability). “Retirement Eligible” shall mean the Grantee has attained the age of 63 and has achieved ten years of Continuous Status as an Employee or Consultant; “Vesting Date” shall mean the earliest of a Change in Control or the events described in Section 2(b) or Section 2(c).

3. Dividend and Voting Rights.

(a) Dividends payable with respect to the Awarded Shares during the period prior to the Vesting Date shall be paid to the Grantee in the same manner as paid on the Common Stock of the Company, unless the Grantee forfeits the Awarded Shares pursuant to Section 2(a) hereof, in which case the Grantee shall also forfeit the right to receive any dividends not paid prior to such forfeiture.

(b) The Grantee shall have the right to vote any Awarded Shares during the period prior to the Vesting Date; provided, that such voting rights shall lapse with respect to any Awarded Shares that are forfeited to the Company pursuant to this Agreement.

4. Additional Shares. If the Company pays a stock dividend or declares a stock split on or with respect to any of its Common Stock, or otherwise distributes securities of the Company to the holders of its Common Stock, the shares of stock or other securities of the Company issued with respect to the Awarded Shares then subject to the restrictions contained in this Agreement shall be held in escrow and shall be distributed to the Grantee on the Vesting Date, unless the Grantee forfeits the Awarded Shares pursuant to Section 2(a) hereof, in which case the Grantee shall also forfeit the right to receive such stock or other securities. If the Company shall distribute to its shareholders shares of stock of another corporation, the shares of stock of such other corporation distributed with respect to the Awarded Shares then subject to the restrictions contained in this Agreement shall be held in escrow and shall be distributed to the Grantee on such Vesting Date, unless the Grantee forfeits the Awarded Shares pursuant to Section 2(a) hereof, in which case the Grantee shall also forfeit the right to receive such stock.

5. Effect of Change in Control. Notwithstanding anything in this Agreement to the contrary, including Section 2, in the event of a Change in Control, the Awarded Shares will be affected in accordance with Section 17 of the Plan.

6. Adjustments. The Awarded Shares shall be subject to adjustment in accordance with Section 17 of the Plan.

7. Legends. To the extent certificates representing the Awarded Shares are issued to the Grantee pursuant to this Agreement, such certificates shall have endorsed thereon legends substantially as follows (or in such other form as counsel for the Company may determine is necessary or appropriate):

“The shares represented by this certificate are subject to restrictions set forth in a Restricted Stock Award Agreement with this Company dated __________, 20___, a copy of which Agreement is available for inspection at the offices of the Company or will be made available upon request.”

8. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any delivery of Awarded Shares to the Grantee, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such delivery that the Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. The Grantee may elect that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the Awarded Shares to be delivered to the Grantee. If such election is made, the Awarded Shares so retained shall be credited against such withholding requirement at the Fair Market Value of a Share on the date of such delivery, with any fractional Shares that would otherwise be delivered being rounded up to the next nearest whole Share. In no event shall the Fair Market Value of Awarded Shares to be withheld pursuant to this Section 8 to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld.

9. Notices. Any notices required or permitted by the terms of this Agreement or the Plan must be in writing, shall be delivered to the Grantee at his or her address on file with the Company or to the Company addressed as follows (or to such other address or addresses of which notice in the same manner has previously been given), and will be deemed to have been duly given (a) when delivered in person, (b) when dispatched by electronic mail or facsimile transfer, (c) one business day after having been dispatched by a nationally recognized overnight courier service or (d) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid:

Lancaster Colony Corporation

00 Xxxx Xxxxx Xxxxxx

Xxxxxxxx, Xxxx 00000

Attention: Corporate Secretary

10. No Employment Contract; Right to Terminate Employment. The grant of the Awarded Shares to the Grantee is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the Awarded Shares and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing in this Agreement will give the Grantee any right to continue employment or to Continuous Status as a Service Provider with the Company or any of its Subsidiaries, as the case may be, or interfere in any way with the right of the Company or any of its subsidiaries to terminate the employment of the Grantee at any time.

11. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit‑sharing, retirement or other benefit or compensation plan maintained by the Company or a subsidiary of the Company 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 of the Company.

12. Protected Information. In consideration of the Awarded Shares, the Grantee agrees:

(a) That all Innovations, as hereinafter defined, shall belong to and be the exclusive property of the Company or any of its subsidiaries (for the purposes of this Section 12, the “Company”). “Innovations” shall mean all discoveries, developments, designs, ideas, innovations, improvements, inventions, formulas, processes, techniques, and know-how (whether or not patentable or registrable under copyright, trademark or similar statutes) made, conceived, reduced to practice or learned by the Grantee either alone or jointly with another while in the employ of the Company, or disclosed to a third party by the Grantee within one (1) year of leaving its employ, that

(i) relate directly to the Company's business or the production of any character of goods or materials sold or used by the Company,

(ii) result from tasks assigned to the Grantee by the Company, or

(iii) result from the use of premises or equipment owned, leased, or otherwise acquired by the Company.

The Grantee will promptly disclose all Innovations to the Company and will assign all of the Grantee’s right, title and interest to such Innovations, whether in the United States and any foreign country, to the Company and its successors and assigns. The Grantee will from time to time, upon request and at the expense of the Company, sign all instruments necessary for the filing and prosecution of any copyrights, patents, mask works, and applications for letters patent of the United States or any foreign country which the Company may desire to file upon such inventions without additional compensation. The Grantee will render all reasonable assistance to the Company and its agents in preparing applications and other documents and do all things that may be reasonable and necessary to protect the rights of the Company and vest in it all such inventions, discoveries, applications, and patents, even if the Grantee is no longer employed by the Company, provided that the Company compensates the Grantee at a reasonable rate for time actually spent by the Grantee on assistance occurring after termination of employment.

(b) That the Grantee is not subject to any agreement which in any way prohibits the Grantee from rendering any services to the Company for which the Grantee is or has been employed. The Grantee also agrees and understands that while employed by the Company, the Grantee may be working with secret and confidential formulas and processes for food products, as well as other secret, proprietary and confidential information including, but not limited to, customer lists, supplier lists, methods of pricing, marketing and sales strategies, sources of ingredients and

financial data (together, the "Confidential Information"). The Grantee recognizes that the Confidential Information is the sole and exclusive property of Company, and the Company depends on the exclusive possession of Confidential Information to maintain a competitive advantage. Accordingly, the Grantee agrees to maintain for all time the confidentiality of the Confidential Information and any confidential information of third parties that the Grantee receives in the course of performing the Grantee’s duties for the Company. The Grantee further agrees not to copy, use or disclose such information except in the performance of the Grantee’s authorized duties for the Company, unless permitted in writing by the President of the Company to do so.

(c) That upon termination of employment with the Company for any reason, the Grantee will immediately deliver to the Company all drawings, blueprints, sketches, notebooks, formulae, notes, manuals and other documents reflecting Confidential Information or Innovations, and the Grantee will not retain copies of such information. During and for one year immediately following the termination of Grantee’s employment with the Company for any reason, the Grantee, either on his or her own account or for any other party, will not interfere with the business of the Company in any manner and will not engage in any activity that is designed to, would, or in fact does cause, encourage or entice any supplier, customer, employee or consultant of the Company with whom the Grantee interacted while employed with the Company to end, reduce or breach its business relationship with the Company.

If the Grantee breaches this Section 12 of the Agreement, the Grantee waives any claim or defense that the Company was not irreparably harmed by that breach. The Company shall have the right to injunctive relief to restrain any actual or threatened breach of this Section 12, in addition to all of the remedies otherwise available to the Company, which shall be cumulative. The Grantee has read and understood all of the provisions in this Section 12 and agrees that they are fair and reasonable and are reasonably required for the protection of the interests of the Company. The Grantee agrees to notify any of the Grantee’s actual or prospective employers of the existence and terms of this Agreement and agrees that the Company may notify such employers of the terms of this Agreement as well.

13. Information. Information about the Grantee and the Grantee’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Grantee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The Grantee consents to the processing of information relating to the Grantee and the Grantee’s participation in the Plan in any one or more of the ways referred to above.

14. Benefit of Agreement. Subject to the provisions of the Plan and the other provisions hereof, this Agreement is for the benefit of and is binding on the heirs, executors, administrators, successors and assigns of the parties hereto.

15. Entire Agreement. This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement; provided, however, in any event, this Agreement shall be subject to and governed by the Plan. The Administrator shall have authority, subject to the express provisions of the Plan and this Agreement, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations that are, in the judgment of the Administrator, necessary or desirable for the administration of the Plan. The Administrator may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All actions by the Administrator under the provisions of this Section 15 shall be conclusive for all purposes. The Grantee specifically understands and agrees that the Awarded Shares are being granted under the Plan, copies of which Plan the Grantee acknowledges the Grantee has read, understands and by which the Grantee agrees to be bound.

16. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Grantee with respect to the Awarded Shares without the Grantee’s consent.

17. Severability. It is the intention and agreement of the Company and the Grantee that this Agreement shall be construed in such a manner as to impose only those restrictions on the conduct of the Grantee that are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company of the intended benefit of this Agreement. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated (including, but not limited to, any provision in Section 12 hereof) shall be deemed to

be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

18. Governing Law. This Agreement is made under, and shall be construed in accordance with the internal substantive laws of the State of Ohio.

19. Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

20. Electronic Delivery and Consent to Electronic Participation. The Company may, in its sole discretion, decide to deliver any documents related to the Awarded Shares and participation in the Plan or future grants of Restricted Stock that may be granted under the Plan by electronic means. Notwithstanding anything in this Agreement to the contrary, Grantee hereby consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including the acceptance of Restricted Stock grants and the execution of award agreements through electronic signature.

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Executed in the name and on behalf of the Company in Columbus, Ohio as of __________, 20___.

LANCASTER COLONY CORPORATION



By:
	Name:	Xxxxxxx X. Xxxxxx
	Title:	General Counsel

ACCEPTANCE OF AGREEMENT

Grantee hereby: (a) acknowledges receiving a copy of the Plan, which has either been previously delivered or is provided with this Agreement, and represents that he or she is familiar with and understands all provisions of the Plan and this Agreement; (b) voluntarily and knowingly accepts this Agreement and the Awarded Shares granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; and (c) represents that he or she understands that the acceptance of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if he or she manually signed the Agreement. Grantee further acknowledges receiving a copy of the Company’s most recent annual report to shareholders and other communications routinely distributed to the Company’s shareholders and a copy of the prospectus pertaining to the Plan.

Grantee Name: _____________________

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LANCASTER COLONY CORPORATION FORM OF RESTRICTED STOCK AWARD AGREEMENT

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