UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549  
 
Form 10-Q
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
or  
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                    
Commission file number 000-04065  
 
 
 
Lancaster Colony Corporation
(Exact name of registrant as specified in its charter)
 
 
 
 
Ohio
 
13-1955943
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
37 West Broad Street
Columbus, Ohio
 
43215
(Address of principal executive offices)
 
(Zip Code)
 
614-224-7141
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ý     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large Accelerated filer
 
ý
Accelerated filer
 
¨
Non-accelerated filer
 
o   (Do not check if a smaller reporting company)
Smaller Reporting Company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes   ¨     No   ý
As of April 20, 2016 , there were 27,409,525 shares of Common Stock, without par value, outstanding.




LANCASTER COLONY CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 6.
 
 
 
 

2



PART I – FINANCIAL INFORMATION
 
Item 1. Condensed Consolidated Financial Statements
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Amounts in thousands, except share data)
March 31, 
 2016
 
June 30, 
 2015
ASSETS
Current Assets:
 
 
 
Cash and equivalents
$
94,427

 
$
182,202

Receivables (less allowance for doubtful accounts, March-$176; June-$206)
70,227

 
62,437

Inventories:
 
 
 
Raw materials
31,028

 
30,655

Finished goods
44,822

 
47,244

Total inventories
75,850

 
77,899

Other current assets
9,540

 
7,672

Total current assets
250,044

 
330,210

Property, Plant and Equipment:
 
 
 
Land, buildings and improvements
114,259

 
113,844

Machinery and equipment
260,228

 
253,143

Total cost
374,487

 
366,987

Less accumulated depreciation
205,677

 
194,676

Property, plant and equipment-net
168,810

 
172,311

Other Assets:
 
 
 
Goodwill
143,788

 
143,788

Other intangible assets-net
45,557

 
47,771

Other noncurrent assets
7,185

 
8,076

Total
$
615,384

 
$
702,156

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
 
 
 
Accounts payable
$
39,174

 
$
38,823

Accrued liabilities
32,591

 
35,821

Total current liabilities
71,765

 
74,644

Other Noncurrent Liabilities
20,863

 
23,654

Deferred Income Taxes
24,265

 
22,940

Commitments and Contingencies

 

Shareholders’ Equity:
 
 
 
Preferred stock-authorized 3,050,000 shares; outstanding-none

 

Common stock-authorized 75,000,000 shares; outstanding – March-27,406,198 shares; June-27,360,581 shares
109,707

 
107,767

Retained earnings
1,133,432

 
1,219,119

Accumulated other comprehensive loss
(8,582
)
 
(10,057
)
Common stock in treasury, at cost
(736,066
)
 
(735,911
)
Total shareholders’ equity
498,491

 
580,918

Total
$
615,384

 
$
702,156

See accompanying notes to condensed consolidated financial statements.

3



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
 
 
Three Months Ended 
 March 31,
 
Nine Months Ended 
 March 31,
(Amounts in thousands, except per share data)
2016
 
2015
 
2016
 
2015
Net Sales
$
287,765

 
$
263,400

 
$
906,619

 
$
826,798

Cost of Sales
214,841

 
206,775

 
682,134

 
634,096

Gross Margin
72,924

 
56,625

 
224,485

 
192,702

Selling, General and Administrative Expenses
28,980

 
25,417

 
86,538

 
76,674

Operating Income
43,944

 
31,208

 
137,947

 
116,028

Other, Net
125

 
(138
)
 
42

 
(177
)
Income Before Income Taxes
44,069

 
31,070

 
137,989

 
115,851

Taxes Based on Income
15,058

 
10,667

 
46,839

 
39,733

Net Income
$
29,011

 
$
20,403

 
$
91,150

 
$
76,118

Net Income Per Common Share:
 
 
 
 
 
 
 
Basic
$
1.06

 
$
0.75

 
$
3.33

 
$
2.78

Diluted
$
1.06

 
$
0.75

 
$
3.32

 
$
2.78

 
 
 
 
 
 
 
 
Cash Dividends Per Common Share
$
0.50

 
$
0.46

 
$
6.46

 
$
1.36

 
 
 
 
 
 
 
 
Weighted Average Common Shares Outstanding:
 
 
 
 
 
 
 
Basic
27,338

 
27,303

 
27,329

 
27,294

Diluted
27,376

 
27,330

 
27,365

 
27,323

See accompanying notes to condensed consolidated financial statements.


4



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
 
 
Three Months Ended 
 March 31,
 
Nine Months Ended 
 March 31,
(Amounts in thousands)
2016
 
2015
 
2016
 
2015
Net Income
$
29,011

 
$
20,403

 
$
91,150

 
$
76,118

Other Comprehensive Income:
 
 
 
 
 
 
 
Defined Benefit Pension and Postretirement Benefit Plans:
 
 
 
 
 
 
 
Prior service credit arising during the period, before tax
—

 
—

 
2,038

 
—

Amortization of loss, before tax
124

 
100

 
382

 
300

Amortization of prior service credit, before tax
(47
)
 
(1
)
 
(79
)
 
(3
)
Total Other Comprehensive Income, Before Tax
77

 
99

 
2,341

 
297

Tax Attributes of Items in Other Comprehensive Income:
 
 
 
 
 
 
 
Prior service credit arising during the period, tax
—

 
—

 
(753
)
 
—

Amortization of loss, tax
(45
)
 
(38
)
 
(142
)
 
(111
)
Amortization of prior service credit, tax
17

 
1

 
29

 
1

Total Tax Expense
(28
)
 
(37
)
 
(866
)
 
(110
)
Other Comprehensive Income, Net of Tax
49

 
62

 
1,475

 
187

Comprehensive Income
$
29,060

 
$
20,465

 
$
92,625

 
$
76,305

See accompanying notes to condensed consolidated financial statements.


5



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 
Nine Months Ended 
 March 31,
(Amounts in thousands)
2016
 
2015
Cash Flows From Operating Activities:
 
 
 
Net income
$
91,150

 
$
76,118

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
18,118

 
14,937

Deferred income taxes and other noncash changes
926

 
2,527

Stock-based compensation expense
2,140

 
2,211

Excess tax benefit from stock-based compensation
(737
)
 
(456
)
Pension plan activity
(222
)
 
(444
)
Changes in operating assets and liabilities:
 
 
 
Receivables
(7,749
)
 
(8,981
)
Inventories
2,049

 
5,996

Other current assets
(1,131
)
 
(1,853
)
Accounts payable and accrued liabilities
(3,973
)
 
6,508

Net cash provided by operating activities
100,571

 
96,563

Cash Flows From Investing Activities:
 
 
 
Cash paid for acquisition, net of cash acquired
(12
)
 
(92,217
)
Payments for property additions
(11,607
)
 
(15,752
)
Other-net
(472
)
 
(1,410
)
Net cash used in investing activities
(12,091
)
 
(109,379
)
Cash Flows From Financing Activities:
 
 
 
Payment of dividends (including special dividend payment, 2016-$136,677; 2015-$0)
(176,837
)
 
(37,193
)
Purchase of treasury stock
(155
)
 
(569
)
Excess tax benefit from stock-based compensation
737

 
456

Net cash used in financing activities
(176,255
)
 
(37,306
)
Net change in cash and equivalents
(87,775
)
 
(50,122
)
Cash and equivalents at beginning of year
182,202

 
211,539

Cash and equivalents at end of period
$
94,427

 
$
161,417

Supplemental Disclosure of Operating Cash Flows:
 
 
 
Cash paid during the period for income taxes
$
48,514

 
$
37,835

See accompanying notes to condensed consolidated financial statements.


6



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Note 1 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and SEC Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, the interim condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the results of operations and financial position for such periods. All such adjustments reflected in the interim condensed consolidated financial statements are considered to be of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. Accordingly, these financial statements should be read in conjunction with the financial statements and notes thereto contained in our 2015 Annual Report on Form 10-K. Unless otherwise noted, the term “year” and references to a particular year pertain to our fiscal year, which begins on July 1 and ends on June 30; for example, 2016 refers to fiscal 2016 , which is the period from July 1, 2015 to June 30, 2016 .
Subsequent Events
On April 8, 2016, we entered into a new unsecured revolving credit facility (“New Credit Facility”), which replaced our existing credit facility. The New Credit Facility was filed as an exhibit to our Current Report on Form 8-K on April 11, 2016. See Note 3 for summarized information about our New Credit Facility.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation, except for those acquired as part of a business combination, which are stated at fair value at the time of purchase. Purchases of property, plant and equipment included in accounts payable and excluded from the property additions and the change in accounts payable in the Condensed Consolidated Statements of Cash Flows were as follows:  
 
March 31,
 
2016
 
2015
Construction in progress in accounts payable
$
185

 
$
489

Earnings Per Share
Earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock and common stock equivalents (restricted stock and stock-settled stock appreciation rights) outstanding during each period. Unvested shares of restricted stock granted to employees are considered participating securities since employees receive nonforfeitable dividends prior to vesting and, therefore, are included in the earnings allocation in computing EPS under the two-class method. Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing income available to common shareholders by the diluted weighted average number of common shares outstanding during the period, which includes the dilutive potential common shares associated with nonparticipating restricted stock and stock-settled stock appreciation rights.


7

LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)


Basic and diluted net income per common share were calculated as follows:
 
Three Months Ended 
 March 31,
 
Nine Months Ended 
 March 31,
 
2016
 
2015
 
2016
 
2015
Net income
$
29,011

 
$
20,403

 
$
91,150

 
$
76,118

Net income available to participating securities
(54
)
 
(26
)
 
(216
)
 
(109
)
Net income available to common shareholders
$
28,957

 
$
20,377

 
$
90,934

 
$
76,009

 
 
 
 
 
 
 
 
Weighted average common shares outstanding – basic
27,338

 
27,303

 
27,329

 
27,294

Incremental share effect from:
 
 
 
 
 
 
 
Nonparticipating restricted stock
2

 
2

 
3

 
3

Stock-settled stock appreciation rights
36

 
25

 
33

 
26

Weighted average common shares outstanding – diluted
27,376

 
27,330

 
27,365

 
27,323

 
 
 
 
 
 
 
 
Net income per common share – basic
$
1.06

 
$
0.75

 
$
3.33

 
$
2.78

Net income per common share – diluted
$
1.06

 
$
0.75

 
$
3.32

 
$
2.78

Accumulated Other Comprehensive Loss
The following table presents the amounts reclassified out of accumulated other comprehensive loss by component:
 
Three Months Ended 
 March 31,
 
Nine Months Ended 
 March 31,
 
2016
 
2015
 
2016
 
2015
Accumulated other comprehensive loss at beginning of period
$
(8,631
)
 
$
(7,936
)
 
$
(10,057
)
 
$
(8,061
)
Defined Benefit Pension Plan Items:
 
 
 
 
 
 
 
Amortization of unrecognized net loss (1)
135

 
107

 
405

 
321

Postretirement Benefit Plan Items:
 
 
 
 
 
 
 
Prior service credit arising during the period (2)
—

 
—

 
2,038

 
—

Amortization of unrecognized net gain (1)
(11
)
 
(7
)
 
(23
)
 
(21
)
Amortization of prior service credit (1)
(47
)
 
(1
)
 
(79
)
 
(3
)
Total other comprehensive income, before tax
77

 
99

 
2,341

 
297

Total tax expense
(28
)
 
(37
)
 
(866
)
 
(110
)
Other comprehensive income, net of tax
49

 
62

 
1,475

 
187

Accumulated other comprehensive loss at end of period
$
(8,582
)
 
$
(7,874
)
 
$
(8,582
)
 
$
(7,874
)
(1) Included in the computation of net periodic benefit income/cost. See Notes 9 and 10 for additional information.
(2) Due to a negative plan amendment and subsequent remeasurement. See Note 10 for additional information.
Significant Accounting Policies
There were no changes to our Significant Accounting Policies from those disclosed in our 2015 Annual Report on Form 10-K.
Recently Issued Accounting Standards
In March 2016, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance to simplify the accounting for stock-based compensation. The amendments include changes to the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The transition method that will be applied on adoption varies for each of the amendments. We are currently evaluating the impact of this guidance.
In February 2016, the FASB issued new accounting guidance to require lessees to recognize a right-of-use asset and a lease liability for leases with terms of more than 12 months. The updated guidance retains the two classifications of a lease as

8

LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)


either an operating or finance lease (previously referred to as a capital lease). Both lease classifications require the lessee to record a right-of-use asset and a lease liability based upon the present value of the lease payments. Finance leases will reflect the financial arrangement by recognizing interest expense on the lease liability separately from the amortization expense of the right-of-use asset. Operating leases will recognize lease expense (with no separate recognition of interest expense) on a straight-line basis over the term of the lease. The updated guidance requires expanded qualitative and quantitative disclosures, including additional information about the amounts recorded in the financial statements. The guidance will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 using a modified retrospective approach. We are currently evaluating the impact of this guidance.
In July 2015, the FASB issued new accounting guidance which requires entities to measure most inventory “at the lower of cost or net realizable value,” thereby simplifying current guidance. Under current guidance an entity must measure inventory at the lower of cost or market, where market is defined as one of three different measures, one of which is net realizable value. The guidance will be effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2016. We are currently evaluating this guidance, but do not believe it will have a material impact on our consolidated financial statements.
In May 2014, the FASB issued new accounting guidance for the recognition of revenue under the principle: “Recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” Following a one-year deferral of the effective date, the guidance will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and will require either retrospective application to each prior period presented or retrospective application with the cumulative effect of initially applying the standard recognized at the date of adoption. We are currently evaluating the impact of this guidance.
Recently Adopted Accounting Standards
In November 2015, the FASB issued new accounting guidance which requires deferred tax assets and liabilities, as well as any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. This guidance may be applied on either a prospective or retrospective basis and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. We adopted this guidance effective December 31, 2015 using a retrospective basis of adoption. With the adoption, our net deferred tax liability for all periods presented in the Condensed Consolidated Balance Sheets has been classified as noncurrent. For June 30, 2015, the reclassification of $12.8 million of current deferred tax assets to noncurrent liabilities caused the Other Current Assets line to change from $20.5 million to $7.7 million and the Deferred Income Taxes line to change from $35.7 million to $22.9 million . As this guidance only relates to balance sheet classification, there was no statement of income impact.
In September 2015, the FASB issued new accounting guidance which allows entities to prospectively reflect adjustments made to provisional amounts recognized for a business combination during the measurement period. Under the current guidance these adjustments need to be reflected retrospectively as if the accounting had been completed at the acquisition date. The guidance will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 but can be adopted early if financial statements have not been issued. We adopted this guidance effective July 1, 2015, and it did not have a material impact on our consolidated financial statements.
Note 2 – Acquisition
On March 13, 2015, we acquired all of the issued and outstanding capital stock of Flatout Holdings, Inc. (“Flatout”), a privately owned manufacturer and marketer of flatbread wraps and pizza crusts based in Saline, Michigan. The purchase price, net of cash acquired, was $92.2 million and was funded by cash on hand. Flatout is reported in our Specialty Foods segment, and its results of operations have been included in our consolidated financial statements from the date of acquisition.

9

LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)


The following purchase price allocation is based on the fair value of the net assets acquired:
Balance Sheet Captions
Allocation

Receivables
$
2,479

Inventories
3,748

Other current assets
212

Property, plant and equipment
6,937

Goodwill (not tax deductible)
53,948

Other intangible assets
44,000

Current liabilities
(2,445
)
Deferred tax liabilities
(16,651
)
Net assets acquired
$
92,228


Note 3 – Long-Term Debt
At March 31, 2016 and June 30, 2015 , we had an unsecured credit facility under which we could borrow, on a revolving credit basis, up to a maximum of $120 million at any one time, with potential to expand the total credit availability to $200 million subject to us obtaining consent of the issuing banks and certain other conditions. At March 31, 2016 and June 30, 2015 , we had no borrowings outstanding under this facility. At March 31, 2016 , we had $4.7 million of standby letters of credit outstanding, which reduced the amount available for borrowing on this facility. We paid no interest for the three and nine months ended March 31, 2016 and 2015 .
On April 8, 2016, we entered into a New Credit Facility, which replaced our existing credit facility discussed above. The material terms and covenants of the New Credit Facility are substantially similar to our existing credit facility.
The New Credit Facility provides that we may borrow, on a revolving credit basis, up to a maximum of $150 million at any one time, with potential to expand the total credit availability to $225 million subject to us obtaining consent of the issuing banks and certain other conditions. The New Credit Facility expires on April 8, 2021 , and all outstanding amounts are then due and payable. Interest is variable based upon formulas tied to LIBOR or an alternative base rate defined in the New Credit Facility, at our option. We must also pay facility fees that are tied to our then-applicable consolidated leverage ratio. Loans may be used for general corporate purposes. Due to the nature of its terms, when we have outstanding borrowings under the New Credit Facility, they will be classified as long-term debt.
The New Credit Facility contains certain restrictive covenants, including limitations on indebtedness, asset sales and acquisitions. There are two principal financial covenants: an interest expense test that requires us to maintain an interest coverage ratio not less than 2.5 to 1 at the end of each fiscal quarter; and an indebtedness test that requires us to maintain a consolidated leverage ratio not greater than 3 to 1 at all times. The interest coverage ratio is calculated by dividing Consolidated EBIT by Consolidated Interest Expense, and the leverage ratio is calculated by dividing Consolidated Debt by Consolidated EBITDA. All financial terms used in the covenant calculations are defined more specifically in the New Credit Facility.
Note 4 – Commitments and Contingencies
At March 31, 2016 , we were a party to various claims and litigation matters arising in the ordinary course of business. Such matters did not have a material effect on the current-year results of operations and, in our opinion, their ultimate disposition will not have a material effect on our consolidated financial statements.
Note 5 – Goodwill and Other Intangible Assets
Goodwill attributable to the Specialty Foods segment was $143.8 million at March 31, 2016 and June 30, 2015 .
 
 

10

LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)


The following table summarizes our identifiable other intangible assets, all included in the Specialty Foods segment:
 
March 31, 
 2016
 
June 30, 
 2015
Tradename (30-year life)
 
 
 
Gross carrying value
$
34,500

 
$
34,500

Accumulated amortization
(1,198
)
 
(365
)
Net carrying value
$
33,302

 
$
34,135

Trademarks (40-year life)
 
 
 
Gross carrying value
$
370

 
$
370

Accumulated amortization
(230
)
 
(223
)
Net carrying value
$
140

 
$
147

Customer Relationships (10 to 15-year life)
 
 
 
Gross carrying value
$
18,020

 
$
18,020

Accumulated amortization
(9,874
)
 
(8,882
)
Net carrying value
$
8,146

 
$
9,138

Technology / Know-how (10-year life)
 
 
 
Gross carrying value
$
3,900

 
$
3,900

Accumulated amortization
(406
)
 
(114
)
Net carrying value
$
3,494

 
$
3,786

Non-compete Agreements (5-year life)
 
 
 
Gross carrying value
$
600

 
$
600

Accumulated amortization
(125
)
 
(35
)
Net carrying value
$
475

 
$
565

Total net carrying value
$
45,557

 
$
47,771

Amortization expense for our other intangible assets, which is reflected in Selling, General and Administrative Expenses, was as follows:
 
Three Months Ended 
 March 31,
 
Nine Months Ended 
 March 31,
 
2016
 
2015
 
2016
 
2015
Amortization expense
$
691

 
$
308

 
$
2,214

 
$
780

Total annual amortization expense for each of the next five years is estimated to be as follows:
 
 
2017
$
2,764

2018
$
2,764

2019
$
2,764

2020
$
2,729

2021
$
2,644

Note 6 – Income Taxes
Prepaid Federal income taxes of $6.0 million and $3.8 million were included in Other Current Assets at March 31, 2016 and June 30, 2015 , respectively. Prepaid state and local income taxes of $0.9 million and $0.6 million were included in Other Current Assets at March 31, 2016 and June 30, 2015 , respectively.
The gross tax contingency reserve at March 31, 2016 was $1.5 million and consisted of estimated tax liabilities of $1.0 million and interest and penalties of $0.5 million . We have not classified any of the gross tax contingency reserve at March 31, 2016 as a current liability as none of these amounts are expected to be resolved within the next 12 months. Consequently, the entire liability of $1.5 million was included in other noncurrent liabilities. We expect that the amount of these liabilities will change within the next 12 months; however, we do not expect the change to have a significant effect on our financial position or results of operations. We recognize interest and penalties related to these tax liabilities in income tax expense.

11

LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)


Note 7 – Business Segment Information
The March 31, 2016 identifiable assets by reportable segment are generally consistent with that of June 30, 2015 . However, the amount of Corporate assets declined because of the decrease in cash, which is treated as a Corporate asset, due to the payment of the December 2015 special dividend. The following summary of financial information is consistent with the basis of segmentation and measurement of segment profit or loss presented in our June 30, 2015 consolidated financial statements:
 
Three Months Ended 
 March 31,
 
Nine Months Ended 
 March 31,
 
2016
 
2015
 
2016
 
2015
Net Sales
$
287,765

 
$
263,400

 
$
906,619

 
$
826,798

Operating Income
 
 
 
 
 
 
 
Specialty Foods
$
46,476

 
$
34,170

 
$
146,866

 
$
124,909

Corporate Expenses
(2,532
)
 
(2,962
)
 
(8,919
)
 
(8,881
)
Total
$
43,944

 
$
31,208

 
$
137,947

 
$
116,028

Note 8 – Stock-Based Compensation
Our shareholders previously approved the adoption of and subsequent amendments to the Lancaster Colony Corporation 2005 Stock Plan (the “2005 Plan”). The 2005 Plan reserved 2,000,000 common shares for issuance to our employees and directors. As the 2005 Plan expired in May 2015, we obtained shareholder approval of the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (the “2015 Plan”) at our November 2015 Annual Meeting of Shareholders. The 2015 Plan did not affect any currently outstanding equity awards granted under the 2005 Plan. The 2015 Plan reserved 1,500,000 common shares for issuance to our employees and directors. All awards granted under these plans will be exercisable at prices not less than fair market value as of the date of the grant. The vesting period for awards granted under these plans varies as to the type of award granted, but generally these awards have a maximum term of five years .
We recognize compensation expense over the requisite service period of the grant. Compensation expense is reflected in Cost of Sales or Selling, General and Administrative Expenses based on the grantees’ salaries expense classification. We record tax benefits and excess tax benefits related to stock-settled stock appreciation rights (“SSSARs”) and restricted stock awards. These excess tax benefits are included in the financing section of the Condensed Consolidated Statements of Cash Flows.
Stock-Settled Stock Appreciation Rights
We use periodic grants of SSSARs as a vehicle for rewarding certain employees with long-term incentives for their efforts in helping to create long-term shareholder value. We calculate the fair value of SSSARs grants using the Black-Scholes option-pricing model. Our policy is to issue shares upon SSSARs exercise from new shares that had been previously authorized.
 
 
 
 
The following table summarizes our SSSARs compensation expense recorded:
 
Three Months Ended 
 March 31,
 
Nine Months Ended 
 March 31,
 
2016
 
2015
 
2016
 
2015
Compensation expense
$
351

 
$
308

 
$
889

 
$
893

 
 
 
 
 
 
 
 
 
 
 
 
At March 31, 2016 , there was $3.1 million of unrecognized compensation expense related to SSSARs that we will recognize over a weighted-average period of 2 years .
Restricted Stock
We use periodic grants of restricted stock as a vehicle for rewarding our nonemployee directors and certain employees with long-term incentives for their efforts in helping to create long-term shareholder value.
 
 
 
 
 
 
 
 

12

LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)


The following table summarizes our restricted stock compensation expense recorded:
 
Three Months Ended 
 March 31,
 
Nine Months Ended 
 March 31,
 
2016
 
2015
 
2016
 
2015
Compensation expense
$
436

 
$
384

 
$
1,251

 
$
1,318

 
 
 
 
 
 
 
 
At March 31, 2016 , there was $3.8 million of unrecognized compensation expense related to restricted stock that we will recognize over a weighted-average period of 2 years .
Note 9 – Pension Benefits
We sponsor multiple defined benefit pension plans that covered certain workers under collective bargaining contracts. However, as a result of prior-years’ restructuring activities, for all periods presented, we no longer have any active employees continuing to accrue service cost or otherwise eligible to receive plan benefits. Benefits being paid under the plans are primarily based on negotiated rates and years of service. We contribute to these plans at least the minimum amount required by regulation.
The following table summarizes the components of net periodic benefit income for our pension plans:
 
Three Months Ended 
 March 31,
 
Nine Months Ended 
 March 31,
 
2016
 
2015
 
2016
 
2015
Components of net periodic benefit income
 
 
 
 
 
 
 
Interest cost
$
421

 
$
403

 
$
1,263

 
$
1,209

Expected return on plan assets
(630
)
 
(658
)
 
(1,890
)
 
(1,974
)
Amortization of unrecognized net loss
135

 
107

 
405

 
321

Net periodic benefit income
$
(74
)
 
$
(148
)
 
$
(222
)
 
$
(444
)
For the three and nine months ended March 31, 2016 , we made no pension plan contributions and we do not expect to make any contributions to our pension plans during 2016 .
Note 10 – Postretirement Benefits
We and certain of our operating subsidiaries provide multiple postretirement medical and life insurance benefit plans. We recognize the cost of benefits as the employees render service. Postretirement benefits are funded as incurred.
In the quarter ended December 31, 2015, we terminated the medical benefits offered under the plans. The reduction in these benefits was accounted for as a negative plan amendment and resulted in the subsequent remeasurement of our benefit obligation. The remeasurement reduced the net periodic benefit cost for 2016 compared to the amount expected prior to the remeasurement.
The following table summarizes the components of net periodic benefit (income) cost for our postretirement plans:
 
Three Months Ended 
 March 31,
 
Nine Months Ended 
 March 31,
 
2016
 
2015
 
2016
 
2015
Components of net periodic benefit (income) cost
 
 
 
 
 
 
 
Service cost
$
7

 
$
8

 
$
20

 
$
24

Interest cost
11

 
27

 
58

 
81

Amortization of unrecognized net gain
(11
)
 
(7
)
 
(23
)
 
(21
)
Amortization of prior service credit
(47
)
 
(1
)
 
(79
)
 
(3
)
Net periodic benefit (income) cost
$
(40
)
 
$
27

 
$
(24
)
 
$
81


13




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our fiscal year begins on July 1 and ends on June 30. Unless otherwise noted, references to “year” pertain to our fiscal year; for example, 2016 refers to fiscal 2016 , which is the period from July 1, 2015 to June 30, 2016 .
The following discussion should be read in conjunction with our condensed consolidated financial statements and the notes thereto, all included elsewhere in this report. The forward-looking statements in this section and other parts of this report involve risks, uncertainties and other factors, including statements regarding our plans, objectives, goals, strategies, and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements due to these factors. For more information, see the section below entitled “Forward-Looking Statements.”
OVERVIEW
Business Overview
Lancaster Colony Corporation is a manufacturer and marketer of specialty food products for the retail and foodservice markets.
In March 2015 we acquired all of the issued and outstanding capital stock of Flatout Holdings, Inc. (“Flatout”), a privately owned manufacturer and marketer of flatbread wraps and pizza crusts based in Saline, Michigan. The purchase price was $92.2 million, net of cash acquired. This transaction is discussed in further detail in Note 2 to the condensed consolidated financial statements.
Part of our future growth may result from acquisitions. We continue to review potential acquisitions that we believe will complement our existing product lines, enhance our profitability and/or offer good expansion opportunities in a manner that fits our overall strategic goals.
Our operations are organized into one reportable segment: “Specialty Foods.” Our sales are predominately domestic.
Our business has the potential to achieve future growth in sales and profitability due to attributes such as:
•
leading retail market positions in several product categories with a high-quality perception;
•
recognized innovation in retail products;
•
a broad customer base in both retail and foodservice accounts;
•
well-regarded culinary expertise among foodservice customers;
•
recognized leadership in foodservice product development;
•
experience in integrating complementary business acquisitions; and
•
historically strong cash flow generation that supports growth opportunities.
Our goal is to grow both retail and foodservice sales over time by:
•
leveraging the strength of our retail brands to increase current product sales;
•
introducing new retail products and expanding distribution;
•
growing our foodservice sales through the strength of our reputation in product development and quality; and
•
pursuing acquisitions that meet our strategic criteria.
We have made substantial capital investments to support our existing food operations and future growth opportunities. For example, in 2015 we completed a significant processing capacity expansion at our Horse Cave, Kentucky dressing facility to help meet demand for our dressing products. Based on our current plans and expectations, our capital expenditures for 2016 are expected to total approximately $16 million . We anticipate we will be able to fund all of our capital needs in 2016 with cash generated from operations.
RESULTS OF CONSOLIDATED OPERATIONS
Net Sales and Gross Margin
 
Three Months Ended 
 March 31,
 
 
 
 
 
Nine Months Ended 
 March 31,
 
 
 
 
(Dollars in thousands)
2016
 
2015
 
Change
 
2016
 
2015
 
Change
Net Sales
$
287,765

 
$
263,400

 
$
24,365

 
9
%
 
$
906,619

 
$
826,798

 
$
79,821

 
10
%
Gross Margin
$
72,924

 
$
56,625

 
$
16,299

 
29
%
 
$
224,485

 
$
192,702

 
$
31,783

 
16
%
Gross Margin as a Percentage of Net Sales
25.3
%
 
21.5
%
 
 
 
 
 
24.8
%
 
23.3
%
 
 
 
 
On March 13, 2015 we acquired Flatout and its results of operations have been included in our consolidated financial statements from the date of acquisition. Flatout contributed approximately $10 million and $31 million in net sales to our

14



results for the three and nine months ended March 31, 2016 , respectively. Flatout sales were not material in the comparative prior-year periods.
Net sales for the three and nine months ended March 31, 2016 in creased 9% and 10% , respectively. The growth was driven by the contribution from Flatout, as well as increased retail and foodservice volumes and pricing actions. Our overall sales volume, as measured by pounds shipped, improved by 4% and 6% for the three and nine months ended March 31, 2016 , respectively. Net pricing actions were primarily due to significantly higher egg costs incurred in our first half. In general, the net impact of higher pricing represented nearly 2% and more than 1% of net sales for the quarter and year-to-date periods, respectively. The year-to-date period also benefited from lower new product placement costs in our first half.
Retail net sales increased 12% and 11% during the three and nine months ended March 31, 2016 , respectively, on the addition of Flatout and higher sales of certain product lines including Olive Garden ® retail dressings and Marzetti ® refrigerated dressings, including Simply Dressed ® . Foodservice net sales improved 7% and 8% for the quarter and year-to-date periods, respectively, as demand from national chain restaurants remained strong.
Excluding sales contributed by Flatout, consolidated net sales increased 6% for the three and nine months ended March 31, 2016 .
Gross margin improved for the three months ended March 31, 2016 due to the influence of our net pricing actions, higher sales volumes, lower freight costs, and overall lower raw-material costs, primarily for soybean oil, resin packaging and flour. During the current quarter, egg costs returned to price levels comparable to the prior-year period. Excluding any pricing actions, total raw-material costs positively affected our gross margins by nearly 2% of net sales for the quarter.
Gross margin also improved for the nine months ended March 31, 2016 due to the influence of our net pricing actions, higher sales volumes, lower new product placement costs and lower freight costs. Such benefits were offset, in part, by a net increase in commodity costs. In the first half of the year, we experienced significantly higher egg costs attributed to the avian influenza outbreak. Consequently, on a year-to-date basis, commodity costs were higher despite lower costs of certain raw materials, specifically soybean oil, dairy-based products, resin packaging and flour. Excluding any pricing actions, total raw-material costs negatively affected our gross margins by less than 1% of net sales for the year-to-date period.
Selling, General and Administrative Expenses
 
Three Months Ended 
 March 31,
 
 
 
 
 
Nine Months Ended 
 March 31,
 
 
 
 
(Dollars in thousands)
2016
 
2015
 
Change
 
2016
 
2015
 
Change
SG&A Expenses
$
28,980

 
$
25,417

 
$
3,563

 
14
%
 
$
86,538

 
$
76,674

 
$
9,864

 
13
%
SG&A Expenses as a Percentage of Net Sales
10.1
%
 
9.6
%
 
 
 
 
 
9.5
%
 
9.3
%
 
 
 
 
Selling, general and administrative expenses in creased 14% and 13% for the three and nine months ended March 31, 2016 , respectively, and were slightly higher as a percentage of net sales for the comparative third quarter and year-to-date periods. In general, the in crease in these costs reflects the influence of overall higher sales volumes, higher levels of consumer spending on our key retail product lines, as well as the new consumer and trade activities related to Flatout and amortization expense attributable to the Flatout intangible assets.
Operating Income
The foregoing factors contributed to consolidated operating income totaling $43.9 million and $137.9 million for the three and nine months ended March 31, 2016 , respectively. Our operating income can be summarized as follows:
 
Three Months Ended 
 March 31,
 
 
 
 
 
Nine Months Ended 
 March 31,
 
 
 
 
(Dollars in thousands)
2016
 
2015
 
Change
 
2016
 
2015
 
Change
Operating Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Specialty Foods
$
46,476

 
$
34,170

 
$
12,306

 
36
 %
 
$
146,866

 
$
124,909

 
$
21,957

 
18
%
Corporate Expenses
(2,532
)
 
(2,962
)
 
430

 
(15
)%
 
(8,919
)
 
(8,881
)
 
(38
)
 
—
%
Total
$
43,944

 
$
31,208

 
$
12,736

 
41
 %
 
$
137,947

 
$
116,028

 
$
21,919

 
19
%
Operating Income as a Percentage of Net Sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Specialty Foods
16.2
%
 
13.0
%
 
 
 
 
 
16.2
%
 
15.1
%
 
 
 
 
Total
15.3
%
 
11.8
%
 
 
 
 
 
15.2
%
 
14.0
%
 
 
 
 

15



As we enter the final quarter of 2016 , we anticipate the comparative year-over-year impact of our net pricing actions will be lower than that of our third quarter, primarily due to the lower egg costs that will be passed through to our foodservice national account customers. Our initiative to selectively rationalize some of our foodservice business is expected to slow sales growth in that channel as well. Overall, commodity costs and freight costs are expected to remain favorable in the fourth quarter. However, we anticipate an increase in product placement, marketing and promotional costs in the fourth quarter to support new retail product introductions.
Income Before Income Taxes
As impacted by the factors discussed above, income before income taxes for the three months ended March 31, 2016 in creased by $13.0 million to $44.1 million from the prior-year total of $31.1 million . Income before income taxes for the nine months ended March 31, 2016 and 2015 was $138.0 million and $115.9 million , respectively.
Taxes Based on Income
Our effective tax rate was 33.9% for the nine months ended March 31, 2016 and was lower than the prior-year rate of 34.3% . The decrease in the 2016 effective rate was influenced by an increased deduction for dividends paid to our frozen ESOP Plan due to the $5.00 per share special dividend paid in December 2015.
Net Income
Third quarter net income for 2016 of $29.0 million in creased from the preceding year’s net income for the quarter of $20.4 million , as influenced by the factors noted above. Year-to-date net income of $91.1 million was higher than the prior year-to-date total of $76.1 million . Diluted weighted average shares outstanding have remained relatively stable. As a result, and due to the change in net income for each year, net income per share for the third quarter of 2016 totaled $1.06 per diluted share, as compared to net income of $0.75 per diluted share in the prior year. Year-to-date net income per share was $3.32 per diluted share, as compared to $2.78 per diluted share for the prior-year period.
FINANCIAL CONDITION
For the nine months ended March 31, 2016 , net cash provided by operating activities totaled $100.6 million , as compared to $96.6 million in the prior-year period. The in crease was due to an increase in net income and depreciation and amortization as partially offset by higher working capital requirements. In general, the increased levels of working capital requirements reflect higher sales volumes and the impact of our Flatout acquisition. Additionally, the changes in other current assets and accounts payable and accrued liabilities reflect the timing of estimated tax payments and the favorable tax impact of the loss on sale of discontinued operations in prior years. The increase in depreciation and amortization reflects the amortization of intangibles relating to the Flatout acquisition and the related depreciation on its acquired fixed assets, as well as additional depreciation on recent capital expenditures.
Cash used in investing activities for the nine months ended March 31, 2016 was $12.1 million , as compared to $109.4 million in the prior year. This de crease reflects the $92.2 million paid for the acquisition of Flatout in March 2015, as well as a planned lower level of capital expenditures in 2016 . Our 2015 capital expenditures included a processing capacity expansion project at our Horse Cave, Kentucky dressing facility which was essentially complete at December 31, 2014.
Cash used in financing activities for the nine months ended March 31, 2016 of $176.3 million in creased from the prior-year total of $37.3 million . This in crease was due to higher dividend payments, including the $5.00 per share special dividend that was paid in December 2015. The special dividend payment, which totaled $136.7 million, led to the decline in retained earnings since June 30, 2015 and also resulted in the decrease of Corporate assets from that presented in the business segment information disclosed in our 2015 Annual Report on Form 10-K. The share repurchases in the nine months ended March 31, 2016 and 2015 were for shares repurchased in satisfaction of tax withholding obligations arising from the vesting of restricted stock granted to employees. At March 31, 2016 , 1,418,152 shares remained authorized for future buyback under the existing share repurchase program.
At March 31, 2016 , we had an unsecured revolving credit facility under which we could borrow up to a maximum of $120 million at any one time. We had no borrowings outstanding under this facility at March 31, 2016 . At March 31, 2016 , we had $4.7 million of standby letters of credit outstanding, which reduced the amount available for borrowing on this facility. At March 31, 2016 , we were in compliance with all applicable provisions and covenants of this facility, and we exceeded the requirements of the financial covenants by substantial margins. At March 31, 2016 , we were not aware of any event that would constitute a default under this facility.
On April 8, 2016, we entered into a new unsecured revolving credit facility (“New Credit Facility”). The New Credit Facility replaced our existing credit facility discussed above. The material terms and covenants of the New Credit Facility are substantially similar to our existing credit facility.

16



The New Credit Facility provides that we may borrow, on a revolving credit basis, up to a maximum of $150 million at any one time. The New Credit Facility expires in April 2021, and all outstanding amounts are then due and payable. Interest is variable based upon formulas tied to LIBOR or an alternative base rate defined in the New Credit Facility, at our option. We must also pay facility fees that are tied to our then-applicable consolidated leverage ratio. Loans may be used for general corporate purposes. Due to the nature of its terms, when we have outstanding borrowings under the New Credit Facility, they will be classified as long-term debt.
The New Credit Facility contains certain restrictive covenants, including limitations on indebtedness, asset sales and acquisitions, and financial covenants relating to interest coverage and leverage. We currently expect to remain in compliance with the facility’s covenants for the foreseeable future. However, a default under the facility could accelerate the repayment of any outstanding indebtedness and limit our access to $75 million of additional credit available under the facility. Such an event could require a reduction in or curtailment of cash dividends or share repurchases, reduce or delay beneficial expansion or investment plans, or otherwise impact our ability to meet our obligations when due.
We believe that cash provided by operating activities and our existing balances in cash and equivalents, in addition to that available under our New Credit Facility, should be adequate to meet our cash requirements through 2016 and 2017 . If we were to borrow outside of our New Credit Facility under current market terms, our average interest rate may increase significantly and have an adverse effect on our results of operations.
CONTRACTUAL OBLIGATIONS
We have various contractual obligations that are appropriately recorded as liabilities in our condensed consolidated financial statements. Certain other items, such as purchase obligations, are not recognized as liabilities in our condensed consolidated financial statements. Examples of items not recognized as liabilities in our condensed consolidated financial statements are commitments to purchase raw materials or packaging inventory that has not yet been received as of March 31, 2016 and future minimum lease payments for the use of property and equipment under operating lease agreements. Aside from expected changes in raw-material needs due to changes in product demand and the impact of commodity prices, there have been no significant changes to the contractual obligations disclosed in our 2015 Annual Report on Form 10-K.
CRITICAL ACCOUNTING POLICIES
There have been no changes in critical accounting policies from those policies disclosed in our 2015 Annual Report on Form 10-K.
RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements and their impact on our consolidated financial statements are disclosed in Note 1 to the condensed consolidated financial statements.
FORWARD-LOOKING STATEMENTS
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This Quarterly Report on Form 10-Q contains various “forward-looking statements” within the meaning of the PSLRA and other applicable securities laws. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “believe,” “intend,” “plan,” “expect,” “hope” or similar words. These statements discuss future expectations; contain projections regarding future developments, operations or financial conditions; or state other forward-looking information. Such statements are based upon assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe to be appropriate. These forward-looking statements involve various important risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed in the forward-looking statements. Actual results may differ as a result of factors over which we have no, or limited, control including, without limitation, the specific influences outlined below. Management believes these forward-looking statements to be reasonable; however, one should not place undue reliance on such statements that are based on current expectations. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update such forward-looking statements, except as required by law.
Items which could impact these forward-looking statements include, but are not limited to:
•
the potential for another large outbreak of avian influenza in the U.S. and the resulting fluctuations in the cost and availability of egg-based ingredients;
•
our ability to successfully implement our initiative to selectively rationalize business within our foodservice channel;
•
fluctuations in the cost and availability of other raw materials and packaging;
•
the reaction of customers or consumers to the effect of price increases we may implement;

17



•
the potential for loss of larger programs or key customer relationships;
•
the effect of consolidation of customers within key market channels;
•
price and product competition;
•
the success and cost of new product development efforts;
•
the lack of market acceptance of new products;
•
the possible occurrence of product recalls or other defective or mislabeled product costs;
•
changes in demand for our products, which may result from loss of brand reputation or customer goodwill;
•
maintenance of competitive position with respect to other manufacturers;
•
adverse changes in freight, energy or other costs of producing, distributing or transporting our products;
•
capacity constraints that may affect our ability to meet demand or may increase our costs;
•
dependence on contract manufacturers;
•
efficiencies in plant operations;
•
stability of labor relations, including the impact of our contract negotiations with a collective bargaining unit beginning in our fourth fiscal quarter;
•
the outcome of any litigation or arbitration;
•
the impact of fluctuations in our pension plan asset values on funding levels, contributions required and benefit costs;
•
the ability to successfully grow the Flatout business;
•
the extent to which future business acquisitions are completed and acceptably integrated;
•
dependence on key personnel and changes in key personnel;
•
changes in financial markets;
•
access to any required financing;
•
changes in estimates in critical accounting judgments; and
•
certain other factors, including the information disclosed in our discussion of risk factors under Item 1A of our 2015 Annual Report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our market risks have not changed materially from those disclosed in our 2015 Annual Report on Form 10-K.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer evaluated, with the participation of management, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2016 to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is 1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and 2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting. No changes were made to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

18




PART II – OTHER INFORMATION
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed under Item 1A in our 2015 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) In November 2010, our Board of Directors approved a share repurchase authorization of 2,000,000 shares, of which 1,418,152 shares remained authorized for future repurchases at March 31, 2016 . This share repurchase authorization does not have a stated expiration date. In the third quarter, we made the following repurchases of our common stock:
Period
Total
Number of
Shares
Purchased
 
Average
Price Paid
Per Share
 
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans
 
Maximum
Number of
Shares that
May Yet be
Purchased
Under the
Plans
January 1-31, 2016
—

 
$
—

 
—

 
1,419,682

February 1-29, 2016 (1)
1,530

 
$
101.16

 
1,530

 
1,418,152

March 1-31, 2016
—

 
$
—

 
—

 
1,418,152

Total
1,530

 
$
101.16

 
1,530

 
1,418,152

(1) Represents shares that were repurchased in satisfaction of tax withholding obligations arising from the vesting of restricted stock granted to employees under the Lancaster Colony Corporation 2005 Stock Plan.
Item 6. Exhibits
See Index to Exhibits following Signatures.


19



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
L ANCASTER  C OLONY  C ORPORATION
 
 
 
 
 
(Registrant)
Date:
May 3, 2016
 
By:
 
/s/ J OHN  B. G ERLACH , J R .
 
 
 
 
 
John B. Gerlach, Jr.
 
 
 
 
 
Chairman, Chief Executive Officer
 
 
 
 
 
and Director
 
 
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
Date:
May 3, 2016
 
By:
 
/s/ D OUGLAS  A. F ELL
 
 
 
 
 
Douglas A. Fell
 
 
 
 
 
Treasurer, Vice President,
 
 
 
 
 
Assistant Secretary and
 
 
 
 
 
Chief Financial Officer
 
 
 
 
 
(Principal Financial and Accounting Officer)


20



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
FORM 10-Q
MARCH 31, 2016
INDEX TO EXHIBITS
 
 
 
 
 
 
Exhibit
Number
  
Description
  
Located at
 
 
 
 
 
10.1*
 
Form of Restricted Stock Award Agreement for Employees and Consultants under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan
 
Filed herewith
 
 
 
 
 
10.2*
 
Form of Stock Appreciation Rights Award Agreement for Employees and Consultants under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan
 
Filed herewith
 
 
 
 
 
31.1
  
Certification of CEO under Section 302 of the Sarbanes-Oxley Act of 2002
  
Filed herewith
 
 
 
 
31.2
  
Certification of CFO under Section 302 of the Sarbanes-Oxley Act of 2002
  
Filed herewith
 
 
 
 
32
  
Certification of CEO and CFO under Section 906 of the Sarbanes-Oxley Act of 2002
  
Furnished herewith
 
 
 
 
101.INS
  
XBRL Instance Document
  
Filed herewith
 
 
 
 
101.SCH
  
XBRL Taxonomy Extension Schema Document
  
Filed herewith
 
 
 
 
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document
  
Filed herewith
 
 
 
 
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document
  
Filed herewith
 
 
 
 
101.LAB
  
XBRL Taxonomy Extension Label Linkbase Document
  
Filed herewith
 
 
 
 
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document
  
Filed herewith
 
 
 
 
 
*Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any Executive Officer participates.

21


 
 
 
 
Exhibit 10.1

LANCASTER COLONY CORPORATION
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. Definitions . As used in this Agreement:
(a) “ Compete ” means to do any of the following as an officer, director, employee, independent contractor, consultant, owner, partner, member, shareholder, equity holder, or joint venturer of a competitor of the Company, or in any other capacity whatsoever with a competitor of the Company: (a) to directly or indirectly work for a competitor; or (b) to directly or indirectly assist a competitor with one of its existing or prospective goods or services that directly or indirectly competes, will directly or indirectly compete, or would directly or indirectly compete with a good or service directly or indirectly offered, or that may or will be directly or indirectly offered, by the Company .
(b) Confidential Information ” means any and all non-public information regarding the Company, its goods, or its services. “ Confidential Information ” includes any information that qualifies as a “trade secret” under the Uniform Trade Secrets Act or the common law of any state. Additionally, the term “ Confidential Information ” includes the aforementioned non-public information that has become public because a person or entity breached an obligation to maintain its confidentiality.
(c) “ 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.
(d) “ Protected Territory ” includes the following geographic areas: (a) all states and territories of the United States of America; and (b) any other geographic area where it is reasonably necessary for the protection of the




Company’s legitimate interests to restrict Employee from competing and such restriction does not impose an undue hardship on Employee or disregard the interests of the public.
(e) “ Retire ” shall mean, unless the Administrator determines otherwise, the Grantee’s termination of his or her employment (other than by death or Disability).
(f) “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.
(g) “ Third Party ” or “ Third Parties ” means, individually or collectively, any current or prospective client, vendor, or other person or entity in an existing or potential business relationship with the Company during Employee’s employment with the Company or within the two (2) years following Employee’s termination of employment with the Company.“
(h) “ Third Party Confidential Information ” means any and all non-public information provided to Employee, on a confidential basis, by or on behalf of any existing or potential client, vendor, or other person or entity in an existing or potential business relationship with the Company. Additionally, the term “ Third Party Confidential Information ” includes the aforementioned non-public information that has become public because a person or entity breached an obligation to maintain its confidentiality.
(i) “Vesting Date” shall mean the earliest of a Change in Control or the events described in Section 3(b) or Section 3(c) .
(j) For purposes of Sections 1(a)-(d) and Sections 1(g)-(h) , the “ Company ” shall mean Lancaster Colony Corporation or any of its parent, subsidiary, or affiliated companies.
2. 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.
3. Vesting of Awarded Shares .
(a) Except as provided in Section 3(b) and 3(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 3(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.
(c) Unless the Administrator determines otherwise, if Grantee is Retirement Eligible as 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 3(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 3(a) if Grantee Retires after the second anniversary of the Grant Date but before the third anniversary of the Grant Date.
4. 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 3(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.
5. 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 3(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.
6. Effect of Change in Control . Notwithstanding anything in this Agreement to the contrary, including Section 3 , in the event of a Change in Control, the Awarded Shares will be affected in accordance with Section 17 of the Plan.
7. Adjustments . The Awarded Shares shall be subject to adjustment in accordance with Section 17 of the Plan.
8. 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.”
9. 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 9 to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld.
10. 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
37 West Broad Street
Columbus, Ohio 43215
Attention: Corporate Secretary




11. 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.
12. 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.
13. Innovations . In consideration of the Awarded Shares, the Grantee agrees:
(a) For purposes of this Section 13 , the “ Company ” shall mean Lancaster Colony Corporation or any of its parent, subsidiary, or affiliated companies. All Innovations shall belong to and be the exclusive property of the Company.
(b) 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.
(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 any copies or versions of such information.
14. Improper Use or Disclosure of Confidential Information . In consideration of the Awarded Shares, the Grantee agrees to the following terms on maintaining confidentiality of certain non-public information:
(a) For purposes of this Section 14 , the “ Company ” shall mean Lancaster Colony Corporation or any of its parent, subsidiary, or affiliated companies.
(b) The Grantee agrees that during employment with the Company, and at any time thereafter regardless of the reasons for termination, the Grantee will not directly or indirectly do any of the following:
(i) use, or attempt to use, any Confidential Information or Third Party Confidential Information, except as required for the performance of the Grantee’s lawful job duties for the Company;
(ii) disclose, or attempt to disclose, any Confidential Information to any person or entity who, at the time of the disclosure or attempted disclosure, does not have access to the information that was authorized by an agent of the Company with actual authority to provide such access; and/or
(iii) disclose, or attempt to disclose, any Third Party Confidential Information to any person or entity who, at the time of the disclosure or attempted disclosure, does not have access to the information that was authorized by (1) an agent of the Company with actual authority to provide such access and/or (2) an agent of the owner of the Third Party Confidential Information with actual authority to provide such access.
(c) Nothing in Section 14 of this Agreement restricts the Grantee from exercising any rights conferred by Section 7 of the National Labor Relations Act. Additionally, nothing in Section 14 of this Agreement restricts the Grantee from exercising any other rights that are conferred by federal, state, and/or local law and that an agreement such as this is prohibited by law from restricting. Further, nothing in Section 14 of this Agreement restricts the Grantee from reporting conduct the Grantee reasonably, and in good faith, believes to be a violation of federal, state,




and/or local law. However, in exercising such rights or in making such reports, the Grantee must act in good faith and not unreasonably or unnecessarily disclose any Confidential Information or Third Party Confidential Information. Furthermore, if any Confidential Information is to be disclosed outside of the Company in exercising such rights or in making such reports, then the Grantee is required to provide prior written notice of the disclosure to Company management, so long as such prior written notice is not prohibited by law. If any Third Party Confidential Information is to be disclosed outside of the Company in exercising such rights or in making such reports, then the Grantee is required to provide prior written notice of the disclosure to Company management and to the management of any affected owner of Third Party Confidential Information, so long as such prior written notice is not prohibited by law. The Grantee must provide the prior written notice on or before the moment the Grantee makes the disclosure.
15. Unfair Competition . In consideration of the Awarded Shares, the Grantee agrees to be prohibited from engaging in unfair competition with the Company both during and after employment as follows:
(a) For purposes of this Section 15 , the “ Company ” shall mean Lancaster Colony Corporation or any of its parent, subsidiary, or affiliated companies.
(b) The Grantee acknowledges that, by working for the Company, he or she will: (i) have access to, learn about, and work with the Company’s valuable and unique Confidential Information, all of which the Company developed through substantial, time, effort, and expense; (ii) be in contact and develop relationships with Third Parties, the contacts and relationships with whom the Company developed through substantial time, effort, and expense; and (iii) receive valuable training, knowledge, and expertise, some or all of which the Grantee gained in whole or in part through substantial time, effort, and expense by the Company. For these reasons, the Grantee acknowledges and agrees that the Company has legitimate interests in restricting the Grantee’s competitive activities both during and after employment with the Company and that the restrictions contained in this Section 15 are necessary to protect those legitimate business interests, are designed to eliminate competition that would be unfair to the Company, are reasonable in time and scope, and do not confer a benefit upon the Company which is disproportionate to any detriment to the Grantee.
(c) The Grantee agrees that during employment with the Company, and for a period of one (1) year thereafter regardless of the reasons for termination, the Grantee will not Compete with the Company, or prepare to Compete with the Company, within the Protected Territory. This restriction applies regardless of whether the Grantee is physically present in the Protected Territory engaging in prohibited competition or whether the Grantee uses means of communication, such as the telephone or the Internet, to engage in prohibited competition within the Protected Territory while physically outside of the Protected Territory. Notwithstanding the foregoing, n othing in this Agreement shall prohibit the Grantee from purchasing or owning less than five percent (5%) of the publicly traded securities of any competitor of the Company’s, provided that such ownership represents a passive investment and that the Grantee is not a controlling person of, or a member of a group that controls, such competitor.
(d) The Grantee agrees that during employment with the Company and for a period of two (2) years thereafter regardless of the reasons for termination, the Grantee will not, to any tangible or intangible detriment of the Company, directly or indirectly do any of the following:
(i) solicit in any way, or attempt to solicit in any way, any business from a Third Party;
(ii) accept any business from, or attempt to accept any business from, a Third Party; and/or
(iii) induce in any way, or attempt to induce in any way, a Third Party to terminate or diminish in any way its existing or prospective business relationship with the Company.
(e) The Grantee agrees that during employment with the Company and for a period of two (2) years thereafter regardless of the reasons for termination, the Grantee will not directly or indirectly do any of the following:
(i) solicit in any way, or attempt to solicit in any way, any current or prospective employee of the Company to decline any prospective employment with the Company or to terminate his or her current employment with the Company; and/or
(ii) induce in any way, or attempt to induce in any way, any current or prospective employee of the Company to decline any prospective employment with the Company or to terminate his or her current employment with the Company.
16. Miscellaneous and Remedies . In consideration of the Awarded Shares, the Grantee agrees to be bound by the following:




(a) For purposes of this Section 16 , the “ Company ” shall mean Lancaster Colony Corporation or any of its parent, subsidiary, or affiliated companies.
(b) The Grantee represents that the Grantee currently has no restrictions on competition imposed by any agreement with any prior employer, including without limitation any non-competition restriction or non-solicitation restriction, that would prevent the Grantee from working for the Company and performing all lawful duties that the Company may require of the Grantee. By signing this Agreement, the Grantee certifies that the Grantee has made every good faith effort to determine whether any such restrictions exist. The Grantee agrees that the Grantee is prohibited from using or disclosing any confidential business information or trade secrets of a prior employer. This prohibits without limitation any disclosure of such information or trade secrets to any employee of the Company or any use of such information or trade secrets as part of the Grantee’s job duties with the Company. The Grantee further acknowledges that the Company will never directly or indirectly request Employee to improperly use or disclose any prior employer’s confidential information or trade secrets. If any Company employee does make such a request, the Grantee shall immediately report the request to the Company’s Human Resources Department.
(c) 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.
(d) The Grantee agrees that any breach, threatened breach, or attempted breach by the Grantee of Sections 13 , 14 , and/or 15 of this Agreement will cause immediate and irreparable harm to the Company that cannot be adequately remedied by money damages and will entitle the Company to immediate injunctive relief and/or specific performance in any court of competent jurisdiction, as well as to all other legal or equitable remedies and Uniform Trade Secrets Act remedies, where applicable, to which the Company may be entitled.
(e) If a jury or court of competent jurisdiction finds that the Grantee has breached Section 14 of this Agreement, and this finding becomes final after any appeals are exhausted, then the Grantee is liable to the Company, for each breach, in an amount equal to ten percent (10%) of the Grantee’s last total annual compensation provided by the Company. The Grantee agrees that if the Grantee breaches Section 14 of this Agreement then Company will suffer actual damages in an amount that would be difficult if not impossible to determine and that the liquidated damages imposed for a breach of Section 14 of this Agreement represent the damages fairly estimated by the parties to result from any breach and do not constitute a penalty. Furthermore, the Grantee agrees that the imposition of these liquidated damages does not demonstrate or imply that the Company would not suffer irreparable harm from any breach of this Agreement and does not render improper the award of injunctive relief.
(f) The Grantee agrees that if the Grantee breaches, threatens to breach, or attempts to breach any of the provisions of Section 15(c) following termination of employment with the Company, then the post-employment restricted period for Section 15(c) shall be extended to encompass the period of one (1) year from the date the Company obtains a court order providing preliminary or permanent injunctive relief enjoining the Grantee from any or all acts and/or omissions contrary to Section 15(c) . Similarly, if the Grantee breaches, threatens to breach, or attempts to breach any of the provisions of Sections 15(d) and/or 15(e) following termination of employment with the Company, then the restricted period for Sections 15(d) and/or 15(e) shall be extended to encompass the period of two (2) years from the date the Company obtains a court order providing preliminary or permanent injunctive relief enjoining the Grantee from any acts and/or omissions contrary to Sections 15(d) and/or 15(e) .
(g) If the Company is, in its sole judgment, compelled to assert a cause of action against the Grantee to enforce or remedy any breach, threatened breach, or attempted breach of Sections 13 , 14 , and/or 15 of this Agreement, then the Grantee agrees to reimburse the Company for its reasonable attorneys’ fees and other reasonable expenses incurred in the investigation and successful prosecution or settlement of any such cause of action in addition to any damages or other remedies obtained by the Company.
(h) If any part of the restrictions contained in Section 15 of this Agreement are found unenforceable by any court of competent jurisdiction, then the parties agree that they intend for the court to enforce the restrictions to the extent reasonable or enforceable and to not decline enforcement. The parties agree that, in any litigation over Section 15 of this Agreement, they will jointly advocate this position to the court and/or any jury.
17. 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.
18. 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.
19. 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 19 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.
20. 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.
21. 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 shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
22. Governing Law . This Agreement is made under, and shall be construed in accordance with the internal substantive laws of the State of Ohio.
23. 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.
24. 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.





Executed in the name and on behalf of the Company in Columbus, Ohio as of __________, 20___.
 
 
 
LANCASTER COLONY CORPORATION
 
 
 
 
 
 
 
 
 
By:
 
 
 
 
 
 
 
Name: Matthew R. Shurte
 
 
 
 
 
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:
 




 
 
 
 
Exhibit 10.2

LANCASTER COLONY CORPORATION
FORM OF STOCK APPRECIATION RIGHTS AGREEMENT
This Stock Appreciation Rights 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 Stock Appreciation Rights 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 _____ Stock Appreciation Rights (“ SARs ”) subject to the terms and conditions of the Plan and the terms and conditions described below, which SARs are a right to receive Shares with a Fair Market Value equal to 100% of the Spread at the time of exercise; 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.
Definitions . As used in this Agreement:
(a) “ Base Price ” means $        , which is not less than the Fair Market Value of a Share on the Grant Date.
(b) “ Compete ” means for the Grantee to do any of the following as an officer, director, employee, independent contractor, consultant, owner, partner, member, shareholder, equity holder, or joint venture of a competitor of the Company, or in any other capacity whatsoever with a competitor of the Company: (a) to directly or indirectly work for a competitor; or (b) to directly or indirectly assist a competitor with one of its existing or prospective goods or services that directly or indirectly competes, will directly or indirectly compete, or would directly or indirectly compete with a good or service directly or indirectly offered, or that may or will be directly or indirectly offered, by the Company .
(c) “ Confidential Information ” means any and all non-public information regarding the Company, its goods, or its services. “ Confidential Information ” includes any information that qualifies as a “trade secret” under the Uniform Trade Secrets Act or the common law of any state. Additionally, the term “ Confidential Information ” includes the aforementioned non-public information that has become public because a person or entity breached an obligation to maintain its confidentiality
(d) “ 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.
(e) “ Protected Territory ” includes the following geographic areas: (a) all states and territories of the United States of America; and (b) any other geographic area where it is reasonably necessary for the protection of the Company’s legitimate interests to restrict the Grantee from competing and such restriction does not impose an undue hardship on the Grantee or disregard the interests of the public.
(f) “ Spread ” means the excess of the Fair Market Value of a Share on the date on which a SAR is exercised over the Base Price.
(g) “ Third Party ” or “ Third Parties ” mean, individually or collectively, any current or prospective client, vendor, or other person or entity in an existing or potential business relationship with the Company during the Grantee’s employment with the Company or within the two (2) years following the Grantee’s termination of employment with the Company.
(h) “ Third Party Confidential Information ” means any and all non-public information provided to the Grantee, on a confidential basis, by or on behalf of any existing or potential client, vendor, or other person or entity in an existing or potential business relationship with the Company. Additionally, the term “ Third Party Confidential Information ” includes the aforementioned non-public information that has become public because a person or entity breached an obligation to maintain its confidentiality.
(i) For purposes of Sections 1(b)-(e) and Sections 1(g)-(h) , the “ Company ” shall mean Lancaster Colony Corporation or any of its parent, subsidiary, or affiliated companies.
2. Vesting of SARs . The SARs shall become exercisable as follows:
(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 a Service Provider 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 a Service Provider through such date;
(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 a Service Provider through such date;
provided , that notwithstanding anything in this Section 2 to the contrary, if Grantee is Retirement Eligible as of the Grant Date, any SARs that have not become exercisable prior to the date of Grantee’s Retirement shall become exercisable, subject to Section 4 , in accordance with the schedule set forth in clauses (a) and (b) of this Section 2 but without regard to whether Grantee has retained Continuous Status as an Employee or Consultant. In calculating the one-third amounts described in Sections 2(a) and (b) , 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. For purposes of this Agreement: “ Retirement ” shall mean, unless the Administrator determines otherwise, the Grantee’s termination of his or her employment (other than by death or Disability) at least six months after the Grant Date. “ 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; and provided further , that notwithstanding anything in this Section 2 to the contrary, any unexercisable SARs shall become immediately exercisable on (A) the date upon which the Grantee terminates his or her Continuous Status as a Service Provider for Good Reason; or (B) the date upon which the Company terminates the Grantee’s Continuous Status as a Service Provider without Cause.
3.
Exercise of SARs .
(a) To the extent exercisable as provided in Section 2 or Section 5 of this Agreement, the SARs may be exercised in whole or in part by delivery to the Company of a 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.
4. Termination of SARs . The SARs shall terminate upon the earliest to occur of the following:
(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 or Retirement;
(b) 180 days after the Grantee ceases to retain Continuous Status as an Employee or Consultant as a result of the Grantee’s Disability;
(c) One year 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.
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 SARs will be affected in accordance with Section 17 of the Plan.
6. Transferability . No SAR may be transferred by the Grantee other than by will or the laws of descent and distribution. The SARs may be exercised during a Grantee’s lifetime only by the Grantee or, in the event of the Grantee legal incapacity, by the Grantee’s guardian or legal representative acting in a fiduciary capacity on behalf of the Grantee under state law and court supervision. The SARs may be exercised after the Grantee’s death by (a) the Grantee’s designated beneficiary, provided such beneficiary has been designated prior to the Grantee’s death in a form acceptable to the Committee, or (b) the personal representative of the Grantee’s 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.
7. Compliance with Law . The SARs shall not be exercisable if such exercise would involve a violation of any applicable federal or state securities law, and the Company hereby agrees to make reasonable efforts to comply with any applicable federal and state securities law.
8. Adjustments . The SARs shall be subject to adjustment in accordance with Section 17 of the Plan.
9. Withholding Taxes . To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with the exercise of the SARs, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to such exercise 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 Shares to be delivered to the Grantee. If such election is made, the 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 Shares to be withheld pursuant to this Section 9 to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld.
10. 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
37 West Broad Street
Columbus, Ohio 43215
Attention: Corporate Secretary
11. No Employment Contract; Right to Terminate Employment . The grant of SARs 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 SARs 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.
12. 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 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.
13. Innovations . In consideration of the awarded SARs, the Grantee agrees:
(a) For purposes of this Section 13 , the “ Company ” shall mean Lancaster Colony Corporation or any of its parent, subsidiary, or affiliated companies. All Innovations shall belong to and be the exclusive property of the Company.
(b) 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.
(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 any copies or versions of such information.
14. Improper Use or Disclosure of Confidential Information . In consideration of the awarded SARs, the Grantee agrees to the following terms on maintaining confidentiality of certain non-public information:
(a) For purposes of this Section 14 , the “ Company ” shall mean Lancaster Colony Corporation or any of its parent, subsidiary, or affiliated companies.
(b) The Grantee agrees that during employment with the Company, and at any time thereafter regardless of the reasons for termination, the Grantee will not directly or indirectly do any of the following:
(i) use, or attempt to use, any Confidential Information or Third Party Confidential Information, except as required for the performance of the Grantee’s lawful job duties for the Company;
(ii) disclose, or attempt to disclose, any Confidential Information to any person or entity who, at the time of the disclosure or attempted disclosure, does not have access to the information that was authorized by an agent of the Company with actual authority to provide such access; and/or
(iii) disclose, or attempt to disclose, any Third Party Confidential Information to any person or entity who, at the time of the disclosure or attempted disclosure, does not have access to the information that was authorized by (1) an agent of the Company with actual authority to provide such access and/or (2) an agent of the owner of the Third Party Confidential Information with actual authority to provide such access.
(c) Nothing in Section 14 of this Agreement restricts the Grantee from exercising any rights conferred by Section 7 of the National Labor Relations Act. Additionally, nothing in Section 14 of this Agreement restricts the Grantee from exercising any other rights that are conferred by federal, state, and/or local law and that an agreement such as this is prohibited by law from restricting. Further, nothing in Section 14 of this Agreement restricts the Grantee from reporting conduct the Grantee reasonably, and in good faith, believes to be a violation of federal, state,




and/or local law. However, in exercising such rights or in making such reports, the Grantee must act in good faith and not unreasonably or unnecessarily disclose any Confidential Information or Third Party Confidential Information. Furthermore, if any Confidential Information is to be disclosed outside of the Company in exercising such rights or in making such reports, then the Grantee is required to provide prior written notice of the disclosure to Company management, so long as such prior written notice is not prohibited by law. If any Third Party Confidential Information is to be disclosed outside of the Company in exercising such rights or in making such reports, then the Grantee is required to provide prior written notice of the disclosure to Company management and to the management of any affected owner of Third Party Confidential Information, so long as such prior written notice is not prohibited by law. The Grantee must provide the prior written notice on or before the moment the Grantee makes the disclosure.
15. Unfair Competition . In consideration of the awarded SARs, the Grantee agrees to be prohibited from engaging in unfair competition with the Company both during and after employment as follows:
(a) For purposes of this Section 15 , the “ Company ” shall mean Lancaster Colony Corporation or any of its parent, subsidiary, or affiliated companies.
(b) The Grantee acknowledges that, by working for the Company, he or she will: (i) have access to, learn about, and work with the Company’s valuable and unique Confidential Information, all of which the Company developed through substantial, time, effort, and expense; (ii) be in contact and develop relationships with Third Parties, the contacts and relationships with whom the Company developed through substantial time, effort, and expense; and (iii) receive valuable training, knowledge, and expertise, some or all of which the Grantee gained in whole or in part through substantial time, effort, and expense by the Company. For these reasons, the Grantee acknowledges and agrees that the Company has legitimate interests in restricting the Grantee’s competitive activities both during and after employment with the Company and that the restrictions contained in this Section 15 are necessary to protect those legitimate business interests, are designed to eliminate competition that would be unfair to the Company, are reasonable in time and scope, and do not confer a benefit upon the Company which is disproportionate to any detriment to the Grantee.
(c) The Grantee agrees that during employment with the Company, and for a period of one (1) year thereafter regardless of the reasons for termination, the Grantee will not Compete with the Company, or prepare to Compete with the Company, within the Protected Territory. This restriction applies regardless of whether the Grantee is physically present in the Protected Territory engaging in prohibited competition or whether the Grantee uses means of communication, such as the telephone or the Internet, to engage in prohibited competition within the Protected Territory while physically outside of the Protected Territory. Notwithstanding the foregoing, n othing in this Agreement shall prohibit the Grantee from purchasing or owning less than five percent (5%) of the publicly traded securities of any competitor of the Company, provided that such ownership represents a passive investment and that the Grantee is not a controlling person of, or a member of a group that controls, such competitor.
(d) The Grantee agrees that during employment with the Company and for a period of two (2) years thereafter regardless of the reasons for termination, the Grantee will not, to any tangible or intangible detriment of the Company, directly or indirectly do any of the following:
(i) solicit in any way, or attempt to solicit in any way, any business from a Third Party;
(ii) accept any business from, or attempt to accept any business from, a Third Party; and/or
(iii) induce in any way, or attempt to induce in any way, a Third Party to terminate or diminish in any way its existing or prospective business relationship with the Company.
(e) The Grantee agrees that during employment with the Company and for a period of two (2) years thereafter regardless of the reasons for termination, the Grantee will not directly or indirectly do any of the following:
(i) solicit in any way, or attempt to solicit in any way, any current or prospective employee of the Company to decline any prospective employment with the Company or to terminate his or her current employment with the Company; and/or




(ii) induce in any way, or attempt to induce in any way, any current or prospective employee of the Company to decline any prospective employment with the Company or to terminate his or her current employment with the Company.
16. Miscellaneous and Remedies . In consideration of the awarded SARs, the Grantee agrees to be bound by the following:
(a) For purposes of this Section 16 , the “ Company ” shall mean Lancaster Colony Corporation or any of its parent, subsidiary, or affiliated companies.
(b) The Grantee represents that the Grantee currently has no restrictions on competition imposed by any agreement with any prior employer, including without limitation any non-competition restriction or non-solicitation restriction, that would prevent the Grantee from working for the Company and performing all lawful duties that the Company may require of the Grantee. By signing this Agreement, the Grantee certifies that the Grantee has made every good faith effort to determine whether any such restrictions exist. The Grantee agrees that the Grantee is prohibited from using or disclosing any confidential business information or trade secrets of a prior employer. This prohibits without limitation any disclosure of such information or trade secrets to any employee of the Company or any use of such information or trade secrets as part of the Grantee’s job duties with the Company. The Grantee further acknowledges that the Company will never directly or indirectly request Employee to improperly use or disclose any prior employer’s confidential information or trade secrets. If any Company employee does make such a request, the Grantee shall immediately report the request to the Company’s Human Resources Department.
(c) 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.
(d) The Grantee agrees that any breach, threatened breach, or attempted breach by the Grantee of Sections 13 , 14 , and/or 15 of this Agreement will cause immediate and irreparable harm to the Company that cannot be adequately remedied by money damages and will entitle the Company to immediate injunctive relief and/or specific performance in any court of competent jurisdiction, as well as to all other legal or equitable remedies and Uniform Trade Secrets Act remedies, where applicable, to which the Company may be entitled.
(e) If a jury or court of competent jurisdiction finds that the Grantee has breached Section 14 of this Agreement, and this finding becomes final after any appeals are exhausted, then the Grantee is liable to the Company, for each breach, in an amount equal to ten percent (10%) of the Grantee’s last total annual compensation provided by the Company. The Grantee agrees that if the Grantee breaches Section 14 of this Agreement, then Company will suffer actual damages in an amount that would be difficult if not impossible to determine and that the liquidated damages imposed for a breach of Section 14 of this Agreement represent the damages fairly estimated by the parties to result from any breach and do not constitute a penalty. Furthermore, the Grantee agrees that the imposition of these liquidated damages does not demonstrate or imply that the Company would not suffer irreparable harm from any breach of this Agreement and does not render improper the award of injunctive relief.
(f) The Grantee agrees that if the Grantee breaches, threatens to breach, or attempts to breach any of the provisions of Section 15(c) following termination of employment with the Company, then the post-employment restricted period for Section 15(c) shall be extended to encompass the period of one (1) year from the date the Company obtains a court order providing preliminary or permanent injunctive relief enjoining the Grantee from any or all acts and/or omissions contrary to Section 15(c) . Similarly, if the Grantee breaches, threatens to breach, or attempts to breach any of the provisions of Sections 15(d) and/or 15(e) following termination of employment with the Company, then the restricted period for Sections 15(d) and/or 15(e) shall be extended to encompass the period of two (2) years from the date the Company obtains a court order providing preliminary or permanent injunctive relief enjoining the Grantee from any acts and/or omissions contrary to Sections 15(d) and/or 15(e) .
(g) If the Company is, in its sole judgment, compelled to assert a cause of action against the Grantee to enforce or remedy any breach, threatened breach, or attempted breach of Sections 13 , 14 , and/or 15 of this Agreement, then the Grantee agrees to reimburse the Company for its reasonable attorneys’ fees and other reasonable expenses incurred in the investigation and successful prosecution or settlement of any such cause of action in addition to any damages or other remedies obtained by the Company.




(h) If any part of the restrictions contained in Section 15 of this Agreement are found unenforceable by any court of competent jurisdiction, then the parties agree that they intend for the court to enforce the restrictions to the extent reasonable or enforceable and to not decline enforcement. The parties agree that, in any litigation over Section 15 of this Agreement, they will jointly advocate this position to the court and/or any jury.
17. 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.
18. 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.
19. 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 19 shall be conclusive for all purposes. The Grantee specifically understands and agrees that the SARs 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.
20. 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 SARs without the Grantee’s consent.
21. 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 shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
22. Governing Law . This Agreement is made under, and shall be construed in accordance with the internal substantive laws of the State of Ohio.
23. 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.
24. Electronic Delivery and Consent to Electronic Participation . The Company may, in its sole discretion, decide to deliver any documents related to the SARs and participation in the Plan or future grants of Stock Appreciation Rights 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 Stock Appreciation Rights grants and the execution of award agreements through electronic signature.





Executed in the name and on behalf of the Company in Columbus, Ohio as of __________, 20___.
 
 
 
LANCASTER COLONY CORPORATION
 
 
 
 
 
 
 
 
 
By:
 
 
 
 
 
 
 
Name: Matthew R. Shurte
 
 
 
 
 
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 SARs 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:
 





Exhibit 31.1
Certification by Chief Executive Officer
I, John B. Gerlach, Jr., certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Lancaster Colony Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:
May 3, 2016
 
By:
 
/s/ J OHN  B. G ERLACH , J R .
 
 
 
 
 
    John B. Gerlach, Jr.
     Chief Executive Officer




Exhibit 31.2
Certification by Chief Financial Officer
I, Douglas A. Fell, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Lancaster Colony Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



 
 
 
 
 
 
Date:
May 3, 2016
 
By:
 
/s/ D OUGLAS  A. F ELL
 
 
 
 
 
Douglas A. Fell
 
 
 
 
 
Chief Financial Officer




Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18, UNITED STATES CODE, SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Lancaster Colony Corporation (the “Company”) on Form 10-Q for the quarter ending March 31, 2016 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John B. Gerlach, Jr., Chief Executive Officer of the Company, and Douglas A. Fell, Chief Financial Officer of the Company, respectively, do each hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
 
By:
 
/s/ J OHN  B. G ERLACH , J R .
 
 
John B. Gerlach, Jr.
 
 
Chief Executive Officer
 
May 3, 2016
 
 
By:
 
/s/ D OUGLAS  A. F ELL
 
 
Douglas A. Fell
 
 
Chief Financial Officer
 
May 3, 2016



The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.