10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

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.)
380 Polaris Parkway	Suite 400
Westerville	Ohio	43082
(Address of principal executive offices)		(Zip Code)

 

(614)	224-7141
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, without par value	LANC	NASDAQ Global Select Market

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 every Interactive Data File required to be submitted 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 such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

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 October 13, 2023, there were approximately 27,517,000 shares of Common Stock, without par value, outstanding.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3
Item 1.	Condensed Consolidated Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets – September 30, 2023 and June 30, 2023	3
	Condensed Consolidated Statements of Income – Three Months Ended September 30, 2023 and 2022	4
	Condensed Consolidated Statements of Comprehensive Income – Three Months Ended September 30, 2023 and 2022	5
	Condensed Consolidated Statements of Cash Flows – Three Months Ended September 30, 2023 and 2022	6
	Condensed Consolidated Statements of Shareholders’ Equity – Three Months Ended September 30, 2023 and 2022	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II – OTHER INFORMATION		20
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 6.	Exhibits	20
SIGNATURES		22

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)	September 30, 2023		June 30, 2023
ASSETS
Current Assets:
Cash and equivalents	$	73,746	$	88,473
Receivables	120,076		114,967
Inventories:
Raw materials	47,659		40,761
Finished goods	130,149		117,504
Total inventories	177,808		158,265
Other current assets	14,628		12,758
Total current assets	386,258		374,463
Property, Plant and Equipment:
Property, plant and equipment-gross	871,290		853,709
Less accumulated depreciation	382,195		371,503
Property, plant and equipment-net	489,095		482,206
Other Assets:
Goodwill	208,371		208,371
Other intangible assets-net	4,708		4,840
Operating lease right-of-use assets	23,073		24,743
Other noncurrent assets	18,797		18,371
Total	$	1,130,302	$	1,112,994
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	120,337	$	111,758
Accrued liabilities	46,871		56,994
Total current liabilities	167,208		168,752
Noncurrent Operating Lease Liabilities	15,286		16,967
Other Noncurrent Liabilities	16,312		17,683
Deferred Income Taxes	52,728		47,325
Commitments and Contingencies
Shareholders’ Equity:
Preferred stock-authorized 3,050,000 shares; outstanding-none
Common stock-authorized 75,000,000 shares; outstanding-September-27,517,313 shares; June-27,527,550 shares	146,439		143,870
Retained earnings	1,524,469		1,503,963
Accumulated other comprehensive loss	(9,289)		(9,365)
Common stock in treasury, at cost	(782,851)		(776,201)
Total shareholders’ equity	878,768		862,267
Total	$	1,130,302	$	1,112,994

See accompanying notes to condensed consolidated financial statements.

3

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended  September 30,
(Amounts in thousands, except per share data)	2023		2022
Net Sales	$	461,572	$	425,537
Cost of Sales	352,850		326,482
Gross Profit	108,722		99,055
Selling, General and Administrative Expenses	51,947		49,757
Operating Income	56,775		49,298
Other, Net	857		(270)
Income Before Income Taxes	57,632		49,028
Taxes Based on Income	13,681		11,436
Net Income	$	43,951	$	37,592
Net Income Per Common Share:
Basic	$	1.60	$	1.37
Diluted	$	1.59	$	1.36
Weighted Average Common Shares Outstanding:
Basic	27,449		27,450
Diluted	27,473		27,458

See accompanying notes to condensed consolidated financial statements.

4

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended  September 30,
(Amounts in thousands)	2023		2022
Net Income	$	43,951	$	37,592
Other Comprehensive Income:
Defined Benefit Pension and Postretirement Benefit Plans:
Amortization of loss, before tax	144		169
Amortization of prior service credit, before tax	(45)		(45)
Total Other Comprehensive Income, Before Tax	99		124
Tax Attributes of Items in Other Comprehensive Income:
Amortization of loss, tax	(34)		(40)
Amortization of prior service credit, tax	11		11
Total Tax Expense	(23)		(29)
Other Comprehensive Income, Net of Tax	76		95
Comprehensive Income	$	44,027	$	37,687

See accompanying notes to condensed consolidated financial statements.

5

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended  September 30,
(Amounts in thousands)	2023		2022
Cash Flows From Operating Activities:
Net income	$	43,951	$	37,592
Adjustments to reconcile net income to net cash provided by operating activities:
Impacts of noncash items:
Depreciation and amortization	13,592		11,203
Deferred income taxes and other changes	5,765		195
Stock-based compensation expense	2,569		2,465
Pension plan activity	(64)		(493)
Changes in operating assets and liabilities:
Receivables	(5,109)		(745)
Inventories	(19,543)		(21,237)
Other current assets	(1,870)		(102)
Accounts payable and accrued liabilities	(3,676)		21,986
Net cash provided by operating activities	35,615		50,864
Cash Flows From Investing Activities:
Payments for property additions	(18,331)		(24,585)
Proceeds from sale of property	—		1,159
Other-net	(1,412)		(55)
Net cash used in investing activities	(19,743)		(23,481)
Cash Flows From Financing Activities:
Payment of dividends	(23,445)		(22,067)
Purchase of treasury stock	(6,650)		(84)
Tax withholdings for stock-based compensation	—		(617)
Principal payments for finance leases	(504)		(679)
Net cash used in financing activities	(30,599)		(23,447)
Net change in cash and equivalents	(14,727)		3,936
Cash and equivalents at beginning of year	88,473		60,283
Cash and equivalents at end of period	$	73,746	$	64,219
Supplemental Disclosure of Operating Cash Flows:
Net cash payments for income taxes	$	6,231	$	7,544

See accompanying notes to condensed consolidated financial statements.

6

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

	Three Months Ended September 30, 2023
(Amounts in thousands, except per share data)	Common Stock Outstanding			Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Shareholders’ Equity
	Shares	Amount
Balance, June 30, 2023	27,528	$	143,870	$	1,503,963	$	(9,365)	$	(776,201)	$	862,267
Net income				43,951						43,951
Net pension and postretirement benefit gains, net of $23 tax effect						76				76
Cash dividends - common stock ($0.85 per share)				(23,445)						(23,445)
Purchase of treasury stock	(40)							(6,650)		(6,650)
Stock-based plans	29	—								—
Stock-based compensation expense		2,569								2,569
Balance, September 30, 2023	27,517	$	146,439	$	1,524,469	$	(9,289)	$	(782,851)	$	878,768

	Three Months Ended September 30, 2022
(Amounts in thousands, except per share data)	Common Stock Outstanding			Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Shareholders’ Equity
	Shares	Amount
Balance, June 30, 2022	27,520	$	137,814	$	1,485,045	$	(11,172)	$	(767,000)	$	844,687
Net income				37,592						37,592
Net pension and postretirement benefit gains, net of $29 tax effect						95				95
Cash dividends - common stock ($0.80 per share)				(22,067)						(22,067)
Purchase of treasury stock	—							(84)		(84)
Stock-based plans	34	(617)								(617)
Stock-based compensation expense		2,465								2,465
Balance, September 30, 2022	27,554	$	139,662	$	1,500,570	$	(11,077)	$	(767,084)	$	862,071

See accompanying notes to condensed consolidated financial statements.

7

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 include the accounts of Lancaster Colony Corporation and our wholly-owned subsidiaries, collectively referred to as “we,” “us,” “our,” “registrant” or the “Company” and 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. Intercompany transactions and accounts have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of results for the full year. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in our 2023 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, 2024 refers to fiscal 2024, which is the period from July 1, 2023 to June 30, 2024.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost, except for those acquired as part of a business combination, which are recorded at fair value at the time of purchase. We use the straight-line method of computing depreciation for financial reporting purposes based on the estimated useful lives of the corresponding assets. 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: 

	September 30,
	2023		2022
Construction in progress in Accounts Payable	$	10,165	$	22,864

Accrued Compensation and Employee Benefits

Accrued compensation and employee benefits included in Accrued Liabilities was $16.3 million and $26.3 million at September 30, 2023 and June 30, 2023, respectively.

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, stock-settled stock appreciation rights and performance units) 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, stock-settled stock appreciation rights and performance units.

8

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  September 30,
	2023		2022
Net income	$	43,951	$	37,592
Net income available to participating securities	(136)		(118)
Net income available to common shareholders	$	43,815	$	37,474
Weighted average common shares outstanding – basic	27,449		27,450
Incremental share effect from:
Nonparticipating restricted stock	3		4
Stock-settled stock appreciation rights (1)	11		—
Performance units	10		4
Weighted average common shares outstanding – diluted	27,473		27,458
Net income per common share – basic	$	1.60	$	1.37
Net income per common share – diluted	$	1.59	$	1.36

(1)Excludes the impact of the following weighted average stock-settled stock appreciation rights outstanding with an antidilutive effect: 0.1 million and 0.3 million for the three months ended September 30, 2023 and 2022, respectively.

Accumulated Other Comprehensive Loss

The following table presents the amounts reclassified out of accumulated other comprehensive loss by component:

	Three Months Ended  September 30,
	2023		2022
Accumulated other comprehensive loss at beginning of period	$	(9,365)	$	(11,172)
Defined Benefit Pension Plan Items:
Amortization of unrecognized net loss	159		181
Postretirement Benefit Plan Items:
Amortization of unrecognized net gain	(15)		(12)
Amortization of prior service credit	(45)		(45)
Total other comprehensive income, before tax	99		124
Total tax expense	(23)		(29)
Other comprehensive income, net of tax	76		95
Accumulated other comprehensive loss at end of period	$	(9,289)	$	(11,077)

Significant Accounting Policies

There were no changes to our Significant Accounting Policies from those disclosed in our 2023 Annual Report on Form 10-K.

Recent Accounting Standards

There are no recently issued or adopted accounting standards that will impact our consolidated financial statements.

9

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Note 2 – Long-Term Debt

At September 30, 2023 and June 30, 2023, we had an unsecured credit facility (“Facility”) under which we could 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 based on consent of the issuing banks and certain other conditions. The Facility expires on March 19, 2025, and all outstanding amounts are then due and payable. Interest is variable based upon formulas tied to SOFR or an alternate base rate defined in the Facility. 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 Facility, they will be classified as long-term debt.

The 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 3.5 to 1, subject to certain exceptions. The interest coverage ratio is calculated by dividing Consolidated EBIT by Consolidated Interest Expense, and the leverage ratio is calculated by dividing Consolidated Net Debt by Consolidated EBITDA. All financial terms used in the covenant calculations are defined more specifically in the Facility.

At September 30, 2023 and June 30, 2023, we had no borrowings outstanding under the Facility. At September 30, 2023 and June 30, 2023, we had $2.2 million and $2.8 million, respectively, of standby letters of credit outstanding, which reduced the amount available for borrowing under the Facility. We paid no interest for the three months ended September 30, 2023 and 2022.

Note 3 – Commitments and Contingencies

At September 30, 2023, 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 is not expected to have a material effect on our consolidated financial statements.

Note 4 – Goodwill and Other Intangible Assets

Goodwill attributable to the Retail and Foodservice segments was $157.4 million and $51.0 million, respectively, at September 30, 2023 and June 30, 2023.

The following table summarizes our identifiable other intangible assets:

	September 30, 2023		June 30, 2023
Tradenames (20 to 30-year life)
Gross carrying value	$	4,100	$	4,100
Accumulated amortization	(244)		(181)
Net carrying value	$	3,856	$	3,919
Customer Relationships (10-year life)
Gross carrying value	$	287	$	287
Accumulated amortization	(198)		(190)
Net carrying value	$	89	$	97
Technology / Know-how (10-year life)
Gross carrying value	$	2,450	$	2,450
Accumulated amortization	(1,687)		(1,626)
Net carrying value	$	763	$	824
Total net carrying value	$	4,708	$	4,840

Amortization expense for our other intangible assets, which is reflected in Selling, General and Administrative Expenses, was as follows:

	Three Months Ended  September 30,
	2023		2022
Amortization expense	$	132	$	629

10

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Total annual amortization expense for each of the next five years is estimated to be as follows:

2025	$	527
2026	$	527
2027	$	343
2028	$	251
2029	$	251

Note 5 – Income Taxes

Prepaid federal income taxes of $2.5 million and $3.3 million were included in Other Current Assets at September 30, 2023 and June 30, 2023, respectively. Accrued state and local income taxes of $0.4 million were included in Accrued Liabilities at September 30, 2023. Prepaid state and local income taxes of $0.8 million were included in Other Current Assets at June 30, 2023.

Note 6 – Business Segment Information

Our financial results are presented as two reportable segments: Retail and Foodservice. Costs that are directly attributable to either Retail or Foodservice are charged directly to the appropriate segment. Costs that are deemed to be indirect, excluding corporate expenses and other unusual significant transactions, are allocated to the two reportable segments using a reasonable methodology that is consistently applied.

Retail - The vast majority of the products we sell in the Retail segment are sold through sales personnel, food brokers and distributors in the United States. We have placement of products in grocery produce departments through our refrigerated salad dressings, vegetable dips and fruit dips. Our flatbread products and sprouted grain bakery products are generally placed in the specialty bakery/deli section of the grocery store. We also have products typically marketed in the shelf-stable section of the grocery store, which include salad dressings, slaw dressing, sauces and croutons. Within the frozen food section of the grocery store, we sell yeast rolls and garlic breads.

Foodservice - The vast majority of the products we sell in the Foodservice segment are sold through sales personnel, food brokers and distributors in the United States. Most of the products we sell in the Foodservice segment are custom-formulated and include salad dressings, sandwich and dipping sauces, frozen breads and yeast rolls. The majority of our Foodservice sales are products sold under private label to restaurants. We also manufacture and sell various branded Foodservice products to distributors.

As many of our products are similar between our two segments, our procurement, manufacturing, warehousing and distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. Consequently, we do not prepare, and our Chief Operating Decision Maker does not review, separate balance sheets for the reportable segments. As such, our external reporting does not include the presentation of identifiable assets by reportable segment. The composition of our identifiable assets at September 30, 2023 is generally consistent with that of June 30, 2023.

We evaluate our Retail and Foodservice segments based on net sales and operating income which follow:

	Three Months Ended  September 30,
	2023		2022
Net Sales
Retail	$	242,184	$	223,216
Foodservice	219,388		202,321
Total	$	461,572	$	425,537
Operating Income
Retail	$	53,124	$	42,900
Foodservice	26,633		31,929
Corporate Expenses	(22,982)		(25,531)
Total	$	56,775	$	49,298

11

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

The following table sets forth net sales disaggregated by class of similar products for the Retail and Foodservice segments:

	Three Months Ended  September 30,
	2023		2022
Retail
Shelf-stable dressings, sauces and croutons	$	98,581	$	91,038
Frozen breads	79,630		72,858
Refrigerated dressings, dips and other	63,973		59,320
Total Retail net sales	$	242,184	$	223,216
Foodservice
Dressings and sauces	$	165,271	$	151,060
Frozen breads and other	54,117		51,261
Total Foodservice net sales	$	219,388	$	202,321
Total net sales	$	461,572	$	425,537

The following table provides an additional disaggregation of Foodservice net sales by type of customer:

	Three Months Ended  September 30,
	2023		2022
Foodservice
National accounts	$	171,586	$	160,192
Branded and other	47,802		42,129
Total Foodservice net sales	$	219,388	$	202,321

Note 7 – Stock-Based Compensation

There have been no changes to our stock-based compensation plan as disclosed in our 2023 Annual Report on Form 10-K.

Our stock-settled stock appreciation rights (“SSSARs”) compensation expense was $0.3 million and $0.7 million for the three months ended September 30, 2023 and 2022, respectively. At September 30, 2023, there was $0.5 million of unrecognized compensation expense related to SSSARs that we will recognize over a weighted-average period of 1 year.

Our restricted stock compensation expense was $1.2 million and $1.3 million for the three months ended September 30, 2023 and 2022, respectively. At September 30, 2023, there was $8.8 million of unrecognized compensation expense related to restricted stock that we will recognize over a weighted-average period of 2 years.

Our performance units compensation expense was $1.1 million and $0.5 million for the three months ended September 30, 2023 and 2022, respectively. At September 30, 2023, there was $7.5 million of unrecognized compensation expense related to performance units that we will recognize over a weighted-average period of 2 years.

12

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, 2024 refers to fiscal 2024, which is the period from July 1, 2023 to June 30, 2024.

The following discussion should be read in conjunction with our condensed consolidated financial statements and the notes thereto, all included elsewhere in this report, and our 2023 Annual Report on Form 10-K. 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 channels.

Our financial results are presented as two reportable segments: Retail and Foodservice. Costs that are directly attributable to either Retail or Foodservice are charged directly to the appropriate segment. Costs that are deemed to be indirect, excluding corporate expenses and other unusual significant transactions, are allocated to the two reportable segments using a reasonable methodology that is consistently applied.

Over 95% of our products are sold in the United States. Foreign operations and export sales have not been significant in the past and are not expected to be significant in the future based upon existing operations. We do not have any fixed assets located outside of the United States.

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;

•long-standing Foodservice customer relationships that help to support strategic licensing opportunities in Retail;

•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 segment sales over time by:

•introducing new products and expanding distribution;

•leveraging the strength of our Retail brands to increase current product sales;

•expanding Retail growth through strategic licensing agreements;

•continuing to rely upon the strength of our reputation in Foodservice product development and quality; and

•acquiring complementary businesses.

With respect to long-term growth, we continually evaluate the future opportunities and needs for our business specific to our plant infrastructure, IT platforms and other initiatives to support and strengthen our operations. Recent examples of resulting investments include:

•a significant capacity expansion project for our Marzetti dressing and sauce facility in Horse Cave, Kentucky that reached substantial completion in March 2023;

•a capacity expansion project for one of our Marzetti dressing and sauce facilities in Columbus, Ohio that was completed in January 2022;

•a significant infrastructure improvement and capacity expansion project for our frozen pasta facility in Altoona, Iowa that was completed in March 2022; and

•our enterprise resource planning system (“ERP”) project and related initiatives, Project Ascent, that reached completion of the implementation phase in August 2023.

Project Ascent entailed the replacement of our primary customer and manufacturing transactional systems, warehousing systems, and financial systems with an integrated SAP S/4HANA system. Implementation of this system began in July 2022 and continued throughout fiscal 2023. Customer fulfillment levels remained strong before and after the initial system cutover with no unplanned disruptions in receiving orders, producing products or shipping orders. During fiscal 2023, we progressed through our ERP implementation with no major disruptions. We completed the final wave of the implementation phase in August 2023 as planned and have shifted our focus towards leveraging the capabilities of our new ERP system.

13

BUSINESS TRENDS

Dating back to the onset of the COVID-19 pandemic in 2020, the effects of COVID-19 on consumer behavior have impacted the relative demand for our Retail and Foodservice products. More specifically, beginning in March 2020, consumer demand shifted towards increased at-home food consumption and away from in-restaurant dining. Over the course of the following two years, while this shift in demand was inconsistent and volatile, on balance it positively impacted our Retail segment sales volumes and negatively impacted our Foodservice segment sales volumes. From an operations standpoint, the shift in demand over the two-year period, combined with other COVID-19-related issues, unfavorably impacted the operating results of both our segments. Beginning near the end of 2022, the volatility and shifts in demand between our Retail and Foodservice products subsided and our operating environment became more predictable and stable.

The inflationary cost environment we experienced during 2022 resulted in significantly higher input costs for our business. During 2022, we endured unprecedented inflationary costs for commodities, particularly soybean oil and flour, in addition to notably higher costs for packaging, freight and warehousing, and labor. This cost inflation was attributed to numerous factors such as the impacts of the COVID-19 pandemic, the war in Ukraine, climate and weather conditions, supply chain disruptions, including some raw material and packaging shortages, a tight labor market, and government policy decisions.

We continued to experience significant cost inflation through 2023, particularly for soybean oil, eggs and flour. However, our pricing actions served to offset these inflationary costs. In addition, the operating environment stabilized as we did not experience the supply chain disruptions and demand swings of the preceding years.

Near the end of 2023, cost inflation began to diminish notably, and we completed the first quarter of 2024 with our input costs, in aggregate, at levels similar to the prior year.

RESULTS OF CONSOLIDATED OPERATIONS

(Dollars in thousands, except per share data)	Three Months Ended  September 30,
	2023			2022			Change
Net Sales	$	461,572		$	425,537		$	36,035	8.5	%
Cost of Sales	352,850			326,482			26,368		8.1	%
Gross Profit	108,722			99,055			9,667		9.8	%
Gross Margin	23.6		%	23.3		%
Selling, General and Administrative Expenses	51,947			49,757			2,190		4.4	%
Operating Income	56,775			49,298			7,477		15.2	%
Operating Margin	12.3		%	11.6		%
Other, Net	857			(270)			1,127		417.4	%
Income Before Income Taxes	57,632			49,028			8,604		17.5	%
Taxes Based on Income	13,681			11,436			2,245		19.6	%
Effective Tax Rate	23.7		%	23.3		%
Net Income	$	43,951		$	37,592		$	6,359	16.9	%
Diluted Net Income Per Common Share	$	1.59		$	1.36		$	0.23	16.9	%

Net Sales

Consolidated net sales for the three months ended September 30, 2023 increased 8.5% to a first quarter record $461.6 million versus $425.5 million last year, reflecting higher net sales for both the Retail and Foodservice segments driven primarily by volume gains. Sales in the prior-year first quarter were unfavorably impacted by an estimated $25 million in net sales attributed to advance ordering that occurred near the end of fiscal 2022 ahead of our ERP go-live that commenced on July 1, 2022. Consolidated sales volumes, measured in pounds shipped, increased 8.0% for the three months ended September 30, 2023. Excluding the impact of last year’s shift in sales due to our ERP go-live, consolidated sales volumes increased 1.4%. See discussion of net sales by segment following the discussion of “Earnings Per Share” below.

14

Gross Profit

Consolidated gross profit for the three months ended September 30, 2023 increased $9.7 million to $108.7 million driven by the higher sales volumes, some continued favorability in pricing net of commodity costs, and our cost savings programs. Partial offsets to these positive factors included higher labor costs and increased depreciation expense. In aggregate, the input costs for our commodity basket were generally consistent with last year’s level. In last year’s first quarter, gross profit was unfavorably impacted by an estimated $5 million due to the aforementioned shift of net sales into the quarter ended June 30, 2022 ahead of our ERP go-live.

Selling, General and Administrative Expenses

	Three Months Ended  September 30,
(Dollars in thousands)	2023		2022		Change
SG&A Expenses - Excluding Project Ascent	$	48,114	$	40,538	$	7,576	18.7	%
Project Ascent Expenses	3,833		9,219		(5,386)		(58.4)	%
Total SG&A Expenses	$	51,947	$	49,757	$	2,190	4.4	%

Selling, general and administrative (“SG&A”) expenses for the three months ended September 30, 2023 increased 4.4% to $51.9 million compared to $49.8 million in the prior-year period. This increase reflects higher expenditures to support the continued growth of our business, including a more normalized level of consumer promotions, investments in personnel and higher brokerage costs associated with the increased sales. These higher costs were partially offset by lower expenditures for Project Ascent, our ERP initiative. Project Ascent expenses totaled $3.8 million in the current-year quarter versus $9.2 million last year.

Project Ascent expenses are included within Corporate Expenses. A portion of the costs that have been classified as Project Ascent expenses represent ongoing costs that will continue subsequent to the completion of our ERP implementation.

Operating Income

Operating income increased $7.5 million to $56.8 million for the three months ended September 30, 2023 driven by the increase in gross profit, as partially offset by the increase in SG&A expenses. See discussion of operating results by segment following the discussion of “Earnings Per Share” below.

Taxes Based on Income

Our effective tax rate was 23.7% and 23.3% for the three months ended September 30, 2023 and 2022, respectively. For the three months ended September 30, 2023 and 2022, our effective tax rate varied from the statutory federal income tax rate as a result of the following factors:

	Three Months Ended  September 30,
	2023		2022
Statutory rate	21.0	%	21.0	%
State and local income taxes	2.6		2.5
Net windfall tax benefits - stock-based compensation	—		—
Other	0.1		(0.2)
Effective rate	23.7	%	23.3	%

We include the tax consequences related to stock-based compensation within the computation of income tax expense. We may experience increased volatility to our income tax expense and resulting net income dependent upon, among other variables, the price of our common stock and the timing and volume of share-based payment award activity such as employee exercises of stock-settled stock appreciation rights and vesting of restricted stock awards. For the three months ended September 30, 2023 and 2022, the impact of net windfall tax benefits from stock-based compensation reduced our effective tax rate by less than 0.1%.

Earnings Per Share

As influenced by the factors discussed above, diluted net income per share for the first quarter of 2024 totaled $1.59, as compared to $1.36 per diluted share in the prior year. Expenditures for Project Ascent reduced diluted earnings per share by $0.11 and $0.26 for the three months ended September 30, 2023 and 2022, respectively. Diluted weighted average common shares outstanding have remained relatively stable for the current and prior-year periods ended September 30.

15

RESULTS OF OPERATIONS - SEGMENTS

Retail Segment

	Three Months Ended  September 30,
(Dollars in thousands)	2023			2022			Change
Net Sales	$	242,184		$	223,216		$	18,968	8.5	%
Operating Income	$	53,124		$	42,900		$	10,224	23.8	%
Operating Margin	21.9		%	19.2		%

For the three months ended September 30, 2023, Retail segment net sales increased 8.5% to $242.2 million from the prior-year total of $223.2 million, including the favorable impact of higher sales volumes and, to a lesser extent, our 2023 pricing actions that have not fully lapped. Sales in the prior-year first quarter were unfavorably impacted by advance orders accounting for an estimated $11 million in Retail net sales that were made near the end of fiscal 2022 ahead of our ERP go-live, which commenced on July 1, 2022. Retail segment sales volumes, measured in pounds shipped, increased 7.1%. Retail sales volume growth was driven by the continued success of our program for licensed dressings and sauces. Our New York BRAND® Bakery frozen garlic bread products also contributed to the increase in the Retail sales volumes. Excluding the impact of last year’s shift in sales due to our ERP go-live, Retail segment sales volumes increased 1.4%.

For the three months ended September 30, 2023, Retail segment operating income increased 23.8% to $53.1 million due to our previous pricing actions, our cost savings programs and the favorable impact of higher sales volumes.

Foodservice Segment

	Three Months Ended  September 30,
(Dollars in thousands)	2023			2022			Change
Net Sales	$	219,388		$	202,321		$	17,067	8.4	%
Operating Income	$	26,633		$	31,929		$	(5,296)	(16.6)	%
Operating Margin	12.1		%	15.8		%

For the three months ended September 30, 2023, Foodservice segment net sales grew 8.4% to $219.4 million compared to $202.3 million in the prior-year period driven by increased demand from several of our national chain restaurant account customers and growth for our branded Foodservice products. Sales in the prior-year first quarter were unfavorably impacted by the advance ordering that occurred near the end of fiscal 2022 ahead of our ERP go-live, which reduced Foodservice net sales in the prior-year period by an estimated $14 million. Foodservice segment sales volumes, measured in pounds shipped, increased 8.6%. Excluding the impact of last year’s shift in sales due to our ERP go-live, Foodservice segment sales volumes increased 1.4%.

For the three months ended September 30, 2023, Foodservice segment operating income decreased 16.6% to $26.6 million driven by higher supply chain costs, as partially offset by the benefit of increased sales volumes and a more favorable sales mix. The Foodservice segment’s operating margin compares to strong results in the prior-year period.

Corporate Expenses

For the three months ended September 30, 2023 and 2022, corporate expenses totaled $23.0 million and $25.5 million, respectively. This decrease primarily reflects a decline in Project Ascent expenses, as partially offset by increased investments in personnel. Expenditures for Project Ascent totaled $3.8 million and $9.2 million for the three months ended September 30, 2023 and 2022, respectively.

LOOKING FORWARD

Looking forward to our fiscal second quarter, we anticipate Retail sales will continue to benefit from our expanding licensing program, including incremental growth from the new products, flavors and sizes we introduced in fiscal 2023. In the Foodservice segment, we expect continued volume growth from select customers in our mix of national chain restaurant accounts. Regarding inflation, while our input costs remain high, in total we do not anticipate a significant impact from inflationary costs in the upcoming quarter versus the prior-year period. External factors, including U.S. economic performance and potential changes in consumer sentiment, may impact demand.

With respect to Project Ascent, we completed the final wave of the implementation phase in August 2023 as planned and have shifted towards leveraging the capabilities of our new ERP system to improve execution.

16

We will continue to periodically reassess our allocation of capital to ensure that we maintain adequate operating flexibility while providing appropriate levels of cash returns to our shareholders.

FINANCIAL CONDITION

Cash Flows

For the three months ended September 30, 2023, net cash provided by operating activities totaled $35.6 million, as compared to $50.9 million in the prior-year period. This decrease was primarily due to the year-over-year changes in net working capital, particularly accrued liabilities and accounts payable. Accrued liabilities reflect the unfavorable cash flow impact of a current-year decrease in the accruals for compensation and employee benefits. The favorable cash flow impact of higher accounts payable, as adjusted to exclude construction in progress amounts, was more pronounced in the prior year due to increased commodity costs as well as the timing of payments. These changes in net working capital were partially offset by higher net income.

Cash used in investing activities for the three months ended September 30, 2023 was $19.7 million, as compared to $23.5 million in the prior year. This decrease primarily reflects a lower level of payments for property additions in the current year as the capacity expansion project at our dressing and sauce facility in Horse Cave, Kentucky reached substantial completion in March 2023.

Cash used in financing activities for the three months ended September 30, 2023 of $30.6 million increased from the prior-year total of $23.4 million. This increase reflects higher levels of share repurchases and dividend payments.

Liquidity and Capital Resources

Under our unsecured revolving credit facility (“Facility”), we may borrow up to a maximum of $150 million at any one time. We had no borrowings outstanding under the Facility at September 30, 2023. At September 30, 2023, we had $2.2 million of standby letters of credit outstanding, which reduced the amount available for borrowing under the Facility. The Facility expires in March 2025, and all outstanding amounts are then due and payable. Interest is variable based upon formulas tied to SOFR or an alternate base rate defined in the Facility. 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 Facility, they will be classified as long-term debt.

The Facility contains certain restrictive covenants, including limitations on indebtedness, asset sales and acquisitions, and financial covenants relating to interest coverage and leverage. At September 30, 2023, 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 September 30, 2023, there were no events that would constitute a default under this facility.

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 then 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 the Facility, should be adequate to meet our liquidity needs over the next 12 months, including the projected levels of capital expenditures and dividend payments. If we were to borrow outside of the Facility under current market terms, our average interest rate may increase and have an adverse effect on our results of operations. Based on our current plans and expectations, we believe our capital expenditures for 2024 could total between $70 and $80 million.

Beyond the next 12 months, we expect that cash provided by operating activities will be the primary source of liquidity. This source, combined with our existing balances in cash and equivalents and amounts available under the Facility, is expected to be sufficient to meet our overall cash requirements.

We have various contractual and other obligations that are appropriately recorded as liabilities in our condensed consolidated financial statements. Certain other contractual obligations are not recognized as liabilities in our condensed consolidated financial statements. Examples of such obligations are commitments to purchase raw materials or packaging inventory that has not yet been received as of September 30, 2023, as well as purchase orders and longer-term purchase arrangements related to the procurement of services, including IT service agreements, and property, plant and equipment. The majority of these obligations is expected to be due within one year.

CRITICAL ACCOUNTING POLICIES

There have been no changes in critical accounting policies from those policies disclosed in our 2023 Annual Report on Form 10-K.

17

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:

•efficiencies in plant operations and our overall supply chain network;

•the reaction of customers or consumers to pricing actions we take to offset inflationary costs;

•price and product competition;

•the impact of customer store brands on our branded retail volumes;

•adequate supply of labor for our manufacturing facilities;

•adverse changes in freight, energy or other costs of producing, distributing or transporting our products;

•inflationary pressures resulting in higher input costs;

•fluctuations in the cost and availability of ingredients and packaging;

•dependence on contract manufacturers, distributors and freight transporters, including their operational capacity and financial strength in continuing to support our business;

•stability of labor relations;

•dependence on key personnel and changes in key personnel;

•cyber-security incidents, information technology disruptions, and data breaches;

•capacity constraints that may affect our ability to meet demand or may increase our costs;

•geopolitical events, such as Russia’s invasion of Ukraine, that could create unforeseen business disruptions and impact the cost or availability of raw materials and energy;

•the potential for loss of larger programs or key customer relationships;

•failure to maintain or renew license agreements;

•significant shifts in consumer demand and disruptions to our employees, communities, customers, supply chains, production planning, operations, and production processes resulting from the impacts of epidemics, pandemics or similar widespread public health concerns and disease outbreaks;

•changes in demand for our products, which may result from loss of brand reputation or customer goodwill;

•the possible occurrence of product recalls or other defective or mislabeled product costs;

•the success and cost of new product development efforts;

•the lack of market acceptance of new products;

•the extent to which business acquisitions are completed and acceptably integrated;

•the ability to successfully grow acquired businesses;

•the effect of consolidation of customers within key market channels;

•maintenance of competitive position with respect to other manufacturers;

•the outcome of any litigation or arbitration;

•changes in estimates in critical accounting judgments;

•the impact of any regulatory matters affecting our food business, including any required labeling changes and their impact on consumer demand;

•the impact of fluctuations in our pension plan asset values on funding levels, contributions required and benefit costs; and

•certain other factors, including the information disclosed in our discussion of risk factors under Item 1A of our 2023 Annual Report on Form 10-K.

18

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risks have not changed materially from those disclosed in our 2023 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 management, including our Chief Executive Officer and Chief Financial Officer, evaluated 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 concluded that our disclosure controls and procedures were effective as of September 30, 2023 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.

19

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are required to disclose certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will be in excess of an applied threshold not to exceed $1 million. We are using a threshold of $1 million as we believe this amount is reasonably designed to result in disclosure of such proceedings that are material to our business or financial condition. Applying this threshold, there are no environmental matters to disclose in this Form 10-Q.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed under Item 1A in our 2023 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 common shares, of which 1,136,608 common shares remained authorized for future repurchases at September 30, 2023. This share repurchase authorization does not have a stated expiration date. In the first 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
July 1-31, 2023	—	$	—	—	1,176,739
August 1-31, 2023 (1)	16,057	$	166.22	16,057	1,160,682
September 1-30, 2023 (1)	24,074	$	165.35	24,074	1,136,608
Total	40,131	$	165.70	40,131	1,136,608

(1)Includes 57 shares in August 2023 and 74 shares in September 2023 that were repurchased in satisfaction of tax withholding obligations arising from the vesting of restricted stock granted to employees under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan.

Item 6. Exhibits

See Index to Exhibits below.

INDEX TO EXHIBITS

Exhibit Number	Description
10.1(a),(c)	Form of Restricted Stock Award Agreement for Employees and Consultants under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan
10.2(a),(c)	Form of Performance Unit Award Agreement for Employees and Consultants under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan
10.3(a),(c)	Lancaster Colony Corporation Form of Change in Control Agreement
31.1(a)	Certification of CEO under Section 302 of the Sarbanes-Oxley Act of 2002
31.2(a)	Certification of CFO under Section 302 of the Sarbanes-Oxley Act of 2002
32(b)	Certification of CEO and CFO under Section 906 of the Sarbanes-Oxley Act of 2002
101.INS(a)	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH(a)	Inline XBRL Taxonomy Extension Schema Document
101.CAL(a)	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF(a)	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB(a)	Inline XBRL Taxonomy Extension Label Linkbase Document

20

Exhibit Number	Description
101.PRE(a)	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104(a)	The cover page of Lancaster Colony Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL (included within Exhibit 101 attachments)
(a)	Filed herewith
(b)	Furnished herewith
(c)	Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any Executive Officer participates.

21

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.

		LANCASTER COLONY CORPORATION
			(Registrant)
Date:	November 2, 2023	By:	/s/ DAVID A. CIESINSKI
			David A. Ciesinski
			President, Chief Executive Officer
			and Director
			(Principal Executive Officer)
Date:	November 2, 2023	By:	/s/ THOMAS K. PIGOTT
			Thomas K. Pigott
			Vice President, Chief Financial Officer
			and Assistant Secretary
			(Principal Financial and Accounting Officer)

22

EX-10.1

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 __________________, an Employee or Consultant 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 or Retirement” shall mean, unless the Administrator determines otherwise, the Grantee’s termination of his or her employment (other than by death or Disability) after having become Retirement Eligible.

(f)“Retirement Eligible” shall mean that as of the Grant Date, the Grantee has attained the age of 60 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 (as such term is defined in the Plan) 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. Any capitalized term in this Agreement that is not defined in the Agreement shall have the definition set forth in the Plan. 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), Section 3(c), and Section 6, the Awarded Shares shall be forfeited to the Company for no consideration in the event the Grantee ceases to retain Continuous Status as an Employee or Consultant for any reason, voluntarily or involuntarily, 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’s Continuous Status as an Employee or Consultant terminates under circumstances approved by the Administrator, in its sole and absolute discretion, that provide for the full vesting of the Awarded Shares; and

(iii)    the third anniversary of the Grant Date.

(c) Except as otherwise provided by the Committee consistent with Section 3(b)(ii) above, if the Grantee is Retirement Eligible on or before the Grant Date, in the event that Grantee’s Continuous Status as an Employee or Consultant terminates on or after the first day of the thirteenth month after the Grant Date as a result of Retirement, the Grantee shall vest in a portion of the Awarded Shares on the date of termination of Service. Such portion shall be equal to (i) one-third of the Awarded Shares if the Grantee’s termination occurs more than 12 months but no greater than 24 months after the Grant Date and (ii) two-thirds of the Awarded Shares if the Grantee’s termination occurs more than 24 months after the Grant Date but before the third anniversary of the Grant Date.

Notwithstanding anything in the foregoing to the contrary, if the Company terminates the Grantee’s Continuous Service for Cause after the date on which the Grantee has become Retirement Eligible, such termination shall be considered for Cause and not a Retirement.

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, no cancellation, termination, acceleration of vesting, lapse of any restriction (performance or otherwise), or settlement or other payment shall occur with respect to any Awarded Shares, if and only if the Committee (as constituted immediately before the consummation of the Change in Control) reasonably determines in good faith before the Change in Control that (i) this outstanding Award will be honored or assumed, or new rights substituted (such honored, assumed, or substituted Award being referred to as a “Replacement Award”) by the successor, and (ii) such Replacement Award:

(i)    be (A) based on shares of common stock that are traded on a registered U.S. securities exchange or (B) an award of cash having the same economic value;

(ii)    provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under this Agreement, including, but not limited to, an identical or better vesting schedule and identical or better timing and methods of payment;

(iii)    have substantially equivalent economic value to the Awarded Shares under this Agreement, determined at the time of the Change in Control; and

(iv)    have terms and conditions that provide that in the event that the Grantee’s Continuous Status as an Employee or Consultant is involuntarily terminated by the Company for any reason other than for Cause within two years following the Change in Control, any conditions on the Grantee’s rights under, or any restrictions on transfer applicable to, the Awarded Shares shall be waived or shall lapse, as the case may be, and any performance-based restrictions shall be deemed to have been achieved at target level performance.

If, however, Replacement Awards are not granted in accordance with this section, restrictions on the Awarded Shares shall terminate; and such Awarded Units shall be immediately vested.

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 (as such term is defined in the Plan) of a 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

380 Polaris Parkway, Suite 400

Westerville, Ohio 43082

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 an Employee or Consultant 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 Affiliates.

(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, nothing 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 Affiliates.

(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.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

LANCASTER COLONY CORPORATION
By:
	Name:
	Title:

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:

EX-10.2

Exhibit 10.2

LANCASTER COLONY CORPORATION

FORM OF PERFORMANCE UNIT AWARD AGREEMENT

This Performance Unit Award Agreement (this “Agreement”) is dated as of __________, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and __________________, an Employee or Consultant for the Company (the “Grantee”).

W I T N E S S E T H

WHEREAS, the Company desires to award Performance Units 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 __________ (the “Grant Date”), pursuant to the Plan, of a target award of _____ Performance Units that may be earned upon achievement of the RTSR goal (described in Section 4(a)(i) of this Agreement) and _______ Performance Units that may be earned upon achievement of the Revenue goal (described in Section 4(a)(ii) of this Agreement, calculated in the manner described under Section 4 of this Agreement (“Awarded Units”) 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)“Account” means a bookkeeping entry of the Company to which Performance Units awarded under this Agreement are credited.

(b)“Certification Date” means the date that the Committee certifies that the performance goals under Section 4 of this Agreement have been achieved, which generally is the date that the Awarded Units vest except as otherwise provided in this Agreement or the Plan.

(c)“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.

(d)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.

(e) “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.

(f)“Performance Period” means the period beginning on July 1, 20__, and ending on June 30, 20__.

(g)“Performance Restrictions” means the vesting requirements related to the achievement of performance goals identified in Section 4 of this Agreement.

(h)“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.

(i)“Revenue Goal Awarded Units” means the portion of the Awarded Units that may be earned upon achievement of the Revenue goal described in Section 4(a)((ii)) of this Agreement.

(j)“RTSR Awarded Units” means the portion of the Awarded Units earned upon achievement of the RTSR goal described in Section 4(a)(i) of this Agreement.

(k)“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.

(l)“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.

(m)For purposes of this Agreement, the “Company” shall include any Affiliate of the Company.

2.Provisions of the Plan Controlling. The Grantee specifically understands and agrees that the Awarded Units are being granted under the Plan, and are being granted to the Grantee as Performance Units 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. Any capitalized term in this Agreement that is not defined in the Agreement shall have the definition set forth in the Plan. 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.Performance Unit Accounts. The number of Performance Units granted under this Agreement shall be credited to the Grantee’s Account. The Account shall be maintained on the books of the Company until full payment of the balance thereof has been made to the Grantee (or the Grantee’s beneficiaries if the Grantee is deceased). No funds shall be set aside or earmarked for the Account, which shall be purely a bookkeeping device.

4.Vesting of Awarded Units.

(a)Unless the Committee, in its sole and absolute discretion, determines that the acceleration of vesting is appropriate, the Performance Restrictions shall lapse and Awarded Units shall be earned and vest only upon both (1) the Committee’s certification of the results in (i) and (ii) below (including interpolation between the results, expressed as a percentage of the target except as otherwise noted below) and (2) the Grantee’s continued service through the last day of the Performance Period (except as otherwise provided in this Agreement in the events of death, Disability, Retirement, or a Change in Control). If those conditions are satisfied, the total number of Awarded Units will be equal to the sum of Awarded Units under subsections (i) and (ii) below.

(i)    RTSR Awarded Units shall be earned and vest, and the related Performance Restrictions on such number of RTSR Awarded Units shall lapse, based on the Company’s RTSR over the Performance Period in accordance with the following schedule:

RTSR* Percentile Ranking Among TSR Peer Group**	Vested Portion of Award as a % of Target
<25th	0%
25th	20%
50th	100% (Target)
75th	150%
90th	200%

*RTSR (Relative Total Shareholder Return) means the Company’s Total Shareholder Return (“TSR”) compared to the TSRs of the TSR Peer Group. TSR means the growth in the price of a share of the Company’s common stock, calculated in a manner pursuant to Exhibit A. Payout shall be based upon the Company’s TSR compared to the TSR for the companies in the Peer Group using the PERCENTILE function in Microsoft Excel to determine the TSR value at the percentages listed in the schedule above.

** TSR Peer Group means the peer group of companies set forth on Exhibit B hereto.

Notwithstanding the foregoing, if the Company’s TSR is negative for the Performance Period, the maximum payout possible for this 50% component of the Award will be 100% of Target Performance Units regardless of relative performance.

(ii)    Revenue Goal Awarded Units shall be earned and vest, and the related Performance Restrictions on such number of Revenue Goal Awarded Units shall lapse, based on the Company’s achievement of the Revenue Goals listed below as of the last day of the Performance Period in accordance with the following schedule:

Revenue* Goal	Vested Portion of Award as a % of Target
< $ [Min]	0%
$ [Min]	20%
$ [Target]	100% (Target)
$ [Max]	200%

*Revenue Goal means growth in revenue during the Performance Period as calculated in the attached Exhibit C; provided, however, that the calculation of the Revenue Goal will exclude the impact of extraordinary events listed in Section 14(e) of the Plan.

(iii)    With respect to both RTSR and the Revenue Goals, if a performance goal is achieved at a level that is greater than the minimum requirements to trigger vesting of a number of Awarded Units but less than the next highest level that triggers a higher number of the Awarded Units to vest, the applicable number of Awarded Units will be linearly interpolated. Linear interpolation means that an increase in a goal above one specified level but below another level will result in a similar incremental increase in the vested number of Awarded Units. Such linear interpolation will be calculated in a manner consistent with the example in Exhibit C of this Agreement.

(iv)    After the number of Awarded Units is calculated for a specific performance goal, the number of Awarded Units calculated under paragraph (i) above (for RTSR) and paragraph (ii) above (for Revenue) will be added together, and the sum produce the total number of Awarded Units that vest under this Agreement.

(b)As soon as practicable after the end of the Performance Period, the Committee will certify in writing whether the Performance Restrictions have been met for the Performance Period and determine the number of Awarded Units, if any, that will be payable to the Grantee; provided, however, that if the Committee certifies that the Performance Restrictions have been met, the Committee may, in its sole discretion, adjust the number of Awarded Units payable to the Grantee with respect to the Award to reflect the effect of extraordinary events upon the Performance Restrictions, as provided under the Plan. The date of the Committee’s certification under this Section shall hereinafter be referred to as the “Certification Date.” The Company will notify the Grantee (or the executors or administrators of the Grantee’s estate, if appropriate) of the Committee’s certification following the Certification Date (such notice being the “Determination Notice”).

(c)Except as set forth below, if Grantee’s Continuous Status as an Employee or Consultant is terminated for any reason prior to the Certification Date, the Grantee shall forfeit all Awarded Units credited to the Grantee’s Account. Notwithstanding the foregoing, if the Grantee is Retirement eligible on or before the Grant Date, in the event that Grantee’s Continuous Status as an Employee or Consultant terminates on or after the first day of the thirteenth month of the Performance Period as a result of Retirement, the Grantee shall vest in a portion of the Awarded Units after the Certification Date; provided that the Committee actually certifies that the Performance Restrictions for the Performance Period have been met. Such portion shall be equal to (i) one-third of the Awarded Units if the Grantee’s termination occurs more than 12 months but no greater than 24 months after the start of the Performance Period and (ii) two-thirds of the Awarded Units if the Grantee’s termination occurs more than 24 months after the start of the Performance Period but before the Certification Date. For purposes of this Agreement, “Retirement” means the Grantee’s attainment of age 60 and 10 years of Service. Further notwithstanding the foregoing, in the event that Grantee’s Continuous Status as an Employee or Consultant terminates any time after the start of the Performance Period because of either (i) Grantee’s Disability or (ii) Grantee’s death, Grantee shall fully and immediately vest in all Awarded Units, calculated as though target performance had been achieved for each of the RTSR and Revenue Goals. If Grantee dies after Retirement but before the Certificate Date, Grantee’s termination of Continuous Status as an Employee or Consultant will be deemed to have occurred as a result of death and not Retirement.

5.Delivery of Shares. Once Awarded Units have vested under this Agreement, the Company will convert the Awarded Units in the Grantee’s Account into Shares on a one-for-one basis and deliver the total number of Shares due to the Grantee as soon as administratively possible after such date, but no later than the 15th day of the 3rd month after the end of the Performance Period; provided, however, that if the Awarded Units vested because Grantee’s termination of Continuous Status as an Employee or Consultant due to Grantee’s Disability or death, the Shares shall be delivered no later than the 15th day of the 3rd month after such termination date. Notwithstanding any provision to the contrary, if, in the reasonable determination of the Company, the Grantee is a “specified employee” for purposes of Code Section 409A, then, if necessary to avoid the imposition of additional taxes or interest under Code Section 409A, the Company shall not deliver the Shares otherwise payable upon the Grantee’s termination of Continuous Status as an Employee or Consultant until the date that is at least 6 months following the Grantee’s termination and separation of service under Code Section 409A. The delivery of the Shares shall be subject to payment of the applicable withholding tax liability and the forfeiture provisions of this Agreement. If the Grantee dies before the Company has distributed any portion of the vested Awarded Units, the Company will transfer any Shares in accordance with the Grantee’s written beneficiary designation or to the Grantee’s estate if no written beneficiary designation is provided.

6.Dividend Equivalents but no Voting Rights. Unless and until Shares have been issued to the Grantee, the Grantee shall not have any privileges of a stockholder of the Company with respect to any Awarded Units subject to this Agreement or otherwise afford any rights to which Shares are entitled with respect to any such Awarded Units. Notwithstanding the foregoing, the Grantee shall be entitled to receive dividend equivalents with respect to the number of Awarded Units that vest. Each dividend equivalent represents the right to receive an amount equal to the dividends that are declared and paid during the period beginning on the Grant Date and ending on the Certification Date with respect to the Share represented by the related vested Awarded Unit, subject to the same terms and conditions as Awarded Units under this Agreement. The dividend equivalents on the vested Awarded Unit shall be payable only when and to the extent that the underlying Awarded Unit vests and becomes settled. Any dividend equivalents will be distributed to the Grantee in accordance with Section 5 of this Agreement or forfeited, depending on whether or not the applicable Awarded Units have vested under this Agreement. Any such distributions will be made in (i) cash, for any dividend equivalents relating to cash dividends and/or (ii) Shares, for any dividend equivalents relating to Share dividends.

7.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 Units then subject to the restrictions contained in this Agreement shall be held in escrow and shall be distributed to the Grantee on the Certification Date, unless the Grantee forfeits the Awarded Units pursuant to Section 4 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 Units then subject to the restrictions contained in this Agreement shall be held in escrow and shall be distributed to the Grantee on such Certification Date, unless the Grantee forfeits the Awarded Units pursuant to Section 4 hereof, in which case the Grantee shall also forfeit the right to receive such stock.

8.Effect of Change in Control. Notwithstanding anything in this Agreement to the contrary, including Section 4, in the event of a Change in Control, no cancellation, termination, acceleration of vesting, lapse of any restriction (performance or otherwise), or settlement or other payment shall occur with respect to any Awarded Units, if and only if the Committee (as constituted immediately before the consummation of the Change in Control) reasonably determines in good faith before the Change in Control that (i) this outstanding Award will be honored or assumed, or new rights substituted (such honored, assumed, or substituted Award being referred to as a “Replacement Award”) by the successor, and (ii) such Replacement Award:

(i)be (A) based on shares of common stock that are traded on a registered U.S. securities exchange or (B) an award of cash having the same economic value;

(ii)provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under this Agreement, including, but not limited to, an identical or better vesting schedule and identical or better timing and methods of payment;

(iii)have substantially equivalent economic value to the Awarded Units under this Agreement, determined at the time of the Change in Control; and

(iv)have terms and conditions that provide that in the event that the Grantee’s Continuous Status as an Employee or Consultant is involuntarily terminated by the Company for any reason other than for Cause within two years following the Change in Control, any conditions on the Grantee’s rights under, or any restrictions on transfer applicable to, the Awarded Units shall be waived or shall lapse, as the case may be, and any performance-based restrictions shall be deemed to have been achieved at target level performance.

If, however, Replacement Awards are not granted in accordance with this section, restrictions on the Awarded Units shall terminate; any performance-based restrictions shall be deemed to have been achieved at target level performance; and such Awarded Units shall be immediately payable, except to the extent that later payment is necessary to comply with Code Section 409A.

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

10.Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any delivery of 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 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 (as such term is defined in the Plan) of a Share. In no event shall the Fair Market Value of Shares to be withheld pursuant to this Section 10 to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld.

11.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

380 Polaris Parkway, Suite 400

Westerville, Ohio 43082

Attention: Corporate Secretary

12.No Employment Contract; Right to Terminate Employment. The grant of the Awarded Units 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 Units 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 an Employee or Consultant 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.

13.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.

14.Innovations. In consideration of the Awarded Units, the Grantee agrees:

(a)For purposes of this Section 14, 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.

15.Improper Use or Disclosure of Confidential Information. In consideration of the Awarded Units, the Grantee agrees to the following terms on maintaining confidentiality of certain non-public information:

(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 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 15 of this Agreement restricts the Grantee from exercising any rights conferred by Section 7 of the National Labor Relations Act. Additionally, nothing in Section 15 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 15 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.

16.Unfair Competition. In consideration of the Awarded Units, 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 16, the “Company” shall mean Lancaster Colony Corporation or any of its Affiliates.

(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 16 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, nothing 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.

17.Miscellaneous and Remedies. In consideration of the Awarded Units, the Grantee agrees to be bound by the following:

(a)For purposes of this Section 17, the “Company” shall mean Lancaster Colony Corporation or any of its Affiliates.

(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 14, 15, and/or 16 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 15 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 15 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 15 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 16(c) following termination of employment with the Company, then the post-employment restricted period for Section 16(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 16(c). Similarly, if the Grantee breaches, threatens to breach, or attempts to breach any of the provisions of Sections 16(d) and/or 16(e) following termination of employment with the Company, then the restricted period for Sections 16(d) and/or 16(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 16(d) and/or 16(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 14, 15, and/or 16 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 16 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 16 of this Agreement, they will jointly advocate this position to the court and/or any jury.

18.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.

19.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.

20.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 20 shall be conclusive for all purposes. The Grantee specifically understands and agrees that the Awarded Units 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.

21.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 Units without the Grantee’s consent.

22.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.

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

24.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.

25.Electronic Delivery and Consent to Electronic Participation. The Company may, in its sole discretion, decide to deliver any documents related to the Awarded Units 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.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Executed in the name and on behalf of the Company in Westerville, Ohio as of __________.

LANCASTER COLONY CORPORATION
By:
	Name:
	Title:

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 Units 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 A

Calculation of TSR

Total Shareholder Return (“TSR”) means, with respect to the Company, the growth in the price of a share of the Company’s common stock plus dividends during the Performance Period in accordance with the following formula:

TSR = [(Ending Stock Price plus Cumulative Dividends Paid) / Beginning Stock Price] – 1.

“Beginning Stock Price” means the average closing price as reported on the Nasdaq Stock Market (or such other principal exchange on which the Company’s common stock is then listed for trading) of one (1) share of the Company’s common stock for the last twenty (20) trading days immediately prior to the first day of the Performance Period.

“Ending Stock Price” means the average closing price as reported on the Nasdaq Stock Market (or such other principal exchange on which the Company’s common stock is then listed for trading) of one (1) share of the Company’s common stock for the last twenty (20) trading days prior to and including the final day of the Performance Period.

“Dividends Paid” shall include all dividends declared, with an ex-dividend date within the Performance Period, if any, with respect to the Company’s common stock underlying the Performance Units.

TSR for each member of the TSR Peer Group shall be calculated on the same principles as set forth above for the Company.

Exhibit B

Peer Group

The __ companies set forth in the S&P 1500 Packaged Food and Meats Index

•Peer Group companies will be adjusted as follows for activity during the Performance Period

◦If the Company or a member of the Peer Group splits its stock, such company’s TSR will be adjusted for the stock split

◦If a member of the Peer Group has announced to be acquired by another company, the company will be removed from the Peer Group for the entire Performance Period

▪The Committee has the discretion to reinstitute the peer company if the deal falls through

◦If a member of the Peer Group sells, spins‐off, or disposes of a portion of its business representing more than 50% of such Company’s total assets during the Performance Period, such Company will be removed from the Peer Group

◦If a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group for the Performance Period

◦If a member of the Peer Group is delisted on all major stock exchanges, such delisted company will remain in the Peer Group, positioned below the lowest performing member of the Peer Group

◦Members of the Peer Group that file for bankruptcy, liquidation or similar reorganization during the Performance Period will remain in the Peer Group, positioned below the lowest performing nonbankrupt member of the Peer Group

◦No new Peer Group companies may be added during the course of a Performance Period.

◦In addition, the Compensation Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected

Exhibit C

Calculation of Revenue Goal

Revenue Growth Metric - FY__ Target Established at _% CAGR
($ in Thousands)
			FY__ Revenue as % of Target				Share Payout as % of Units Granted
FY__ Revenue					CAGR *
>=	$_________		>=	___%	>=	___%	200% (Maximum)
	$_________	(Target)		___%		___%	100%
	$_________			___%		___%	20% (Threshold)
<	$_________		<	___%	<	___%	—%

EX-10.3

Exhibit 10.3

LANCASTER COLONY CORPORATION

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (this “Agreement”) is entered into as of [___________], 20[__] (the “Effective Date”), by and between Lancaster Colony Corporation, an Ohio corporation (together with its subsidiaries, the “Company”), and [___________] (the “Executive”).

RECITALS

WHEREAS, the Executive is a senior executive of the Company and has made and is expected to continue to make major contributions to the short- and long-term profitability, growth and financial strength of the Company;

WHEREAS, the Company desires to assure itself of both present and future continuity of management and desires to establish certain severance benefits for certain executives;

WHEREAS, the Company desires to provide additional inducement for the Executive to remain in the employ of the Company; and

WHEREAS, the Compensation Committee of the Board has authorized the Company to enter into this Agreement.

AGREEMENTS

NOW, THEREFORE, for good and valuable consideration, including the mutual covenants set forth herein, the parties hereto agree to the following:

1.    Definitions. The following terms shall have the following meanings for purposes of this Agreement:

a.“Affiliate” means any entity controlled by, controlling or under common control with, a person or entity.

b.Annual Pay” means the sum of (1) an amount equal to the annual base salary payable to the Executive by the Company at the time of termination of his or her employment plus (2) an amount equal to the targeted bonus established for the Executive for the Company’s fiscal year in which the Executive’s termination of employment occurs, in each case without giving effect to any reduction occurring after a Change in Control.

c.“Board” means the board of directors of the Company.

d.“Cause” means the Executive’s (1) willful and intentional material breach of this Agreement, (2) willful and intentional misconduct or gross negligence in the performance of, or willful neglect of, the Executive’s duties, which has caused or is reasonably expected to cause material injury (monetary or otherwise) to the Company, (3) material breach of the Company’s Code of Ethics, or (4) conviction of, or plea of nolo contendere to, a felony; provided, however, that no act or omission shall constitute “Cause” for purposes of this Agreement unless the Board, the Chairman of the Board or the Lead Independent Director provides to the Executive (A) written notice clearly and fully describing the particular acts or omissions which the Board, the Chairman of the Board or the Lead Independent Director reasonably believes in good faith constitutes “Cause” and (B) an opportunity, within thirty (30) days following his or her receipt of such notice, to meet in person with the Board, the Chairman of the Board or the Lead Independent Director to explain or defend the alleged acts or omissions relied upon by the Board. To the extent practicable, Executive shall cure such acts or omissions within a reasonable time after the meeting.

e.“Change in Control” means the first occurrence of any of the following events after the Effective Date:

i.any person, entity or “group” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”)), other than the Company, a wholly-owned subsidiary of the Company, any employee benefit plan of the Company or any wholly-owned subsidiary of the Company, or any person, group or entity controlled by or under common control with John B. Gerlach Jr., becomes a “beneficial owner” (as defined in

1

Rule 13d-3 under the Act), of 30% or more of the combined voting power of the Company’s then outstanding voting securities;

ii.the persons who, as of the Effective Date, are serving as the members of the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board (or the board of directors of any successor to the Company), provided that any director elected to the Board, or nominated for election, by at least two-thirds of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this clause (ii);

iii.the Company consummates a merger or consolidation with any other corporation, and as a result (1) persons who were shareholders of the Company immediately prior to such merger or consolidation ("Incumbent Shareholders") do not, immediately thereafter, own, directly or indirectly and in substantially the same proportions as their ownership of the stock of the Company immediately prior to the merger or consolidation, more than 50% of the combined voting power of the voting securities entitled to vote generally in the election of directors or one Incumbent Shareholder immediately thereafter, owns, directly or indirectly more than 50% of the combined voting power of the voting securities entitled to vote generally in the election of directors, of (x) the Company or the surviving entity or (y) an entity that, directly or indirectly, owns more than 50% of the combined voting power entitled to vote generally in the election of directors of the entity described in subclause (x), and (2), within the twelve-month period after such consummation of the merger or consolidation, the members of the Board as of the consummation of such merger or consolidation cease to constitute a majority of the board of directors of the Company or the surviving entity (or the entity that, directly or indirectly, owns more than 50% of the combined voting power entitled to vote generally in the election of directors of the Company or such surviving entity); or

iv.the shareholders of the Company approve and the Company consummates a sale, transfer or other disposition of all or substantially all of the assets of the Company and, immediately after such sale, transfer or disposition, the persons who were shareholders of the Company immediately prior to such sale, transfer or disposition do not own, directly or indirectly and in substantially the same proportions as their ownership of the stock of the Company immediately prior to the sale, transfer or disposition, more than 50% of the combined voting power of the voting securities entitled to vote generally in the election of directors of (x) the entity or entities to which such assets are sold or transferred or (y) an entity that, directly or indirectly, owns more than 50% of the combined voting power entitled to vote generally in the election of directors of the entities described in subclause (x).

f. “Code” means the Internal Revenue Code of 1986, as amended.

g. “Confidential Information” means (1) information provided to the Company by Third Party Confidants and designated as confidential information pursuant to agreements with those third parties as well as information, not generally known in the industry in which Company is or may be engaged, disclosed to Executive, or known by Executive, as a consequence of or through his or her employment by Company or its predecessors, about Company’s costs, pricing, marketing, ideas, problems, developments, research records, technical data, processes, products, plans for products or service improvement and development, business and strategic plans, financial information, forecasts, customer records and any other information which derives independent economic value, actual or potential, from not being generally known in the industry, and all other information of a trade secret or confidential nature, and (2) any writing of any kind, obtained by Executive as a consequence of or through his or her employment by Company or its predecessors, containing any Confidential Information, and shall include, without limiting the generality of the foregoing, customer lists, price lists, financial data, operating instructions, forms and manuals, procedural instructions, information on computer disks, computer networks, the Company’s cloud storage, or computer print-outs, computer programs, any physical property of Company or any of its sources with which insurance is placed, policyholders, expiration or renewal dates, inspection or credit reports and data on insurance risks being written, catalogs, records, drawings, blueprints, notes, notebooks, and all other materials of a trade secret or confidential nature.

h. “Disability” means that the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least 12 months: (1) is unable, with or without reasonable accommodation as required by law, to substantially perform the essential functions of his or her job; or (2) has received income replacement benefits for a period of at least three months under an accident and health plan covering employees of the Company. If at any time a physician appointed by the Company makes a determination with respect to the Executive’s disability, that determination shall be final, conclusive, and binding upon

2

the Company and the Executive. The Executive agrees to submit to and cooperate with any medical examinations necessary in connection with a Disability determination.

i.“Good Reason” means any of the following events occurring, without the Executive’s prior written consent specifically referring to this Agreement:

a.(1) any material reduction in the amount of the Executive’s Annual Pay or (2) any material reduction in the amount of Executive’s other incentive compensation opportunities in the aggregate provided such reduction results in a material reduction in the Executive's total compensation;

b.any material adverse change in the nature or status of the Executive’s authority, duties or responsibilities; or

c.relocation of the Executive’s principal place of employment by more than 50 miles, provided such relocation results in a material change in the Executive's principal place of employment relative to the Executive's principal place of residence.

In order for a termination by the Executive to constitute a termination for Good Reason, (1) the Executive must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the 60th day after such circumstance has arisen or occurred, (2) the Company must not have cured such circumstances within 30 days after receipt of the notice and (3) the Executive must actually terminate employment within 30 days after the expiration of such cure period.

j. “Termination Pay” means a payment required to be made by the Company to the Executive pursuant to Section 2(a)(ii).

k. “Third Party Confidants” means the Company’s customers, suppliers, licensors, and other business relations.

2.    Severance Benefits.

a.Involuntary or Constructive Termination. In the event that the Executive’s employment with the Company or its successor is terminated (x) by the Company or its successor without Cause or (y) by the Executive for Good Reason, the Executive shall be entitled to the following payments and other benefits (subject to reduction by the Company, in its sole discretion, in accordance with Section 3):

i. The Company shall pay to the Executive a cash payment in an amount equal to the sum of (A) the Executive’s earned and unpaid base salary and accrued and unused vacation as of his or her date of termination of employment, as required by law, plus (B) his or her earned and unpaid bonus, if any, for the Company’s prior fiscal year, plus (C) an amount equal to the greater of the following, paid on a pro rata basis for the portion of the year between July 1 and the date of the Executive’s termination of employment: (x) Executive’s target level bonus (based on the number of days employed during the fiscal year prior to such termination), or (y) the actual bonus to which the Executive would be entitled in the year of employment termination, if calculable at the date of termination, plus (D) reimbursement for all unreimbursed expenses reasonably and necessarily incurred by the Executive (in accordance with Company policy). This amount shall be paid within five (5) business days after the date of the Executive’s termination of employment.

ii. If the termination of employment occurs within 12 months following a Change in Control, the Company shall pay to the Executive within 74 days after the date of termination, subject to Section 2(d) hereof, Termination Pay consisting of a cash lump sum payment in an amount equal to the sum of the following:

a._____ times the Executive's Annual Pay.

b.An amount equal to the Company-paid portion of the cost of coverage under the Company’s group health, dental plans for a twenty-four month period based on the Company’s plans, the portion of the cost paid by active employees, and the Executive’s elected coverages, all as in effect at the time of the Executive’s termination of employment.

b.    Treatment of Equity Awards In a Termination Covered by Paragraph 2(a). All of the Executive’s outstanding equity awards issued under the Company’s 2015 Omnibus Incentive Plan, as amended, or other similar

3

incentive plan shall be governed by the terms and conditions of the plan and the applicable award agreements issued to the Executive thereunder.

c.    No Duplication; Other Severance Pay. There shall be no duplication of severance pay in any manner. In this regard, the Executive shall not be entitled to Termination Pay hereunder for more than one position with the Company and its Affiliates. If the Executive is entitled to any notice or payment in lieu of any notice of termination of employment required by Federal, state or local law, including but not limited to the Worker Adjustment and Retraining Notification Act, the severance compensation to which the Executive would otherwise be entitled under this Agreement shall be reduced by the amount of any such payment in lieu of notice. The Executive shall not be entitled to any severance or termination payments (but excluding retirement and similar benefits) under any other plan, program, arrangement or agreement (other than any stock award or stock option agreements) with the Company or any of its Affiliates. Except as set forth in the immediately preceding sentence, the foregoing payments and benefits shall be in addition to and not in lieu of any payments or benefits to which the Executive and his or her dependents may otherwise be entitled under the Company’s compensation and employee benefit plans. Nothing herein shall be deemed to restrict the right of the Company to amend or terminate any such plan in a manner generally applicable to similarly situated active employees of the Company and its Affiliates, in which event the Executive shall be entitled to participate on the same basis (including payment of applicable contributions) as similarly situated active executives of the Company and its Affiliates.

d.    Mutual Release. Termination Pay shall be conditioned upon the execution by the Executive and the Company (or its successor) of a valid mutual release in the form provided by the Company, by the deadline set by the Company and pursuant to which the Executive shall release the Company, to the maximum extent permitted by law, from any and all claims the Executive may have against the Company that relate to or arise out of the employment or termination of employment of the Executive, except such claims arising under this Agreement (the “Release”). The Company will set a deadline for return of the Release that will be no later than 30 days following the Executive’s termination date and will provide the Release to the Executive at least 21 days before the deadline set for its return. The full amount of Termination Pay shall be paid in a lump sum in cash to the Executive within 74 days after the date of the Executive’s termination of employment if and only if the Executive has properly executed, delivered to the Company, and not revoked the Release. The Release does not limit any obligation that arises after the date of such Release, such as Executive’s post-termination restrictive covenants under this Agreement, any employment agreement or any other agreement with the Company.

e.     No Duty to Mitigate Benefits. The Executive shall not be required to mitigate the amount of any benefits to be paid by Company pursuant to this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefits provided for in this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer after termination of employment with Company.

f.    Termination by Executive’s Death or Disability. In the event that the Executive’s employment is terminated because of the Executive’s death or Disability, the Executive (or the Executive’s estate) will be entitled to the amounts set forth in Section 2(a)(i).

g.    Termination for Cause or by Executive’s Voluntary Resignation (not for Good Reason). In the event that the Executive’s employment is terminated for Cause or the Executive voluntarily resigns his or her position with the Company (other than for Good Reason), the Executive shall be entitled to: (A) the Executive’s earned and unpaid base salary and accrued and unused vacation as of his or her date of termination of employment, as required by law, plus (B) reimbursement for all unreimbursed expenses reasonably and necessarily incurred by the Executive (in accordance with Company policy).

3.    Excise Taxes.

a.If the Company’s Consulting Firm (defined below) determines that (i) the termination benefits payable to the Executive pursuant to this Agreement would subject the Executive to an excise tax under Section 4999 of the Code, and (ii) the net amount that the Executive would realize from such benefits on an after-tax basis (after taking into account all federal, state and local income and other taxes payable by the Executive and the amount of any excise tax payable by the Executive under Section 4999 of the Code) would be greater if the

4

benefits payable hereunder were limited, then the termination benefits payable hereunder shall be reduced in the manner determined by the Consulting Firm to the extent and only to the extent that such reduction would result in a greater after-tax benefit for the Executive than if the termination benefits were not reduced. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal, state, and local taxes. Any reduction in the amount of termination benefits payable hereunder shall be debited first from the amounts payable under Section 2(a)(ii) and then under any equity awards that vested or became payable under the Company’s 2015 Omnibus Incentive Plan (or any successor thereto), with any amounts that are payable later in time under such awards reduced before payments to be made sooner in time; provided, however, that in no event shall such reduction be effected through a delay in the timing of any payment that is subject to Code Section 409A (or that would become subject to Code Section 409A as a result of such delay).

b.All determinations required to be made under this Section 3, including any reductions to Termination Payments required by Section 3(a), and the assumptions to be utilized in arriving at such determinations, shall be made by such certified public accounting firm in the business of performing such calculations as may be designated by the Company prior to the date of the Change in Control and reasonably acceptable to the Executive (the “Consulting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Consulting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made under this Section 3, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations Section 1-280G, Q&A-32.

4.    Protection of Confidential Information.

a.    The Executive’s employment by the Company creates a relationship of confidence and trust between the Executive and the Company. The Company has a proprietary interest in documents and information applicable to its business or to the business of its Third Party Confidants which may be made known to the Executive during the period of the Executive’s employment. The Executive understands and acknowledges that the Company has invested, and continues to invest, substantial time, money and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and improving its offerings in the marketplace. The Executive understands and acknowledges that, as a result of these efforts, the Company has created and uses, and continues to create and use, Confidential Information as well as possess Confidential Information of Third Party Confidants pursuant to strict contractual obligations to maintain that confidentiality. The Company’s Confidential Information provides the Company with a competitive advantage over other competitors the marketplace. The Executive acknowledges that the Company has taken appropriate measures to protect its Confidential Information, which constitutes valuable, special, and unique property of the Company that is not otherwise available to the general public. The Executive acknowledges that all Confidential Information, whether developed by the Executive or otherwise coming into his or her possession, shall remain the exclusive property of the Company or its Third Party Confidants.

b.    Notwithstanding any other provision of this Agreement, unless the Executive shall first secure the Company’s written consent, and except for authorized use in performance of the Executive’s duties on behalf of and for the benefit of the Company, the Executive shall not disclose to any others, or use, at any time, in any way, or anywhere, either during or subsequent to employment with the Company, any trade secret or other Confidential Information (of either technical or non-technical nature) of the Company or a Third Party Confidant. The Executive shall promptly notify the Company of any Confidential Information improperly disclosed. Notwithstanding the forgoing, the Executive will not be criminally or civilly liable under a federal or state trade secret law for disclosure of a trade secret (1) in confidence to a government official directly or indirectly, or to an attorney, and for the purpose of reporting or investigating a suspected law violation, or (2) in a complaint or document filed in a lawsuit or other proceeding if filed under seal.

c.    The Executive understands and acknowledges that his or her obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to such Confidential Information (whether before or after he/she begins employment by the Company) and shall continue during and after his or her employment by the Company until such time as such Confidential

5

Information has become public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf.

d.    The Executive hereby expressly agrees that the covenants in this Section 4 shall be binding upon the Executive’s heirs, successors and legal representatives.

Upon (i) voluntary or involuntary termination of the Executive’s employment or (ii) the Company’s request at any time during the Executive’s employment, the Executive shall (A) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, Company credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with his or her employment by the Company, and (B) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations and media in the Executive’s possession or control.

5.    Restrictive Covenants

a.General. The Executive, during and following termination of employment with the Company (for any reason), shall not directly or indirectly, individually, in partnership or through a corporation, limited liability company or other entity, as employee, agent, proprietor, manager, executive, shareholder, or consultant, compete with the Company or assist others to so compete; nor will the Executive, without the written consent of the Company, directly or indirectly solicit, entice, persuade, or induce any person or entity which has a business relationship with the Company to direct or transfer away any business, patronage, or source of supply from the Company. Except as otherwise stated in this Agreement, this noncompetition covenant shall be limited to: (i) a period of 12 months following the termination of Executive’s employment with the Company (for any reason) (the “Restrictive Period”); and (ii) competition by Executive on behalf of direct competitors of the Company. This Section 5 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by law, regulation or order. Executive shall promptly provide written notice of any such order to the Company.

b.Non-Solicitation of Customers. The Executive agrees that during Executive’s employment and during the Restrictive Period, the Executive will not, by influencing or attempting to influence previously existing customers, or otherwise, either directly or indirectly, divert or attempt to divert from the Company, any business the Company had enjoyed or solicited anywhere during the past 12 months, or in connection with which the Executive worked during the last 12 months of the Executive’s employment.

c.Non-Solicit and Non-Hire of Employees. The Executive agrees that during Executive’s employment and during the Restrictive Period, the Executive shall not, directly or indirectly, approach or solicit any employee of the Company or any individual employed by the Company in the prior six months, with a view to hiring such employee for any other entity or persuading such employee to leave the employment of the Company, or directly or indirectly, hire such employee, unless the Company specifically consents in writing.

d.Formation of Competitive Business Prohibited. The Executive agrees that during Executive’s employment, Executive will not (i) undertake any planning for or organization of any business activity competitive with the Company’s business, or (ii) combine or conspire with other employees of the Company for the purpose of organizing any such competitive business activity.

e.Enforcement. The Executive acknowledges that the restrictions contained in Sections 4 and 5, in view of the nature of the business in which the Company is engaged, are reasonable and necessary in order to protect the legitimate business interests of the Company and that any violation of Sections 4 or 5 would result in irreparable injury to the Company for which money damages alone would not provide an adequate remedy, and the Executive’s observance of these restrictions will not cause the Executive any undue hardship nor unreasonably interfere with Executive’s ability to earn a livelihood. In the event of a breach or a threatened

6

breach by the Executive of Section 4 or 5, the Company shall be entitled to an injunction restraining the Executive from the commission of such breach, and to recover its attorneys’ fees, costs and expenses related to the breach or threatened breach. Nothing in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of money damages. The covenants and disclosures in Sections 4 and 5 will be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of such covenants and agreements. In addition, while the duration of the Executive’s restrictions will be determined generally in accordance with their respective provisions, if the Executive violates any of the restrictions, the Executive agrees to an extension of such restrictions on the same terms and conditions for an additional period of time equal to the time that elapses from the commencement of such violation to the later of (a) the termination of such violation or (b) the final resolution of any litigation (including any appeal) stemming from such violation.

6.    Additional Covenants by the Executive.

a.    Nondisparagement. The Executive and the Company agree that, whether or not the Executive remains employed by the Company, neither the Executive nor the Company will make or authorize any public statement, whether orally or in writing, that disparages the other party hereto with respect to such other party’s business interests or practices; provided, that neither party shall be restricted in connection with statements made in context of any litigation, arbitration or similar proceeding involving the other party hereto.

b.    Extent of Restrictions. The Executive acknowledges that he or she has given careful consideration to the restraints imposed by this Section 6 and he or she fully agrees that the restrictions contained in this Section 6 correctly set forth the understanding of the parties at the time this Agreement is entered into, are reasonable and necessary to protect the legitimate interests of the Company, and that any violation will cause substantial injury to the Company. In the event of any such violation, the Company shall be entitled, in addition to any other remedy, to preliminary or permanent injunctive relief. If any court or arbitrator having jurisdiction shall find that any part of the restrictions set forth in this Agreement are unreasonable in any respect, it is the intent of the parties that the restrictions set forth herein shall not be terminated, but that this Agreement shall remain in full force and effect to the extent (as to time periods and other relevant factors) that the court and/or arbitrator shall find reasonable.

c.    Effect on Prior Covenants. The provisions of this Section 6 are not intended to override, supersede, reduce, modify or affect in any manner any other agreement between the Executive, the Company or any of its Affiliates, including any confidentiality, nondisclosure, noncompetition, or nondisparagement agreement between the Executive, the Company or any of its Affiliates. Any such covenant or agreement shall remain in full force and effect in accordance with its terms. The Company will be entitled to injunctive and other relief to prevent or enjoin any violation of the provisions of this Agreement.

d.    Protected Rights. Notwithstanding anything to the contrary in this Agreement, the Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies.

e.    Acknowledgement. The Executive acknowledges that (i) this Agreement is executed for the protection of trade secrets under Ohio law, and is intended to protect the Confidential Information of the Company, and (ii) the Executive is an executive or management personnel within the meaning of the applicable state law.

7.    Proprietary Rights.

a.The Executive acknowledges and agrees that all writings, works of authorship, technology, inventions, discoveries, ideas and other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived or reduced to practice by the Executive individually or jointly with

7

others during the period of the Executive’s employment by the Company and relating in any way to the business or contemplated business, research or development of the Company (regardless of when or where the Work Product is prepared or whose equipment or other resources is used in preparing the same) and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to copyrights, trade secrets, trademarks (and related goodwill), mask works, patents and other intellectual property rights therein arising in any jurisdiction throughout the world and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefore, and continuations, divisions, continuations-in-part, reissues, extensions and renewals thereof (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.

b.For purposes of this Agreement, Work Product includes, but is not limited to, Company information, including plans, publications, research, strategies, techniques, agreements, documents, contracts, terms of agreements, negotiations, know-how, computer programs, computer applications, software design, web design, work in process, databases, manuals, results, developments, reports, graphics, drawings, sketches, market studies, formulae, notes, communications, algorithms, product plans, product designs, styles, models, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, customer information, client information, customer lists, client lists, manufacturing information, marketing information, advertising information, and sales information.

c.The Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. Section 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.

d.During and after the Executive’s employment with the Company, the Executive agrees to reasonably cooperate with the Company to (i) apply for, obtain, perfect and transfer to the Company the Work Product as well as an Intellectual Property Right in the Work Product in any jurisdiction in the world; and (ii) maintain, protect and enforce the same, including, without limitation, executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments and other documents and instruments as shall be requested by the Company. The Executive hereby irrevocably grants the Company power of attorney to execute and deliver any such documents on the Executive’s behalf in Executive’s name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with the Company’s request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by the Executive’s subsequent incapacity, death, or Disability.

e.The Executive understands that this Agreement does not, and shall not be construed to, grant the Executive any license or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software or other tools made available to the Executive by the Company.

8.    Security and Access. Executive agrees and covenants (i) to comply with all Company security policies and procedures as in force from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any and all other Company facilities, IT resources and communication technologies (“Facilities Information Technology and Access Resources”); (ii) not to access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary. The Executive agrees to notify the Company promptly in the event the Executive learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction or

8

reverse engineering of, or tampering with any Facilities and Information Technology Access Resources or other Company property or materials by others.

9.    Publicity. The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes and all other printed and electronic forms and media throughout the world, at any time during or after the period of the Executive’s employment by the Company, for all legitimate commercial and business purposes of the Company (“Permitted Uses”) without further consent from or royalty, payment or other compensation to the Executive. The Executive hereby forever waives and releases the Company and its directors, officers, employees and agents from any and all claims, actions, damages, losses, costs, expenses and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the period of the Executive’s employment by the Company, arising directly or indirectly from the Company’s and its agents’, representatives’ and licensees’ exercise of their rights in connection with any Permitted Uses.

10.    Tax Withholding. All payments to the Executive under this Agreement will be subject to the withholding of all applicable employment and income taxes.

11.    Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.

12.    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company. The Company will require any successor to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place. This Agreement is personal to the Executive and may not be assigned by him otherwise than by will or the laws of descent and distribution.

13.    Entire Agreement. By executing this Agreement, the Executive agrees that any and all agreements executed between the Company (or any subsidiary of the Company or any predecessor of the Company or any subsidiary of the Company) and the Executive prior to the date hereof regarding benefits resulting from a Change in Control are hereby nullified and cancelled in their entirety, and this Agreement shall substitute for and fully replace any such prior agreements. This Agreement shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement may not be modified in any manner except by a written instrument signed by both the Company and the Executive. Notwithstanding the foregoing, nothing in this Agreement adversely modifies or affects the terms of any written or electronic agreement entered into by the Company and the Executive setting forth the terms and provisions applicable to any equity-based incentive award granted to the Executive pursuant to any equity plan sponsored or maintained by the Company.

14.    Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for this purpose each payment shall constitute a “separately identified” amount within the meaning of Treasury Regulation §1.409A-2(b)(2). If the terms or operation of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to the Executive’s “termination of employment,” such term shall be deemed to refer to the Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if the Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of the Executive’s separation from service, then to the extent any amount payable to the Executive (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the first business day following the six-month anniversary of the Executive's separation from service and (b) the date of the Executive’s death. Any reimbursement or advancement payable to the Executive pursuant to this Agreement or otherwise shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Executive within 30 days following receipt of such expense

9

reports, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement or otherwise shall not be subject to liquidation or exchange for any other benefit.

15.    Notices. Any notice required under this Agreement shall be in writing and shall be delivered by certified mail return receipt requested to each of the parties as follows:

To the Executive:

At the most recent address on the payroll records of the Company.

To the Company:

Lancaster Colony Corporation

380 Polaris Parkway, Suite 400

Westerville, Ohio 43082

Attn.: General Counsel (or, if from the General Counsel, the Chief Executive Officer)

Tel.: 614-224-7141

Fax: 614-469-8219

16.    Governing Law and Jurisdiction. The provisions of this Agreement shall be construed in accordance with the laws of the State of Ohio, except to the extent preempted by ERISA or other federal laws, as applicable, without reference to the conflicts of laws provisions thereof. In the event of a dispute between the Parties relating to the enforcement of this Agreement, the Parties agree that the Southern District of Ohio, Eastern Division, shall have jurisdiction over the Parties and the litigation and that venue shall lie solely therein.

17.    Recoupment. Any and all benefits payable hereunder shall be subject to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any other law of similar effect for recovery of incentive-based compensation previously paid, the rules and regulations of the United States Securities and Exchange Commission thereunder, and any clawback, forfeiture, or recoupment policies adopted by the Company thereunder, whether or not such policies are approved before or after the Effective Date.

18.    Disputes. If the Executive claims entitlement to Termination Pay pursuant to Section 2(a)(ii) and a dispute arises regarding a termination of the Executive’s employment with the Company or the interpretation or enforcement of this Agreement, and the Executive obtains a final judgment in the Executive’s favor by a court of competent jurisdiction or the Executive’s claim is settled by the Company prior to the rendering of a judgment by such a court, all reasonable legal fees and expenses incurred by the Executive in contesting or disputing any such termination or seeking to obtain or enforce any right, compensation, or benefit provided for in this Agreement, or in otherwise pursuing the Executive’s claim, shall be paid by the Company to the fullest extent permitted by law.

19.    Amendments. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto.

20.    Other Agreements. This Agreement does not supersede or affect in any way, nor is it affected in any way by, any other existing agreement, written or oral, between the Company and the Executive. Further, no future agreement between the Company and the Executive shall supersede or affect this Agreement, nor shall this Agreement affect such future agreement, unless such future agreement specifically so provides by reference to this Agreement as being superseded and is executed by both the Company and the Executive.

IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the date and year first above written.

10

Lancaster Colony Corporation

[_____________________]

[_____________________]

Executive

[_____________________]

11

EX-31.1

Exhibit 31.1

Certification by Chief Executive Officer

I, David A. Ciesinski, 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:	November 2, 2023	By:	/s/ DAVID A. CIESINSKI
			David A. Ciesinski
			Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification by Chief Financial Officer

I, Thomas K. Pigott, 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:	November 2, 2023	By:	/s/ THOMAS K. PIGOTT
			Thomas K. Pigott
			Chief Financial Officer

EX-32

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 September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David A. Ciesinski, Chief Executive Officer of the Company, and Thomas K. Pigott, 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/ DAVID A. CIESINSKI
	David A. Ciesinski
	Chief Executive Officer
November 2, 2023
By:	/s/ THOMAS K. PIGOTT
	Thomas K. Pigott
	Chief Financial Officer
November 2, 2023

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.

XML

Cover - shares shares in Thousands	3 Months Ended
	Sep. 30, 2023	Oct. 13, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	000-04065
Entity Registrant Name	Lancaster Colony Corporation
Entity Incorporation, State or Country Code	OH
Entity Tax Identification Number	13-1955943
Entity Address, Address Line One	380 Polaris Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Westerville
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43082
City Area Code	(614)
Local Phone Number	224-7141
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	LANC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		27,517
Amendment Flag	false
Document Fiscal Period Focus	Q1
Entity Central Index Key	0000057515
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--06-30

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Current Assets:
Cash and equivalents	$ 73,746	$ 88,473
Receivables	120,076	114,967
Inventories:
Raw materials	47,659	40,761
Finished goods	130,149	117,504
Total inventories	177,808	158,265
Other current assets	14,628	12,758
Total current assets	386,258	374,463
Property, Plant and Equipment:
Property, plant and equipment-gross	871,290	853,709
Less accumulated depreciation	382,195	371,503
Property, plant and equipment-net	489,095	482,206
Other Assets:
Goodwill	208,371	208,371
Other intangible assets-net	4,708	4,840
Operating lease right-of-use assets	23,073	24,743
Other noncurrent assets	18,797	18,371
Total	1,130,302	1,112,994
Current Liabilities:
Accounts payable	120,337	111,758
Accrued liabilities	46,871	56,994
Total current liabilities	167,208	168,752
Noncurrent Operating Lease Liabilities	15,286	16,967
Other Noncurrent Liabilities	16,312	17,683
Deferred Income Taxes	52,728	47,325
Commitments and Contingencies
Shareholders' Equity:
Preferred stock-authorized 3,050,000 shares; outstanding-none
Common stock-authorized 75,000,000 shares; outstanding-September-27,517,313 shares; June-27,527,550 shares	146,439	143,870
Retained earnings	1,524,469	1,503,963
Accumulated other comprehensive loss	(9,289)	(9,365)
Common stock in treasury, at cost	(782,851)	(776,201)
Total shareholders' equity	878,768	862,267
Total	$ 1,130,302	$ 1,112,994

XML

Condensed Consolidated Balance Sheets (Parenthetical) - shares	Sep. 30, 2023	Jun. 30, 2023
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	3,050,000	3,050,000
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares outstanding	27,517,313	27,527,550

XML

Condensed Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net Sales	$ 461,572	$ 425,537
Cost of Sales	352,850	326,482
Gross Profit	108,722	99,055
Selling, General and Administrative Expenses	51,947	49,757
Operating Income	56,775	49,298
Other, Net	857	(270)
Income Before Income Taxes	57,632	49,028
Taxes Based on Income	13,681	11,436
Net Income	$ 43,951	$ 37,592
Net Income Per Common Share:
Basic (in dollars per share)	$ 1.60	$ 1.37
Diluted (in dollars per share)	$ 1.59	$ 1.36
Weighted Average Common Shares Outstanding:
Basic (in shares)	27,449	27,450
Diluted (in shares)	27,473	27,458

XML

Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net Income	$ 43,951	$ 37,592
Defined Benefit Pension and Postretirement Benefit Plans:
Amortization of loss, before tax	144	169
Amortization of prior service credit, before tax	(45)	(45)
Total Other Comprehensive Income, Before Tax	99	124
Tax Attributes of Items in Other Comprehensive Income:
Amortization of loss, tax	(34)	(40)
Amortization of prior service credit, tax	11	11
Total Tax Expense	(23)	(29)
Other Comprehensive Income, Net of Tax	76	95
Comprehensive Income	$ 44,027	$ 37,687

XML

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows From Operating Activities:
Net income	$ 43,951	$ 37,592
Impacts of noncash items:
Depreciation and amortization	13,592	11,203
Deferred income taxes and other changes	5,765	195
Stock-based compensation expense	2,569	2,465
Pension plan activity	(64)	(493)
Changes in operating assets and liabilities:
Receivables	(5,109)	(745)
Inventories	(19,543)	(21,237)
Other current assets	(1,870)	(102)
Accounts payable and accrued liabilities	(3,676)	21,986
Net cash provided by operating activities	35,615	50,864
Cash Flows From Investing Activities:
Payments for property additions	(18,331)	(24,585)
Proceeds from sale of property	0	1,159
Other-net	(1,412)	(55)
Net cash used in investing activities	(19,743)	(23,481)
Cash Flows From Financing Activities:
Payment of dividends	(23,445)	(22,067)
Purchase of treasury stock	(6,650)	(84)
Tax withholdings for stock-based compensation	0	(617)
Principal payments for finance leases	(504)	(679)
Net cash used in financing activities	(30,599)	(23,447)
Net change in cash and equivalents	(14,727)	3,936
Cash and equivalents at beginning of year	88,473	60,283
Cash and equivalents at end of period	73,746	64,219
Supplemental Disclosure of Operating Cash Flows:
Net cash payments for income taxes	$ 6,231	$ 7,544

XML

Condensed Consolidated Statements Of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock Outstanding [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Treasury Stock [Member]
Balance (in shares) at Jun. 30, 2022		27,520,000
Balance at Jun. 30, 2022	$ 844,687	$ 137,814	$ 1,485,045	$ (11,172)	$ (767,000)
Net income	37,592		37,592
Net pension and postretirement benefit gains, net of tax effect	95			95
Cash dividends - common stock	(22,067)		(22,067)
Purchase of treasury stock (in shares)		0
Purchase of treasury stock	(84)				(84)
Stock-based plans (in shares)		34,000
Stock-based plans	(617)	$ (617)
Stock-based compensation expense	2,465	$ 2,465
Balance (in shares) at Sep. 30, 2022		27,554,000
Balance at Sep. 30, 2022	$ 862,071	$ 139,662	1,500,570	(11,077)	(767,084)
Balance (in shares) at Jun. 30, 2023	27,527,550	27,528,000
Balance at Jun. 30, 2023	$ 862,267	$ 143,870	1,503,963	(9,365)	(776,201)
Net income	43,951		43,951
Net pension and postretirement benefit gains, net of tax effect	76			76
Cash dividends - common stock	(23,445)		(23,445)
Purchase of treasury stock (in shares)		(40,000)
Purchase of treasury stock	(6,650)				(6,650)
Stock-based plans (in shares)		29,000
Stock-based plans	0	$ 0
Stock-based compensation expense	$ 2,569	$ 2,569
Balance (in shares) at Sep. 30, 2023	27,517,313	27,517,000
Balance at Sep. 30, 2023	$ 878,768	$ 146,439	$ 1,524,469	$ (9,289)	$ (782,851)

XML

Condensed Consolidated Statements Of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Statement of Stockholders' Equity [Abstract]
Tax effect included in net pension and postretirement benefit gains	$ 23	$ 29
Common stock, dividends per share (in dollars per share)	$ 0.85	$ 0.80

XML

Summary Of Significant Accounting Policies

3 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Lancaster Colony Corporation and our wholly-owned subsidiaries, collectively referred to as “we,” “us,” “our,” “registrant” or the “Company” and 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. Intercompany transactions and accounts have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of results for the full year. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in our 2023 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, 2024 refers to fiscal 2024, which is the period from July 1, 2023 to June 30, 2024.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost, except for those acquired as part of a business combination, which are recorded at fair value at the time of purchase. We use the straight-line method of computing depreciation for financial reporting purposes based on the estimated useful lives of the corresponding assets. 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: 

	September 30,
	2023		2022
Construction in progress in Accounts Payable	$	10,165	$	22,864

Accrued Compensation and Employee Benefits

Accrued compensation and employee benefits included in Accrued Liabilities was $16.3 million and $26.3 million at September 30, 2023 and June 30, 2023, respectively.

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, stock-settled stock appreciation rights and performance units) 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, stock-settled stock appreciation rights and performance units.

Basic and diluted net income per common share were calculated as follows:

	Three Months Ended  September 30,
	2023		2022
Net income	$	43,951	$	37,592
Net income available to participating securities	(136)		(118)
Net income available to common shareholders	$	43,815	$	37,474
Weighted average common shares outstanding – basic	27,449		27,450
Incremental share effect from:
Nonparticipating restricted stock	3		4
Stock-settled stock appreciation rights (1)	11		—
Performance units	10		4
Weighted average common shares outstanding – diluted	27,473		27,458
Net income per common share – basic	$	1.60	$	1.37
Net income per common share – diluted	$	1.59	$	1.36

(1)Excludes the impact of the following weighted average stock-settled stock appreciation rights outstanding with an antidilutive effect: 0.1 million and 0.3 million for the three months ended September 30, 2023 and 2022, respectively.

Accumulated Other Comprehensive Loss

The following table presents the amounts reclassified out of accumulated other comprehensive loss by component:

	Three Months Ended  September 30,
	2023		2022
Accumulated other comprehensive loss at beginning of period	$	(9,365)	$	(11,172)
Defined Benefit Pension Plan Items:
Amortization of unrecognized net loss	159		181
Postretirement Benefit Plan Items:
Amortization of unrecognized net gain	(15)		(12)
Amortization of prior service credit	(45)		(45)
Total other comprehensive income, before tax	99		124
Total tax expense	(23)		(29)
Other comprehensive income, net of tax	76		95
Accumulated other comprehensive loss at end of period	$	(9,289)	$	(11,077)

Significant Accounting Policies

There were no changes to our Significant Accounting Policies from those disclosed in our 2023 Annual Report on Form 10-K.

Recent Accounting Standards

There are no recently issued or adopted accounting standards that will impact our consolidated financial statements.

XML

Long-Term Debt

3 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

At September 30, 2023 and June 30, 2023, we had an unsecured credit facility (“Facility”) under which we could 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 based on consent of the issuing banks and certain other conditions. The Facility expires on March 19, 2025, and all outstanding amounts are then due and payable. Interest is variable based upon formulas tied to SOFR or an alternate base rate defined in the Facility. 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 Facility, they will be classified as long-term debt.

The 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 3.5 to 1, subject to certain exceptions. The interest coverage ratio is calculated by dividing Consolidated EBIT by Consolidated Interest Expense, and the leverage ratio is calculated by dividing Consolidated Net Debt by Consolidated EBITDA. All financial terms used in the covenant calculations are defined more specifically in the Facility.

At September 30, 2023 and June 30, 2023, we had no borrowings outstanding under the Facility. At September 30, 2023 and June 30, 2023, we had $2.2 million and $2.8 million, respectively, of standby letters of credit outstanding, which reduced the amount available for borrowing under the Facility. We paid no interest for the three months ended September 30, 2023 and 2022.

XML

Commitments And Contingencies	3 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments And Contingencies	Commitments and ContingenciesAt September 30, 2023, 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 is not expected to have a material effect on our consolidated financial statements.

XML

Goodwill And Other Intangible Assets

3 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill And Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill attributable to the Retail and Foodservice segments was $157.4 million and $51.0 million, respectively, at September 30, 2023 and June 30, 2023.

The following table summarizes our identifiable other intangible assets:

	September 30, 2023		June 30, 2023
Tradenames (20 to 30-year life)
Gross carrying value	$	4,100	$	4,100
Accumulated amortization	(244)		(181)
Net carrying value	$	3,856	$	3,919
Customer Relationships (10-year life)
Gross carrying value	$	287	$	287
Accumulated amortization	(198)		(190)
Net carrying value	$	89	$	97
Technology / Know-how (10-year life)
Gross carrying value	$	2,450	$	2,450
Accumulated amortization	(1,687)		(1,626)
Net carrying value	$	763	$	824
Total net carrying value	$	4,708	$	4,840

Amortization expense for our other intangible assets, which is reflected in Selling, General and Administrative Expenses, was as follows:

	Three Months Ended  September 30,
	2023		2022
Amortization expense	$	132	$	629

Total annual amortization expense for each of the next five years is estimated to be as follows:

2025	$	527
2026	$	527
2027	$	343
2028	$	251
2029	$	251

XML

Income Taxes	3 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesPrepaid federal income taxes of $2.5 million and $3.3 million were included in Other Current Assets at September 30, 2023 and June 30, 2023, respectively. Accrued state and local income taxes of $0.4 million were included in Accrued Liabilities at September 30, 2023. Prepaid state and local income taxes of $0.8 million were included in Other Current Assets at June 30, 2023.

XML

Business Segment Information

3 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Business Segment Information

Business Segment Information

Our financial results are presented as two reportable segments: Retail and Foodservice. Costs that are directly attributable to either Retail or Foodservice are charged directly to the appropriate segment. Costs that are deemed to be indirect, excluding corporate expenses and other unusual significant transactions, are allocated to the two reportable segments using a reasonable methodology that is consistently applied.

Retail - The vast majority of the products we sell in the Retail segment are sold through sales personnel, food brokers and distributors in the United States. We have placement of products in grocery produce departments through our refrigerated salad dressings, vegetable dips and fruit dips. Our flatbread products and sprouted grain bakery products are generally placed in the specialty bakery/deli section of the grocery store. We also have products typically marketed in the shelf-stable section of the grocery store, which include salad dressings, slaw dressing, sauces and croutons. Within the frozen food section of the grocery store, we sell yeast rolls and garlic breads.

Foodservice - The vast majority of the products we sell in the Foodservice segment are sold through sales personnel, food brokers and distributors in the United States. Most of the products we sell in the Foodservice segment are custom-formulated and include salad dressings, sandwich and dipping sauces, frozen breads and yeast rolls. The majority of our Foodservice sales are products sold under private label to restaurants. We also manufacture and sell various branded Foodservice products to distributors.

As many of our products are similar between our two segments, our procurement, manufacturing, warehousing and distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. Consequently, we do not prepare, and our Chief Operating Decision Maker does not review, separate balance sheets for the reportable segments. As such, our external reporting does not include the presentation of identifiable assets by reportable segment. The composition of our identifiable assets at September 30, 2023 is generally consistent with that of June 30, 2023.

We evaluate our Retail and Foodservice segments based on net sales and operating income which follow:

	Three Months Ended  September 30,
	2023		2022
Net Sales
Retail	$	242,184	$	223,216
Foodservice	219,388		202,321
Total	$	461,572	$	425,537
Operating Income
Retail	$	53,124	$	42,900
Foodservice	26,633		31,929
Corporate Expenses	(22,982)		(25,531)
Total	$	56,775	$	49,298

The following table sets forth net sales disaggregated by class of similar products for the Retail and Foodservice segments:

	Three Months Ended  September 30,
	2023		2022
Retail
Shelf-stable dressings, sauces and croutons	$	98,581	$	91,038
Frozen breads	79,630		72,858
Refrigerated dressings, dips and other	63,973		59,320
Total Retail net sales	$	242,184	$	223,216
Foodservice
Dressings and sauces	$	165,271	$	151,060
Frozen breads and other	54,117		51,261
Total Foodservice net sales	$	219,388	$	202,321
Total net sales	$	461,572	$	425,537

The following table provides an additional disaggregation of Foodservice net sales by type of customer:

	Three Months Ended  September 30,
	2023		2022
Foodservice
National accounts	$	171,586	$	160,192
Branded and other	47,802		42,129
Total Foodservice net sales	$	219,388	$	202,321

XML

Stock-Based Compensation

3 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

There have been no changes to our stock-based compensation plan as disclosed in our 2023 Annual Report on Form 10-K.

Our stock-settled stock appreciation rights (“SSSARs”) compensation expense was $0.3 million and $0.7 million for the three months ended September 30, 2023 and 2022, respectively. At September 30, 2023, there was $0.5 million of unrecognized compensation expense related to SSSARs that we will recognize over a weighted-average period of 1 year.

Our restricted stock compensation expense was $1.2 million and $1.3 million for the three months ended September 30, 2023 and 2022, respectively. At September 30, 2023, there was $8.8 million of unrecognized compensation expense related to restricted stock that we will recognize over a weighted-average period of 2 years.

Our performance units compensation expense was $1.1 million and $0.5 million for the three months ended September 30, 2023 and 2022, respectively. At September 30, 2023, there was $7.5 million of unrecognized compensation expense related to performance units that we will recognize over a weighted-average period of 2 years.

XML

Summary Of Significant Accounting Policies (Policy)

3 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis Of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Lancaster Colony Corporation and our wholly-owned subsidiaries, collectively referred to as “we,” “us,” “our,” “registrant” or the “Company” and 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. Intercompany transactions and accounts have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of results for the full year. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in our 2023 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, 2024 refers to fiscal 2024, which is the period from July 1, 2023 to June 30, 2024.

Property, Plant And Equipment

Property, Plant and EquipmentProperty, plant and equipment are recorded at cost, except for those acquired as part of a business combination, which are recorded at fair value at the time of purchase. We use the straight-line method of computing depreciation for financial reporting purposes based on the estimated useful lives of the corresponding assets.

Earnings Per Share

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, stock-settled stock appreciation rights and performance units) 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, stock-settled stock appreciation rights and performance units.

Recent Accounting Standards

Recent Accounting Standards

There are no recently issued or adopted accounting standards that will impact our consolidated financial statements.

XML

Summary Of Significant Accounting Policies (Tables)

3 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule Of Construction In Progress In Accounts Payable

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: 

	September 30,
	2023		2022
Construction in progress in Accounts Payable	$	10,165	$	22,864

Schedule Of Basic And Diluted Net Income Per Common Share Calculations

Basic and diluted net income per common share were calculated as follows:

	Three Months Ended  September 30,
	2023		2022
Net income	$	43,951	$	37,592
Net income available to participating securities	(136)		(118)
Net income available to common shareholders	$	43,815	$	37,474
Weighted average common shares outstanding – basic	27,449		27,450
Incremental share effect from:
Nonparticipating restricted stock	3		4
Stock-settled stock appreciation rights (1)	11		—
Performance units	10		4
Weighted average common shares outstanding – diluted	27,473		27,458
Net income per common share – basic	$	1.60	$	1.37
Net income per common share – diluted	$	1.59	$	1.36

(1)Excludes the impact of the following weighted average stock-settled stock appreciation rights outstanding with an antidilutive effect: 0.1 million and 0.3 million for the three months ended September 30, 2023 and 2022, respectively.

Schedule Of Amounts Reclassified Out Of Accumulated Other Comprehensive Loss

The following table presents the amounts reclassified out of accumulated other comprehensive loss by component:

	Three Months Ended  September 30,
	2023		2022
Accumulated other comprehensive loss at beginning of period	$	(9,365)	$	(11,172)
Defined Benefit Pension Plan Items:
Amortization of unrecognized net loss	159		181
Postretirement Benefit Plan Items:
Amortization of unrecognized net gain	(15)		(12)
Amortization of prior service credit	(45)		(45)
Total other comprehensive income, before tax	99		124
Total tax expense	(23)		(29)
Other comprehensive income, net of tax	76		95
Accumulated other comprehensive loss at end of period	$	(9,289)	$	(11,077)

XML

Goodwill And Other Intangible Assets (Tables)

3 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary Of Other Intangible Assets

The following table summarizes our identifiable other intangible assets:

	September 30, 2023		June 30, 2023
Tradenames (20 to 30-year life)
Gross carrying value	$	4,100	$	4,100
Accumulated amortization	(244)		(181)
Net carrying value	$	3,856	$	3,919
Customer Relationships (10-year life)
Gross carrying value	$	287	$	287
Accumulated amortization	(198)		(190)
Net carrying value	$	89	$	97
Technology / Know-how (10-year life)
Gross carrying value	$	2,450	$	2,450
Accumulated amortization	(1,687)		(1,626)
Net carrying value	$	763	$	824
Total net carrying value	$	4,708	$	4,840

Schedule Of Amortization Expense

Amortization expense for our other intangible assets, which is reflected in Selling, General and Administrative Expenses, was as follows:

	Three Months Ended  September 30,
	2023		2022
Amortization expense	$	132	$	629

Estimated Annual Amortization Expense

Total annual amortization expense for each of the next five years is estimated to be as follows:

2025	$	527
2026	$	527
2027	$	343
2028	$	251
2029	$	251

XML

Business Segment Information (Tables)

3 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Summary Of Financial Information Attributable To Reportable Segments

We evaluate our Retail and Foodservice segments based on net sales and operating income which follow:

	Three Months Ended  September 30,
	2023		2022
Net Sales
Retail	$	242,184	$	223,216
Foodservice	219,388		202,321
Total	$	461,572	$	425,537
Operating Income
Retail	$	53,124	$	42,900
Foodservice	26,633		31,929
Corporate Expenses	(22,982)		(25,531)
Total	$	56,775	$	49,298

Disaggregation Of Net Sales By Class Of Similar Products

The following table sets forth net sales disaggregated by class of similar products for the Retail and Foodservice segments:

	Three Months Ended  September 30,
	2023		2022
Retail
Shelf-stable dressings, sauces and croutons	$	98,581	$	91,038
Frozen breads	79,630		72,858
Refrigerated dressings, dips and other	63,973		59,320
Total Retail net sales	$	242,184	$	223,216
Foodservice
Dressings and sauces	$	165,271	$	151,060
Frozen breads and other	54,117		51,261
Total Foodservice net sales	$	219,388	$	202,321
Total net sales	$	461,572	$	425,537

Disaggregation Of Foodservice Net Sales By Type Of Customer

The following table provides an additional disaggregation of Foodservice net sales by type of customer:

	Three Months Ended  September 30,
	2023		2022
Foodservice
National accounts	$	171,586	$	160,192
Branded and other	47,802		42,129
Total Foodservice net sales	$	219,388	$	202,321

XML

Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Jun. 30, 2023
Accounting Policies [Abstract]
Accrued compensation and employee benefits	$ 16.3	$ 26.3

XML

Summary Of Significant Accounting Policies (Schedule Of Construction In Progress In Accounts Payable) (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Construction in progress in Accounts Payable	$ 10,165	$ 22,864

XML

Summary Of Significant Accounting Policies (Schedule Of Basic And Diluted Net Income Per Common Share Calculations) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Net income	$ 43,951	$ 37,592
Net income available to participating securities	(136)	(118)
Net income available to common shareholders	$ 43,815	$ 37,474
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average common shares outstanding - basic (in shares)	27,449	27,450
Weighted average common shares outstanding - diluted (in shares)	27,473	27,458
Net income per common share – basic	$ 1.60	$ 1.37
Net income per common share – diluted	$ 1.59	$ 1.36
Nonparticipating Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental share effect from awards with forfeitable dividends (in shares)	3	4
Stock Settled Stock Appreciation Rights SARS [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental share effect from stock-settled stock appreciation rights (in shares)	11	0
Weighted average number of antidilutive securities (in rights outstanding)	100	300
Performance Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental share effect from awards with forfeitable dividends (in shares)	10	4

XML

Summary Of Significant Accounting Policies (Schedule Of Amounts Reclassified Out Of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive loss at beginning of period	$ (9,365)	$ (11,172)
Total other comprehensive income, before tax	99	124
Total tax expense	(23)	(29)
Other comprehensive income, net of tax	76	95
Accumulated other comprehensive loss at end of period	(9,289)	(11,077)
Defined Benefit Pension Plan [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amortization of unrecognized net (gain) loss	159	181
Postretirement Benefit Plan [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amortization of unrecognized net (gain) loss	(15)	(12)
Amortization of prior service credit	$ (45)	$ (45)

XML

Long-Term Debt (Narrative) (Details) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Debt Disclosure [Abstract]
Maximum borrowing capacity	$ 150,000,000		$ 150,000,000
Maximum borrowing capacity on obtaining consent of the issuing bank	$ 225,000,000		225,000,000
Line of credit facility, expiration date	Mar. 19, 2025
Minimum interest coverage ratio	250.00%
Maximum leverage ratio	350.00%
Line of credit facility, amount outstanding	$ 0		0
Standby letters of credit, amount outstanding	2,200,000		$ 2,800,000
Interest paid	$ 0	$ 0

XML

Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Goodwill [Line Items]
Goodwill	$ 208,371	$ 208,371
Retail [Member]
Goodwill [Line Items]
Goodwill	157,400	157,400
Foodservice [Member]
Goodwill [Line Items]
Goodwill	$ 51,000	$ 51,000

XML

Goodwill And Other Intangible Assets (Summary Of Other Intangible Assets) (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Net carrying value	$ 4,708	$ 4,840
Tradenames (20 to 30-year life) [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying value	4,100	4,100
Accumulated amortization	(244)	(181)
Net carrying value	3,856	3,919
Customer Relationships (10-year life) [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying value	287	287
Accumulated amortization	(198)	(190)
Net carrying value	$ 89	97
Finite-lived other intangible assets useful life (in years)	10 years
Technology / Know-how (10-year life) [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying value	$ 2,450	2,450
Accumulated amortization	(1,687)	(1,626)
Net carrying value	$ 763	$ 824
Finite-lived other intangible assets useful life (in years)	10 years
Minimum [Member] | Tradenames (20 to 30-year life) [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived other intangible assets useful life (in years)	20 years
Maximum [Member] | Tradenames (20 to 30-year life) [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived other intangible assets useful life (in years)	30 years

XML

Goodwill And Other Intangible Assets (Schedule Of Amortization Expense) (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 132	$ 629

XML

Goodwill And Other Intangible Assets (Estimated Annual Amortization Expense) (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 527
2026	527
2027	343
2028	251
2029	$ 251

XML

Income Taxes (Narrative) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Jun. 30, 2023
Federal [Member]
Income Tax Authority [Line Items]
Prepaid income taxes	$ 2.5	$ 3.3
State and Local [Member]
Income Tax Authority [Line Items]
Prepaid income taxes		$ 0.8
Accrued income taxes	$ 0.4

XML

Business Segment Information (Summary Of Financial Information Attributable To Reportable Segments) (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Net Sales	$ 461,572	$ 425,537
Operating Income	56,775	49,298
Retail [Member]
Segment Reporting Information [Line Items]
Net Sales	242,184	223,216
Operating Income	53,124	42,900
Foodservice [Member]
Segment Reporting Information [Line Items]
Net Sales	219,388	202,321
Operating Income	26,633	31,929
Corporate [Member]
Segment Reporting Information [Line Items]
Operating Income	$ (22,982)	$ (25,531)

XML

Business Segment Information (Disaggregation Of Net Sales By Class Of Similar Products) (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total net sales	$ 461,572	$ 425,537
Retail [Member]
Disaggregation of Revenue [Line Items]
Total net sales	242,184	223,216
Foodservice [Member]
Disaggregation of Revenue [Line Items]
Total net sales	219,388	202,321
Shelf-stable dressings, sauces and croutons [Member] | Retail [Member]
Disaggregation of Revenue [Line Items]
Total net sales	98,581	91,038
Frozen breads [Member] | Retail [Member]
Disaggregation of Revenue [Line Items]
Total net sales	79,630	72,858
Refrigerated dressings, dips and other [Member] | Retail [Member]
Disaggregation of Revenue [Line Items]
Total net sales	63,973	59,320
Dressings and sauces [Member] | Foodservice [Member]
Disaggregation of Revenue [Line Items]
Total net sales	165,271	151,060
Frozen breads and other [Member] | Foodservice [Member]
Disaggregation of Revenue [Line Items]
Total net sales	$ 54,117	$ 51,261

XML

Business Segment Information (Disaggregation Of Foodservice Net Sales By Type Of Customer) (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total net sales	$ 461,572	$ 425,537
Foodservice [Member]
Disaggregation of Revenue [Line Items]
Total net sales	219,388	202,321
Foodservice [Member] | National accounts [Member]
Disaggregation of Revenue [Line Items]
Total net sales	171,586	160,192
Foodservice [Member] | Branded and other [Member]
Disaggregation of Revenue [Line Items]
Total net sales	$ 47,802	$ 42,129

XML

Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Stock Settled Stock Appreciation Rights SARS [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 0.3	$ 0.7
Unrecognized compensation expense	$ 0.5
Weighted-average period over which remaining compensation expense will be recognized (in years)	1 year
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 1.2	1.3
Unrecognized compensation expense	$ 8.8
Weighted-average period over which remaining compensation expense will be recognized (in years)	2 years
Performance Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 1.1	$ 0.5
Unrecognized compensation expense	$ 7.5
Weighted-average period over which remaining compensation expense will be recognized (in years)	2 years