Common use of Treatment of Outstanding Restricted Stock Units Clause in Contracts

Treatment of Outstanding Restricted Stock Units. (a) Cash-settled Ralcorp RSUs which are held by any Person other than a Post Employee, a former Post Employee, or a director who will serve as a director of Post immediately following the Effective Time shall be adjusted in a manner to reflect the intrinsic value of such award as of the Effective Time, as determined by the Board of Directors of Ralcorp in accordance with the procedures set forth on Schedule 13 hereto. The other terms and conditions to which each Ralcorp RSU is subject shall be substantially similar both immediately prior to and following the Effective Time. (b) Cash-settled Ralcorp RSUs which are held by a Post Employee, a former Post Employee, or a director who will serve as a director of Post immediately following the Effective Time shall be converted into restricted stock units of Post (“Post RSUs”) and adjusted in a manner to reflect the intrinsic value of such award as of the Effective Time, as determined by the Board of Directors of Ralcorp in accordance with the procedures set forth on Schedule 13 hereto. Post RSUs shall otherwise be subject to substantially the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Ralcorp RSUs immediately prior to the Effective Time. (c) Equity-settled Ralcorp RSUs which are held by any Person immediately following the Effective Time shall become payable for the same number of share(s) of Post and share(s) of Ralcorp as a shareholder would receive in the Distribution with respect to each share of Ralcorp underlying the Ralcorp RSU immediately prior to the Effective Time, and shall otherwise be subject to substantially the same terms and conditions after the Effective Time as applicable to the Ralcorp RSU immediately prior to the Effective Time. (d) Ralcorp RSUs which are held by a Delayed Transfer Employee who is a Ralcorp Employee shall be adjusted under Section 13.05(a) or (c), as applicable, on the same basis as any other Ralcorp RSU. Ralcorp RSUs which are held by a Delayed Transfer Employee who is a Post Employee shall be converted under Section 13.05(b) or (c), as applicable, on the same basis as any other Ralcorp RSU held by other Post Employees. Any further assumption and/or adjustment of each Ralcorp RSU and each Post RSU that may occur as of the Transfer Date shall be determined by the Board of Directors of Ralcorp in accordance with the procedures set forth on Schedule 13 hereto.

Treatment of Outstanding Restricted Stock Units. (a) Cash-settled Ralcorp RSUs which are held by any Person (including a former Post Employee) other than a Post Employee, a former Post Employee, Employee or a director who will serve as a director of Post immediately following the Effective Time shall be adjusted in a manner to reflect the intrinsic value of such award as of the Effective Time, as determined by the Board of Directors of Ralcorp in accordance with the procedures set forth on Schedule 13 hereto. The other terms and conditions to which each Ralcorp RSU is subject shall be substantially similar both immediately prior to and following the Effective Time. (b) Cash-settled Ralcorp RSUs which are held by a Post Employee, Employee (not including a former Post Employee, ) or a director who will serve as a director of Post immediately following the Effective Time shall be converted into restricted stock units of Post (“Post RSUs”) and adjusted in a manner to reflect the intrinsic value of such award as of the Effective Time, as determined by the Board of Directors of Ralcorp in accordance with the procedures set forth on Schedule 13 hereto. Post RSUs shall otherwise be subject to substantially the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Ralcorp RSUs immediately prior to the Effective Time. (c) Equity-settled Ralcorp RSUs which are held by any Person immediately following the Effective Time shall become payable for the same number of share(s) of Post and share(s) of Ralcorp as a shareholder would receive in the Distribution with respect to each share of Ralcorp underlying the Ralcorp RSU immediately prior to the Effective Time, and shall otherwise be subject to substantially the same terms and conditions after the Effective Time as applicable to the Ralcorp RSU immediately prior to the Effective Time. (d) Ralcorp RSUs which are held by a Delayed Transfer Employee who is a Ralcorp Employee shall be adjusted under Section 13.05(a) or (c), as applicable, on the same basis as any other Ralcorp RSU. Ralcorp RSUs which are held by a Delayed Transfer Employee who is a Post Employee shall be converted under Section 13.05(b) or (c), as applicable, on the same basis as any other Ralcorp RSU held by other Post Employees. Any further assumption and/or adjustment of each Ralcorp RSU and each Post RSU that may occur as of the Transfer Date shall be determined by the Board of Directors of Ralcorp in accordance with the procedures set forth on Schedule 13 hereto.

Treatment of Outstanding Restricted Stock Units. (a) Cash-settled Ralcorp RSUs which are held by any Person other than a Post Employee, (including a former Post Employee, or Employee and a director who will serve as a director of Post immediately following the Effective Time Time) other than a Post Employee shall be adjusted in a manner to reflect the intrinsic value of such award as of the Effective Time, as determined by the Board of Directors of Ralcorp in accordance with the procedures set forth on Schedule 13 hereto. The other terms and conditions to which each Ralcorp RSU is subject shall be substantially similar both immediately prior to and following the Effective Time. (b) Cash-settled Ralcorp RSUs which are held by a Post Employee, Employee (not including a former Post Employee, Employee or a director who will serve as a director of Post immediately following the Effective Time Time) shall be converted into restricted stock units of Post (“Post RSUs”) and adjusted in a manner to reflect the intrinsic value of such award as of the Effective Time, as determined by the Board of Directors of Ralcorp in accordance with the procedures set forth on Schedule 13 hereto. Post RSUs shall otherwise be subject to substantially the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Ralcorp RSUs immediately prior to the Effective Time. (c) Equity-settled Ralcorp RSUs which are held by any Person immediately following the Effective Time shall become payable for the same number of share(s) of Post and share(s) of Ralcorp as a shareholder would receive in the Distribution with respect to each share of Ralcorp underlying the Ralcorp RSU immediately prior to the Effective Time, and shall otherwise be subject to substantially the same terms and conditions after the Effective Time as applicable to the Ralcorp RSU immediately prior to the Effective Time. (d) Ralcorp RSUs which are held by a Delayed Transfer Employee who is a Ralcorp Employee shall be adjusted under Section 13.05(a) or (c), as applicable, on the same basis as any other Ralcorp RSU. Ralcorp RSUs which are held by a Delayed Transfer Employee who is a Post Employee shall be converted under Section 13.05(b) or (c), as applicable, on the same basis as any other Ralcorp RSU held by other Post Employees. Any further assumption and/or adjustment of each Ralcorp RSU and each Post RSU that may occur as of the Transfer Date shall be determined by the Board of Directors of Ralcorp in accordance with the procedures set forth on Schedule 13 hereto.

Treatment of Outstanding Restricted Stock Units. (a) Cash-settled Ralcorp RSUs which are held by any Person other than a Post Employee, (including a former Post Employee, Employee or a director who will serve as a director of Post immediately following the Effective Time Time) other than a Post Employee shall be adjusted in a manner to reflect the intrinsic value of such award as of the Effective Time, as determined by the Board of Directors of Ralcorp in accordance with the procedures set forth on Schedule 13 hereto. The other terms and conditions to which each Ralcorp RSU is subject shall be substantially similar both immediately prior to and following the Effective Time. (b) Cash-settled Ralcorp RSUs which are held by a Post Employee, Employee (not including a former Post Employee, Employee or a director who will serve as a director of Post immediately following the Effective Time Time) shall be converted into restricted stock units of Post (“Post RSUs”) and adjusted in a manner to reflect the intrinsic value of such award as of the Effective Time, as determined by the Board of Directors of Ralcorp in accordance with the procedures set forth on Schedule 13 hereto. Post RSUs shall otherwise be subject to substantially the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Ralcorp RSUs immediately prior to the Effective Time. (c) Equity-settled Ralcorp RSUs which are held by any Person immediately following the Effective Time shall become payable for the same number of share(s) of Post and share(s) of Ralcorp as a shareholder would receive in the Distribution with respect to each share of Ralcorp underlying the Ralcorp RSU immediately prior to the Effective Time, and shall otherwise be subject to substantially the same terms and conditions after the Effective Time as applicable to the Ralcorp RSU immediately prior to the Effective Time. (d) Ralcorp RSUs which are held by a Delayed Transfer Employee who is a Ralcorp Employee shall be adjusted under Section 13.05(a) or (c), as applicable, on the same basis as any other Ralcorp RSU. Ralcorp RSUs which are held by a Delayed Transfer Employee who is a Post Employee shall be converted under Section 13.05(b) or (c), as applicable, on the same basis as any other Ralcorp RSU held by other Post Employees. Any further assumption and/or adjustment of each Ralcorp RSU and each Post RSU that may occur as of the Transfer Date shall be determined by the Board of Directors of Ralcorp in accordance with the procedures set forth on Schedule 13 hereto.