Common use of Treatment of Outstanding Vested and Unvested Ralcorp Options Clause in Contracts

Treatment of Outstanding Vested and Unvested Ralcorp Options. (a) Each Ralcorp Option outstanding under the Ralcorp Stock Plans at the Effective Time which is held by any Person (including a former Post Employee and a director who will serve as a director of Post immediately following the Effective Time) other than a Post Employee shall remain an option to purchase Ralcorp common stock issued under the applicable Ralcorp Stock Plan (each such option, a “Remaining Ralcorp Option”). Except as provided in this Section 13.02(a), each Remaining Ralcorp Option shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Ralcorp Option immediately prior to the Effective Time. The exercise price and number of shares subject to each Remaining Ralcorp Option shall be adjusted to reflect the intrinsic value of such Ralcorp Option 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. (b) Each Ralcorp Option outstanding under the Ralcorp Stock Plans which is held by a Post 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 as of the Effective Time into an option to purchase shares of Post common stock (each such option, a “Post Option”) pursuant to the terms of the Post Incentive Compensation Plan subject to terms and conditions after the Effective Time that are substantially similar to the terms and conditions applicable to the corresponding Ralcorp Option immediately prior to the Effective Time, except as provided in this Section 13.02(b). The exercise price and number of shares subject to such Post Option shall be adjusted to reflect the intrinsic value of such Post Option 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. (c) Each Ralcorp Option held by a Delayed Transfer Employee who is a Ralcorp Employee shall be adjusted under Section 13.02(a) on the same basis as any other Ralcorp Option. Each Ralcorp Option held by a Delayed Transfer Employee who is a Post Employee shall be adjusted under Section 13.02(b). Any further assumption and/or adjustment of each Ralcorp Option and Post Option 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 Vested and Unvested Ralcorp Options. (a) Each Ralcorp Option outstanding under the Ralcorp Stock Plans at the Effective Time which is held by any Person (including a former Post Employee) other than a Post Employee and or a director who will serve as a director of Post immediately following the Effective Time) other than a Post Employee Time shall remain an option to purchase Ralcorp common stock issued under the applicable Ralcorp Stock Plan (each such option, a “Remaining Ralcorp Option”). Except as provided in this Section 13.02(a), each Remaining Ralcorp Option shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Ralcorp Option immediately prior to the Effective Time. The exercise price and number of shares subject to each Remaining Ralcorp Option shall be adjusted to reflect the intrinsic value of such Ralcorp Option 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. (b) Each Ralcorp Option outstanding under the Ralcorp Stock Plans which is held by a Post 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 as of the Effective Time into an option to purchase shares of Post common stock (each such option, a an “Post Option”) pursuant to the terms of the Post Incentive Compensation Plan subject to terms and conditions after the Effective Time that are substantially similar to the terms and conditions applicable to the corresponding Ralcorp Option immediately prior to the Effective Time, except as provided in this Section 13.02(b). The exercise price and number of shares subject to such Post Option shall be adjusted to reflect the intrinsic value of such Post Option 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. (c) Each Ralcorp Option held by a Delayed Transfer Employee who is a Ralcorp Employee shall be adjusted under Section 13.02(a) on the same basis as any other Ralcorp Option. Each Ralcorp Option held by a Delayed Transfer Employee who is a Post Employee shall be adjusted under Section 13.02(b). Any further assumption and/or adjustment of each Ralcorp Option and Post Option 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 Vested and Unvested Ralcorp Options. (a) Each Ralcorp Option outstanding under the Ralcorp Stock Plans at the Effective Time which is held by any Person (including other than a Post Employee, former Post Employee and or a director who will serve as a director of Post immediately following the Effective Time) other than a Post Employee Time shall remain an option to purchase Ralcorp common stock issued under the applicable Ralcorp Stock Plan (each such option, a “Remaining Ralcorp Option”). Except as provided in this Section 13.02(a), each Remaining Ralcorp Option shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Ralcorp Option immediately prior to the Effective Time. The exercise price and number of shares subject to each Remaining Ralcorp Option shall be adjusted to reflect the intrinsic value of such Ralcorp Option 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. (b) Each Ralcorp Option outstanding under the Ralcorp Stock Plans which is held by a Post Employee (not including Employee, a former Post Employee or a director who will serve as a director of Post immediately following the Effective Time) Time shall be converted as of the Effective Time into an option to purchase shares of Post common stock (each such option, a an “Post Option”) pursuant to the terms of the Post Incentive Compensation Plan subject to terms and conditions after the Effective Time that are substantially similar to the terms and conditions applicable to the corresponding Ralcorp Option immediately prior to the Effective Time, except as provided in this Section 13.02(b). The exercise price and number of shares subject to such Post Option shall be adjusted to reflect the intrinsic value of such Post Option 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. (c) Each Ralcorp Option held by a Delayed Transfer Employee who is a Ralcorp Employee shall be adjusted under Section 13.02(a) on the same basis as any other Ralcorp Option. Each Ralcorp Option held by a Delayed Transfer Employee who is a Post Employee shall be adjusted under Section 13.02(b). Any further assumption and/or adjustment of each Ralcorp Option and Post Option 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.