FORM OF STOCK APPRECIATION RIGHTS AGREEMENT
Exhibit 10.2
FORM OF
2008 NON-MANAGEMENT
DIRECTOR
Ralcorp Holdings, Inc. (the "Company"),
effective September 25, 2008, grants to [ ] ("SAR Holder") this Stock
Appreciation Right (the “SAR”) relating to [ ] shares of its
$.01 par value Common Stock (the "Common Stock") at a price of $66.07 (“Exercise
Price”) per share pursuant to the Ralcorp Holdings, Inc. 2007 Incentive Stock
Plan (the "Plan"). Subject to the provisions of the Plan and the
following terms, SAR Holder may exercise this SAR as set forth below by
tendering to the Company (or its designated agent), irrevocable written notice
of exercise, which will state the number of shares under the SAR to be
exercised. Upon the exercise of all or a portion of the SAR, the SAR
Holder shall receive from the Company an amount by which the fair market value
of the underlying Common Stock exceeds the exercise price of the exercised
portion of the SAR. Such amount of appreciation on the underlying
shares shall be paid to the SAR Holder in shares of Common Stock of the Company
based on the fair market value of such shares on the date of
exercise. All determinations of fair market value shall be made by
the Corporate Governance and Compensation Committee of the Company’s Board of
Directors in accordance with the Plan. In lieu of fractional shares,
the amount to be paid upon exercise shall be rounded down to the nearest whole
number of shares.
NOW THEREFORE, the Company and
SAR Holder agree, for and in consideration of the terms hereof, as
follows:
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1.
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Exercise - This
SAR shall become exercisable upon the occurrence of any of the events set
forth below. This SAR shall become exercisable in full on the
date of such event and shall remain exercisable for the periods set forth
below. Thereafter, the unexercised portion of this SAR is
forfeited and may not be exercised.
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a.
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XXX
Xxxxxx’s death (exercisable for three
years).
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b.
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SAR
Holder’s voluntary termination or retirement (whether pursuant to any
mandatory retirement provision of the Company’s Articles of Incorporation,
Bylaws or Board resolution, or otherwise) at or after age 72 or age 75 for
non-employee directors age 72 or over (exercisable for three
years).
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c.
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XXX
Xxxxxx’s voluntary termination due to mental or physical impairment
resulting in his inability to serve as a Director (exercisable for three
years).
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d.
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Occurrence
of a Change in Control while serving as a Director (exercisable upon an
occurrence of a Change in Control and for six
months).
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e.
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SAR
Holder’s voluntary termination, or termination due to expiration of XXX
Xxxxxx’s term without re-election to a subsequent term, other than under
circumstances set forth in paragraphs 1.b., 1.c., or 1.d. (exercisable for
90 days).
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2.
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Forfeiture -
Notwithstanding anything to the contrary contained in the Plan, this SAR
is subject to forfeiture if SAR Holder is removed from his position as a
Director for cause in accordance with the Company’s Articles and Bylaws
and the corporation laws of the State of Missouri or if SAR Holder fails
to exercise this SAR within the appropriate period set forth in paragraph
1, but shall not be subject to forfeiture for any other
reason. Following forfeiture, no portion of this SAR may be
exercised.
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3.
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Definitions -
For purposes of this Agreement, the following term shall have the meaning
set forth below:
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"Change in
Control" - Shall mean when (i) a person, as defined under the
securities laws of the United States, acquires all or substantially all of
the assets of the Company or acquires beneficial ownership of more than
50% of the outstanding voting securities of the Company; or (ii) the
directors of the Company, immediately before a business combination
between the Company and another entity, or a proxy contest for the
election of directors, shall as a result of such business combination or
proxy contest, cease to constitute a majority of the Board of Directors of
the Company or any successor to the
Company.
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4.
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Adjustments -
In the event of any stock split, reverse stock split, stock dividend,
recapitalization, combination of shares, reclassification of shares,
spin-off or other similar change in capitalization or event, or any
distribution to holders of Common Stock other than an ordinary cash
dividend, the number and class of securities and exercise price per share
subject to this SAR shall be appropriately adjusted (or a substituted SAR
may be made, if applicable), by the Company to the extent the Board shall
determine, in good faith, that such an adjustment (or substitution) is
appropriate.
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5.
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This
Stock Appreciation Rights Agreement shall be governed by the laws of the
State of Missouri without reference to the conflict of laws provisions
thereof.
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6.
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No
amendment or modification of this SAR shall be valid unless the same shall
be in writing and signed by the Company and SAR Holder. The
foregoing, however, shall not prevent the Company from amending or
modifying the Plan except that no such amendment or modification shall
adversely affect the SAR Holder’s rights under this Stock Appreciation
Rights Agreement.
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ACKNOWLEDGED
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RALCORP
HOLDINGS, INC.
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AND
ACCEPTED:
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____________________________
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BY:
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/s/ X. X. Xxxxx, Xx.
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SAR
Holder
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X.
X. Xxxxx, Xx.
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Secretary
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____________________________
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Date
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