Contract
Exhibit
10.48
Ralcorp
Holdings, Inc. (the “Company”),
effective
September 29, 2005, 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 $42.00 (“Exercise Price”) per share pursuant to
the Ralcorp Holdings, Inc. 2002 Incentive Stock Plan (the “Plan”).
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-
Subject to the provisions of the Plan and the following terms,
SAR Holder
may exercise the SAR from time to time 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 the SAR with respect to a share of Common Stock, the
SAR
Holder shall receive an amount from the Company which is equal
to the
excess of the fair market value on the date of exercise of a share
of
Common Stock over the Exercise Price of one share of Common Stock.
Such
amount to be paid to the SAR Holder will be 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 up to the nearest
whole
number of shares.
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2.
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When
Exercisable
- This SAR becomes exercisable at the rate of 33 1/3% of the total
shares
on each of September 29, 2008, 2009 and 2010. This SAR remains
exercisable
through September 28, 2015, unless SAR Holder is no longer employed
by the
Company, in which case the SAR is exercisable only if permitted
by, and in
accordance with, the provisions of paragraph 3
below.
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3.
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Accelerated
Exercise
- Notwithstanding the above, this SAR shall become exercisable
before the
normal exercise dates set forth in paragraph 2 above upon the
occurrence of any of the events set forth below while SAR Holder
is
employed by the Company (hereinafter referred to as an “Accelerating
Event”). This SAR shall become exercisable in full on the date of such
Accelerating Event (except in the case of “a.” below), as set forth below,
and shall remain exercisable for the periods also set forth below
or until
September 28, 2015, whichever occurs first. Thereafter, the unexercised
portion of this SAR is forfeited and may not be exercised. An Accelerating
Event may be any of the following:
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a.
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Death
of SAR Holder; exercisable for three
years.
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b.
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Declaration
of SAR Holder’s total and permanent disability; exercisable for three
years.
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c.
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Voluntary
termination of SAR Holder’s employment at or after attainment of age 62;
exercisable for three years.
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d.
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Involuntary
termination of employment of SAR Holder, other than a Termination
for
Cause; exercisable for six months.
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Occurrence
of a Change in Control; exercisable for six months after the
SAR Holder’s
voluntary or involuntary termination of employment following
the Change in Control.
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4.
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Forfeiture
- This paragraph sets forth the circumstances under which this
SAR will be
forfeited. All shares not exercisable shall be forfeited upon the
occurrence of any of the following events (any of which is referred
to as
a “Forfeiture
Event”):
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a.
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SAR
Holder is Terminated for Cause;
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b.
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SAR
Holder voluntarily terminates prior to age 62;
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c.
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SAR
Holder engages in competition with the Company; or
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d.
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SAR
Holder engages in any of the following
actions:
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(i)
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intentional
misconduct in the performance of SAR Holder’s job with the Company or any
subsidiary;
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(ii)
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being
openly critical in the media of the Company or any subsidiary or
its
directors, officers, or employees or those of any
subsidiary;
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(iii)
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pleading
guilty or nolo contendere to any felony or any charge involving
moral
turpitude;
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(iv)
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misappropriating
or destroying Company or subsidiary property including, but not
limited
to, trade secrets or other proprietary property;
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(v)
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improperly
disclosing material nonpublic information regarding the Company
or any
subsidiary;
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(vi)
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after
ceasing employment with the Company, inducing or attempting to
induce any
employee of the Company or any Subsidiary to leave the employ of
the
Company or any subsidiary;
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(vii)
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after
ceasing employment with the Company, hiring any person who was
a manager
level employee of the Company or any subsidiary; or
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(viii)
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inducing
or attempting to induce any customer, supplier, lender, or other
business
relation of the Company or any subsidiary to cease doing business
with the
Company or any subsidiary.
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Upon
the occurrence of a Forfeiture Event, those portions of this
SAR not
exercisable at the time of a Forfeiture Event will be forfeited
and may
not be exercised. Notwithstanding any other provision of this
SAR, any
portion of this SAR exercisable (either in accordance with the
normal
exercise dates set forth in paragraph 2 or pursuant to an acceleration
of
exercisability under paragraph 3) at the occurrence of a
Forfeiture
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Event
shall remain exercisable for seven
days following the occurrence of a Forfeiture Event. Therefore,
any
exercisable portion of this SAR that is not exercised within
such
seven-day period will be forfeited and may not be exercised.
The Committee
or entire Board of Directors may waive any condition of forfeiture
described in this paragraph.
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5.
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Change
in Control
- In the case of a Change in Control (other than a transaction
in which
the Company is the continuing or surviving corporation and which
does not
result in the outstanding shares of Common Stock being converted
into or
exchanged for different securities, cash or other property, or
any
combination thereof), SAR Holder shall have the right (subject
to the
provisions of the Plan and any limitation applicable to the SAR
contained
herein) thereafter and during the term of the SAR, to receive
upon
exercise thereof the Acquisition Consideration (as defined below)
receivable upon the Change in Control by a holder of the number
of shares
of Common Stock which would have been obtained upon exercise
of the SAR or
portion thereof, as the case may be, immediately prior to the
Change in
Control.
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6.
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Definitions
- For purposes of this Agreement, the following terms have the
meanings as
set forth below:
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a.
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“Acquisition
Consideration”
- Shall mean the kind and amount of shares of the surviving or
new
corporation, cash, securities, evidence of indebtedness, other
property or
any combination thereof receivable in respect of one share of
the Common
Stock upon consummation of a Change in Control. In the case of
a Change in
Control resulting from the event set forth in paragraph 6(b)(i),
the value
of the Acquisition Consideration shall be equal to the highest
price paid
by such person for a share of the Company’s Common Stock during the
two-year period preceding the date on which such person became
the
beneficial owner of more than 50% of the Company’s Common Stock. If such
price is paid in the form of non-cash consideration, the value
of the
Acquisition Consideration shall be equal to the fair market value
of such
consideration at the time of the purchase of such
share.
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b.
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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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c.
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“Termination
for Cause”
- Shall mean the SAR Holder’s termination of employment with the Company
because of the willful engaging by the SAR Holder in gross misconduct;
provided, however, that a termination for cause shall not include
termination attributable to: (i) poor work performance, bad judgment
or
negligence on the part of the SAR Holder; (ii) an act or omission
believed
by the SAR Holder in good faith to have been in or not opposed
to the best
interests of the Company and
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reasonably
believed by the SAR Holder to be
lawful; or (iii) the good faith conduct of the SAR Holder in
connection
with a Change in Control (including opposition to or support
of such
Change in Control).
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7.
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This
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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8.
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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 SAR
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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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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____________________________
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Location
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____________________________
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S.S.#
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