Exhibit 10.1
2002 RESTRICTED STOCK AWARD AGREEMENT
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GRANTED JANUARY 2, 2002
Ralcorp Holdings, Inc. (the "Company"), pursuant to its Incentive Stock Plan
(the "Plan"), grants to Xxxxxxx X. Xxxxxxx (the "Recipient") a Restricted Stock
Award of 2,155 shares of its $.01 par value Common Stock. The Award is subject
to the provisions of the Plan and to the following terms and conditions:
1. Delivery
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A share certificate for this Award (the "Certificate"), with a legend
restricting transfer as set forth below, will be issued by the Company upon
acceptance by the Recipient of the Award and will be retained by it. Upon lapse
of the restrictions as described below, a new non-legended certificate
representing shares then released from restrictions will be issued and delivered
to Recipient.
2. Lapse of Restrictions
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All shares will be immediately released from restrictions in the event of:
a. Recipient's death; or,
b. Recipient'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) or termination due to expiration of
Recipient's term without re-election to a subsequent term.
3. Forfeiture
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All rights in and to any and all shares granted pursuant to this Award that have
not been released from restrictions as described in Paragraph 2 above shall be
forfeited if Recipient 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.
4. Shareholder Rights
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Prior to the release of restrictions as set forth above, Recipient shall be
entitled to all shareholder rights except the right to sell, pledge, transfer or
otherwise dispose of the shares, and except that any and all dividends declared
and paid with respect to restricted shares will be held by the Company in a tax
deferred account until release of restrictions. Interest will be credited to the
account quarterly on the full amount in the account until the account is
distributed. Interest shall be calculated at a rate equal to the average of the
daily close of business prime rates for the quarter, as such prime rates are
established by Xxxxxx Guaranty Trust Company of New York, or such other bank as
may be designated by the Nominating and Compensation Committee of the Board of
Directors of the Company (the "Committee"). On the date on which restrictions
are released, or as soon as practicable thereafter, all dividends and interest,
if any, accrued to that date with respect to the shares on which the
restrictions are released will be payable to Recipient. In the event that the
restrictions are not released and the award is forfeited pursuant to Paragraph 3
above, Recipient shall not be entitled to receive any dividends and interest
which may have accrued with respect to the shares so forfeited, unless approved
by the Committee.
5. Other
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The Company reserves the right, as determined by the Committee, to convert
this Award to a substantially equivalent award and to make any other
modification it may consider necessary or advisable to comply with any law or
regulation. In addition, this Agreement shall be governed by the laws of the
State of Missouri.
6. Effective Date
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This Award shall be deemed to be effective January 2, 2002.
RALCORP HOLDINGS, INC.
ACKNOWLEDGED AND
ACCEPTED:
BY: /s/ X. X. Xxxxxxxx
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X. X. Xxxxxxxx
Secretary
/s/ X. X. Xxxxxxx
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Recipient
1 - 25 - 02
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Date
St. Louis, Missouri
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Location
xxx-xx-xxxx
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S.S.#
