FORM OF
Exhibit
99.1
FORM
OF
Ralcorp
Holdings, Inc. (the "Company"), effective September 29, 2005, grants this
Non-Qualified Stock Option to [ ] ("Optionee") to purchase a total of [ ] shares
of its $.01 par value Common Stock (the "Common Stock") at a price of $42.00
per
share pursuant to the Ralcorp Holdings, Inc. 2002 Incentive Stock Plan (the
"Plan"). Subject to the provisions of the Plan and the following terms, Optionee
may exercise this option as set forth below by tendering to the Company written
notice of exercise together with the purchase price in either cash, or in shares
of Common Stock of the Company at their fair market value as determined by
the
Company's Board of Directors (the "Board"), or in both cash and such
shares.
NOW
THEREFORE,
the
Company and Optionee agree, for and in consideration of the terms hereof, as
follows:
1.
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Exercise
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This Option shall become exercisable upon the occurrence of any of
the
events set forth below. This Option 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 Option is
forfeited and may not be exercised.
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a.
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Optionee’s
death (exercisable for three
years).
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b.
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Optionee’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 attainment of age 70
(exercisable for three years).
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c.
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Optionee’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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Optionee’s
voluntary termination, or termination due to expiration of Optionee’s term
without re-election to a subsequent term in connection with or following
a
Change-in-Control (exercisable for six
months).
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e.
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Optionee’s
voluntary termination, or termination due to expiration of Optionee’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
Option is subject to forfeiture if Optionee 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 Optionee
fails to exercise this Option 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 Option may be
exercised.
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3.
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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), Optionee shall have the right (subject to the
provisions of the Plan and any limitation applicable to the Option
contained herein) thereafter and during the term of the Option, 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
Option
or portion thereof, as the case may be, immediately prior to the
Change in
Control.
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4.
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Definitions
-
For purposes of this Agreement, the following terms have the meanings
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 4(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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5.
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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 Option shall be appropriately adjusted (or a substituted
Option 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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6.
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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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7.
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No
amendment or modification of this Option shall be valid unless the
same
shall be in writing and signed by the Company and Optionee. 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
Optionee’s rights under this Option
Agreement.
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ACKNOWLEDGED
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RALCORP HOLDINGS, INC. | ||||
AND
ACCEPTED:
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BY:
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/s/
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X.
X. Xxxxx, Xx.
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(Name)
Optionee
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X.
X. Xxxxx, Xx.
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Secretary
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Date
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