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EXHIBIT 10.1
1997 NON-QUALIFIED STOCK OPTION AGREEMENT
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Ralcorp Holdings, Inc. (the "Company"), effective May 20,
1997, 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 $12.00 per
share pursuant to the Ralcorp Holdings, Inc. Incentive Stock Plan
(the "Plan"). Subject to the provisions of the Plan and the
following terms, Optionee may exercise this option from time to
time 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 Nominating and Compensation Committee of the
Company's Board of Directors (the "Committee"), 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. Normal Exercise - This Option becomes exercisable at the rate
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of 40% of the total shares on May 20, 2002, and the remaining
60% of the total shares on May 20, 2006. This Option remains
exercisable through May 19, 2007, unless Optionee is no longer
employed by the Company, in which case the Option is
exercisable only if permitted by, and in accordance with, the
provisions of paragraph 2 below.
2. Accelerated Exercise - Notwithstanding the above, this Option
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shall become exercisable before the normal exercise dates set
forth in paragraph 1 above upon the occurrence of any of the
events set forth below while Optionee is employed by the
Company. This Option shall become exercisable in full on the
date of such event and shall remain exercisable for the
periods set forth below or until May 19, 2007, whichever
occurs first. Thereafter, the unexercised portion of this
Option is forfeited and may not be exercised.
a. Death of Optionee (exercisable for three
years).
b. Declaration of Optionee's total and permanent
disability (exercisable for three years).
c. Voluntary termination of Optionee's employment
at or after attainment of age 62 (exercisable
for three years).
d. Involuntary termination of employment of
Optionee, other than a Termination for Cause
(exercisable for six months).
e. Occurrence of a Change in Control (exercisable
for six months after the Optionee's voluntary
or involuntary termination of employment
following the Change in Control).
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3. Forfeiture - This Option is subject to forfeiture in
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accordance with Section IV of the Plan except that there shall
be no forfeiture in the event of Optionee's voluntary
termination at or after attainment of age 62 whether or not
such termination constitutes a "retirement". Only the portion
of this Option which is not exercisable at the time of the
declaration of a forfeiture can be forfeited. Any portion of
this Option exercisable (either in accordance with the normal
exercise dates set forth in paragraph 1 or pursuant to an
acceleration of exercisability under paragraph 2) at the time
of a declaration of forfeiture shall remain exercisable for
seven days following such declaration of forfeiture.
Thereafter, such portion of this Option is forfeited and may
not be exercised.
4. Change in Control - In the case of a Change in Control (other
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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.
5. Definitions - For purposes of this Agreement, the following
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terms have the meanings as set forth below:
a. "Acquisition Consideration" - Shall mean the kind and
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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 5(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.
b. "Change in Control" - Shall mean when (i) a person, as
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defined under the securities laws of the United States,
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. "Termination for Cause" - Shall mean the Optionee's
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termination of employment with the Company because of the
willful engaging by the Optionee 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
Optionee, (ii) an act or omission believed by the Optionee
in good faith to have been in or not opposed to the best
interests of the Company and reasonably believed by the
Optionee to be lawful, or (iii) the good faith conduct of
the Optionee in connection with a Change in Control
(including opposition to or support of such Change in
Control).
6. This Agreement shall be governed by the laws of the State of
Missouri without reference to the conflict of laws provisions
thereof.
7. 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.
ACKNOWLEDGED RALCORP HOLDINGS, INC.
AND ACCEPTED:
---------------------------- BY: ------------------------
Optionee X. X. Xxxxxxxx
Secretary
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Date
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Location
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S.S.#
