Exhibit 10.41
FORM OF 2002 NON-QUALIFIED STOCK OPTION AGREEMENT
Ralcorp Holdings, Inc. (the "Company"), effective January 31, 2002, 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 $25.09 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 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 of 25% of
the total shares on January 31, 2005, 2006, 2007 and 2008. This Option
remains exercisable through January 30, 2012, 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 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 January 30, 2012, 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).
3. Forfeiture - This paragraph sets forth the circumstances under which this
Option 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"):
a. Optionee is Terminated for Cause;
b. Optionee voluntarily terminates prior to age 62;
c. Optionee engages in competition with the Company; or
d. Optionee engages in any of the following actions:
(i) intentional misconduct in the performance of Optionee's job
with the Company or any subsidiary;
(ii) being openly critical in the media of the Company or any
subsidiary or its directors, officers, or employees or those
of any subsidiary;
(iii) pleading guilty or nolo contendere to any felony or any charge
involving moral turpitude;
(iv) misappropriating or destroying Company or subsidiary property
including, but not limited to, trade secrets or other
proprietary property;
(v) improperly disclosing material nonpublic information regarding
the Company or any subsidiary;
(vi) 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;
(vii) after ceasing employment with the Company, hiring any person
who was a manager level employee of the Company or any
subsidiary; or
(viii) 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.
Upon the occurrence of a Forfeiture Event, those portions of this Option
not exercisable at the time of a Forfeiture Event will be forfeited and
may not be exercised. Notwithstanding any other provision of this Option,
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 occurrence of a
Forfeiture Event shall remain exercisable for seven days following the
occurrence of a Forfeiture Event. Therefore, any exercisable portion of
this Option 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.
4. 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.
5. Definitions - For purposes of this Agreement, the following terms have the
meanings as set forth below:
a. "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 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 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.
c. "Termination for Cause" - Shall mean the Optionee's 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
___________________________________
Date
___________________________________
Location
___________________________________
S.S.#
