AMERICAN ITALIAN PASTA COMPANY
2000 EQUITY INCENTIVE PLAN
STOCK APPRECIATION RIGHT AWARD AGREEMENT
This Stock Appreciation Right Award Agreement (the "Award Agreement"), made
this ___ day of ________, 200___ evidences the grant, by American Italian Pasta
Company, (the "Company"), of a Stock Appreciation Right to (the "Grantee") on
the date hereof (the "Date of Grant"). By accepting the Award and executing this
Award Agreement, the Grantee agrees to be bound by the provisions hereof and of
the American Italian Pasta Company 2000 Equity Incentive Plan (the "Plan").
Capitalized terms not defined herein shall have the same meaning as used in the
Plan.
1. Grant of SAR. Subject to the terms and conditions set forth in this
Award Agreement and in the Plan, the Company hereby grants to the Holder a SAR
that relates to the stock appreciation, if any, for [_____________] Shares. The
stock appreciation for the SAR is the amount by which the Fair Market Value of
the underlying Shares on the date of exercise of this SAR exceeds the exercise
price of the SAR. The exercise price of the SAR under this Agreement equals
[$__________] per Share. Upon exercise of all or any portion of this SAR, the
Holder shall receive the stock appreciation with respect to the portion of the
SAR exercised, payable to the Holder in Shares, based on the Fair Market Value
of the Shares on the date of exercise.
2. Exercise Period.
(a) Subject to Paragraph 12, below, this SAR may be exercised, from time to
time, with respect to the following number of Shares:
(i) prior to the first anniversary of the Date of Grant, none of such
Shares;
(ii) from and after the first anniversary of the Date of Grant, ___%
of such Shares;
(iii) from and after the second anniversary of the Date of Grant, ___%
of such Shares (less any Shares as to which this SAR shall have
been exercised prior to such second anniversary);
(iv) from and after the third anniversary of the date of Grant, ___%
of such Shares (less any Shares as to which this SAR shall have
been exercised prior to such third anniversary); and
(v) from and after the fourth anniversary of the Date of Grant, ___%
of such Shares (less any Shares as to which this SAR shall have
been exercised prior to such fourth anniversary).
[Such additional years as necessary.]
(b) Notwithstanding the above, the Grantee's right to exercise the SAR
shall terminate on the earliest to occur of the following dates:
(i) the seventh anniversary of the Date of Grant;
(ii) the [first anniversary] of the date of the Grantee's Termination
of Service on account of Retirement, Disability or death;
(iii) the date [three months] following the date of the Grantee's
Termination of Service for any reason other than Retirement,
Disability, death or for Cause (the "Termination Date");
provided, however, the Committee may, in its sole discretion,
allow the Grantee to exercise this SAR at a later date following
the Termination Date; and
(iv) immediately upon a Termination of Service for Cause.
Provided further that, during any period in which exercise is allowed following
the date of the Grantee's Termination of Service for any reason, that portion of
the SAR that was not exercisable on the date of the Grantee's Termination of
Service shall not become exercisable.
3. Restriction on Exercise. Notwithstanding the provisions of Paragraph 2,
above, or any other provision of this Award Agreement, the Committee, in its
sole discretion, may, only with respect to any unvested portion of this SAR,
reduce the number of Shares subject to the SAR or may cancel the SAR in its
entirety if the Grantee (a) takes other employment or renders services to others
without the written consent of the Company; or (b) conducts himself or herself
in a manner that the Committee, in its sole discretion, deems has adversely
affected or may adversely affect the Company. The Grantee will not be entitled
to any remuneration or compensation whatsoever for the loss of all or a portion
of the Grantee's SAR if the number of Shares subject to the Grantee's SAR is
reduced, or if the Grantee's SAR is canceled in its entirety, pursuant to this
paragraph.
4. Notice of Exercise; Issue of Shares.
(a) Subject to the provisions of Paragraph 2, above and Paragraph 12
below, the Holder may exercise part or all of the exercisable SAR by
giving written notice to the Secretary of the Company specifying the
number of Shares as to which this SAR is to be exercised.
(b) As soon as practicable after receipt of an effective written notice of
exercise as provided in this Paragraph 4, and subject to the last
sentence of Paragraph 1, above, the Secretary of the Company shall
cause ownership of the appropriate number of Shares to be transferred
to the person or persons exercising this SAR by having a certificate
or certificates for those Shares registered in the name of such person
or persons and shall have each certificate delivered to the
appropriate person. Notwithstanding the foregoing, if the Company or a
Subsidiary requires reimbursement of any tax required by law to be
withheld with respect to Shares received upon exercise of this SAR,
the Secretary shall not transfer ownership of those Shares until the
required payment is made.
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5. Transferability of SARs. The Grantee may transfer this SAR to (i) the
spouse, children, or grandchildren of the Grantee ("Immediate Family Members"),
(ii) a trust or trusts for the exclusive benefits of such Immediate Family
Members, or (iii) a partnership in which such Immediate Family Members are the
only partners, provided that (a) there may be no consideration for any such
transfer and (b) subsequent transfers of this SAR shall be prohibited, except by
will or the laws of descent and distribution. Following transfer, this SAR shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for the purposes of the Award
Agreement, the term "Grantee" shall be deemed to refer to the transferee. The
event of a Termination of Service shall continue to be applied with respect to
the original Grantee, following which this SAR shall be exercisable by the
transferee only to the extent, and for the periods, specified in Paragraph 2.
Neither the Committee nor the Company shall have any obligation to provide
notice to a transferee of termination of this SAR under the terms of this Award
Agreement.
6. Transferees of Stockholders. The Company shall not be required to
transfer any Shares on its books which shall have been sold, assigned or
otherwise transferred in violation of this Award Agreement, or to treat as owner
of such shares of stock, or to accord the right to vote as such owner or to pay
dividends to, any person or organization to which any such Shares shall have
been sold, assigned or otherwise transferred, from and after any sale,
assignment or transfer of any Share made in violation of this Award Agreement.
Any transfer in violation of the terms of this Award Agreement shall be deemed
null and void.
7. Authorized Leave. For purposes hereof, an authorized leave of absence
(authorized by the Company or a Subsidiary to the Grantee in writing) shall not
be deemed a Termination of Service hereunder.
8. Taxes. The Grantee will be solely responsible for any Federal, state or
local income taxes imposed in connection with the exercise of the SAR or the
delivery of Shares incident thereto, and the Grantee authorizes the Company or
any Subsidiary to make any withholding for taxes which the Company deems
necessary or proper in connection therewith, from any amounts due to the Grantee
by the Company. The Grantee may satisfy such withholding obligations, in whole
or in part, by (a) electing to have the Company withhold otherwise deliverable
Shares or (b) delivering to the Company Shares then owned by Grantee having a
Fair Market Value equal to the amount required to be withheld. If any tax
withholding obligation of the Company with respect to the SAR is satisfied by
having Shares withheld, the value of such Shares will be limited to an amount
that does not exceed the minimum statutory withholding required by federal
(including FICA), state and local tax authorities, including the Grantee's share
of payroll taxes that are applicable to such supplemental taxable income.
9. Changes in Circumstances. It is expressly understood and agreed that the
Grantee assumes all risks incident to any change hereafter in the applicable
laws or regulations or incident to any change in the market value of the Shares
after the date hereof.
10. No Conflict. In the event of a conflict between this Award Agreement
and the Plan, the provisions of the Plan shall govern.
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11. Governing Law. This Award shall be governed under the laws of the State
of Delaware.
12. Investment Representation; Compliance with Law.
(a) The Grantee agrees that the Shares that will be acquired on exercise
of this SAR shall be acquired for his own account for investment only
and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), or other
applicable securities laws. If the Board of Directors or Committee so
determines, any stock certificates issued upon exercise of this SAR
shall bear a legend to the effect that the shares have been so
acquired and may only be transferred upon registration or under an
applicable exemption. The Company may, but in no event shall be
required to, bear any expenses of complying with the Securities Act,
other applicable securities laws or the rules and regulations of any
national securities exchange or other regulatory authority in
connection with the registration, qualification, or transfer, as the
case may be, of this SAR or any Shares acquired upon the exercise
hereof. The foregoing restrictions on the transfer of the Shares shall
be inoperative if (1) the Company previously shall have been furnished
with an opinion of counsel, satisfactory to it, to the effect that
such transfer will not involve any violation of the Securities Act or
other applicable laws or (2) the Shares shall have been duly
registered in compliance with the Securities Act and other applicable
securities laws. If the Shares received upon exercise of this SAR are
registered under the Securities Act, the Grantee agrees that he will
not make a public offering of the said Shares except on a national
securities exchange on which the Shares of the Company are then
listed.
(b) Notwithstanding any provision of the Plan or this Award Agreement,
Grantee shall not be entitled to exercise this SAR, and the Company
shall not be obligated to deliver any Shares with respect to any
exercise of this SAR, if such exercise or delivery would constitute a
violation by the Grantee or the Company of the provisions of the Plan
or of any applicable law or regulation, including but not limited to a
violation of any applicable securities laws. In the event Grantee is
not allowed to exercise this SAR pursuant to this provision, the
Company shall notify the Grantee at such later time that the SAR may
be exercised in accordance with the provisions of the Plan and all
applicable laws or regulations.
13. Change in Control.
(a) A Change in Control (as defined in Section 12 of the Plan) shall not
accelerate the exercisability of this SAR and Section 12.2 of the Plan
shall not apply to this SAR or this Award Agreement.
(b) If "any person," as such term is used in Sections 13(d) and 14(d) of
the 1934 Act (other than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or
any corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions
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as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13(d)(3) under the Exchange
Act), directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the Company's then
outstanding securities or more than fifty percent (50%) of the
combined voting power of the Company's then outstanding securities,
and if within 12 months thereafter (1) Continuing Directors cease to
constitute a majority of the Board of Directors, and (2) there is a
Termination of Service, then 50% of any unvested portion of this SAR
shall become exercisable on such termination date and any remaining
unvested portion of this SAR shall no longer be exercisable as of such
termination date; unless the Committee, in its sole discretion,
determines to accelerate the vesting of all or part of the remaining
50% unvested portion of this Award.
(c) If a Section 12.2 Event occurs, and the successor corporation does not
either (1) assume this SAR or (2) substitute an equivalent award by
the successor corporation or a Parent or Subsidiary of the successor
corporation, then 50% of any unvested portion of this SAR shall become
exercisable and any remaining unvested portion of this SAR shall no
longer be exercisable. The Committee shall notify the Grantee that
this SAR, to the extent exercisable, shall be exercisable for a period
of twenty-five (25) days, but only for equivalent consideration as
received by the stockholders of the Company generally in the Section
12.2 Event. If not exercised, this SAR shall terminate.
AMERICAN ITALIAN PASTA COMPANY
By:
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Name:
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Title:
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ACKNOWLEDGMENT
The undersigned Grantee acknowledges that he or she understands and agrees to be
bound by each of the terms and conditions of this Award Agreement.
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Printed Name Signature
Date:
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