Shareholder Protection Rights Agreement by and between Post Holdings, Inc. and Computershare Trust Company, N.A., rights agent dated as of February 2, 2012Shareholder Protection Rights Agreement • February 2nd, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
This Shareholder Protection Rights Agreement, dated as of February 2, 2012 (the “Agreement”) is entered into between Post Holdings, Inc., a Missouri corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent,” which term shall include any successor Rights Agent hereunder).
NON-MANAGEMENT DIRECTOR STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • February 2nd, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
Post Holdings, Inc. (the “Company”), effective , 20 (“Grant Date”), grants to [NAME] (“SAR Holder”) this Stock Appreciation Right (the “SAR”) relating to shares of its Stock at an exercise price of $ (“Exercise Price”) per share pursuant to the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “Plan”). Subject to the provisions of the Plan and the following terms, SAR Holder may exercise this SAR as set forth below by tendering to the Company (or its designated agent), irrevocable written notice of exercise, which will state the number of Shares under the SAR to be exercised. Upon the exercise of all or a portion of the SAR, the SAR Holder shall receive from the Company an amount by which the Fair Market Value of the underlying Stock exceeds the Exercise Price of the exercised portion of the SAR. Such amount of appreciation on the underlying shares shall be paid to the SAR Holder in shares of Stock based on the Fair Market Value of such Shares on the date of exercise. All determin
STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • February 2nd, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
Post Holdings, Inc. (the “Company”), effective , 20 (“Grant Date”), grants to (the “SAR Holder”) Stock Appreciation Rights (“SARs”) relating to shares of its Stock at an exercise price of $ (“Exercise Price”) per share pursuant to the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “Plan”).
NON-MANAGEMENT DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 2nd, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
Post Holdings, Inc. (the “Company”), effective , 20 (“Grant Date”), grants to [NAME] (“Optionee”) this Non-Qualified Stock Option (the “Option”) to purchase a total of shares of its Stock at an exercise price of $ (“Exercise Price”) per share pursuant to the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “Plan”). Subject to the provisions of the Plan and the following terms, Optionee may exercise this Option from time to time as set forth below by tendering to the Company (or its designated agent), irrevocable written notice of exercise, which will state the number of Shares under the Option to be exercised, together with the Exercise Price in either cash or, if the Committee so permits, in Shares at the Fair Market Value. Notwithstanding the foregoing, if the Committee so permits, the Exercise Price may be payable through a net or cashless exercise as permitted by the Committee or through such other methods or forms as the Committee may approve in its discretion subject to suc
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 2nd, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
Post Holdings, Inc. (the “Company”) grants this Non-Qualified Stock Option to (“Optionee”), effective , 20 (“Grant Date”), to purchase a total of shares of its Stock at an exercise price of $ per share pursuant to the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “Plan”).
