NON-MANAGEMENT DIRECTOR STOCK APPRECIATION RIGHTS AGREEMENTNon-Management Director • 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
