form8kexh102_110509.htm


    EXHIBIT
10.2


      AMERICAN
ITALIAN PASTA COMPANY

      RESTRICTED
STOCK AWARD AGREEMENT

       FOR SENIOR VICE
PRESIDENTS AND ABOVE

       

      This
Restricted Stock Award Agreement (the “Agreement”) is made this ____ day of
_________, 200_ to ___________________ (the “Grantee”) and evidences the grant
by American Italian Pasta Company, a Delaware corporation (the “Company”) of a
Restricted Stock Award (the “Award”) to the Grantee on the date hereof (the
“Date of Grant”).  By accepting the Award, the Grantee agrees to be
bound in accordance with the provisions of the American Italian Pasta Company
2000 Equity Incentive Plan, as amended (the “Plan”).  Capitalized
terms not defined herein shall have the meaning as used in the
Plan.

       

      1.           Shares
Awarded and Restrictions on Shares.  The Grantee is hereby
awarded the following number of shares (the “Restricted Shares”) of the
Company’s Class A Convertible Common Stock, $.001 par value, subject to
forfeiture and to the restriction on the rights of sale and transfer set forth
in this document and further subject to the terms and conditions of the Plan,
the provisions of which are hereby incorporated in this document by
reference:

       

      Number of
restricted shares: ________________

       

      2.           Sale or
Transfer Restrictions.  Except as set forth in paragraph 6
below, all Restricted Shares shall be held by the Grantee without the rights of
sale or transfer, and are subject to forfeiture as provided in paragraph 3,
below, until the dates shown on the schedule below, when such restrictions shall
lapse:

       

      
        	
                 

                Restrictions
      Lapse as to Restricted Shares

              	 
      	
                 

                As
      of this date

              
	 
      	 
      	 
      
	 
      	 
      	 
      


      

      


       

      3.           Employment
Requirement.  Except as provided in Paragraph 6, below, in
the event of Grantee’s Termination of Service prior to any date specified in
Paragraph 2, above, the Restricted Shares for which restrictions shall not
have lapsed will be forfeited by the Grantee and become the property of the
Company.

       

      4.           Issuance
of Restricted Shares.  Restricted Shares will be issued in a
nominee account with the Grantee being named the beneficial owner, except that
the nominee shall be instructed to follow the sale and transfer requirements set
forth in the Plan and this Award. When the prohibited sale and transfer
restrictions lapse under Paragraph 2, above, with respect to all or a
portion of the Restricted Shares, provided the Restricted Shares have not been
forfeited under Paragraph 3, above, the Company shall prepare and deliver
to the Grantee a stock certificate for the Restricted Shares.

       


      
        
          
            
              	
                       

                    	 
      	 
      


            

            


          

           


        

        
          
          

          
            

          

        

        
           


        

      


      5.           Voting
and Other Rights of Restricted Shares.  Upon the issuance of
the Restricted Shares, the Grantee shall have all of the rights of a stockholder
of the Company, including the right to receive dividends and to vote the
Restricted Shares until such shares may have been forfeited to the Company as
provided in Paragraph 3, above.  Notwithstanding the foregoing, in the
event of any stock dividend, stock split, division of shares or other corporate
structure change which results in the issuance of additional shares with respect
to Restricted Shares, such shares shall be held by the Company and shall become
Restricted Shares and subject to all restrictions and terms and conditions
applicable to the Restricted Shares with respect to which they were
issued.

       

      6.           Acceleration
of Release of Restrictions.  The forfeiture and prohibited sale
and transfer restrictions on the Restricted Shares under Paragraphs 2 and 3,
above, shall immediately lapse on the earliest of the following:

       

      (a)           The
Grantee’s date of death;

       

      (b)           The
Disability of the Grantee; or

       

      (c)           The
eligibility for normal or early retirement of the Grantee under the terms of the
retirement plan maintained by the Company or any Subsidiary in which the Grantee
participates, or if no such plan is maintained, the Grantee’s reaching age
65.

       

      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.  Upon
recognition of income by the Grantee with respect to the Award hereunder, the
Company shall withhold taxes pursuant to Section 11 of the
Plan.  The Grantee will be solely responsible for any federal, state
or local income or earnings taxes imposed in connection with the granting or
vesting of the Restricted Shares or the delivery of such shares pursuant
thereto, and the Grantee authorizes the Company or any Subsidiary to make any
withholding for taxes which the Company or any Subsidiary deems necessary or
proper in connection therewith, including but not limited to the withholding of
Restricted Shares pursuant to Section 11.2 of the Plan.  The Company
may allow the Grantee to choose the method for payment of withholding for taxes,
either in cash or in Shares in accordance with Section 11.2 of the Plan, or make
such choice in its sole discretion.  If any tax withholding obligation
of the Company with respect to the Restricted Shares 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
Restricted Shares after the date hereof.

       

      10.           No
Conflict.  In the event of a conflict between this Award 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.           Effect of
a Change in Control.  A Change in Control (as defined in the
Plan) shall not accelerate the vesting of the Restricted Shares under paragraph
2.  The terms of the Company’s Amended and Restated Severance Plan for
Senior Vice Presidents and Above (the “Severance Plan”) shall control in the
event of a change in control as defined in the Severance Plan.

       

      13.         
 Investment
Representation. The Grantee agrees that the Restricted Shares are being
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 with respect to the Restricted Shares
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 the Restricted Shares. The foregoing restrictions on the
transfer of the Restricted Shares shall be inoperative if (a) 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 (b) the Restricted Shares shall have
been duly registered in compliance with the Securities Act and other applicable
securities laws. If the Restricted Shares 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.

       

      14.           Early
Termination.  Notwithstanding the foregoing provisions of
paragraph 2 or any other provision of this Agreement, the Committee, in its sole
discretion, may, only with respect to any unvested portion of Restricted Shares,
reduce the number of Restricted Shares or forfeit all remaining unvested
Restricted Shares in their 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 Restricted
Shares if the number of Restricted Shares is reduced, or if the Restricted
Shares are forfeited entirely, pursuant to this paragraph.

       

       

      
         

      

       

      
        
          	 	AMERICAN ITALIAN PASTA
      COMPANY	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Name 	 
	 	 	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.

       

      
 

      _________________________________

      Grantee

       


      
        
          
            
              	
                       

                    	
                       

                    	 
      


            

            


          

           


        

        
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