form8kexh101_110509.htm


    EXHIBIT
10.1

    
 

    AMERICAN ITALIAN PASTA
COMPANY, INC.

    AMENDED AND RESTATED
SEVERANCE PLAN

    FOR SENIOR VICE PRESIDENTS
AND ABOVE

    Effective October 30,
2009

     

    


     

    
      	
              I.

            	
              TERMINATION OTHER THAN
      IN THE CONTEXT OF A CHANGE IN
CONTROL

            


    

     

    Except as
provided in Section II, below, if the employment of a Senior Vice President or
above (“Executive”) is terminated by American Italian Pasta Company, Inc., its
subsidiaries, affiliates, successors or assigns (“the Company”) other than for
Cause, or if the Executive terminates employment for Good Reason, and in either
case, if the Executive executes, within 30 days following the termination (or,
in the case of a termination for Good Reason, within 30 days after expiration of
the Company’s right to cure by reversing the act that resulted in Good Reason,
as described in the definition of “Good Reason” in Section III below), a
Separation Agreement in the form required by the Company (which shall be in a
form substantially identical to that attached hereto as Appendix A) that
includes, among other things, a full and general release of claims in favor of
the Company, a confidentiality agreement, a non-solicitation and non-competition
agreement, a non-disparagement agreement and a cooperation agreement (the
“Separation Agreement”), then the Executive will receive the
following:

     

    
      	
               
      

            	
              1.

            	
              Severance
      Pay.  A continuation of his or her base salary at the
      rate in effect on the date of termination (“Base Salary”), paid in equal
      bi-weekly installments, for the number of weeks applicable to him or her
      as set forth in Exhibit A,
      except that any amount not paid by the Short-Term Deferral Deadline shall
      be paid on or before the Short-Term Deferral Deadline.  The
      applicable number of weeks under Exhibit A is the “Severance
      Period.”

            


    

     

    
      	
               
      

            	
              2.

            	
              Welfare
      Benefits.

            


    

     

    
      	
               
      

            	
              a.

            	
              Eligibility
      during the Severance Period for participation in the Company’s medical,
      dental, and vision group health plans that are provided to active
      employees from time to time following the termination date.  For
      the portion of the Severance Period that does not exceed one week for
      every year of Executive’s service with the Company (the “Health Plan
      Subsidy Period”), Executive must pay the same amount that is paid by
      active Executives from time to time for the same type and level of
      coverage,

            


    

     

    
    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    subject
to certain other limits as set forth herein1.  The Health Plan Subsidy Period may
not exceed 26 weeks.  The Company will increase or decrease the
Executive’s portion of the Plan cost during the Severance Period at the same
times and on the same terms that such changes apply to then current employees,
and the Company need not continue to provide a benefit to Executive if it has
terminated that benefit with respect to active employees.  For the
portion of the Severance Period in excess of the Health Plan Subsidy Period, the
Executive will be responsible for payment of one hundred percent of the cost of
coverage to the Company on an after-tax basis.  If Executive
participates in any such plans during the Severance Period, his/her rights under
COBRA will commence at the end of the Severance Period.

     

    
      	
               
      

            	
              b.

            	
              An
      amount equal to the bi-weekly Company subsidy for active employees for the
      level of medical, dental and vision coverage, if any, that was in effect
      for the Executive at the time of termination of employment shall be paid
      to Executive during the portion of the Severance Period in
      Paragraph 1 that exceeds the Health Plan Subsidy Period.  A
      “Tax Gross Up” will be added to this payment.  The Tax Gross Up
      will be based on assumed federal, state and local taxes of 32% and will
      not be based on actual tax rates.  This payment will change as
      the subsidy for such coverage level changes for active employees before
      the Short-Term Deferral Deadline, but will not change if the Executive’s
      level of coverage changes or is
terminated.

            


    

     

    
      	
               
      

            	
              c.

            	
              Any
      cash payment to be made to the Executive under this Paragraph 2 shall be
      made in equal bi-weekly installments, except that any amount not paid by
      the Short-Term Deferral Deadline shall be paid on or before the Short-Term
      Deferral Deadline.

            


    

     

    II.           TERMINATION IN THE CONTEXT
OF A CHANGE IN CONTROL

     

    If an
Executive is involuntarily terminated by the Company other than for Cause or if
the Executive terminates employment for Good Reason either (1) within 18 months
following a Change in Control or (2) prior to a Change in Control, if (i) the
termination occurs after a public announcement by the Company of a potential
Change in Control; (ii) the termination occurs no more than 60 days prior to
consummation of the Change in Control; (iii) the Executive executes, within 30
days following the termination (or, in the case of a termination for Good
Reason,

     

    

      

    

      
      1
Notwithstanding anything herein to the contrary, in the event an Executive
becomes eligible during the Severance Period defined in Paragraph 1 for
participation in the Company’s medical, dental and vision group health plans in
accordance with Paragraph 2(a) due to an involuntary termination that is not
part of a reduction in force, Company reorganization or restructuring or change
in the Company’s operating requirements, then the Executive, to the extent he or
she is a “highly compensated individual” as defined for purposes Internal
Revenue Code Section 105(h), will be responsible for payment of one hundred
percent of the cost of coverage on an after-tax basis during the entire
Severance Period (not just during the portion of the Severance Period that
exceeds the Health Plan Subsidy Period) and the amount equal to the bi-weekly
Company subsidy for active employees for the level of medical, dental and vision
coverage, if any, that was in effect for the Executive at the time of
termination of employment plus the Tax Gross Up shall be paid for the entire
Severance Period (not just during the portion of the Severance Period in excess
of the Health Plan Subsidy Period), subject to Paragraph 2(c).

       

    


    
      
         


      

      
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    within 30
days after expiration of the Company’s right to cure by reversing the act that
resulted in Good Reason, as described in the definition of “Good Reason” in
Section III below), a Separation Agreement; and (iv) the Change in Control is
consummated, then the Executive will receive the following (in each case reduced
or offset by any amounts or benefits previously received under Section
I):

     

    
      	
               
      

            	
              1.

            	
              Severance
      Pay.  A lump sum payment of an amount equal to the sum of
      the Executive’s Base Salary at the time of termination plus the average of
      the Executive’s annual incentive payout, excluding supplemental one-time
      bonuses and awards, for the three complete fiscal years prior to the
      Change in Control (the “Change in Control Severance Amount”) multiplied by
      the following applicable amount:

            


    

     

    Chief
Executive Officer (“CEO”) - Three times Change in Control Severance
Amount

     

    Executive
Vice President (“EVP”) - Two times Change in Control Severance
Amount

     

    Senior
Vice President (“SVP”) - One and one-half times Change in Control Severance
Amount

     

    
      	
               
      

            	
              The
      multiplier above expressed in years is referred to as the “Change in
      Control Severance Period.”  Such lump sum shall be paid within
      14 days following the date the Executive becomes entitled thereto, but in
      no event later than the Short-Term Deferral
  Deadline.

            


    

     

    
      	
               
      

            	
              2.

            	
              Equity
      Acceleration.  Any unvested restricted stock, stock
      appreciation rights, stock options or other grants of equity-related
      awards will be accelerated and fully vested.  The terms of this
      paragraph have been approved by the Compensation Committee of the
      Company’s Board of Directors and constitute an amendment of the award
      agreement related to any grant to which this provision may
      apply.  In addition, this paragraph shall be deemed to delete
      the following language in Section 13(a) “and Section 12.2 of the Plan
      shall not apply to this SAR or this Award Agreement,” and all of Section
      13(c) of any Stock Appreciation Right Award Agreement with respect to the
      impact of a Section 12.2 Event (as defined in the Company’s 2000 Equity
      Incentive Plan (the “Equity Plan”)) and the provisions of the Equity Plan
      shall apply to any Section 12.2
Event.

            


    

     

    
      	
               
      

            	
              3.

            	
              Welfare
      Benefits.

            


    

     

    
      	
               
      

            	
              a.

            	
              Eligibility
      during the Change in Control Severance Period for participation in the
      Company’s medical, dental, and vision group health plans that are provided
      to active employees from time to time following the termination
      date.  For the portion of the Change in Control Severance Period
      that does not exceed one week for every year of Executive’s service with
      the Company (the “Health Plan Subsidy Period”), Executive must pay the
      same amount that is paid by active Executives from time to time for
      the

            


    

     

    
    

     


    
      
         


      

      
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    same type
and level of coverage, subject to certain other limits, as set forth herein2.  The Health Plan Subsidy Period may
not exceed 26 weeks.  The Company will increase or decrease the
Executive’s portion of the Plan cost during the Change in Control Severance
Period at the same times and on the same terms that such changes apply to then
current employees, and the Company need not continue to provide a benefit to
Executive if it has terminated that benefit with respect to active employees;
provided, however, that if the Company ceases providing a benefit with respect
to active employees, or continues to provide that benefit to a number of
employees that is less than 50 percent of the number of employees offered
that benefit on the date that is 30 days prior to the date of the Change in
Control, Executive shall be permitted to choose to continue coverage for that
benefit under any plan the Executive chooses from among all plans covering any
employees of any organization that would be aggregated with the Company (or any
successor organization) under Sections 414(b) or (c) of the Internal Revenue
Code, and to pay the same amount for such coverage as is paid under that plan by
active employees.  For the portion of the Change in Control Severance
Period in excess of the Health Plan Subsidy Period, the Executive will be
responsible for payment of one hundred percent of the cost of coverage to the
Company on an after-tax basis.  If Executive participates in any such
plans during the Change in Control Severance Period, his/her rights under COBRA
will commence at the end of the Change in Control Severance Period.

     

    
      	
               
      

            	
              b.

            	
              An
      amount equal to the bi-weekly Company subsidy for active employees for the
      level of medical, dental and vision coverage, if any, that was in effect
      for the Executive at the time of termination of employment shall be paid
      to Executive during the portion of the Change in Control Severance Period
      that exceeds the Health Plan Subsidy Period.  A “Tax Gross Up”
      will be added to this payment.  The Tax Gross Up will be based
      on assumed federal, state and local taxes of 32% and will not be based on
      actual tax rates.  This payment will change as the subsidy for
      such coverage level changes for active employees before the Short-Term
      Deferral Deadline, but will not change if the Executive’s level of
      coverage changes or is terminated.

            


    

     

    
    

     

    

      

    

      
      2
Notwithstanding anything herein to the contrary, in the event an Executive
becomes eligible during the Change in Control Severance Period defined in
Paragraph 1 for participation in the Company’s medical, dental and vision group
health plans in accordance with Paragraph 3(a) due to an involuntary termination
that is not part of a reduction in force, Company reorganization or
restructuring or change in the Company’s operating requirements, then the
Executive, to the extent he or she is a “highly compensated individual” as
defined for purposes Internal Revenue Code Section 105(h), will be responsible
for payment of one hundred percent of the cost of coverage on an after-tax basis
during the entire Change in Control Severance Period (not just during the
portion of the Change in Control Severance Period that exceeds the Health Plan
Subsidy Period) and the amount equal to the bi-weekly Company subsidy for active
employees for the level of medical, dental and vision coverage, if any, that was
in effect for the Executive at the time of termination of employment plus the
Tax Gross Up shall be paid for the entire Change in Control Severance Period
(not just during the portion of the Change in Control Severance Period in excess
of the Health Plan Subsidy Period), subject to Paragraph 3(c).

       

    


    
      
         


      

      
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              c.

            	
              
                Any
      cash payment to be made to the Executive under this Paragraph 3 shall be
      made in equal bi-weekly installments, except that any amount not paid by
      the Short-Term Deferral Deadline shall be paid on or before the Short-Term
      Deferral Deadline.

              

            


    

     

    
      	
               
      

            	
              4.

            	
              Equity Value
      Payment.

            


    

     

    
      	
               
      

            	
              a.

            	
              In
      the event that on the date of an Executive’s termination that causes the
      Executive to be eligible for benefits under this Plan, the Unvested Value
      of all of such Executive’s restricted stock, stock appreciation rights,
      stock options or other equity-based awards that had been granted to the
      Executive prior to the date of the Change in Control and was not vested as
      of the Change in Control, including Disposed Shares (as defined below),
      (collectively the “Existing Equity”) is less than the Unvested Value of
      such Existing Equity on the date of the Change in Control, the Executive
      shall receive a cash payment equal to the difference.  Such
      payment shall be made within 14 days following the date the Employee
      executes a Separation Agreement as provided
  herein.

            


    

     

    
      	
               
      

            	
              b.

            	
              “Unvested
      Value” shall mean (i) for Existing Equity which is unvested restricted
      stock or similar awards, (A) if being measured at the time of the Change
      in Control, the Fair Market Value (as defined below) on the date of the
      Change in Control (determined as if the shares were fully vested and not
      subject to forfeiture), adjusted for the consideration to be received in
      the Change in Control in the same manner that the stock of AIPC
      stockholders generally is adjusted, if applicable (the “Adjusted Fair
      Market Value”), or, (B) if being measured on the date of the Executive’s
      termination, the Fair Market Value of the Existing Equity which is
      unvested restricted stock of the successor company in the Change in
      Control on the date of termination (determined as if the shares were fully
      vested and not subject to forfeiture); and (ii) for Existing Equity which
      is stock options, stock appreciation rights or similar awards, (A) if
      being measured at the time of the Change in Control, the difference
      between the exercise price of such award immediately following the Change
      in Control and the Adjusted Fair Market Value on the date of the Change in
      Control multiplied by the number of shares of stock for which such award
      could have been exercised immediately following the Change in Control if
      such Existing Equity had been fully vested and exercisable, or, (B) if
      being measured on the date of the Executive’s termination, the difference
      between the exercise price of such award upon termination and the Fair
      Market Value of the stock of the successor company in the Change in
      Control for which such award may be exercised on the termination date
      multiplied by the number of shares of the stock for which such award may
      be exercised.

            


    

     

    Examples:  If
(1) the Executive had 100 shares of unvested Company restricted stock on the
date of the Change of Control, (2) the stockholders

     


    
      
         


      

      
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    of the
Company received 0.5 shares of the successor in the Change of Control for each
share of Company common stock, and (3) the Fair Market Value of the Company
stock as of the Change in Control was $20 and the Fair Market Value of the
successor stock as of the Change in Control was $40, then the Unvested Value at
the Change in Control would be $2,000 (100 shares x 0.5 x $40).  If
the Fair Market Value of the successor stock on the termination date was $25,
then the Unvested Value on the date of termination would be $1,250 (50 adjusted
shares received x $25) and the Executive would receive a cash payment of $750
($2,000 - 1,250 = $750).

     

    If, (1)
at the time of the Change in Control, the Executive had an unvested stock
appreciation right with respect to 100 shares of Company stock and the exercise
price was $10, (2) the stockholders of the Company received 0.5 shares of the
successor in the Change in Control for each share of Company common stock, and
(3) the Fair Market Value of the Company Stock at the time of the Change in
Control was $20 and the Fair Market Value of the successor stock at the time of
the Change in Control was $40, then the Unvested Value at the time of the Change
in Control would be $1000 ($20 (FMV of Company stock) - $10 (exercise price) x
100 shares = $1,000 ÷ $20 (FMV of Company stock) = 50 (number of shares of
Company stock that would have been received if the SAR was exercised) x 0.5
(Change in Control exchange ratio) = 25 adjusted shares x $40 (FMV of the
successor equity) = $1,000).  If the Fair Market Value of the
successor stock on the termination date was $25, then the Unvested Value on the
termination date would be $250 ($25 (FMV of successor stock) - $20 (adjusted
exercise price) x 50 (adjusted number of SARs) ÷ $25 (FMV of successor stock) =
10 shares of successor company (received when SAR is exercised) x $25 (FMV of
successor stock) = $250 (value at time of termination)) and the Executive would
receive a cash payment of $750 ($1,000 - 250 = $750).

    


    
      	
               
      

            	
              c.

            	
              Fair
      Market Value shall mean (1) the closing sales price of the equity on any
      national securities exchange on which the equity is listed or on any over
      the counter market, or if no such price is reported on that date, the
      immediately preceding trading date, or (2) if there is no regular public
      trading market for the equity, the fair market value as determined by the
      Board of Directors of the relevant company, in good faith using standard
      methods of valuation.

            


    

     

    
      	
               
      

            	
              d.

            	
              If,
      prior to receiving any payment pursuant to this paragraph, the Executive
      has sold any Existing Equity which is restricted stock which vested prior
      to a termination (and after the date of the Change in Control), or
      exercised Existing Equity which is a stock option or stock appreciation
      right which vested prior to a termination (and after the date of the
      Change in Control) and sold the shares received upon exercise or used
      shares as payment for taxes upon any such event (such shares sold or used
      to pay

            


    

     

    
    

     


    
      
         


      

      
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    taxes
shall be the “Disposed Shares”), the difference between the Fair Market Value of
the Disposed Shares on the date of sale or payment of taxes and the Fair Market
Value of the Disposed Shares on the date of the Change in Control, if that
number is positive, times the number of Disposed Shares, shall be deducted from
any payment owed pursuant to this paragraph 4.

     

    For
example, if the Executive sold 10 shares at $11 prior to termination, and the
Fair Market Value on the date of the Change in Control was $8, $30 (11 - 8 x 10)
would be deducted from any payment made pursuant to this paragraph 4. If the
shares were sold at $7, there would be no deduction.

     

    
      	
               
      

            	
              e.

            	
              If
      the Unvested Value on the termination date is greater than the Unvested
      Value on the date of the Change in Control, no payment under this
      paragraph will be made, and all Existing Equity will be reduced
      proportionately so that the Executive will be entitled to receive only
      that number of aggregate shares of restricted stock or stock upon an
      exercise of an option or stock appreciation right so that the Unvested
      Value as of the termination date, after such adjustment, is equal to the
      Unvested Value on the date of the Change in Control.  If this
      would result in a fractional share, such fractional share will be paid in
      cash. The Executive will be reimbursed for any taxes that have been paid
      on restricted stock vested since the date of the Change in Control which
      are forfeited pursuant to the above.  In no event shall any
      reduction be for more than the Existing Equity still owned or held by the
      Executive on the date of
termination.

            


    

     

    
      	
               
      

            	
              5.

            	
              Excise
      Tax  If any payment by the Company or the receipt of any
      benefit from the Company (whether or not pursuant to this Plan) is an
      "excess parachute payment" as such term is described in Section 280G of
      the Internal Revenue Code so as to result in the loss of a deduction to
      the Company under Internal Revenue Code Section 280G or in the imposition
      of an excise tax on the Executive under Internal Revenue Code Section
      4999, or any successor sections thereto (an "Excess Parachute Payment"),
      then the Executive shall be paid either (i) the amounts and benefits due,
      or (ii) the amounts and benefits due under this Plan shall be reduced so
      that the amount of all payments and benefits due that are "parachute
      payments" within the meaning of Internal Revenue Code Section 280G
      (whether or not pursuant to this Plan) are equal to one-dollar ($1) less
      than the maximum amount allowed under the Internal Revenue Code that would
      avoid the existence of an "Excess Parachute Payment," whichever of the (i)
      or (ii) amount results in the greater after-tax payment to the
      Executive.

            


    

     

    III.           DEFINITIONS.

     

    Terminate
for “Cause” means
termination of Executive’s employment because, in the Company’s good faith
belief, (i) Executive willfully and continually failed substantially to perform
Executive’s duties (i.e. due to the Executive's failure to perform job functions
at an

     


    
      
         


      

      
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    appropriate
level), (ii) Executive committed an act or acts that constituted a misdemeanor
(other than a minor traffic violation) or a felony under the law of the United
States (including any subdivision thereof) or any country to which Executive is
assigned (including any subdivision thereof), including, but not limited to,
Executive’s conviction for or plea of guilty or no contest (“nolo contendere”)
to any such misdemeanor or felony, (iii) Executive committed an act or acts in
material violation of the Company’s significant policies and/or practices
applicable to employees at the level of Executive within the Company’s
organization, (iv) Executive willfully acted, or willfully failed to act, in a
manner that was injurious to the financial condition or business reputation of
the Company or any of its subsidiaries or affiliates, (v) Executive acted in a
manner that is unbecoming of Executive’s position with the Company, regardless
of whether such action or inaction occurs in the course of the performance of
Executive’s duties with the Company, or (vi) Executive was subject to any fine,
censure, or sanction of any kind, permanent or temporary, issued by the
Securities and Exchange Commission or the New York Stock Exchange or any other
stock exchange.

     

    A “Change in Control” shall be
deemed to have occurred upon any of the following events; provided, however,
that the Board of Directors shall at all times prior to the occurrence of any
particular event described below have the authority to decide, in its sole
discretion, that such event shall be deemed not to constitute a Change in
Control for purposes hereof:

     

    (i)
individuals who, on the Effective Date, constitute the Board of Directors of the
Company (the “Incumbent Directors”) cease for any reason to constitute at least
a majority of such Board; provided, however, that any
person becoming a director after the Effective Date and whose appointment,
election or nomination for election was approved by a vote of at least a
majority of the Incumbent Directors then on the Board shall be an Incumbent
Director; provided,
further, that in no event shall an individual initially appointed,
elected or nominated as a director of the Company as a result of an actual or
threatened election contest with respect to the election or removal of directors
(“Election Contest”) or other actual or threatened solicitation of proxies or
consents by or on behalf of any person other than the Board (“Proxy Contest”),
including by reason of any agreement intended to avoid or settle any Election
Contest or Proxy Contest, be deemed an Incumbent Director; or

     

    (ii) any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934) becomes a “beneficial owner” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934), directly or indirectly, of either
(A) 50% or more of the then-outstanding shares of common stock of the Company
(“Company Common Stock”) or (B) securities of the Company representing 50%
or more of the combined voting power of the Company’s then outstanding
securities eligible to vote for the election of directors (the “Company Voting
Securities”); provided,
however, that for purposes of this subsection (ii), the following
acquisitions of Company Common Stock or Company Voting Securities shall not
constitute a Change in Control: (w) an acquisition directly from the Company,
(x) an acquisition by the Company or a Subsidiary of the Company, (y) an
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Subsidiary of the Company, or (z) an
acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection
(iii) below); or

     


    
      
         


      

      
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    (iii) the
consummation of a reorganization, merger, consolidation, statutory share
exchange or similar form of corporate transaction involving the Company or a
Subsidiary (a “Reorganization”), or the sale or other disposition of all or
substantially all of the Company’s assets (a “Sale”) or the acquisition of
assets or stock of another corporation or other entity (an “Acquisition”),
unless immediately following such Reorganization, Sale or Acquisition, all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the outstanding Company Common Stock and outstanding
Company Voting Securities immediately prior to such Reorganization, Sale or
Acquisition beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the entity
resulting from such Reorganization, Sale or Acquisition (including, without
limitation, an entity which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets or stock either directly or
through one or more subsidiaries, (the “Surviving Entity”) in substantially the
same proportions as their ownerships, immediately prior to such Reorganization,
Sale or Acquisition, of the outstanding Company Common Stock and the outstanding
Company Voting Securities, as the case may be (any Reorganization, Sale or
Acquisition which satisfies such criterion shall be deemed to be a
“Non-Qualifying Transaction”); or

     

    (iv)
approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.

     

    "Effective Date” shall mean
October 30, 2009.

     

    “Good Reason” shall mean any of
the following acts by the Company, without the prior written consent of the
Executive:  (i) a material reduction by the Company in the Executive’s
base salary, annual cash incentive opportunity and annual long-term equity-based
incentive opportunity, taken as a whole, provided that for purposes of
determining whether there has been a material reduction: (a) a reduction applied
generally to all exempt employees of the Company that occurs prior to a Change
in Control shall not constitute "Good Reason", and (b) “annual cash incentive
opportunity” and “annual long-term equity-based incentive opportunity” shall not
include supplemental one-time bonuses and awards; (ii) (a) a material
reduction in the Executive’s position, duties or responsibilities,
(b) assignments to duties materially inconsistent with Executive’s
position, or (c) a material adverse change in the Executive’s reporting
relationships; (iii) the Company requiring the Executive, without his or her
consent, to be based at any office or location more than 50 miles from the
office at which the Executive was principally located immediately prior to a
Change in Control; or (iv) the material breach by the Company of any employment
agreement between the Executive and the Company.  Notwithstanding
anything in this definition to the contrary, an act by the Company shall not
constitute “Good Reason” unless the Executive gives written notice of the same
to the Company within 30 days of such act, and the Company fails, within 30 days
of such notice, to reverse such act.

     

    “Short-Term Deferral Deadline”
shall mean the fifteenth day of the third month following the later of (i) the last day
of the Executive’s taxable year during which the termination occurred, or
(ii) the last day of the Company’s fiscal year during which the termination
occurred.

     


    
      
         


      

      
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    IV.           MITIGATION.

     

    Benefits
based on medical, dental or vision group health coverage as described in Section
I, paragraph 2 and Section II, paragraph 3 shall cease with respect to the same
type of coverage on the date the Executive is hired by another employer that
offers the Executive such coverage (i.e., medical, dental or vision) and the
Executive has reached the date he or she is entitled to have that coverage or a
government sponsored plan of the same type become effective.  All
payments and benefits under this Plan shall cease on the date Executive is
rehired by the Company.

     

    V.           CHANGE IN
STATUS OF CEO, EVP, OR SVP.

     

    Any
reduction in, or loss of, title following the Effective Date shall be ignored
for purposes of determining an Executive’s right to, and level of, benefits
under this Plan.  For example, an individual who is an Executive Vice
President on the Effective Date, and who later loses that title or has a
reduction in title, shall continue to treated as an Executive Vice President for
purposes of determining the Executive’s right to, and level of, benefits under
the Plan, whether or not that loss or reduction in title constitutes Good
Reason.

     

    VI.           SUCCESSORS
AND ASSIGNS.

     

    This Plan shall be binding upon the
Company and any successor to the Company, including any persons acquiring
directly or indirectly all or substantially all of the business or assets of the
Company by purchase, merger, consolidation, reorganization, or
otherwise.  Any such successor shall thereafter be deemed to be the
“Company” for purposes of this Plan, and the term “Company” shall also include
American Italian Pasta Company to the extent advantageous to the Executives by
providing them with the benefits intended under this Plan.  However,
this Plan and the Company’s obligations under this Plan are not otherwise
assignable, transferable, or delegable by the Company.  By written
agreement, the Company shall require any successor to all or substantially all
of the business or assets of the Company expressly to assume and agree to honor
this Plan in the same manner and to the same extent the Company would be
required to honor this Plan if no such succession had occurred.

     

    VII.           MISCELLANEOUS.

     

    Any
Executive who becomes entitled to receive benefits under this Plan must provide
to the Plan Administrator, upon the Plan Administrator’s written request, such
information as the Plan Administrator may reasonably require to facilitate the
payment of benefits to the Executive.

     

    The terms
of this Plan do not change the at-will nature of any Executive’s employment with
the Company.

     

    This Plan
shall take effect upon the Effective Date and apply only to terminations
effected after that date.  It is not intended that the application of
this Plan shall modify or alter the tax deductibility of any payment or benefit
paid or excluded hereunder.  Consistent with the Company’s
compensation philosophy and practice, the Compensation Committee of the Board of
Directors retains the right to amend or modify this Plan as needed. However, no
amendment or modification hereof will reduce the benefits hereunder for persons
who are Executives or are

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    receiving
benefits under this Plan on the date immediately prior to the date that any such
amendment or modification of this Plan becomes effective, except that any
amendment to this Plan may be adopted to the extent necessary to comply with
applicable law or to avoid the application of Internal Revenue Code Section
409A(a)(1) to amounts or benefits provided hereunder.

     

    This Plan
shall apply only to persons (i) who are Senior Vice Presidents or above on the
Effective Date, and (ii) who become Senior Vice Presidents or above after the
Effective Date if the Committee determines that this Plan should apply to such
person.

     

    If a
dispute arises concerning whether Executive is entitled to benefits under this
Plan or as to the amount of Executive’s benefits, Executive must first file a
claim for benefits in accordance with the following procedure.  A
claim for Plan benefits must be in writing and addressed to the Plan
Administrator, Severance Plan for Senior Vice Presidents of American Italian
Pasta Company, at Briarcliff One, 400 North Mulberry Drive, Kansas City,
Missouri 64116-1696, or any other address that may be designated from time to
time.  Executive will receive a written notice from the Plan
Administrator with respect to Executive’s claim within 90 days of the date
the Plan Administrator received Executive’s initial claim.  If special
circumstances require an extension of time, written notice will be given to
Executive before the end of this 90-day period and will explain the reasons for
the delay.  If Executive is not furnished notice regarding Executive’s
claim within these time periods, Executive’s claim will be considered
denied.

     

    If the
Plan Administrator denies Executive’s claim, in whole or in part, it will tell
Executive why, refer Executive to the applicable provisions of the plan document
or other relevant records or papers, and inform Executive when and where
Executive may see them.  Executive will also be told if any additional
material or information is needed to perfect Executive’s claim, what material or
information is needed and why such material is needed.  In addition,
Executive will be told how Executive can appeal for reconsideration of its
decision.  Should Executive disagree with the determination, Executive
will have 60 days to request a review in writing.  The Plan
Administrator will reconsider the Executive’s claim and its resulting decision
will be issued within 60 days after Executive’s request.  If more time
is needed because of unusual circumstances, Executive will be
notified.

     

    In
connection with or after a Change in Control, the Company shall pay to the
Executive as incurred all legal and accounting fees and expenses incurred by the
Executive in seeking to obtain or enforce any right or benefit provided by this
Plan, unless the Executive’s claim is found by a court of competent jurisdiction
to have been frivolous.  Any such reimbursements or payments that are
taxable to the Executive shall be subject to the following
restriction:  each reimbursement or payment must be paid no later than
the last day of the calendar year following the calendar year during which the
expense was incurred or tax was remitted, as the case may be.

     

    Prior to
a Change in Control, the Plan Administrator has the exclusive discretionary
authority to construe and to interpret the Plan, to decide all questions of
eligibility for benefits and to determine the amount of such benefits, and its
decisions on such matters are final, conclusive and binding on all
parties.  Any interpretation or determination made pursuant to such
discretionary authority shall be upheld on judicial review, unless it is shown
that the

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    interpretation
or determination was an abuse of discretion (i.e., arbitrary and
capricious).  This authority shall not apply in connection with or
after a Change in Control.

     

    Benefits
under the Plan may not be assigned, transferred or pledged to a third party, for
example, as security for a loan or other debt, except to repay bona fide debts
to the Employer.

     

    The
Employer pays the entire cost of the Plan out of its general
assets.  Benefit payments provided herein are made on the
authorization of the Compensation Committee of the Board of Directors of
American Italian Pasta Company (the “CC”) as Plan Administrator or of a delegate
appointed by the CC.

     

    The
payments and benefits under this Plan are intended not to be subject to Internal
Revenue Code 409A and the regulations and other guidance with respect thereto
(together "409A"), and this Plan shall be interpreted and administered to
prevent 409A from applying to such payments and benefits.  However, it
is understood that 409A is ambiguous in certain respects.  The CC,
Board of Directors and Company will attempt in good faith to take any action
necessary to avoid, and will attempt in good faith to refrain from taking any
action that would result in, the imposition of tax, interest and/or penalties
upon any Executive under 409A.  To the extent the CC, Board of
Directors and Company have acted or refrained from acting in good faith as
required by this Section, neither they, their employees, contractors and agents,
each member of the Board of Directors nor any Plan fiduciary (the “Released
Parties”) shall in any way be liable for, and by participating in this Plan,
each Executive automatically releases the Released Parties from any liability
due to, any failure to follow the requirements of 409A, and no Executive shall
be entitled to any damages related to any such failure even though the Plan
requires certain actions to be taken in conformance with 409A.

    


    The
following statement is required by federal law and regulations.  As a
participant in the Plan described in this booklet, you are entitled to certain
rights and protection under the Employee Retirement Income Security Act of 1974
(ERISA).  ERISA provides that all plan participants shall be entitled
to:

     

    Examine,
without charge, at the Plan Administrator’s office and at other specified
locations, such as work sites, all plan documents and copies of all documents
filed by the Plan with the U.S. Department of Labor, such as detailed annual
reports and plan descriptions.

     

    Obtain
copies of all plan documents and other plan information upon written request to
the Plan Administrator.  The Plan Administrator may make a reasonable
charge for the copies.

     

    Obtain a
statement telling you whether you have a right, under the Plan to receive a
benefit and, if so, what your benefit would be.  This statement must
be requested in writing and is not required to be given more than once a
year.  The Plan must provide the statement free of
charge.

     

    In
addition to creating rights for plan participants, ERISA imposes duties upon the
people who are responsible for the operation of the Associate benefit
plan.  The people who

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    operate
your plan, called “fiduciaries” of the plan, have a duty to do so prudently and
in the interest of you and other plan participants and
beneficiaries.  No one, including your employer, or any other person,
may fire you or otherwise discriminate against you in any way to prevent you
from obtaining a benefit or exercising your rights under ERISA.

     

    If your
claim for a benefit is denied, in whole or in part, you must receive a written
explanation of the reason for the denial.  You have the right to have
the Plan Administrator review and reconsider your claim, including the right to
obtain copies of documents relating to the denial without charge, all within
certain time schedules.

     

    Under
ERISA, there are steps you can take to enforce the above rights.  For
instance, if you request materials from the Plan and do not receive them within
30 days, you may file a suit in a federal court.  In such a case, the
court may require the Plan Administrator to provide the materials and pay you up
to $110.00 a day until you receive the materials, unless the materials were not
sent because of reasons beyond the control of the administrator.

     

    If you
have a claim for benefits which is denied or ignored, in whole or in part, you
may file suit in a state or federal court.  If it should happen that
plan fiduciaries misuse the plan’s money, or if you are discriminated against
for asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a federal court.  The court will decide
who should pay court costs and legal fees.  If you are successful, the
court may order the person you have sued to pay these costs and
fees.  If you lose, the court may order you to pay these costs and
fees, for example, if it finds your claim is frivolous.

     

    If you
have any questions about your Plan, you should contact the Plan
Administrator.  If you have any questions about this statement or
about your rights under ERISA or you need assistance in obtaining documents from
the Plan Administrator, you should contact the nearest Area Office of the
Pension and Welfare Benefits Administration, U.S. Department of Labor,
listed in your telephone directory or the Division of Technical Assistance and
Inquiries, Pension and Welfare Benefit Administration, U.S. Department of Labor,
200 Constitution Avenue, N.W. Washington, D.C. 20210.  You may also
obtain certain publications about your rights and responsibilities under ERISA
by calling the publications hotline of the Employee Benefits Security
Administration.

     

    VIII.       SUMMARY
PLAN INFORMATION.

     

    The name
of the severance plan is the American Italian Pasta Company Severance Plan for
Senior Vice Presidents and above.

     

    The Plan
is considered a “welfare plan” under the Employee Retirement Income Security Act
of 1974 (ERISA).  This Plan is effective May 2, 2006.

     

    The Plan
is sponsored
by:                 American
Italian Pasta Company, Inc.

    Briarcliff
One

    400 North
Mulberry Drive

    Kansas
City, MO 64116-1696


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    The
Internal Revenue Service has assigned American Italian Pasta Company, Inc. the
employer identification number 84-1032638.  The plan number assigned
to the Plan is 507.

     

    The
Compensation Committee of the Board of Directors of American Italian Pasta
Company, Inc. is the Plan Administrator for the Plan under ERISA and can be
contacted at the address set forth above.  The Plan Administrator may
delegate all or part of its duties and/or authority to any one or more persons
or entities.

     

    The Plan
and its records are not kept on a plan-year basis.

     

    Legal
process can be served on American Italian Pasta Company, Inc. by directing such
legal service to:

     

    Chief
Legal Officer

    American
Italian Pasta Company, Inc.

    Briarcliff
One

    400 North
Mulberry Drive

    Kansas
City, MO 64116-1696


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    
      	
                             Title

            	
              Severance Period

            
	
              Chief
      Executive Officer

            	
              104
      Weeks

            
	
              Executive
      Vice President

            	
              78
      Weeks

            
	
              Senior
      Vice President (if held

              position
      as of Effective Date)

            	
               

              78
      Weeks

            
	
              Senior
      Vice President

            	
              52
      Weeks

               

               

               

            


    

    


    


    


    


    


    


    


    



    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    APPENDIX
A

    


    Release
and Waiver of Claims

    


    AMERICAN
ITALIAN PASTA COMPANY, INC.

    AMENDED
AND RESTATED SEVERANCE PLAN

    FOR
SENIOR VICE PRESIDENTS AND ABOVE

    


    This
Release and Waiver of Claims (the “Agreement”) is made and entered into between
AMERICAN ITALIAN PASTA COMPANY, and its past, present and future parents,
subsidiaries, divisions, affiliates, and related companies (collectively, the
“Company”) and _______________________________ (“Executive”).

     

    WHEREAS,
the Executive is entitled to benefits under the American Italian Pasta Company,
Inc. Amended and Restated Severance Plan for Senior Vice Presidents and Above
(the “Plan”); and

     

    WHEREAS,
the Plan requires that Executive provide a release of claims in favor of the
Company, confidentiality agreement, non-solicitation agreement, noncompetition
agreement, non-disparagement agreement, and cooperation agreement, to be
entitled to the payment of benefits under the Plan;

     

    NOW,
THEREFORE, in consideration of the above and the mutual promises contained
herein, the adequacy of which consideration is hereby acknowledged, the Company
and Executive agree as follows:

     

    
      	
               
      

            	
              1.

            	
              The
      parties agree that Executive’s employment terminated effective
      _____________________________.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      Company agrees to pay Executive all benefits set forth in the Plan,
      pursuant to its terms.

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      Company’s obligations to make any payments or provide any benefits
      pursuant to the Plan are expressly conditioned on Executive’s continued
      compliance with the provisions of this
  Agreement.

            


    

     

    
      	
               
      

            	
              4.

            	
              In
      consideration for the benefits to be paid to Executive under the Plan, and
      to the maximum extent permitted by law and without exception, Executive
      hereby releases and waives any and all claims, demands, or causes of
      action (collectively “claims”) known or unknown, suspected or unsuspected,
      that, as of the Effective Date, Executive has or could have against the
      Company and/or any or all of its current and/or former parent
      corporations, current and/or former subsidiary corporations, current
      and/or former directors, current and/or former officers, current and/or
      former fiduciaries, current and/or former employees, current and/or former
      agents, current and/or former successors, current and/or former assigns,
      and/or other entities currently and/or formerly affiliated with or related
      to the Company (collectively hereinafter “the Company
      Affiliates”).  The claims

            


    

     


    
      
         


      

      
         

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              released
      and waived under this Agreement include, but are not limited to, any and
      all claims Executive and/or anyone acting on Executive’s behalf hold or
      own or have at any time before the Effective Date held or owned against
      the Company and/or the Company Affiliates, including but not limited to,
      to the maximum extent permitted by law, claims under any federal and/or
      state Constitution; claims under any federal, state, and/or local common
      law, including claims sounding in tort and/or contract; claims under any
      federal, state, and/or local public policy; claims under the Executive
      Retirement Income Security Act; claims under the Family and Medical Leave
      Act; claims under the Equal Pay Act; claims for workers’ compensation
      retaliation and/or discrimination; claims under the Fair Labor Standards
      Act and/or any other federal, state, and/or local wage payment law; claims
      for discrimination (including harassment) and/or retaliation under any
      federal, state, and/or local law, including but not limited to the
      Missouri Human Rights Act, the Kansas Act Against Discrimination, 42
      U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights
      Act of 1991, the Americans with Disabilities Act, the Age Discrimination
      in Employment Act, and/or any other federal, state, and/or local law,
      statute, ordinance, and/or regulation; claims under any and all other
      federal, state, and/or local laws, statutes, ordinances, regulations,
      and/or common law, including any Missouri or Kansas statutes, ordinances,
      regulations and/or common law; and claims under any practice and/or policy
      of the Company, including but not limited to any benefit plan of the
      Company and/or any of the Company Affiliates.  Notwithstanding
      anything in this Agreement to the contrary, Executive specifically does
      not, however, disclaim, release or waive any claim or right to any
      compensation or benefits contemplated under the Plan, nor any payments to
      which Executive is, or may become, entitled under any compensation or
      benefit plan, agreement or arrangement of the Company and/or any of the
      Company Affiliates with respect to which the time for receiving that
      compensation or benefit, or exercising rights with respect to that
      compensation or benefit, has not yet been reached on the date Executive
      signs this Agreement.

            


    

     

    
      	
               
      

            	
              5.

            	
              Executive
      acknowledges Company has given Executive at least 21 days to consider this
      Agreement, although Executive may execute it at any time within those 21
      days.  Executive further acknowledges Company has advised/hereby
      advises Executive to consult with independent legal counsel before signing
      this Agreement.  Executive further acknowledges Executive may
      revoke this Agreement within 7 calendar days after signing it by providing
      written notice of such revocation via hand-delivery to Executive Vice
      President and General Counsel, American Italian Pasta Company, 4100 North
      Mulberry Drive, Kansas City, Missouri, 64116.  This Agreement is
      effective and enforceable on the eighth (8th) calendar day following the
      date Executive signs it (“Effective
Date”).

            


    

     

    
      	
               
      

            	
              6.

            	
              Executive
      agrees that, for a period of eighteen (18) months after the termination of
      employment, Executive will not compete with the business of Company
      whether as an employee, employer, consultant, agent, principal, partner,
      shareholder, corporate officer, director, or through any other kind of
      ownership (other than ownership of securities of publicly held
      corporations of which the Executive owns less than 5% of any class of
      outstanding securities) or in any

            


    

     


    
      
         


      

      
         

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              other
      representative or individual capacity, engage in or render any services to
      any business engaged in the manufacture, production, distribution,
      selling, and/or marketing of pasta products for human consumption in the
      United States or Canada.  It is expressly understood and agreed
      that although Executive and the Company consider the restrictions
      contained in this paragraph to be reasonable, if a final judicial
      determination is made by a court of competent jurisdiction that the time
      or territory or any other restriction contained in this paragraph is an
      unenforceable restriction against Executive, the provisions of this
      paragraph shall not be rendered void, but shall be deemed amended to apply
      as to such maximum time and territory and to such other maximum extent as
      such court may judicially determine or indicate to be
      enforceable.

            


    

     

    
      	
               
      

            	
              7.

            	
              Executive
      agrees that for a period of eighteen (18) months after termination
      of Executive’s employment, Executive (a) will not employ, hire, or respond
      to any employment-related inquiry from an employee of Company; (b) will
      not assist, either directly or indirectly, in the employment or hiring of
      an employee of Company; and/or (c) will not recruit, solicit, or induce,
      or attempt to recruit, solicit, or induce any employee of Company to
      terminate his/her employment with, or otherwise cease a relationship with,
      Company for any reason.

            


    

     

    
      	
               
      

            	
              8.

            	
              Executive
      acknowledges that Executive has held positions of trust and confidence
      with the Company and that during the course of Executive’s employment
      Executive has been exposed to and worked with others in the employ of the
      Company sharing data, trade secrets, research and development information,
      technical processes and material which are proprietary in nature,
      confidential to the Company and not generally available to the public or
      its competitors and which, if divulged, would be potentially damaging to
      the Company's ability to compete in the marketplace.  Executive
      agrees to immediately provide the Company with access to (and the
      opportunity to transfer) any Company information stored outside the
      Company’s offices.  Executive agrees that Executive will
      immediately return to the Company any documents or other form of
      memorialization in Executive’s possession or under Executive’s control
      affecting such information, including, but not limited to, computer
      programs and software, and will further maintain such information in
      strict confidence and not disclose such information to any person except
      as required by law.  Notwithstanding the foregoing, Executive
      shall not be deemed to breach or violate this paragraph if Executive is
      subpoenaed and required to disclose information; provided, however, that
      if Executive is required to disclose information pursuant to a court order
      or other government process or such disclosure is necessary to comply with
      applicable law or defend against such claims, Executive shall: (a) notify
      the Company promptly before any such disclosure is made; (b) at the
      Company's request and expense, take all reasonably necessary steps to
      defend against such process or claims; and (c) permit the Company to
      participate with counsel of its choice in any proceeding relating to any
      such court order, other government process or
  claims.

            


    

     


    
      
         


      

      
         

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              9.

            	
              Executive
      acknowledges and agrees that the Company’s remedies at law for a breach or
      threatened breach of paragraphs 6, 7, and/or 8 of this Agreement would be
      inadequate and, in recognition of this fact, Executive agrees that, in the
      event of a breach or threatened breach, in addition to any remedies at
      law, the Company, without posting any bond, shall be entitled to obtain
      equitable relief in the form of specific performance, temporary
      restraining order, temporary or permanent injunction or any other
      equitable remedy which may then be available.  Should the
      Company obtain legal or equitable relief in any form for Executive’s
      breach of paragraphs 6, 7, and/or 8 of this Agreement, Executive agrees to
      pay Company’s reasonable attorneys’ fees and expenses necessarily incurred
      to obtain the legal or equitable
relief.

            


    

     

    
      	
               
      

            	
              10.

            	
              Executive
      agrees not to disparage or otherwise speak negatively about the Company,
      its management, its staff members, its customers, and/or its
      vendors.  Notwithstanding the foregoing, Executive shall not be
      deemed to breach or violate this paragraph if Executive is subpoenaed and
      required to testify under oath about the Company; provided that Executive
      testifies truthfully and in good
faith.

            


    

     

    
      	
               
      

            	
              11.

            	
              The
      Company agrees not to disparage or otherwise speak negatively about
      Executive.  Notwithstanding the foregoing, the Company shall not
      be deemed to breach or violate this paragraph if the Company or its
      officers, employees, or directors are subpoenaed and required to testify
      under oath about Executive; provided that such testimony is truthful and
      in good faith.

            


    

     

    
      	
               
      

            	
              12.

            	
              Executive
      agrees that upon reasonable request by the Company, Executive will
      participate in the investigation, prosecution, or defense of any matter
      involving the Company, any of the Company Affiliates, or any other matter
      that arose during Executive’s employment, provided the Company shall
      reimburse Executive for any reasonable travel and out-of-pocket expenses
      incurred in providing such participation at its request, the purpose of
      which reimbursement is to avoid cost to Executive and not to influence
      Executive’s participation.

            


    

     

    
      	
               
      

            	
              13.

            	
              Nothing
      in this Agreement is to be construed as either an admission of liability
      or admission of wrongdoing on the part of either party, each of which
      denies any liability or wrongdoing on its
part.

            


    

     

    
      	
               
      

            	
              14.

            	
              Executive
      acknowledges that Executive has read this Agreement; that Executive has
      had an opportunity and is specifically advised to review this Agreement
      with Executive’s attorney prior to its execution; that Executive
      understands all of the terms of this Agreement; and that Executive
      executes this Agreement voluntarily and with full knowledge of the
      significance and the consequences of this
  Agreement.

            


    

     

    
      	
               
      

            	
              15.

            	
              Except
      to the extent governed by the Executive Retirement Income Security Act of
      1974 (“ERISA”), this Agreement shall be construed in accordance with the
      laws of the State of Missouri, any and all actions regarding this
      Agreement shall be brought in the federal or state courts situated in that
      state (as applicable), and

            


    

     


    
      
         


      

      
         

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              the
      parties hereto consent to the venue of, and the exercise of personal
      jurisdiction by, the federal/state courts situated in that state,
      notwithstanding any law or authority to the
  contrary.

            


    

     

    
      	
               
      

            	
              16.

            	
              This
      Agreement may be executed in any number of counterparts, each of which
      shall be deemed an original and all of which taken together shall
      constitute one and the same instrument. Any party hereto may execute this
      Agreement by signing any such
counterpart.

            


    

     

    IN
WITNESS WHEREOF, the parties have entered into this Agreement as of the day and
year written below.

    


     

    
      	 Date:__________________________
      	 __________________________	 
	 	 (EMPLOYEE)	 
	
               

              State of __________________)

                                                                      )
      ss.

              County of ________________)

               

            	 	 


    

    
      Subscribed
to before me this ___ day of __________________________________,
20__.

       

      My
Commission Expires:

      


      ___________________________         ___________________________ 


    

    


    


    
       

      
        	 	 AMERICAN ITALIAN PASTA COMPANY	 
	 	 	 
	 Date:__________________________
      	 By:__________________________	 
	 	 	 
	
                 

                State of __________________)

                                                                        )
      ss.

                County of ________________)

                 

              	 	 


      

      
        Subscribed
to before me this ___ day of __________________________________,
20__.

         

        My
Commission Expires:

        


        ___________________________         ___________________________