Exhibit






Exhibit 10.1


POST HOLDINGS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT




POST HOLDINGS, INC. (the “Company”), hereby grants to the individual named below (the “Optionee”) a Non-Qualified Stock Option (the “Option”) set forth below, effective on the Date of Grant set forth below, subject to the Optionee timely executing and delivering to the Company, pursuant to such procedures as the Company will establish from time to time, this Non-Qualified Stock Option Agreement (this “Agreement”).  The Option shall vest and become exercisable according to the schedule described below, subject to earlier termination of the Option, as provided in this Agreement and the terms and conditions of the Post Holdings, Inc. 2016 Long-Term Incentive Plan (the “Plan”).  Capitalized terms used but not defined in this Agreement shall have the same definitions as in the Plan.


Optionee:
Number of Shares:
Exercise Price per Share:
Date of Grant:
Vesting/Exercisability Schedule:
    
1.Exercise.  Optionee may exercise the Vested Option (as such term is defined in and determined in accordance with Section 2 below) from time to time by tendering to the Company (or its designated agent), written notice of exercise, which will state the number of Shares under the Option to be exercised, together with the purchase price in either cash or, if the Company so permits, in Shares at the Fair Market Value.  The purchase price and/or any withholding obligation may be payable through a net or cashless exercise as permitted by the Company or through such other methods as the Company may approve in its discretion.
2.Vesting.  
(a)    The Option vests and becomes exercisable as set forth above and in accordance with Sections 2(b) and 2(c) below (each such date, a “Vesting Date” and the portion of the Option that is vested and exercisable following each such Vesting Date, the “Vested Option”), subject in all cases to applicable law and Company policy.  The Vested Option remains exercisable through the tenth anniversary of the Grant Date (the “Expiration Date”) unless the Optionee is no longer employed by the Company (or its Affiliates or Parent, if applicable), in which case the Vested Option is exercisable only if permitted by, and in accordance with, the provisions of Section 3 below.
(b)    The vesting of each installment of the Option is, in all cases, subject to the Optionee continuing to be employed by the Company (or an Affiliate or Parent, if applicable).  The entire Option will become a Vested Option as of the date of the Optionee’s death or Disability, if such events occur prior to the applicable Vesting Dates.  
(c)    In addition to the accelerated vesting that may occur following a Change in Control pursuant to Section 6(g) of the Plan, in the event the Optionee’s employment with the Company or its Affiliates or Parent will terminate as a result of the Optionee being employed with a business unit or Subsidiary of the Company that is intended to be transferred to an unaffiliated person, and as a result such business unit or Subsidiary will cease to be a part or Affiliate of the Company or its Parent, and such unaffiliated person or its affiliates does not agree to assume in writing, on substantially the same terms, the Option and the obligations hereunder, the entire Option shall become a Vested Option as of immediately prior to the date such transfer is consummated and otherwise treated in accordance with the Agreement, the Plan and Section 409A of the Code.
3.Limitation on Exercise Period.  The Vested Option shall remain exercisable as set forth in Section 7(a)(iii) through (vi) of the Plan.
4.Incorporation of the Plan by Reference.  The Option awarded pursuant to this Agreement is granted under, and expressly subject to, the terms and provisions of the Plan, which terms and provisions are incorporated herein by reference.  The Optionee hereby acknowledges that a copy of the Plan has been made and remains available to the Optionee.
5.Compliance with Laws.  The grant of the Option and issuance of Shares shall be subject to and in compliance with all applicable requirements of federal, state and foreign law with respect to such securities, other law or regulations and the requirements of any stock exchange or market system upon which the Stock may then be listed.  The Company’s inability to obtain 


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permission or other authorization from any relevant regulatory body necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority was not obtained.  As a condition to exercise of the Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto.
6.Governing Law.  To the extent federal law does not otherwise control, this Agreement shall be governed by the laws of the State of Missouri, without giving effect to principles of conflicts of laws.  The Optionee shall be solely responsible to seek advice as to the laws of any jurisdiction to which he or she may be subject, and participation by the Optionee in the Plan shall be on the basis of a warranty by the Optionee that he or she may lawfully so participate without the Company being in breach of the laws of any such jurisdiction.
7.Committee Discretion.  This Award has been made pursuant to a determination made by the Committee.  Notwithstanding anything to the contrary herein, the Committee shall have the authority as set forth in the Plan.
8.No Right to Continued Employment.  Nothing in this Agreement shall be deemed to create any limitation or restriction on such rights as the Company or its Affiliates or Parent otherwise would have to terminate the employment of the Optionee at any time for any reason.
9.Entire Agreement.  This Agreement and the Plan contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations between the parties with respect to the subject matter hereof.
10.Amendment.  No amendment or modification of this Agreement shall be valid unless the same shall be in writing and signed by the Company and Optionee.  The foregoing, however, shall not prevent the Company from amending or modifying the Plan except that no such amendment or modification shall adversely affect the Optionee’s rights under this Agreement.
11.Not Assignable or Transferable.  During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee.  The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution.  Notwithstanding the foregoing, the Optionee may request authorization from the Committee to assign his or her rights with respect to the Option granted herein to a trust or custodianship, the beneficiaries of which may include only the Optionee, the Optionee’s spouse or the Optionee’s lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Optionee may assign his or her rights accordingly.  In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Optionee under the Plan and this Agreement and shall be entitled to all the rights of the Optionee under the Plan.


	
				
	ACKNOWLEDGED 
AND ACCEPTED
	 
	POST HOLDINGS, INC.

	 
	 
	 
	 

	 
	 
	By:
	 

	Optionee
	 
	 
	 

	 
	 
	Name:
	 

	 
	 
	 
	 

	Date
	 
	Title:
	 








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