exv10w8






Exhibit 10.8




POST HOLDINGS, INC.




EXECUTIVE SAVINGS INVESTMENT PLAN



(Effective January 1, 2012)



 









 






POST HOLDINGS, INC.




EXECUTIVE SAVINGS INVESTMENT PLAN



(Effective January 1, 2012)



TABLE OF CONTENTS



	 	 	 	 	 
	 	 	Page
	PREAMBLE
	 	 	1	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	2	 
	1.1 “Account”
	 	 	2	 
	1.2 “Acquiring Person”
	 	 	2	 
	1.3 “Affiliate” or “Associate”
	 	 	2	 
	1.4 “Allocation Date”
	 	 	2	 
	1.5 “Basic Matched Contribution”
	 	 	2	 
	1.6 “Basic Unmatched Contribution”
	 	 	2	 
	1.7 “Beneficiary”
	 	 	2	 
	1.8 “Board”
	 	 	2	 
	1.9 “Change in Control”
	 	 	2	 
	1.10 “Code”
	 	 	3	 
	1.11 “Committee”
	 	 	3	 
	1.12 “Company”
	 	 	3	 
	1.13 “Company Matching Contribution”
	 	 	3	 
	1.14 “Compensation”
	 	 	3	 
	1.15 “Continuing Director”
	 	 	3	 
	1.16 “Deferral Election”
	 	 	3	 
	1.17 “Deferred Compensation Plan”
	 	 	3	 
	1.18 “Effective Date”
	 	 	3	 
	1.19 “Eligible Employee”
	 	 	3	 
	1.20 “Fund”
	 	 	3	 
	1.21 “Participant”
	 	 	4	 
	1.22 “Plan”
	 	 	4	 
	1.23 “Plan Year”
	 	 	4	 
	1.24 “Ralcorp Amounts”
	 	 	4	 
	1.25 “Separation from Service”
	 	 	4	 
	1.26 “SIP”
	 	 	5	 
	1.27 “SIP Refund Deferral Election”
	 	 	5	 
	1.28 “Stock”
	 	 	5	 
	1.29 “Unforeseeable Emergency”
	 	 	5	 
	1.30 “Year of Service”
	 	 	6	 
	1.31 “Rules of Construction”
	 	 	6	 
	 
	 	 	 	 
	ARTICLE II PARTICIPATION IN THE PLAN
	 	 	7	 
	2.1 Eligibility
	 	 	7	 






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	 	 	Page
	2.2 Commencement of Participation
	 	 	7	 
	 
	 	 	 	 
	ARTICLE III ACCOUNTS
	 	 	8 	 
	3.1 Deferral Election
	 	 	8	 
	3.2 Amount of Compensation Deferral
	 	 	8	 
	3.3 SIP Refund Deferral Election
	 	 	8	 
	3.4 Account Reflecting Deferred Compensation
	 	 	8	 
	3.5 Credits or Charges
	 	 	9	 
	3.6 Investment, Management and Use
	 	 	9	 
	3.7 Valuation of Stock
	 	 	9	 
	3.8 Continuation of Elections
	 	 	10	 
	 
	 	 	 	 
	ARTICLE IV FUNDS
	 	 	11 	 
	4.1 Fund Selection
	 	 	11	 
	4.2 Exchange
	 	 	11	 
	 
	 	 	 	 
	ARTICLE V DISTRIBUTION OF ACCOUNT
	 	 	12 	 
	5.1 Time of Distribution
	 	 	12	 
	5.2 Amount Distributed
	 	 	13	 
	5.3 Method of Distribution
	 	 	13	 
	5.4 Form of Payment
	 	 	14	 
	5.5 Distribution Upon Death
	 	 	14	 
	5.6 Designation of Beneficiary
	 	 	14	 
	 
	 	 	 	 
	ARTICLE VI NON-ASSIGNABILITY
	 	 	15 	 
	6.1 Non-Assignability
	 	 	15	 
	 
	 	 	 	 
	ARTICLE VII VESTING
	 	 	16 	 
	7.1 Vesting
	 	 	16	 
	 
	 	 	 	 
	ARTICLE VIII AMENDMENT OR TERMINATION OF THE PLAN
	 	 	17 	 
	8.1 Power to Amend Plan
	 	 	17	 
	8.2 Distribution of Plan Benefits Upon Termination
	 	 	17	 
	8.3 When Amendments Take Effect
	 	 	17	 
	8.4 Restriction on Retroactive Amendments
	 	 	17	 
	 
	 	 	 	 
	ARTICLE IX PLAN ADMINISTRATION
	 	 	18 	 
	9.1 Powers of the Committee
	 	 	18	 
	9.2 Indemnification
	 	 	18	 
	9.3 Claims Procedure
	 	 	19	 
	9.4 Expenses
	 	 	20	 
	9.5 Conclusiveness of Action
	 	 	20	 
	9.6 Release of Liability
	 	 	20	 
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS
	 	 	22 	 
	10.1 Plan Not a Contract of Employment
	 	 	22	 
	10.2 No Rights Under Plan Except as Set Forth Herein; Unsecured General Creditor
Status
	 	 	22	 






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	 	 	Page
	10.3 Rules
	 	 	22	 
	10.4 Withholding of Taxes
	 	 	22	 
	10.5 Severability
	 	 	22	 
	10.6 409A Compliance
	 	 	22	 
	10.7 Participant Responsibility
	 	 	23	 






iii









 






POST HOLDINGS, INC.




EXECUTIVE SAVINGS INVESTMENT PLAN



(Effective January 1, 2012)



PREAMBLE


Ralcorp Holdings, Inc. (“Ralcorp”) maintained the Ralcorp Holdings, Inc. Executive Savings
Investment Plan (the “Ralcorp Plan”). Ralcorp intends to distribute on a pro rata basis to the
holders of Ralcorp common stock at least 80% of the outstanding shares of Post Holdings, Inc. (the
“Company”) common stock owned by Ralcorp (“Spin-Off”). The Company hereby adopts the Post
Holdings, Inc. Executive Savings Investment Plan effective January 1, 2012 (Effective Date”),
subject to the completion of the Spin-Off.



As of the Spin-Off, account balances of the Company’s employees and former employees under the
Ralcorp Plan are hereby converted into account balances under this Plan upon terms and conditions
approved by the Committee, and the Company is responsible under this Plan for the payment of all
liabilities and obligations for benefits unpaid with respect to all such transferred accounts.



The Plan as set out herein is intended to be an unfunded retirement plan for a select group of
management or highly compensated employees which, for deferrals after December 31, 2004, meets the
requirements of Section 409A of the Code. Deferrals prior to January 1, 2005 that are intended to
be grandfathered under Section 409A of the Code are not governed by, covered under, or otherwise
subject to the terms of this document.



The purpose of the Plan is to enhance the profitability and value of the Company for the benefit of
its shareholders by providing a supplemental retirement program to attract, retain and motivate
selected employees who make important contributions to the success of the Company.




 









 








ARTICLE I




DEFINITIONS



As used in this Plan, the following capitalized words and phrases have the meanings indicated,
unless the context requires a different meaning:




          1.1 “Account” means the bookkeeping account established for each Participant to reflect
amounts credited to such Participant under the Plan, including any subaccount(s) established by the
Committee to record different types of credits.




          1.2 “Acquiring Person” means any person or group of Affiliates or Associates who is or becomes
the beneficial owner, directly or indirectly, of 20% or more of the outstanding Stock.




          1.3 “Affiliate” or “Associate” shall have the meanings set forth as of March 1, 1994 in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.




          1.4 “Allocation Date” means each day the New York Stock Exchange is open for business.




          1.5 “Basic Matched Contribution” means the amount elected in a Participant’s Deferral Election
as a Basic Matched Contribution for a given Plan Year, less the amount that the Company would
contribute as a Basic Matched Contribution under the SIP for the Participant for that Plan Year if
the Deferral Election were irrevocable as of the beginning of the Plan Year for purposes of the
SIP.




          1.6 “Basic Unmatched Contribution” means the amount elected in a Participant’s Deferral
Election as a Basic Unmatched Contribution for a given Plan Year, less the amount that the Company
would contribute as a Basic Unmatched Contribution under the SIP for the Participant for that Plan
Year if the Deferral Election were irrevocable as of the beginning of the Plan Year for purposes of
the SIP.




          1.7 “Beneficiary” means the person or persons designated by a Participant, or otherwise
entitled, to receive any amount credited to his Account that remains undistributed at his death.




          1.8 “Board” means the Board of Directors of the Company.




          1.9 “Change in Control” means the time when (i) any person, either individually or together with
such person’s Affiliates or Associates, shall become the beneficial owner, directly or indirectly,
of more than 50% of the outstanding Stock and there shall have been a public announcement of such
occurrence by the Company or such person or (ii) during any twelve (12) month period individuals
who shall qualify as Continuing Directors shall have ceased for any reason to constitute at least a
majority of the Board; provided, however, that in the case of either clause (i) or clause (ii), a
Change in Control shall not be deemed to have occurred if the event shall have been approved prior
to the occurrence thereof by a majority of the Continuing Directors who shall then be






2









 







members of the Board. Notwithstanding anything to the contrary, an event shall not be a Change in
Control if it is not a change in control as that term is used in Section 409A of the Code.




          1.10 “Code” means the Internal Revenue Code of 1986, as amended from time to time.




          1.11 “Committee” means the Corporate Governance and Compensation Committee of the Board of
Directors.




          1.12 “Company” means Post Holdings, Inc., a Missouri corporation, and any successor thereto.




          1.13 “Company Matching Contribution” means a matching contribution credited to a Participant’s
Account with respect to a Participant’s Basic Matched Contribution at the rate shown in Appendix A.




          1.14 “Compensation” means Compensation as that term is defined in the SIP, without regard to
the limit of Section 401(a)(17) of the Code.




          1.15 “Continuing Director” means any member of the Board of Directors of Post Holdings, Inc., while
such person is a member of such Board, who is not an Affiliate or Associate of an Acquiring Person
or of any such Acquiring Person’s Affiliate or Associate and was a member of such Board prior to
the time when such Acquiring Person became an Acquiring Person, and any successor of a Continuing
Director, while such successor is a member of such Board, who is not an Acquiring Person or an
Affiliate or Associate of an Acquiring Person or a representative or nominee of an Acquiring Person
or of any Affiliate or Associate of such Acquiring Person and is recommended or elected to succeed
the Continuing Director by a majority of the Continuing Directors.




          1.16 “Deferral Election” means an agreement under the SIP, which also shall apply under this
Plan, between a Participant and the Company under which the Participant agrees to a deferral of his
Compensation.




          1.17 “Deferred Compensation Plan” means the Post Holdings, Inc. Deferred Compensation Plan for
Key Employees.




          1.18 “Effective Date” means January 1, 2012.




          1.19 “Eligible Employee” means an employee of the Company, or a subsidiary or affiliate of the
Company, who is a member of a select group of management or highly compensated employees and who is
eligible to participate in the Post Holdings, Inc. Deferred Compensation Plan for Key Employees.




          1.20 “Fund” means one or more of the measurement investment funds available under the Plan for
purposes of crediting or debiting hypothetical investment gains and losses to the Accounts of
Participants. The investment funds available under the Plan shall be identical to the extent
possible to those approved by the Employee Benefit Trustees Committee under the SIP. Each Fund
shall be subject to all terms, conditions and fees established from time to time by the Fund
sponsor.







3









 








          1.21 “Participant” means any Eligible Employee who satisfies the conditions for participation
in the Plan set forth in Section 2.1. In addition, Participant means any current or former
employee of the Company or its subsidiaries whose name is listed on Appendix C hereto, to the
extent an Account is Credited with Ralcorp Amounts on behalf of such individual under this Plan.




          1.22 “Plan” means the Post Holdings, Inc. Executive Savings Investment Plan, as originally
adopted and as from time to time amended.




          1.23 “Plan Year” means the accounting year of the Plan, which ends on December 31.




          1.24 “Ralcorp Amounts” means amounts credited to the Plan in accordance with Section 3.4.




          1.25 “Separation from Service” means the date a Participant separates from service within the
meaning of Code Section 409A. Generally, a Participant separates from service if the Participant
dies, retires, or otherwise has a termination of employment with the Company, determined in
accordance with the following:





     (a) Leaves of Absence. The employment relationship is treated as continuing
intact while the Participant is on military leave, sick leave, or other bona fide leave of
absence if the period of such leave does not exceed six (6) months, or, if longer, so long
as the Participant retains a right to reemployment with the Company under an applicable
statute or by contract. A leave of absence constitutes a bona fide leave of absence only if
there is a reasonable expectation that the Participant will return to perform services for
the Company. If the period of leave exceeds six (6) months and the Participant does not
retain a right to reemployment under an applicable statute or by contract, the employment
relationship is deemed to terminate on the first date immediately following such six
(6)-month period. Notwithstanding the foregoing, where a leave of absence is due to any
medically determinable physical or mental impairment that can be expected to result in death
or can be expected to last for a continuous period of not less than six (6) months, where
such impairment causes the Participant to be unable to perform the duties of his or her
position of employment or any substantially similar position of employment, a twenty-nine
(29)-month period of absence shall be substituted for such six (6)-month period.




     (b) Dual Status. Generally, if a Participant performs services both as an
employee and an independent contractor, such Participant must separate from service both as
an employee, and as an independent contractor pursuant to standards set forth in Treasury
Regulations, to be treated as having a separation from service. However, if a Participant
provides services to the Company as an employee and as a member of the Board, and if any
plan in which such person participates as a Board member is not aggregated with this Plan
pursuant to Treasury Regulation section 1.409A-1(c)(2)(ii), then the services provided as a
director are not taken into account in determining whether the Participant has a separation
from service as an employee for purposes of this Plan.




     (c) Termination of Employment. Whether a termination of employment has
occurred is determined based on whether the facts and circumstances indicate that the



4









 






	 	 	Company and the Participant reasonably anticipated that no further services would be
performed after a certain date or that the level of bona fide services the Participant would
perform after such date (whether as an employee or as an independent contractor, except as
provided in section 1.25(b)) would permanently decrease to no more than twenty (20) percent
of the average level of bona fide services performed (whether as an employee or an
independent contractor, except as provided in section 1.25(b)) over the immediately
preceding thirty-six (36)-month period (or the full period of services to the Company if the
Participant has been providing services to the Company less than thirty-six (36) months).
For periods during which a Participant is on a paid bona fide leave of absence and has not
otherwise terminated employment as described above, for purposes of this paragraph (c) the
Participant is treated as providing bona fide services at a level equal to the level of
services that the Participant would have been required to perform to receive the
compensation paid with respect to such leave of absence. Periods during which a Participant
is on an unpaid bona fide leave of absence and has not otherwise terminated employment are
disregarded for purposes of this subsection (c) (including for purposes of determining the
applicable thirty-six (36)-month (or shorter) period). For the avoidance of doubt, no
Participant shall be treated as incurring a Separation from Service, termination of
employment, retirement, or other similar event for purposes of determining the right to
distribution, vesting, benefits, or any other purpose under the Plan as a result of the
Spin-Off (as defined in the Preamble).






     (d) Service with Related Companies. For purposes of determining whether a
Separation from Service has occurred, the “Company” shall include the Company or a
subsidiary or affiliate, as applicable, and any other entity that is aggregated with the
Company or such subsidiary or affiliate pursuant to Code section 414(b) or (c).



          1.26 “SIP” means the Post Holdings, Inc. Savings Investment Plan.




          1.27 “SIP Refund Deferral Election” means an agreement between a Participant and the Company
under which the Participant agrees to a deferral of his Compensation in an amount equal to the
amount of the refund in a given Plan Year from the SIP as a result of the SIP’s nondiscrimination
requirements of the Participant’s pre-tax contributions and associated Company matching
contributions for a prior Plan Year and related earnings.




          1.28 “Stock” means the Company’s $.01 par value common stock or any such other security outstanding
upon the reclassification of the Company’s common stock, including, without limitation, any Stock,
split-up, Stock dividend, or other distributions of stock in respect of Stock, or any reverse Stock
split-up, or recapitalization of the Company or any merger or consolidation of the Company with any
Affiliate, or any other transaction, whether or not with or into or otherwise involving an
Acquiring Person.




          1.29 “Unforeseeable Emergency” means a severe financial hardship to a Participant resulting
from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as
defined in Code section 152 (without regard to 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant,
loss of the Participant’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant.
The Committee will determine the existence of an Unforeseeable Emergency, based on the supporting
facts, circumstances, and documentation provided by the Participant.







5









 








          1.30 “Year of Service” means a Participant’s Period of Service, as that term is used in the
SIP, expressed in years.




          1.31 “Rules of Construction”





     (a) Governing law. The construction and operation of this Plan are governed
by the laws of the State of Missouri.




     (b) Headings. The headings of Articles, Sections and Subsections are for
reference only and are not to be utilized in construing the Plan.




     (c) Gender. Unless clearly inappropriate, all pronouns of whatever gender
refer indifferently to persons or objects of any gender.




     (d) Singular and plural. Unless clearly inappropriate, singular items refer
also to the plural and vice versa.




     (e) Severability. If any provision of this Plan is held illegal or invalid
for any reason, the remaining provisions are to remain in full force and effect and to be
construed and enforced in accordance with the purposes of the Plan as if the illegal or
invalid provision did not exist.



6









 





ARTICLE II




PARTICIPATION IN THE PLAN



          2.1 Eligibility. Participation in the Plan shall be limited to Eligible Employees. If the
Committee determines that a Participant no longer qualifies as being a member of a select group of
management or highly compensated employees, the Participant shall cease to be eligible to make
Deferral Elections, but will continue to participate in the Plan with respect to existing amounts
credited to his Account. A Committee determination that a Participant is no longer eligible may
not result in a mid-year rescission of a Deferral Election.




          2.2 Commencement of Participation. To participate in the Plan, an Eligible Employee shall
defer Compensation earned during a Plan Year by making a Deferral Election in the manner set forth
in Section 3.1 or a SIP Refund Deferral Election in the manner set forth in Section 3.3.




7









 








ARTICLE III




ACCOUNTS



          3.1 Deferral Election. Each Plan Year, a Participant may execute a Deferral Election. A
Deferral Election is irrevocable for purposes of this Plan upon the beginning of the Plan Year (or
the period otherwise described below in this Section 3.1) to which it applies. Any Deferral
Election shall be made prior to the commencement of the Plan Year in which the Compensation that is
the subject of the Deferral Election will be earned. Notwithstanding the foregoing, an individual
who first becomes an Eligible Employee subsequent to the first day of any Plan Year (and was not
previously eligible to participate in a plan which is treated with this Plan as one plan under
Treasury Regulation section 1.409A-1(c)(2)) may make a Deferral Election, applicable to the period
from the Eligible Employee’s initial entry date to the end of the Plan Year, provided the Deferral
Election is made within 30 days of becoming an Eligible Employee and prior to the performance of
services by a Participant for the period covered by the election. The amount of a Participant’s
Compensation deferred under this Plan by a Deferral Election shall be credited to the Participant’s
Account as soon as administratively practicable.




          3.2 Amount of Compensation Deferral. Deferrals pursuant to a Deferral Election for a
Participant under this Plan for a Plan Year shall commence once a limit is realized under the SIP
for Basic Matched Contributions or Basic Unmatched Contributions, as applicable that prevents the
full amount elected under the Participant’s Deferral Election from being deferred under the SIP.




          3.3 SIP Refund Deferral Election. Each Plan Year, a Participant may execute a SIP Refund
Deferral Election. A SIP Refund Deferral Election is irrevocable for purposes of this Plan upon
the beginning of the Plan Year (or the period otherwise described below in this Section 3.3) to
which it applies. Any SIP Refund Deferral Election shall be made prior to the commencement of the
Plan Year in which the Compensation that is the subject of the SIP Refund Deferral Election will be
earned. Notwithstanding the foregoing, an individual who first becomes an Eligible Employee
subsequent to the first day of any Plan Year (and was not previously eligible to participate in a
plan which is treated with this Plan as one plan under Treasury Regulation section 1.409A-1(c)(2))
may make a SIP Refund Deferral Election, applicable to the period from the Eligible Employee’s
initial entry date to the end of the Plan Year, provided the SIP Refund Deferral Election is made
within 30 days of becoming an Eligible Employee and prior to the performance of services by a
Participant for the period covered by the election. The amount of a Participant’s Compensation
deferred under this Plan by a SIP Refund Deferral Election shall be credited to the Participant’s
Account in equal installments over the remaining payroll periods in the Plan Year after the date
the SIP Refund Deferral Election is made and processed by the Committee.




          3.4 Account Reflecting Deferred Compensation. The Committee shall establish and maintain a
separate Account for each Participant which shall reflect the amount of the Participant’s total
contributions under this Plan and all credits or charges under Section 3.5 from time to time. All
amounts credited or charged to a Participant’s Account hereunder shall be in a manner and form
determined within the sole discretion of the Committee. The amount credited to an account under
the Ralcorp Holdings, Inc. Executive Savings Investment Plan as of the Spin-Off with respect to a
Participant listed on Appendix C shall be credited to such Participant’s Account as Ralcorp Amounts
under this Plan in a separate bookkeeping subaccount and shall include earnings and losses credited






8









 







pursuant to Section 3.5. Ralcorp Amounts shall be invested in accordance with Section 3.6 and
Article IV and distributed in accordance with Article V. On and after the Spin-Off, the Company
shall assume all liabilities relating to the Ralcorp Amounts, and Ralcorp Holdings, Inc. and its
affiliates shall have no liability therefor.




          3.5 Credits or Charges.





     (a) Company Matching Contributions. A Participant shall be credited with
Company Matching Contributions as of the dates as of which the Participant’s Basic Matched
Contributions are credited to the Plan.




     (b) Earnings or Losses. As of each Allocation Date during a Plan Year, a
Participant’s Account shall be credited or debited with earnings or losses equal to the
earnings, gain or loss on the Funds indicated as preferred by a Participant for the Plan
Year or for the portion of such Plan Year in which the Account is deemed to be invested.




     (c) Balance of Account. As of each Allocation Date, the amount credited to a
Participant’s Account shall be the amount credited to his Account as of the immediately
preceding Allocation Date, plus the Participant’s contribution credits since the immediately
preceding Allocation Date, minus any amount that is paid to or on behalf of a Participant
pursuant to this Plan subsequent to the immediately preceding Allocation Date, plus or minus
any hypothetical investment gains or losses determined pursuant to Section 3.5(b) above.




     (d) Change in Control. Upon a Change in Control, all amounts deemed to be
invested in the Post Holdings, Inc. Common Stock Fund shall be immediately converted to the
Fund that is a money market fund.



          3.6 Investment, Management and Use. The Company shall have sole control and discretion over
the investment, management and use of all amounts credited to a Participant’s Account until such
amounts are distributed pursuant to Article V. Notwithstanding any other provision of this Plan or
any notice, statement, summary or other communication provided to a Participant that may be
interpreted to the contrary, the Funds are to be used for measurement purposes only, and a
Participant’s election of any such Fund, the determination of credits and debits to his Account
based on such Funds, the Company’s actual ownership of such Funds, and any authority granted under
this Plan to a Participant to change the investment of the Company’s assets, if any, may not be
considered or construed in any manner as an actual investment of the Account in any such Fund or to
constitute a funding of this Plan.




          3.7 Valuation of Stock. In any situation in which it is necessary to value Stock, the value
of the Stock shall be the closing price as reported by the New York Stock Exchange — Composite
Transactions on the date in question, or, if the Stock is not quoted on such composite tape or if
the Stock is not listed on such exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as amended, on which the Stock is listed, or
if the Stock is not listed on any such exchange, the average of the closing bid quotations with
respect to a share of the Stock during the ten (10) days immediately preceding the date in question
on the National Association of Securities Dealers, Inc. Automated Quotations System or any system
then in use, or if no such






9









 







quotations are available, the fair market value on the date in question of a share of the
Stock as determined by a majority of the Continuing Directors in good faith.




          3.8 Continuation of Elections. On the date of the Spin-Off, all deferral elections, including
any SIP refund deferral elections, in effect under the Ralcorp Holdings, Inc. Executive Savings
Investment Plan with respect to Participants listed on Appendix C hereto shall transfer to, be
recognized as a Deferral Election or SIP Refund Deferral Election, as applicable, by, and remain in
effect for the year or the applicable period to which it relates under this Plan.




10









 








ARTICLE IV




FUNDS



          4.1 Fund Selection. The rate at which earnings and losses shall be credited to a Participant’s
Account shall be determined in accordance with one or more Funds selected by the Participant; if a
Participant does not select a Fund the Fund applicable for that Participant shall be the Fund that
is a money market fund. Notwithstanding anything to the contrary, a Participant shall have one
election in effect at any given time that applies to Fund selections under both this Plan and the
Deferred Compensation Plan, and the most recent Fund selection under either this Plan or the
Deferred Compensation Plan shall apply to and shall supersede any previous Fund selection under the
other plan. Fund selections recognized under the Ralcorp Holdings, Inc. Executive Savings
Investment Plan immediately prior to the Spin-Off shall be recognized under this Plan until
superseded or otherwise changed in accordance with this Plan; provided, however, that Ralcorp
Amounts deemed invested in the Ralcorp Holdings, Inc. stock fund immediately prior to the Spin-Off
shall be deemed invested in a Fund selected by the Committee until the Participant elects a
replacement Fund (if and to the extent permitted by the Committee).



If a Fund elected by a Participant is removed, a Fund selected by the Employee Benefit Trustees
Committee under the SIP shall apply in its place until the Participant elects a replacement Fund.
For purposes of calculating earnings and losses attributable to a Fund, any amount shall be deemed
to be invested in the Fund as of the date determined appropriate by the Committee.




          4.2 Exchange. Subject to any limitations established by the Committee, including the timeliness of
a request, a Participant may exchange Funds as of the close of each business day. Notwithstanding
anything to the contrary, no exchange may be made between the Post Holdings, Inc. Common Stock Fund
and any other Fund.





11









 








ARTICLE V




DISTRIBUTION OF ACCOUNT



          5.1 Time of Distribution.





     (a) General. Payment of the vested amount credited to a Participant’s
Account shall be made or commence within 90 days following the earlier of the following:




     (i) a Change in Control of the Company (to the extent provided in an
election form);




     (ii) the occurrence of an Unforeseeable Emergency; provided that a
withdrawal with respect to an Unforeseeable Emergency may not exceed the amount
necessary to satisfy the emergency need, plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into account the
extent to which such hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Participant’s assets
(to the extent the liquidation of such assets itself would not cause severe financial
hardship); or




     (iii) Separation from Service.




     (b) Specified Employee. Notwithstanding any provision of the Plan to the
contrary, if a Participant is a “specified employee” within the meaning of Section 409A of
the Code, no portion of his or her Account shall be distributed on account of a Separation
from Service before the earlier of (a) the date which is six (6) months following the date
of the Participant’s Separation from Service, or (b) the date of death of the Participant.
Amounts that would have been paid during the delay will be paid on the first business day
following the end of the six month delay. The Company’s specified employees shall be
determined in accordance with the special rules for spin-offs under Treas. Reg. Section
1.409A-1(i)(6)(iii), or any successor thereto, for the period indicated in such regulation.




     (c) Deferred Time of Payment. In the discretion of the Committee, a
Participant may elect to modify the form and time at which payment of his benefit shall be
paid, in accordance with the following:




     (i) any such election must be received by the Committee or its
designee no less than twelve (12) months prior to the Participant’s scheduled payment
date (or in the case of annual installments pursuant to Section 5.3(b) or (c), twelve
(12) months prior to the date the first amount was scheduled to be paid), if
applicable;




     (ii) the election shall not take effect until twelve (12) months after
the date on which the new election is made; and




     (iii) the payment with respect to which such election is made is
deferred for a period of not less than 5 years from the date the payment otherwise
would have been made (or in the case of annual installments pursuant to Section
5.3(b) or (c), 5 years from the date the first amount was scheduled to be paid).



12









 






	 	 	Notwithstanding anything to the contrary, but subject to Section 5.1(b), Ralcorp Amounts
shall be distributed at the time determined in accordance with the Ralcorp Holdings, Inc.
Executive Savings Investment Plan as of the Spin-Off. Distribution elections effective
under such Plan as of the Spin-Off with respect to Participants listed on Appendix C shall
be recognized under this Plan, subject to permitted modifications described herein.






	 	 	The Committee, in its discretion, may limit the number of times a Participant may modify his
elected time of payment and establish such other limitations as it deems advisable for the
proper administration of the Plan.






	 	 	Notwithstanding anything to the contrary, a Participant shall have one election in effect at
any given time that applies to distributions under both this Plan and under the Deferred
Compensation Plan, and the most recent distribution election under either this Plan or the
Deferred Compensation Plan shall apply to and shall supersede any previous distribution
elections under the other plan.





          5.2 Amount Distributed. The amount distributed to a Participant shall be determined as of the
Allocation Date as of which distribution is made, or as of the most recent Allocation Date
preceding the date as of which distribution is made, pursuant to the Committee’s practice for
different methods of distributions, with actual payment occurring as soon as practicable
thereafter.




          5.3 Method of Distribution. Distribution to a Participant under this Plan shall be made in
the same form as the Participant has elected with respect to his benefits under the Deferred
Compensation Plan. If a Participant does not have such an election in effect under the Deferred
Compensation Plan, he shall elect the method of distribution from among any of the following forms,
as specified on the Participant’s Deferral Election, subject to change pursuant to Section 5.1(c):





     (a) Single payment in the form(s) determined pursuant to Section 5.4;




     (b) Annual installments over five years; or




     (c) Annual installments over ten years.


A Participant may elect a different method of distribution for a distribution upon a Change in
Control than upon a Separation from Service. If a Participant does not make a timely election for
the method of distribution, his method of distribution shall be a lump sum.



Notwithstanding anything to the contrary, a Participant’s Account shall be paid in a lump sum if
the balance does not exceed the dollar amount under Section 402(g)(1)(B) of the Code ($17,000 for
2012), and if the payment results in the termination and liquidation of the Participant’s entire
interest under the Plan, and any other plans that are treated with this Plan as one plan under
Treasury Regulation section 1.409A-1(c)(2). Distribution election forms in effect under the
Ralcorp Holdings, Inc. Executive Savings Investment Plan immediately prior to the Spin-Off for
Participants listed on Appendix C shall be recognized under this Plan, subject to permitted
modifications as described herein.







13









 








          5.4 Form of Payment. All payments made pursuant to this Plan shall be in cash, except for
amounts credited to the Post Holdings, Inc. Common Stock Fund, which shall be paid in Stock,
subject in any case to the Committee’s discretion to change the form of payment.




          5.5 Distribution Upon Death. If a Participant dies before completing the payment of his Account,
the unpaid Account balance shall be paid to a Participant’s designated Beneficiary in a single
payment in the form(s) determined pursuant to Section 5.4 within sixty (60) days following the
Participant’s date of death.




          5.6 Designation of Beneficiary. A Participant shall designate a Beneficiary on a form to be
supplied by the Committee. The Beneficiary designation may be changed by the Participant at any
time, but any such change shall not be effective until the Beneficiary designation form completed
by the Participant is delivered to and received by the Committee. In the event that the Committee
receives more than one Beneficiary designation form from the Participant, the form bearing the most
recent date shall be controlling. If the Committee does not have a valid Beneficiary designation of
a Participant at the time of the Participant’s death, then the Participant’s Beneficiary shall be
the Participant’s estate. The beneficiary designation, if any, in effect under the Ralcorp
Holdings, Inc. Executive Savings Investment Plan immediately prior to the Spin-Off with respect to
Participants listed on Appendix C shall be recognized under this Plan and shall be deemed the
Participant’s valid Beneficiary designation hereunder, subject to permitted changes as described
herein.





14









 








ARTICLE VI




NON-ASSIGNABILITY



          6.1 Non-Assignability. Neither a Participant nor any Beneficiary of a Participant shall have
any right to commute, sell, assign, pledge, transfer or otherwise convey the right to receive his
Account until his Account is actually distributed to a Participant or his Beneficiary. The portion
of the Account which has not been distributed shall not be subject to attachment, garnishment or
execution for the payment of any debts, judgments, alimony or separate maintenance and shall not be
transferable by operation of law in the event of bankruptcy or insolvency of a Participant or a
Participant’s Beneficiary.




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ARTICLE VII




VESTING



          7.1 Vesting. Each Participant shall be fully (100%) vested in his Basic Matched Contributions
and Basic Unmatched Contributions, and earnings thereon, at all times. The vested percentage of a
Participant’s Company Matching Contributions and other matching contributions credited as Ralcorp
Amounts and earnings thereon shall be determined in accordance with Appendix B. Upon a
Participant’s Separation from Service, the amount credited to the Participant’s Account that is not
vested shall be forfeited.




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ARTICLE VIII




AMENDMENT OR TERMINATION OF THE PLAN



          8.1 Power to Amend Plan. The power to amend, modify or terminate this Plan at any time is reserved
to the Committee, except that the Chief Executive Officer of the Company may make amendments to
resolve ambiguities, supply omissions and cure defects, any amendments deemed necessary or
desirable to comply with federal tax law or regulations to avoid adverse tax consequences, and any
other amendments deemed necessary or desirable, which shall be reported to the Committee.
Notwithstanding the foregoing, no amendment, modification or termination which would reasonably be
considered to be adverse to a Participant or Beneficiary may apply to or affect the terms of any
deferral of Compensation prior to the effective date of such amendment, modification or
termination, without the consent of the Participant or Beneficiary affected thereby. Any amendment
made to this Plan shall be in accordance with Section 409A of the Code and the regulations
thereunder. Any amendment made in accordance with this Section 8.1 is binding upon all
Participants and their Beneficiaries, the Committee and all other parties in interest.




          8.2 Distribution of Plan Benefits Upon Termination. Upon the full termination of the Plan,
the Committee shall direct the distribution of the benefits of the Plan to the Participants in a
manner that is consistent with and satisfies the provisions of Article V and Section 409A of the
Code to the extent applicable.




          8.3 When Amendments Take Effect. A resolution amending or terminating the Plan becomes
effective as of the date specified therein.




          8.4 Restriction on Retroactive Amendments. No amendment may be made that retroactively
deprives a Participant of any benefit accrued before the date of the amendment.




17









 








ARTICLE IX




PLAN ADMINISTRATION



          9.1 Powers of the Committee. In carrying out its duties with respect to the general
administration of the Plan, the Committee has, in addition to any other powers conferred by the
Plan or by law, the following powers:





     (a) to determine all questions relating to eligibility to participate in the
Plan;




     (b) to compute and certify to an appropriate party the amount and kind of
distributions payable to Participants and their Beneficiaries;




     (c) to maintain all records necessary for the administration of the Plan that
are not maintained by any recordkeeper;




     (d) to interpret the provisions of the Plan and to make and publish such
rules for the administration of the Plan as are not inconsistent with the terms thereof;




     (e) to establish and modify the method of accounting for the Plan;




     (f) to employ counsel, accountants and other consultants to aid in exercising
its powers and carrying out its duties hereunder; and




     (g) to perform any other acts necessary and proper for the administration of
the Plan.



          9.2 Indemnification





     (a) Indemnification of Members of the Committee by the Company. The Company
agrees to indemnify and hold harmless each member of the Committee against any and all
expenses and liabilities arising out of his action or failure to act in such capacity,
excepting only expenses and liabilities arising out of his own willful misconduct or gross
negligence. This right of indemnification is in addition to any other rights to which any
member of the Committee may be entitled.




     (b) Liabilities for Which Members of the Committee are Indemnified.
Liabilities and expenses against which a member of the Committee is indemnified hereunder
include, without limitation, the amount of any settlement or judgment, costs, counsel fees
and related charges reasonably incurred in connection with a claim asserted or a proceeding
brought against him or the settlement thereof.




     (c) Company’s Right to Settle Claims. The Company may, at its own expense,
settle any claim asserted or proceeding brought against any member of the Committee when
such settlement appears to be in the best interests of the Company.



18









 





          9.3 Claims Procedure. A Participant or Beneficiary or other person who feels he is entitled to a
benefit or right provided under the Plan (hereinafter referred to as “Claimant”) may make a claim,
i.e., a request for benefits under this Plan, pursuant to the Committee’s procedures.





     (a) Company Action. The Company shall, within 90 days after its receipt of
such claim, make its determination. However, if special circumstances require an extension
of time for processing the claim, the Company shall furnish the Claimant, within 90 days
after its receipt of such claim, written notification of the extension explaining the
circumstances requiring such extension and the date that it is anticipated that such written
statement will be furnished, and shall provide such Claimant with its determination not
later than 180 days after receipt of the Claimant’s claim.




	 	 	In the event the claim is denied, the Company shall provide such Claimant a written
statement of the Adverse Benefit Determination, as defined in Subsection (d) below. The
notice of Adverse Benefit Determination shall be delivered or mailed to the Claimant by
certified or registered mail to his last known address, which statement shall contain the
following:






     (i) the specific reason or reasons for Adverse Benefit Determination;




     (ii) a reference to the specific provisions of the Plan upon which the
Adverse Benefit Determination is based;




     (iii) a description of any additional material or information that is
necessary for the Claimant to perfect the claim;




     (iv) an explanation of why that material or information is necessary;
and




     (v) an explanation of the review procedure provided below, including
applicable time limits and a notice of a Claimant’s rights to bring a legal action
under ERISA after an Adverse Benefit Determination on appeal.




     (b) Procedures for Appealing an Adverse Benefit Determination. Within 60
days after receipt of a notice of an Adverse Benefit Determination as provided above, if the
Claimant disagrees with the Adverse Benefit Determination, the Claimant, or his authorized
representative, may request, in writing, that the Committee review his claim and may request
to appear before the Committee for such review. If the Claimant does not request a review
of the Adverse Benefit Determination within such 60 day period, he shall be barred and
estopped from appealing the Company’s Adverse Benefit Determination. Any appeal shall be
filed with the Committee at the address prescribed by the Committee, and it shall be
considered filed on the date it is received by the addressee. In deciding any appeal, the
Committee shall act in its capacity as a named Fiduciary.




	 	 	The Claimant shall have the rights to:






     (i) submit written comments, documents, records and other information
relating to the claim for benefits;



19









 






     (ii) request, free of charge, reasonable access to, and copies of all
documents, records and other information relevant to his claim for benefits.




     (c) Response on Appeal. Within 60 days after receipt by the Committee of a
written application for review of a Claimant’s claim, the Committee shall notify the
Claimant of its decision by delivery or by certified or registered mail to his last known
address; provided, however, in the event that special circumstances require an extension of
time for processing such application, the Committee shall so notify the Claimant of its
decision not later than 120 days after receipt of such application.




	 	 	In the event the Committee’s decision on appeal is adverse to the Claimant, the Committee
shall issue a written notice of an Adverse Benefit Determination on Appeal that will contain
all of the following information, in a manner calculated to be understood by the Claimant:






     (i) the specific reason(s) for the Adverse Benefit Determination on
Appeal;




     (ii) reference to specific plan provisions on which the benefit
determination is based;




     (iii) a statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to and copies of all documents, records
and other information relevant to the Claimant’s claim for benefits; and a statement
of the Claimant’s right to bring an action under ERISA Section 502(a).




     (d) Definition. As used herein, the term “Adverse Benefit Determination”
shall mean a determination that results in any of the following: the denial, reduction, or
termination of, or a failure to provide or make payment (in whole or in part) for, a
benefit, including any such denial, reduction, termination, or failure to provide or make
payment that is based on a determination of the Claimant’s eligibility to participate in the
Plan.




     (e) A Claimant may bring a legal action with respect to a claim only if (i)
all procedures described above have been exhausted, and (ii) the action is commenced within
ninety (90) days after a decision on review is furnished. In light of the Company’s
substantial contacts with the State of Missouri, the fact that the Company is headquartered
in St. Louis, Missouri, and the Company’s establishment of, and the Committee’s maintenance
of, this Plan in Missouri, any legal action brought by a Claimant shall be filed and
conducted exclusively in the federal courts in the Eastern District of Missouri.



          9.4 Expenses. All expenses of the Committee with respect to the Plan shall be paid by the
Company.




          9.5 Conclusiveness of Action. Any action on matters within the discretion of the Committee
will be conclusive, final and binding upon all Participants and upon all persons claiming any
rights under the Plan, including Beneficiaries.




          9.6 Release of Liability. By participating in the Plan, each Participant and Beneficiary
automatically releases the Company, its employees, the Committee, the Board and each member of the
Board from any liability due to any failure to follow the requirements of Section 409A






20









 







of the Code, unless such failure was the result of an action or failure to act that was
undertaken by the Company in bad faith. Further, by participating in the Plan, each Participant
and Beneficiary automatically (1) releases Ralcorp Holdings, Inc., its employees, the Corporate
Governance and Compensation Committee of the Board of Directors of Ralcorp Holdings, Inc., the
Board of Directors of Ralcorp Holdings, Inc. and each member of such Board of Directors, and each
of their affiliates, successors, predecessors, assigns, transferees, agents, counsel, plans, and
insurers, from any and all liabilities in connection with the Ralcorp Holdings, Inc. Executive
Savings Investment Plan and this Plan, (2) agrees to the assignment and transfer of the rights,
benefits, obligations, and other liabilities pursuant to the Ralcorp Holdings, Inc. Executive
Savings Investment Plan to the Company and this Plan, and (3) agrees that Ralcorp Holdings, Inc.
shall not guarantee the payment of such transferred rights, benefits, obligations, and other
liabilities in the event that the Plan and the Company fail to pay them or otherwise.







21









 








ARTICLE X




MISCELLANEOUS



          10.1 Plan Not a Contract of Employment. The adoption and maintenance of the Plan does not
constitute a contract between the Company and any Participant or to be a consideration for the
employment of any person. Nothing herein contained gives any Participant the right to be retained
in the employ of the Company or derogates from the right of the Company to discharge any
Participant at any time without regard to the effect of such discharge upon his rights as a
Participant in the Plan.




          10.2 No Rights Under Plan Except as Set Forth Herein; Unsecured General Creditor Status.
Nothing in this Plan, express or implied, is intended, or shall be construed, to confer upon or
give to any person, firm, association, or corporation, other than the parties hereto and their
successors in interest, any right, remedy, or claim under or by reason of this Plan or any
covenant, condition, or stipulation hereof, and all covenants, conditions and stipulations in this
Plan, by or on behalf of any party, are for the sole and exclusive benefit of the parties hereto.
The obligations of the Company under the Plan shall be merely that of an unfunded and unsecured
promise to pay money in the future. The benefits paid under the Plan shall be paid from the
general assets of the Company, and the Participants and any Beneficiary or their heirs or
successors shall be unsecured general creditors of the Company with no special or prior right to
any assets of the Company for payment of any obligations hereunder. Notwithstanding the foregoing,
nothing in this Section shall preclude the Company, in its sole discretion, from establishing a
“rabbi trust” or other vehicle in connection with the operation of this Plan, provided that no such
action shall cause the Plan to fail to be an unfunded plan designed to provide deferred
compensation benefits for a select group of management or highly compensated employees.




          10.3 Rules. The Committee shall have full and complete discretionary authority to construe
and interpret provisions of the Plan and to determine a Participant’s eligibility for benefits on a
uniform, nondiscriminatory basis in similar fact situations. The Committee may adopt such rules as
it deems necessary, desirable or appropriate. All rules and decisions shall be uniformly applied to
all Participants in similar circumstances.




          10.4 Withholding of Taxes. The Committee shall cause taxes to be withheld from an Account
distributed hereunder as required by law, and shall comply with all reporting requirements
applicable to amounts deferred and distributed under this Plan.




          10.5 Severability. If any provision of this Plan is determined to be invalid or illegal, the
remaining provisions shall be effective and shall be interpreted as if the invalid or illegal
provision did not exist, unless the illegal or invalid provision is of such materiality that its
omission defeats the purposes of the parties in entering into this Plan.




          10.6 409A Compliance. If any provision of the Plan is determined not to comply with Section
409A of the Code, the non-compliant provisions shall be interpreted and applied in a






22









 







manner that complies with Section 409A of the Code and implements the intent of the Plan as
closely as possible.




          10.7 Participant Responsibility. Each Participant is responsible for reviewing the accuracy
of the Company’s implementation of Deferral Elections and investment allocations. If a Participant
fails to notify the Company of an improper implementation of a Deferral Election or investment
allocation within thirty-one (31) days after receiving the first statement or other communication
implementing the election or allocation, the Participant is deemed to have elected the implemented
Deferral Election or investment allocation.








23









 








APPENDIX A




COMPANY MATCHING CONTRIBUTION PROVISIONS



     A matching contribution credited to a Participant’s Account with respect to a Participant’s
Basic Matched Contributions will be at the rate of 100%.



24









 





APPENDIX B




VESTING PROVSIONS



     The vested percentage of a Participant’s Company Matching Contributions and earnings thereon
shall be determined in accordance with the following schedule:



	 	 	 
	Completed Years of Service	 	Vested Percentage
	    1

2

3

4 or more

	 	25%

50%

75%

100%






     Prior service recognized for vesting purposes under the Ralcorp Holdings, Inc. Executive
Savings Investment Plan as of the Spin-Off shall be counted as years of service for vesting under
this Plan.



     Notwithstanding the foregoing, matching contributions under the Ralcorp Holdings, Inc.
Executive Savings Investment Plan credited as Ralcorp Amounts shall be subject to the vesting
schedule in effect with respect to such amounts immediately prior the Spin-Off.




25