exv10w3






Exhibit 10.3




POST HOLDINGS, INC.

2012 LONG-TERM INCENTIVE PLAN




     1. Establishment and Purpose. Post Holdings, Inc. hereby establishes, effective __________
__, 2012, an incentive compensation plan known as the “Post Holdings, Inc. 2012 Long-Term Incentive
Plan” (“Plan”). The purpose of the Plan is to attract, retain, and motivate Participants (as
defined herein) by offering such individuals opportunities to realize stock price appreciation, by
facilitating stock ownership, and/or by rewarding them for achieving a high level of corporate
performance. In addition, the Plan permits the issuance of Awards in a partial or full
substitution for certain awards relating to shares of the common stock of Ralcorp Holdings, Inc.
immediately prior to the spin-off of the Company by Ralcorp Holdings, Inc.



     2. Definitions. The capitalized terms used in this Plan have the meanings set forth below.




     (a) “Affiliate” means any corporation that is a Subsidiary of the Company and, for
purposes other than the grant of Incentive Stock Options, any limited liability company,
partnership, corporation, joint venture, or any other entity in which the Company or any
such Subsidiary owns an equity interest.




     (b) “Agreement” means a written contract entered into between the Company or an
Affiliate and a Participant or, in the discretion of the Committee, a written certificate
issued by the Company or an Affiliate to a Participant, in either case, containing or
incorporating the terms and conditions of an Award in such form (not inconsistent with this
Plan) as the Committee approves from time to time, together with all amendments thereof,
which amendments may be made unilaterally by the Company (with the approval of the
Committee) unless such amendments are deemed by the Committee to be materially adverse to
the Participant and are not required as a matter of law.




     (c) “Associate” means any full-time or part-time employee (including an officer or
director who is also an employee) of the Company or an Affiliate. Except with respect to
grants of Incentive Stock Options, “Associate” shall also include any Non-Employee Director
serving on the Company’s Board of Directors. References in this Plan to “employment” and
related terms (except for references to “employee” in this definition of “Associate” or in
Section 7(a)(i)) shall include the providing of services as a Non-Employee Director.




     (d) “Award” means a grant made under this Plan in the form of Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares or any
Other Award, whether singly, in combination or in tandem.




     (e) “Board” means the Board of Directors of the Company.




     (f) “Cause” shall mean the willful failure by a Participant to perform his duties with
the Company, a Parent or a Subsidiary or the willful engaging in conduct



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which is injurious to the Company, a Parent or any Subsidiary, monetarily or otherwise,
as determined by the Committee in its sole discretion.




     (g) “Change in Control” shall mean, except as otherwise provided in an Agreement, any
of the following:




     (i) Individuals who constitute the Incumbent Board cease for any reason to
constitute at least a majority of the Board;




     (ii) More than 50% of the (x) combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (“Outstanding Company Voting Securities”) or (y) the then outstanding
Shares of Stock (“Outstanding Company Common Stock”) is directly or indirectly
acquired or beneficially owned (as defined in Rule 13d-3 under the Exchange Act, or
any successor rule thereto) by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act), provided, however, that the
following acquisitions and beneficial ownership shall not constitute Changes in
Control pursuant to this paragraph 2(f)(ii);




     (A) any acquisition or beneficial ownership by the Company or a
Subsidiary, or




     (B) any acquisition or beneficial ownership by any employee benefit
plan (or related trust) sponsored or maintained by the Company or one of
more of its Subsidiaries.




     (iii) Consummation of a reorganization, merger, share exchange or consolidation
(a “Business Combination”), unless in each case following such Business Combination,




     (A) 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 Business
Combination 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 or other governing body, as the case
may be, of the entity resulting from such Business Combination (including,
without limitation, an entity that as a result of such transaction owns the
Company through one or more subsidiaries);




     (B) no individual, entity or group (excluding any employee benefit plan
(or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, more than
50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business



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Combination or the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors or other
governing body of the entity resulting from such Business Combination,
except to the extent that such individual, entity or group owned more than
50% of the Outstanding Company Common Stock or Outstanding Company Voting
Securities prior to the Business Combination; and




     (C) at least a majority of the members of the board of directors or
other governing body of the entity resulting from such Business Combination
were members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, approving such Business
Combination.




     (iv) The Company shall sell or otherwise dispose of all or substantially all of
the assets of the Company (in one transaction or a series of transactions).




     (v) The shareholders of the Company shall approve a plan to liquidate or
dissolve the Company and the Company shall commence such liquidation or dissolution
of the Company.




Notwithstanding the foregoing, a Change in Control shall not include transactions
(commonly known as Morris Trust transactions) pursuant to which a third party
acquires one or more businesses of the Company by acquiring all of the common stock
of the Company while leaving the Company’s remaining businesses in a separate public
company, unless the businesses so acquired constitute all or substantially all of
the Company’s businesses, or any transactions commonly known as Reverse Morris Trust
transactions.




     (h) “Change in Control Date” shall mean, in the case of a Change in Control defined in
clauses (i) through (iv) of the definition thereof, the date on which the event occurs, and
in the case of a Change in Control defined in clause (v) of the definition thereof, the date
on which the Company shall commence such liquidation or dissolution.




     (i) “Code” means the Internal Revenue Code of 1986, as amended and in effect from time
to time, or any successor statute.




     (j) “Committee” means the committee of directors appointed by the Board to administer
this Plan. In the absence of a specific appointment, “Committee” shall mean the
Compensation Committee of the Board.




     (k) “Company” means Post Holdings, Inc., a Missouri corporation, or any successor to
all or substantially all of its businesses by merger, consolidation, purchase of assets or
otherwise.




     (l) Disability” means, except as otherwise provided in an Agreement, that the
Participant has suffered physical or mental incapacity of such nature as to prevent him



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from engaging in or performing the principal duties of his customary employment or
occupation on a continuing or sustained basis, provided that, if a Participant has entered
into an employment agreement with the Company, the Committee, in its sole discretion, may
determine to substitute the definition set forth in such agreement. All determinations as
to the date and extent of disability of any Participant shall be made by the Committee upon
the basis of such evidence as it deems necessary or desirable.




     (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended; “Exchange Act
Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission under the
Exchange Act or any successor regulation.




     (n) “Fair Market Value” as of any date means, unless otherwise expressly provided in
this Plan:




     (i) (A) the closing sales price of a Share on the composite tape for New York
Stock Exchange (“NYSE”) listed shares, or if Shares are not quoted on the composite
tape for NYSE listed shares, on the Nasdaq Global Select Market or any similar
system then in use or, (B) if clause (i)(A) is not applicable, the mean between the
closing “bid” and the closing “asked” quotation of a Share on the Nasdaq Global
Select Market or any similar system then in use, or (C) if the Shares are not quoted
on the NYSE composite tape or the Nasdaq Global Select Market or any similar system
then in use, the closing sale price of a Share on the principal United States
securities exchange registered under the Exchange Act on which the Shares are
listed, in any case on the specified date, or, if no sale of Shares shall have
occurred on that date, on the immediately preceding day on which a sale of Shares
occurred, or




     (ii) if clause (i) is not applicable, what the Committee determines in good
faith to be 100% of the fair market value of a Share on that date.




In the case of an Incentive Stock Option, if such determination of Fair Market Value is not
consistent with the then current regulations of the Secretary of the Treasury, Fair Market
Value shall be determined in accordance with said regulations. The determination of Fair
Market Value shall be subject to adjustment as provided in Section 13(f) hereof.




     (o) “Fundamental Change” means a dissolution or liquidation of the Company, a sale of
substantially all of the assets of the Company, a merger or consolidation of the Company
with or into any other corporation, regardless of whether the Company is the surviving
corporation, or a statutory share exchange involving capital stock of the Company.




     (p) “Incentive Stock Option” means any Option designated as such and granted in
accordance with the requirements of Section 422 of the Code or any successor to such
section.



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     (q) “Incumbent Board” means the group of directors consisting of (i) those individuals
who, as of the effective date of the Plan, constituted the Board; and (ii) any individuals
who become directors subsequent to such effective date whose appointment, election or
nomination for election by the shareholders of the Company was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board. The Incumbent Board
shall exclude any individual whose initial assumption of office occurred (i) as a result of
an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on behalf
of a Person (other than a solicitation of proxies by the Incumbent Board) or (ii) with the
approval of the Incumbent Board but by reason of any agreement intended to avoid or settle a
proxy contest.




     (r) “Non-Employee Director” means a director of the Company who is not an employee of
the Company, a Parent or a Subsidiary, as defined by Exchange Act Rule 16b-3.




     (s) “Non-Qualified Stock Option” means an Option other than an Incentive Stock Option.




     (t) “Option” means a right to purchase Stock (or, if the Committee so provides in an
applicable Agreement, Restricted Stock), including both Non-Qualified Stock Options and
Incentive Stock Options.




     (u) “Other Award” means an Award of Stock, an Award based on Stock other than Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Performance Shares,
or a cash-based Award.




     (v) “Parent” means a “parent corporation,” as that term is defined in Section 424(e) of
the Code, or any successor provision.




     (w) “Participant” means an Associate to whom an Award is made.




     (x) “Performance Period” means the period of time as specified in an Agreement over
which Awards are to vest or be earned.




     (y) “Performance Shares” means a contingent award of a specified number of Performance
Shares, with each Performance Share equivalent to one or more Shares or a fractional Share
or a Unit expressed in terms of one or more Shares or a fractional Share, as specified in
the applicable Agreement, a variable percentage of which may vest or be earned depending
upon the extent of achievement of specified performance objectives during the applicable
Performance Period.




     (z) “Plan” means this 2012 Long-Term Incentive Plan, as amended and in effect from time
to time.




     (aa) “Restricted Stock” means Stock granted under Section 10 hereof so long as such
Stock remains subject to one or more restrictions.



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     (bb) “Restricted Stock Units” means Units of Stock granted under Section 10 hereof.




     (cc) “Retirement” shall mean, except as otherwise provided in an Agreement, termination
of employment after either (i) attainment of age 65, or (ii) the normal retirement age
specified in the provisions of a retirement plan maintained by the Company for its employees
generally.




     (dd) “Share” means a share of Stock.




     (ee) “Stock” means the Company’s common stock, $0.01 par value per share (as such par
value may be adjusted from time to time) or any securities issued in respect thereof by the
Company or any successor to the Company as a result of an event described in Section 13(f).




     (ff) “Stock Appreciation Right” means a right, the value of which is determined
relative to appreciation in value of Shares pursuant to an Award granted under Section 8
hereof.




     (gg) “Subsidiary” means a “subsidiary corporation,” as that term is defined in Section
424(f) of the Code, or any successor provision.




     (hh) “Successor” with respect to a Participant means the legal representative of an
incompetent Participant and, if the Participant is deceased, the legal representative of the
estate of the Participant or the person or persons who may, by bequest or inheritance, or
under the terms of an Award or forms submitted by the Participant to the Committee under
Section 13(h) hereof, acquire the right to exercise an Option or Stock Appreciation Right or
receive cash and/or Shares issuable in satisfaction of an Award in the event of a
Participant’s death.




     (ii) “Term” means the period during which an Option or Stock Appreciation Right may be
exercised or the period during which the restrictions placed on Restricted Stock or any
other Award are in effect.




     (jj) “Unit” means a bookkeeping entry that may be used by the Company to record and
account for the grant of Stock, Units of Stock, Stock Appreciation Rights and Performance
Shares expressed in terms of Units of Stock until such time as the Award is paid, canceled,
forfeited or terminated.




     Except when otherwise indicated by the context, reference to the masculine gender shall
include, when used, the feminine gender and any term used in the singular shall also include
the plural.



     3. Administration.




     (a) Authority of Committee. The Committee shall administer this Plan or delegate its
authority to do so as provided in Section 3(c) hereof. The Committee shall



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have exclusive power (acting alone or, to the extent the Committee deems appropriate
for purposes of Exchange Act Rule 16b-3, in conjunction with the full Board), subject to the
limitations contained in this Plan, to make Awards and to determine when and to whom Awards
will be granted, and the form, amount and other terms and conditions of each Award, subject
to the provisions of this Plan. The Committee, subject to the limitations contained in this
Plan, may determine whether, to what extent and under what circumstances Awards may be
settled, paid or exercised in cash, Shares or other Awards or other property, or canceled,
forfeited or suspended. The Committee shall have the authority to interpret this Plan and
any Award or Agreement made under this Plan, to establish, amend, waive and rescind any
rules and regulations relating to the administration of this Plan, to determine the terms
and provisions of any Agreement entered into hereunder (not inconsistent with this Plan),
and to make all other determinations necessary or advisable for the administration of this
Plan. The Committee may correct any defect, supply any omission or reconcile any
inconsistency in this Plan or in any Award in the manner and to the extent it shall deem
desirable. All determinations of the Committee in the administration of this Plan, as
described herein, shall be final, binding and conclusive, including, without limitation, as
to any adjustments pursuant to Section 13(f). A majority of the members of the Committee
shall constitute a quorum for any meeting of the Committee. Notwithstanding the foregoing,
in administering this Plan with respect to Awards for Non-Employee Directors, the Board
shall exercise the powers of the Committee.




     (b) Delegation of Authority. The Committee may delegate all or any part of the
administration of this Plan to one or more committees of directors of the Company, or to
senior officers of the Company, and may authorize further delegation by such committees to
senior officers of the Company, in each case to the extent permitted by Missouri law;
provided that, determinations regarding the timing, pricing, amount and terms of any Award
to a “reporting person” for purposes of Section 16 of the Exchange Act shall be made only by
the Committee; and provided further that, no such delegation may be made that would cause
Awards or other transactions under this Plan to cease to be exempt from Section 16(b) of the
Exchange Act or cause an Award intended to qualify for favorable treatment under Section
162(m) of the Code not to qualify for, or to cease to qualify for, the favorable treatment
under Section 162(m) of the Code. Any such delegation may be revoked by the Committee at
any time.




     (c) Board Authority. Any authority granted to the Committee may also be exercised by
the Board or another committee of the Board, except to the extent that the grant or exercise
of such authority would cause any Award intended to qualify for favorable treatment under
Section 162(m) of the Code to cease to qualify for the favorable treatment under Section
162(m) of the Code. To the extent that any permitted action taken by the Board conflicts
with action taken by the Committee, the Board action shall control. Without limiting the
generality of the foregoing, to the extent the Board has delegated any authority under this
Plan to another committee of the Board, such authority shall not be exercised by the
Committee unless expressly permitted by the Board in connection with such delegation.



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     (d) Awards for Non-Employee Directors. The Board (which may delegate the determination
to a Committee of the Board) may from time to time determine that each individual who is
elected or appointed to the office of director as a Non-Employee Director receive an Award
(other than Incentive Stock Options) as compensation, in whole or in part, for such
individual’s services as a director. In determining the level and terms of such Awards for
Non-Employee Directors, the Board may consider such factors as compensation practices of
comparable companies with respect to directors, consultants’ recommendations, and such other
information as the Board may deem appropriate.



     4. Shares Available; Maximum Payouts.




     (a) Shares Available. Subject to the provisions of this subsection, the maximum number
of Shares that may be delivered to Participants and beneficiaries under the Plan shall be
equal to the sum of: (i) __________ __________ (___________); plus (ii) any Shares that are
forfeited, withheld to pay taxes, expire or are canceled without delivery of Shares. To the
extent any Shares covered by an Award are not delivered to a Participant or beneficiary
because (i) the Award settled in cash; (ii) the Award expires or is forfeited or canceled;
or (iii) the Shares under an Award are not delivered because the Shares are used to satisfy
the applicable tax withholding obligation, such Shares shall not be deemed to have been
delivered for purposes of determining the maximum number of Shares available for delivery
under the Plan and shall again be available for issuance pursuant to Awards. If the
exercise price of any Award granted under the Plan is satisfied by tendering Shares to the
Company, only the number of Shares issued net of the Shares tendered shall be deemed
delivered for purposes of determining the maximum number of Shares available under the Plan.
The Shares with respect to which Awards may be made under the Plan shall be Shares
currently authorized but unissued or currently held or subsequently acquired by the Company
as treasury Shares, including Shares purchased in the open market or in private
transactions.




     (b) Award Limitations. The maximum aggregate number of Shares available for Awards
that are Incentive Stock Options under the Plan shall be _______________ (__________).




     (c) Spin-off. Notwithstanding anything herein to the contrary, awards granted in
connection with the distribution on a pro rata basis to the holders of Ralcorp Holdings,
Inc. common stock of at least 80% of the outstanding Shares of the Company’s common stock
owned by Ralcorp Holdings, Inc. (“Spin-Off”) in substitution for awards originally granted
by Ralcorp Holdings, Inc. shall reduce the maximum number of Shares available for delivery
under the Plan and the total number of Shares that may be issued to any one Participant
during the term of the Plan.



     5. Eligibility. Awards may be granted under this Plan to any Associate at the discretion of
the Committee. For this purpose, individuals eligible to receive Awards include any former
employee of the Company or an Affiliate eligible to receive a substitute Award as contemplated by
Section 14.



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     6. General Terms of Awards.




     (a) Awards. Awards under this Plan may consist of Options (either Incentive Stock
Options or Non-Qualified Stock Options), Stock Appreciation Rights, Performance Shares,
Restricted Stock, Restricted Stock Units, or Other Awards.




     (b) Amount of Awards. Each Agreement shall set forth the number of Shares of
Restricted Stock, Stock, Stock Units, or Performance Shares, or the amount of cash, subject
to such Agreement, or the number of Shares to which the Option applies or with respect to
which payment upon the exercise of the Stock Appreciation Right is to be determined, as the
case may be, together with such other terms and conditions applicable to the Award (not
inconsistent with this Plan) as determined by the Committee in its sole discretion.




     (c) Term. Each Agreement, other than those relating solely to Awards of Stock without
restrictions, shall set forth the Term of the Award and any applicable Performance Period,
as the case may be, but in no event shall the Term of an Award or the Performance Period be
longer than ten years after the date of grant; provided, however, that the Committee may, in
its discretion, grant Awards with a longer term to Participants who are located outside the
United States. An Agreement with a Participant may permit acceleration of vesting
requirements and of the expiration of the applicable Term upon such terms and conditions as
shall be set forth in the Agreement, which may, but, unless otherwise specifically provided
in this Plan, need not, include, without limitation, acceleration resulting from the
occurrence of the Participant’s death or Disability. Acceleration of the Performance Period
of Performance Shares and other performance-based Awards shall be subject to Section 9(b) or
Section 12 hereof, as applicable.




     (d) Agreements. Each Award under this Plan shall be evidenced by an Agreement setting
forth the terms and conditions, as determined by the Committee, that shall apply to such
Award, in addition to the terms and conditions specified in this Plan.




     (e) Transferability. Except as otherwise permitted by the Committee, during the
lifetime of a Participant to whom an Award is granted, only such Participant (or such
Participant’s legal representative) may exercise an Option or Stock Appreciation Right or
receive payment with respect to any other Award. Except as otherwise permitted by the
Committee, no Award of Restricted Stock (prior to the expiration of the restrictions),
Restricted Stock Units, Options, Stock Appreciation Rights, Performance Shares or Other
Award (other than an award of Stock without restrictions) may be sold, assigned,
transferred, exchanged, or otherwise encumbered, and any attempt to do so (including
pursuant to a decree of divorce or any judicial declaration of property division) shall be
of no effect. Notwithstanding the immediately preceding sentence, an Agreement may provide
that an Award shall be transferable to a Successor in the event of a Participant’s death.




     (f) Termination of Employment. Each Award Agreement shall set forth the extent to
which the Participant shall have the right to exercise and/or retain an Award



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following termination of the Participant’s employment with the Company or its Affiliates. Such
provisions shall be determined in the sole discretion of the Committee, shall be included in
the Award Agreement, need not be uniform among Award Agreements issued pursuant to this
Plan, and may reflect distinctions based on the reasons for termination.




     (g) Change in Control. The treatment of Awards upon a Change in Control shall be set
forth in the Award Agreement; provided, however, that in no event may the vesting of any
Award be accelerated as a result of a Change in Control until on or after the Change in
Control Date.




     (h) Rights as Shareholder. A Participant shall have no right as a shareholder with
respect to any securities covered by an Award until the date the Participant becomes the
holder of record.




     (i) Performance Conditions. The Committee may require the satisfaction of certain
performance goals as a condition to the grant or vesting of any Award provided under the
Plan.



     7. Stock Options.




     (a) Terms of All Options.




     (i) Grants. Each Option shall be granted pursuant to an Agreement as either an
Incentive Stock Option or a Non-Qualified Stock Option. Only Non-Qualified Stock
Options may be granted to Associates who are not employees of the Company or an
Affiliate. In no event may Options known as reload options be granted hereunder.




     (ii) Purchase Price. The purchase price of each Share subject to an Option
shall be determined by the Committee and set forth in the applicable Agreement, but
shall not be less than 100% of the Fair Market Value of a Share as of the date the
Option is granted. The purchase price of the Shares with respect to which an Option
is exercised shall be payable in full at the time of exercise, provided that, to the
extent permitted by law and in accordance with rules adopted by the Committee,
Participants may simultaneously exercise Options and sell the Shares thereby
acquired pursuant to a brokerage or similar relationship and use the proceeds from
such sale to pay the purchase price of such Shares. The purchase price may be paid
in cash or, if the Committee so permits, through delivery or tender to the Company
of Shares held, either actually or by attestation, by such Participant (in each
case, such Shares having a Fair Market Value as of the date the Option is exercised
equal to the purchase price of the Shares being purchased pursuant to the Option) or
through a net or cashless form of exercise as permitted by the Committee, or, if the
Committee so permits, a combination thereof, unless otherwise provided in the
Agreement. Further, the Committee, in its discretion,
may approve other methods or forms of payment of the purchase price, and
establish rules and procedures therefor.



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(iii) Exercisability. Each Option shall be exercisable in whole or in part on
the terms provided in the Agreement. Vesting of an Option may be accelerated upon
the occurrence of certain events as provided in the Award Agreement. In no event
shall any Option be exercisable at any time after its Term. When an Option is no
longer exercisable, it shall be deemed to have lapsed or terminated.




     (b) Incentive Stock Options. In addition to the other terms and conditions applicable
to all Options:




     (i) the aggregate Fair Market Value (determined as of the date the Option is
granted) of the Shares with respect to which Incentive Stock Options held by an
individual first become exercisable in any calendar year (under this Plan and all
other incentive stock options plans of the Company and its Affiliates) shall not
exceed $100,000 (or such other limit as may be required by the Code), if such
limitation is necessary to qualify the Option as an Incentive Stock Option, and to
the extent an Option or Options granted to a Participant exceed such limit such
Option or Options shall be treated as Non-Qualified Stock Options;




     (ii) an Incentive Stock Option shall not be exercisable and the Term of the
Award shall not be more than ten years after the date of grant (or such other limit
as may be required by the Code) if such limitation is necessary to qualify the
Option as an Incentive Stock Option;




     (iii) the Agreement covering an Incentive Stock Option shall contain such other
terms and provisions which the Committee determines necessary to qualify such Option
as an Incentive Stock Option; and




     (iv) notwithstanding any other provision of this Plan if, at the time an
Incentive Stock Option is granted, the Participant owns (after application of the
rules contained in Section 424(d) of the Code, or its successor provision) Shares
possessing more than ten percent of the total combined voting power of all classes
of stock of the Company or its subsidiaries, (A) the option price for such Incentive
Stock Option shall be at least 110% of the Fair Market Value of the Shares subject
to such Incentive Stock Option on the date of grant and (B) such Option shall not be
exercisable after the date five years from the date such Incentive Stock Option is
granted.



     8. Stock Appreciation Rights.




     (a) Grant. An Award of a Stock Appreciation Right shall entitle the Participant,
subject to terms and conditions determined by the Committee, to receive
upon exercise of the Stock Appreciation Right all or a portion of the excess of (i) the
Fair Market Value of a specified number of Shares as of the date of exercise of the Stock
Appreciation Right over (ii) a specified price which shall not be less than 100% of the



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Fair Market Value of such Shares as of the date of grant of the Stock Appreciation Right
(“purchase price”). Each Stock Appreciation Right may be exercisable in whole or in part on
the terms provided in the applicable Agreement. No Stock Appreciation Right shall be
exercisable at any time after its Term. When a Stock Appreciation Right is no longer
exercisable, it shall be deemed to have lapsed or terminated. Except as otherwise provided
in the applicable Agreement, upon exercise of a Stock Appreciation Right, payment to the
Participant (or to his or her Successor) shall be made in the form of cash, Stock or a
combination of cash and Stock (as determined by the Committee if not otherwise specified in
the Award) as promptly as practicable after such exercise. The Agreement may provide for a
limitation upon the amount or percentage of the total appreciation on which payment (whether
in cash and/or Stock) may be made in the event of the exercise of a Stock Appreciation
Right.




     (b) Exercisability. Each Stock Appreciation Right shall vest in whole or in part on
the terms provided in the Agreement. The vesting of a Stock Appreciation Right may be
accelerated upon the occurrence of certain events as provided in the Award Agreement. In no
event shall any Stock Appreciation Right be exercisable at any time after its Term. When a
Stock Appreciation Right is no longer exercisable, it shall be deemed to have lapsed or
terminated.



     9. Performance Shares.




     (a) Initial Award. An Award of Performance Shares shall entitle a Participant (or a
Successor) to future payments based upon the achievement of performance targets established
in writing by the Committee. Payment shall be made in cash or Stock, or a combination of
cash and Stock, as determined by the Committee. Such performance targets shall be
determined by the Committee in its sole discretion. The Agreement may establish that a
portion of the maximum amount of a Participant’s Award will be paid for performance which
exceeds the minimum target but falls below the maximum target applicable to such Award. The
Agreement shall also provide for the timing of such payment.




     (b) Acceleration and Adjustment. The applicable Agreement may permit an acceleration
of the Performance Period and an adjustment of performance targets and payments with respect
to some or all of the Performance Shares awarded to a Participant, upon such terms and
conditions as shall be set forth in the Agreement, upon the occurrence of certain events,
which may, but need not, include without limitation a Fundamental Change, the Participant’s
death or Disability, a change in accounting practices of the Company or its Affiliates, a
reclassification, stock dividend, stock split or stock combination, or other event as
provided in Section 13(f) hereof.




     (c) Valuation. To the extent that payment of a Performance Share is made in cash, a
Performance Share earned after conclusion of a Performance Period shall have a
value equal to the Fair Market Value of a Share on the last day of such Performance
Period.



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     (d) Voting; Dividends. Participants holding Performance Shares shall have no voting
rights with respect to such Awards and shall have no dividend rights with respect to Shares
subject to such Performances Shares other than as the Committee so provides, in its
discretion, in an Award Agreement; provided, that, any such dividends shall be subject to
such restrictions and conditions as the Committee may establish with respect to the
Performance Shares and shall be payable only at the same time as the underlying Performance
Shares may become earned, vested, and payable.



     10. Restricted Stock and Restricted Stock Unit Awards.




     (a) Grant. All or any part of any Restricted Stock or Restricted Stock Unit Award may
be subject to such conditions and restrictions as may be established by the Committee, and
set forth in the applicable Award Agreement, which may include, but are not limited to,
continuous service with the Company, a requirement that a Participant pay a purchase price
for such Award, the achievement of specific performance goals, and/or applicable securities
laws restrictions. During any period during which an Award of Restricted Stock or
Restricted Stock Units is restricted and subject to a substantial risk of forfeiture, (i)
Participants holding Restricted Stock Awards may exercise full voting rights with respect to
such Shares and shall be entitled to receive all dividends and other distributions paid with
respect to such Shares while they are so restricted and (ii) Participants holding Restricted
Stock Units shall have no voting rights with respect to such Awards and shall have no
dividend rights with respect to Shares subject to such Restricted Stock Units other than as
the Committee so provides, in its discretion, in an Award Agreement. Any dividends or
dividend equivalents may be paid currently or may be credited to a Participant’s account and
may be subject to such restrictions and conditions as the Committee may establish.




     (b) Vesting. The vesting of a Restricted Stock or Restricted Stock Units Award may be
accelerated upon the occurrence of certain events as provided in the Award Agreement.



     11. Other Awards. The Committee may from time to time grant Other Awards under this Plan,
including without limitation those Awards pursuant to which a cash bonus award may be made or
pursuant to which Shares may be acquired in the future, such as Awards denominated in Stock, Stock
Units, securities convertible into Stock and phantom securities. The Committee, in its sole
discretion, shall determine, and provide in the applicable Agreement for, the terms and conditions
of such Awards provided that such Awards shall not be inconsistent with the terms and purposes of
this Plan. The Committee may, in its sole discretion, direct the Company to issue Shares subject
to restrictive legends and/or stop transfer instructions which are consistent with the terms and
conditions of the Award to which such Shares relate. In addition, the Committee may, in its sole
discretion, issue such Other Awards subject to the performance criteria under Section 12 hereof.



     12. Performance-Based Awards.



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     (a) Application to Covered Employee. Notwithstanding any other provision of the Plan,
the Committee may provide, in its discretion, that an Award granted to any Participant is
subject to this Section 12, to the extent the Committee deems appropriate.




     (b) Performance Goals. Awards under the Plan may be made subject to the achievement of
performance goals established by the Committee relating to one or more business criteria
(“Performance Criteria”) pursuant. Performance Criteria may be applied to the Company, an
Affiliate, a Parent, a Subsidiary, division, business unit, corporate group or individual or
any combination thereof and may be measured in absolute levels or relative to another
company or companies, a peer group, an index or indices or Company performance in a previous
period. Performance may be measured annually or cumulatively over a longer period of time.
Performance Criteria that may be used to establish performance goals are: base-business net
sales, total segment profit, adjusted EBITDA, adjusted diluted earnings per share, adjusted
gross profit, adjusted operating profit, earnings or earnings per share before income tax
(profit before taxes), net earnings or net earnings per share (profit after tax), compound
annual growth in earnings per share, operating income, total shareholder return, compound
shareholder return, return on equity, average return on invested capital, pre-tax and
pre-interest expense return on average invested capital, which may be expressed on a current
value basis, or sales growth, marketing, operating or workplan goals. Performance will be
evaluated by excluding the effect of any extraordinary, unusual or non-recurring items that
occur during the applicable Performance Period. The performance goals for each Participant
and the amount payable if those goals are met shall be established in writing for each
specified period of performance by the Committee no later than 90 days after the
commencement of the period of service to which the performance goals relate and while the
outcome of whether or not those goals will be achieved is substantially uncertain. However,
in no event will such goals be established after 25% of the period of service to which the
goals relate has elapsed. The performance goals shall be objective. Such goals and the
amount payable for each performance period if the goals are achieved shall be set forth in
the applicable Agreement. Following the conclusion or acceleration of each Performance
Period, the Committee shall determine the extent to which (i) Performance Criteria have been
attained, (ii) any other terms and conditions with respect to an Award relating to such
Performance Period have been satisfied, and (iii) payment is due with respect to a
performance-based Award. No amounts shall be payable to any Participant for any Performance
Period unless and until the Committee certifies that the Performance Criteria and any other
material terms were in fact satisfied.




     (c) Adjustment of Payment. With respect to any Award that is subject to this Section
12, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such
Award. The applicable Agreement may permit an acceleration of the Performance Period and an
adjustment of performance targets and payments with respect to some or all of the
performance-based Award(s) awarded to a Participant, upon such terms and conditions as shall
be set forth in the Agreement, upon the occurrence of certain events, which may, but need
not, include without limitation a Fundamental
Change, the Participant’s death or Disability, a change in accounting practices of the
Company or its Affiliates, a reclassification, stock dividend, stock split or stock



14









 







combination, or other event as provided in Section 13(f) hereof. Notwithstanding the
foregoing, an Award subject to this Section 12 shall vest or be earned no more rapidly than
immediate vesting on the first anniversary of the Award grant date, except as may be
provided in the Award Agreement.




     (d) Other Restrictions. The Committee shall have the power to impose such other
restrictions on Awards subject to this Section 12 as it may deem necessary or appropriate.



     13. General Provisions.




     (a) Effective Date of this Plan. This Plan shall become effective as of _________ __,
2012, subject to the completion of the Spin-Off and provided that this Plan is approved and
ratified by Ralcorp Holdings, Inc. as the sole shareholder of the Company immediately prior
to such date.




     (b) Duration of this Plan; Date of Grant. This Plan shall remain in effect for a term
of ten years following the date on which it is effective (i.e., until ________ __, 2022) or
until all Shares subject to the Plan shall have been purchased or acquired according to the
Plan’s provisions, whichever occurs first, unless this Plan is sooner terminated pursuant to
Section 13(e) hereof. The date and time of approval by the Committee of the granting of an
Award shall be considered the date and time at which such Award is made or granted, or such
later effective date as determined by the Committee, notwithstanding the date of any
Agreement with respect to such Award; provided, however, that the Committee may grant Awards
other than Incentive Stock Options to Associates or to persons who are about to become
Associates, to be effective and deemed to be granted on the occurrence of certain specified
contingencies, provided that if the Award is granted to a non-Associate who is about to
become an Associate, such specified contingencies shall include, without limitation, that
such person becomes an Associate.




     (c) Right to Terminate Employment. Nothing in this Plan or in any Agreement shall
confer upon any Participant who is an employee of the Company the right to continue in the
employment of the Company or any Affiliate or affect any right which the Company or any
Affiliate may have to terminate or modify the employment of the Participant with or without
cause.




     (d) Tax Withholding. The Company shall withhold from any payment of cash or Stock to a
Participant or other person under this Plan an amount sufficient to cover any required
withholding taxes, including the Participant’s social security and Medicare taxes (FICA) and
federal, state and local income tax with respect to income arising from payment of the
Award. The Company shall have the right to require the payment of any such taxes before
issuing any Stock pursuant to the Award. In lieu of all or any part of a cash payment from
a person receiving Stock under this Plan, the
Committee may, in the applicable Agreement or otherwise, permit a person to cover all
or any part of the required withholdings, and to cover any additional withholdings up to the
amount needed to cover the person’s full FICA and federal, state and local income tax



15









 







with respect to income arising from payment of the Award, through a reduction of the numbers of
Shares delivered to such person or a delivery or tender to the Company of Shares held by
such person, in each case valued in the same manner as used in computing the withholding
taxes under applicable laws.




     (e) Amendment, Modification and Termination of this Plan. Except as provided in this
Section 13(e), the Board may at any time amend, modify, terminate or suspend this Plan.
Except as provided in this Section 13(e), the Committee may at any time alter or amend any
or all Agreements under this Plan to the extent permitted by law and subject to the
requirements of Section 2(b), in which event, as provided in Section 2(b), the term
“Agreement” shall mean the Agreement as so amended. Amendments are subject to approval of
the shareholders of the Company only as required by applicable law or regulation, or if the
amendment increases the total number of shares available under this Plan. No termination,
suspension or modification of this Plan may materially and adversely affect any right
acquired by any Participant (or a Participant’s legal representative) or any Successor or
permitted transferee under an Award granted before the date of termination, suspension or
modification, unless otherwise provided in an Agreement or otherwise or required as a matter
of law. It is conclusively presumed that any adjustment for changes in capitalization
provided for in Sections 9(b), 12(c) or 13(f) hereof does not adversely affect any right of
a Participant or other person under an Award.




     (f) Adjustment for Changes in Capitalization. Appropriate adjustments in the aggregate
number and type of securities that may be issued, represented, and available for Awards
under this Plan, in the limitations on the number and type of securities that may be issued
to an individual Participant, in the number and type of securities and amount of cash
subject to Awards then outstanding, in the Option purchase price as to any outstanding
Options, in the purchase price as to any outstanding Stock Appreciation Rights, and, subject
to Sections 9(b) and 12(c) hereof, in outstanding Performance Shares and payments with
respect to outstanding Performance Shares, and comparable adjustments, if applicable, to any
outstanding Other Award, automatically shall be made to give effect to adjustments made in
the number or type of Shares through a Fundamental Change, divestiture, distribution of
assets to shareholders (other than ordinary cash dividends), reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock split, stock
combination or exchange, rights offering, spin-off or other relevant change, provided that
fractional Shares shall be rounded to the nearest whole Share, for which purpose one-half
share shall be rounded down to the nearest whole Share.




     (g) Other Benefit and Compensation Programs. Payments and other benefits received by a
participant under an Award shall not be deemed a part of a Participant’s regular, recurring
compensation for purposes of any termination, indemnity or severance pay laws and shall not
be included in, nor have any effect on, the
determination of benefits under any other employee benefit plan, contract or similar
arrangement provided by the Company or an Affiliate, unless expressly so provided by such
other plan, contract or arrangement or the Committee determines that an Award or



16









 







portion of an Award should be included to reflect competitive compensation practices or to recognize
that an Award has been made in lieu of a portion of competitive cash compensation.




     (h) Beneficiary Upon Participant’s Death. To the extent that the transfer of a
participant’s Award at death is permitted by this Plan or under an Agreement, (i) a
Participant’s Award shall be transferable to the beneficiary, if any, designated on forms
prescribed by and filed with the Committee and (ii) upon the death of the Participant, such
beneficiary shall succeed to the rights of the Participant to the extent permitted by law
and this Plan. If no such designation of a beneficiary has been made, or if the Committee
shall be in doubt as to the rights of any beneficiary, as determined in the Committee’s
discretion, the Participant’s legal representative shall succeed to the Awards, which shall
be transferable by will or pursuant to laws of descent and distribution to the extent
permitted by this Plan or under an Agreement, and the Company and the Committee and Board
and members thereof, shall not be under any further liability to anyone. To the extent an
Award recipient has a beneficiary designation in effect immediately prior to the Spin-Off
with respect to an award relating to the common stock of Ralcorp Holdings, Inc. that is the
subject of a substitute Award hereunder as described in Section 14, such designation shall
remain in effect with respect to such substitute Award unless and until a new beneficiary
designation that by its terms supersedes such first beneficiary designation is made in
accordance with the terms of this Plan.




     (i) Unfunded Plan. This Plan shall be unfunded and the Company shall not be required
to segregate any assets that may at any time be represented by Awards under this Plan.
Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a
trustee of any amounts to be paid under this Plan nor shall anything contained in this Plan
or any action taken pursuant to its provisions create or be construed to create a fiduciary
relationship between the Company and/or its Affiliates, and a Participant or Successor. To
the extent any person acquires a right to receive an Award under this Plan, such right shall
be no greater than the right of an unsecured general creditor of the Company.




     (j) Limits of Liability.




     (i) Any liability of the Company to any Participant with respect to an Award
shall be based solely upon contractual obligations created by this Plan and the
Agreement.




     (ii) Except as may be required by law, neither the Company nor any member or
former member of the Board or the Committee, nor any other person participating
(including participation pursuant to a delegation of authority under Section 3
hereof) in any determination of any question under this Plan, or in the
interpretation, administration or application of this Plan, shall have any
liability to any party for any action taken, or not taken, in good faith under this
Plan.



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     (iii) To the full extent permitted by law, each member and former member of the
Committee and each person to whom the Committee delegates or has delegated authority
under this Plan shall be entitled to indemnification by the Company against any
loss, liability, judgment, damage, cost and reasonable expense incurred by such
member, former member or other person by reason of any action taken, failure to act
or determination made in good faith under or with respect to this Plan.




     (k) Compliance with Applicable Legal Requirements. The Company shall not be required
to issue or deliver a certificate for Shares distributable pursuant to this Plan unless the
issuance of such certificate complies with all applicable legal requirements including,
without limitation, compliance with the provisions of applicable state securities laws, the
Securities Act of 1933, as amended and in effect from time to time or any successor statute,
the Exchange Act and the requirements of the exchanges, if any, on which the Company’s
Shares may, at the time, be listed.




     (l) Deferrals and Settlements. The Committee may require or permit Participants to
elect to defer the issuance of Shares or the settlement of Awards in cash under such rules
and procedures as it may establish under this Plan. It may also provide that deferred
settlements include the payment or crediting of interest on the deferral amounts.



     14. Substitute Awards. Awards may be granted under this Plan from time to time in
substitution for Awards held by employees of other corporations who are about to become Associates,
or whose employer is about to become a Subsidiary of the Company, as the result of the Spin-Off, a
merger or consolidation of the Company or a Subsidiary of the Company with another corporation, the
acquisition by the Company or a Subsidiary of the Company of all or substantially all the assets of
another corporation or the acquisition by the Company or a Subsidiary of the Company of at least
50% of the issued and outstanding stock of another corporation. The terms and conditions of the
substitute Awards so granted may vary from the terms and conditions set forth in this Plan to such
extent as the Board at the time of the grant may deem appropriate to conform, in whole or in part,
to the provisions of the Awards in substitution for which they are granted, but with respect to
Awards which are Incentive Stock Options, no such variation shall be permitted which affects the
status of any such substitute option as an Incentive Stock Option.



     Awards may be granted under this Plan in substitution for awards relating to shares of common
stock of Ralcorp Holdings, Inc. or for cash incentive awards and, in either case, outstanding
immediately prior to the Spin-Off. The terms and conditions of any substitute Awards so granted
may vary from the terms and conditions set forth in this Plan to such extent the Board or the
Committee, as applicable, at the time of the grant may deem appropriate to conform, in whole or in
part, to the provisions of the awards in substitution for which they are granted. Notwithstanding
the foregoing, nothing herein shall require such substitute Awards to
be made under this Plan, the terms of any such substitute Awards may vary from Award to Award, and
any such substitute Awards may be made with respect to one or more prior awards (in whole or in
part) and individuals and need not be made with respect to all prior awards or



18









 







with respect to all such individuals. The Board or the Committee, as applicable, shall have discretion to select
individuals to whom such substitute Awards are to be granted and the applicable terms and number of
Shares or amount of cash applicable to such Awards.



     15. Governing Law. To the extent that federal laws do not otherwise control, this Plan and
all determinations made and actions taken pursuant to this Plan shall be governed by the laws of
Missouri, without giving effect to principles of conflicts of laws, and construed accordingly.



     16. Severability. In the event any provision of this Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and
this Plan shall be construed and enforced as if the illegal or invalid provision had not been
included.



     17. Deferred Compensation. If any Award would be considered deferred compensation as defined
under Code Section 409A and would fail to meet the requirements of Code Section 409A, then such
Award shall be null and void.




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