Amended and Restated 2002 Incentive Stock Plan


 

 

Exhibit 10.1

 

 




RALCORP
HOLDINGS, INC.

AMENDED
AND RESTATED

2002
INCENTIVE STOCK PLAN




 


 

Section
I.   General Provisions




A.  Purpose
of Plan




The
purpose of the Amended and Restated 2002 Ralcorp Incentive Stock Plan (the
"Plan") is to enhance the profitability and value of the Company for the benefit
of its shareholders by providing for stock options and other stock awards to
attract, retain and motivate directors, officers and other key employees who
make important contributions to the success of the Company.




B.  Definitions
of Terms as Used in the Plan





	 	
      1.
	
      "Affiliate"
      means any subsidiary, whether directly or indirectly owned, or parent of
      the Company, or any other entity designated by the
    Committee.








	 	
      2.
	
      "Award"
      means a Stock Option granted under Section II of the Plan or Other Stock
      Award granted under Section III of the
Plan.







3.  "Board" means
the Board of Directors of Ralcorp Holdings, Inc.





	 	
      4.
	
      "Committee"
      means the Nominating and Compensation Committee of the Board of Directors
      of the Company or any successor committee the Board of Directors may
      designate to administer the Plan.







5.  "Company" means
Ralcorp Holdings, Inc.




6.  "Employee" means
any person who is employed by the Company or an Affiliate.





	 	
      7.
	
      "Fair
      Market Value"
      of any class or series of Stock means the fair and reasonable value
      thereof as determined by the Committee according to prices in trades as
      reported on the New York Stock Exchange-Composite Transactions. If there
      are no prices so reported or if, in the opinion of the Committee, such
      reported prices do not represent the fair and reasonable value of the
      Stock, then the Committee shall determine Fair Market Value by any means
      it deems reasonable under the
circumstances.








	 	
      8.
	
      "Stock"
      means the Ralcorp Common Stock $.01 par value or any other authorized
      class or series of common stock or any such other security outstanding
      upon the reclassification of any of such classes or series of common
      stock, including, without limitation, any stock split-up, stock dividend,
      creation of targeted stock, spin-off 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.







C.  Scope
of Plan and Eligibility




Any
Employee or director selected by the Board or Committee shall be eligible for
any Award contemplated under the Plan.

 

 

 


 




















 

 

 

 

 

 


 




D.  Authorization
and Reservation




The
shares of Stock for which Awards may be granted under the Plan shall be subject
to the following:





	(a)  	
      the
      shares of Stock 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)  	
      subject
      to the following provisions of Paragraph D, the maximum number of shares
      of stock that may be delivered to participants and their beneficiaries
      under the Plan shall be equal to the sum
of:







(i)
1,500,000 shares of Stock; (ii) any shares of Stock available for future awards
under any prior plan of the Company (the "Prior Plan") as of the effective date
of this Plan; and (iii) any shares of Stock that are forfeited, expire or are
canceled without delivery of shares of Stock or which result in the forfeiture
of shares of Stock back to the Company under the Plan or the Prior
Plan;





	(c)  	
      to
      the extent any shares of Stock covered by an Award are not delivered to an
      Award recipient or beneficiary because the Award is forfeited or canceled
      or the shares of Stock 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 purpose of determining the maximum
      number of shares of Stock available for delivery of the Plan;
    








	(d)  	
      if
      the exercise price of any Stock Option granted under the Plan or all Prior
      Plans is satisfied by tendering shares of Stock to the Company, only the
      number of shares of Stock issued net of the shares of Stock tendered shall
      be deemed delivered for purposes of determining the maximum number of
      shares of Stock available under the Plan;
and








	(e)  	
      the
      total number of shares of Stock that may be issued to any one participant
      during the term of Plan shall not exceed 1,000,000 shares of
      Stock.







E.            Administration
of the Plan





	 	
      1.
	
      The
      Committee shall administer the Plan and, in connection therewith, it shall
      have full power to grant Awards, construe and interpret the Plan,
      establish rules and regulations and perform all other acts it believes
      reasonable and proper, including the power to delegate responsibility to
      others to assist it in administering the
Plan.








	 	
      2.
	
      The
      Committee shall include three or more members of the Board of the Company.
      Its members shall be appointed by and serve at the pleasure of the
      Board.








	 	
      3.
	
      The
      determination of those eligible to receive Awards, and the amount and type
      of each Award shall rest in the sole discretion of the Committee or the
      Board, subject to the provisions of the
Plan.







Section
II.   Stock Options




A.  Description




The
Committee or the Board may grant options with respect to any class or series of
Stock ("Stock Options") that qualify as "Incentive Stock Options" under Section
422A of the Internal Revenue Code of 1986, as amended, and it may grant Stock
Options that do not so qualify.

 

 

 

 




















 

 

 

 

 

 


 




B.  Terms
and Conditions





	 	
      1.
	
      Each
      Stock Option shall be set forth in a written agreement containing such
      terms and conditions as the Committee or the Board may determine, subject
      to the provisions of the Plan.








	 	
      2.
	
      Except
      as set forth below in this paragraph, the purchase price of any shares
      exercised under any Stock Option must be paid in full upon such exercise.
      The payment shall be made in such form, which may be cash or Stock, as the
      Committee or the Board may determine. The Committee may permit a
      participant to pay the exercise price upon the exercise of a Stock Option
      by irrevocably authorizing a third party to sell shares of Stock (or a
      sufficient portion of shares) acquired upon exercise of the Stock Option
      and remit to the Company a sufficient portion of the sale proceeds to pay
      the entire exercise price and any tax withholding resulting from such
      exercise.








	 	
      3.
	
      No
      Incentive Stock Option may be exercised after the expiration of ten (10)
      years from the date such option is granted.








	 	
      4.
	
      The
      exercise price of each Stock Option shall be established by the Committee
      or shall be determined by a method established by the Committee at the
      time the Stock Option is granted. The exercise price shall not be less
      than 100% of the Fair Market Value of a share of Stock on the date of
      grant of the Award; provided, however, that if the Award is granted in
      connection with the recipient’s hiring, promotion or similar event, the
      Stock Option exercise price may not be less than the Fair Market Value of
      the Stock on the date on which the recipient is hired or promoted (or
      similar event) if the grant of the Stock Option occurs not more than 180
      days after the date of such hiring, promotion or other
    event.








	 	
      5.
	
      In
      the case of an Incentive Stock Option, the aggregate Fair Market Value
      (determined as of the time the Stock Option is granted) of the appropriate
      class or series of Stock with respect to which Stock Options are
      exercisable for the first time by any Employee during any calendar year
      (under all such plans of his employer corporation and its parent and
      subsidiary corporations) shall not exceed
$100,000.







Section
III.   Other Stock Awards




In
addition to Stock Options, the Committee or the Board may grant Other Stock
Awards payable in any class or series of Stock upon such terms and conditions as
the Committee or the Board may determine, subject to the provisions of the Plan.
Other Stock Awards may include, but are not limited to, the following types of
Awards:





	 	
      1.
	
      Restricted
      Stock Awards.
      The Committee or the Board may grant Restricted Stock Awards, each of
      which consists of a grant of shares of any class or series of Stock
      subject to terms and conditions determined by the Committee or the Board
      in each entity’s discretion, subject to the provisions of the Plan. Such
      terms and conditions shall be set forth in written agreements. The shares
      of Stock granted will be restricted and may not be sold, pledged,
      transferred or otherwise disposed of until the lapse or release of
      restrictions in accordance with the terms of the agreement and the Plan.
      Prior to the lapse or release of restrictions, all shares of Stock are
      subject to forfeiture in accordance with Section IV of the Plan. Shares of
      Stock issued pursuant to a Restricted Stock Award can be issued for no
      monetary consideration. No more than 500,000 shares of Stock available for
      Awards may be used for the grant of Restricted
Stock







 

 

 


 

















 

 

 

 

 

 

 


 


	 	
      2.
	
      Stock
      Related Deferred Compensation.
      The Committee or the Board may, in its discretion, permit the deferral of
      payment of an Employee's cash bonus or other cash compensation in the form
      of either cash or any class or series of Stock (or Stock equivalents, each
      corresponding to a share of such Stock) under such terms and conditions as
      the Committee or the Board may prescribe. Payment of such compensation may
      be deferred for such period or until the occurrence of such event as the
      Committee or the Board may determine. All deferrals made in any class or
      series of Stock (or Stock equivalents) shall be paid on distribution in
      Stock.. If a deferral is permitted in the form of Stock or Stock
      equivalents, the number of shares of Stock or number of Stock equivalents
      deferred will be determined by dividing the amount of the Employee's bonus
      or other cash compensation being deferred by the closing price of the
      appropriate class or series of Stock, as reported by the New York Stock
      Exchange-Composite Transactions, on the date in question. Deferrals in any
      class or series of Stock or Stock equivalents cannot be transferred into
      other investment options. Additional rights or restrictions may apply in
      the event of a change in control of the
Company.







Section
IV.   Forfeiture of Awards





	 	
      A.
	
      The
      Committee or the Board may include in any Award any conditions of
      forfeiture it may deem appropriate. The Committee or the Board also, after
      taking into account the relevant circumstances, may waive any condition of
      forfeiture stated in any Award contract.








	 	
      B.
	
      In
      the event of forfeiture, the recipient shall lose all rights in and to the
      Award. Except in the case of Restricted Stock Awards as to which the
      restrictions have not lapsed, this provision, however, shall not be
      invoked to force any recipient to return any Stock already received under
      an Award.








	 	
      C.
	
      Such
      determinations as may be necessary for application of this section,
      including any grant of authority to others to make determinations under
      this section, shall be at the sole discretion of the Committee or the
      Board, and its determinations shall be
conclusive.







Section
V.   Death of Awardee




Upon the
death of an Award recipient, the following rules apply:





	 	
      A.
	
      A
      Stock Option, to the extent exercisable on the date of his death, may be
      exercised at any time within six (6) months, or such longer period not
      exceeding three years as the Committee or the Board may determine, after
      the recipient's death, but not after the expiration of the term of the
      Stock Option, by the recipient's designated beneficiary or personal
      representative or the person or persons entitled thereto by will or in
      accordance with the laws of descent and
distribution.








	 	
      B.
	
      In
      the case of any Other Stock Award, the Stock due shall be determined as of
      the date of the recipient's death, and the Company shall issue the
      appropriate number of shares of the appropriate class or series of Stock.
      The issuance of shares of such Stock shall be made to recipient's
      designated beneficiary or personal representative or the person or persons
      entitled thereto by will or in accordance with the laws of descent and
      distribution.







 

 

 


 

















 

 

 

 

 

 


 


	 	
      C.
	
      An
      Award recipient may file with the Committee a written designation of a
      beneficiary or beneficiaries (subject to such limitations as to the
      classes and number of beneficiaries and contingent beneficiaries as the
      Committee and the Board may from time to time prescribe) to exercise, in
      the event of the death of the recipient, a Stock Option, or to receive, in
      such event, any Other Stock Awards. The Committee and the Board reserve
      the right to review and approve beneficiary designations. A recipient may
      from time to time revoke or change any such designation or beneficiary and
      any designation of beneficiary under the Plan shall be controlling over
      any other disposition, testamentary or otherwise; provided, however, that
      if the Committee or the Board shall be in doubt as to the right of any
      such beneficiary to exercise any Stock Option or to receive any Other
      Stock Award, the Committee or the Board, as the case may be, may determine
      to recognize only an exercise by the legal representative of the
      recipient, in which case the Company and the Committee and the Board and
      the members thereof shall not be under any further liability to
      anyone.







Section
VI.   Other Governing Provisions




A.  Transferability




Except as
otherwise noted herein, no Award shall be transferable other than by beneficiary
designation, will or the laws of descent and distribution, and any right granted
under an Award may be exercised during the lifetime of the holder thereof only
by him or by his guardian or legal representative.




B.  Rights
as a Shareholder




A
recipient of an Award shall, unless the terms of the Award provide otherwise,
have no rights as a shareholder, with respect to any Stock Options or shares
which may be issued in connection with the Award until the issuance of a Stock
certificate for such shares, and no adjustment other than as stated herein shall
be made for dividends or other rights for which the record date is prior to the
issuance of such Stock certificate.




C.  General
Conditions of Awards




No
director, Employee or other person shall have any right with respect to this
Plan, the shares reserved or in any Award, contingent or otherwise, until
written evidence of the Award shall have been delivered to the recipient and all
the terms, conditions and provisions of the Plan applicable to such recipient
have been met.




D.  Reservation
of Rights of Company




The
selection of an Employee for any Award shall not give such person any right to
continue as an Employee and the right to discharge any Employee is specifically
reserved.




E.  Acceleration




The
Committee or the Board may, in its sole discretion, accelerate the date of
exercise of any Award.




F.  Adjustments




In the
event of any stock split, reverse stock split, stock dividend, recapitalization,
combination of shares, reclassification of shares, spin-off or other similar
change in capitalization or event, or any distribution to holders of Common
Stock other than an ordinary cash dividend, (i) the number and class of
securities available under this Plan, (ii) the sub-limit set forth in Section
III(1), (iii) the number and class of securities and exercise price per share
subject to each outstanding Option (under the Plan or the Prior Plan) and (iv)
the terms of each other outstanding stock-based Award shall be appropriately
adjusted by the Company (or substituted Awards may be made, if applicable) to
the extent the Board shall determine, in good faith, that such an adjustment (or
substitution) is appropriate.

 

 

 


 

















 

 

 

 

 

 


 

G.  Withholding
of Taxes




The
Company shall deduct from any payment, or otherwise collect from the recipient,
any taxes required to be withheld by federal, state or local governments in
connection with any Award. The recipient may elect, subject to approval by the
Committee or the Board, to have shares withheld by the Company in satisfaction
of such taxes, or to deliver other shares of Stock owned by the recipient in
satisfaction of such taxes. The number of shares to be withheld or delivered
shall be calculated by reference to the Fair Market Value of the appropriate
class or series of Stock on the date that such taxes are
determined.




H.  No
Warranty of Tax Effect




Except as
may be contained in the terms of any Award, no opinion is expressed nor
warranties made as to the effect for federal, state, or local tax purposes of
any Award.




I.  Amendment
of Plan




The Board
may, from time to time, amend, suspend or terminate the Plan in whole or in
part, and if terminated may reinstate any or all of the provisions of the Plan,
except that no amendment, suspension or termination may (i) apply to the terms
of any Award (contingent or otherwise) granted prior to the effective date of
such amendment, suspension or termination without the recipient's consent or
(ii) increase the shares of Stock available for Awards.




J.  Construction
of Plan




The place
of administration of the Plan shall be in the State of Missouri, and the
validity, construction, interpretation, administration and effect of the Plan
and of its rules and regulations, and rights relating to the Plan, shall be
determined solely in accordance with the laws of the State of
Missouri.




K.  Elections
of Corporate Officers




Notwithstanding
anything to the contrary stated herein, any election or other action with
respect to an Award of a recipient subject to Section 16 of the Securities
Exchange Act of 1934 will be null and void if any such election or other action
would cause said recipient to be subject to short-swing profit recovery under
Section 16.




Section
VII.   Effective Date and Term




This Plan
shall be effective upon adoption by the shareholders of the Company. The Plan
shall continue in effect until January 31, 2012, when it shall terminate. Upon
termination, any balances in the share reserve shall be canceled, and no Awards
shall be granted under the Plan thereafter. The Plan shall continue in effect,
however, insofar as is necessary to complete all of the Company's obligations
under outstanding Awards to conclude the administration of the
Plan.