exhibit_10-5.htm

Exhibit 10.5

     

     

     

     

    FORM
OF

    AMENDMENT
TO NON-QUALIFIED STOCK

    OPTION
AGREEMENTS AND

    STOCK
APPRECIATION RIGHTS AGREEMENTS

    


    


    WHEREAS,
Ralcorp Holdings, Inc. (“Company”), granted certain Non-Qualified Stock Options
and Stock Appreciation Rights (collectively “the Awards”) to purchase shares of
its $.01 par value Common Stock (“Common Stock”) pursuant to:

    


    
      	
              1.  

            	
              Ralcorp
      Holdings, Inc. Incentive Stock Plan
(“Plan”);

            


    

    


    
      	
              2.  

            	
              Ralcorp
      Holdings, Inc. Amended and Restated 2002 Incentive Stock Plan (“2002
      Plan”);

            


    

    


    
      	
              3.  

            	
              Ralcorp
      Holdings, Inc. 2007 Incentive Stock Plan (“2007 Plan”);
  and

            


    

    


    WHEREAS, the Company and [ ] (“Award
Recipient”) desire to amend the agreements for each Award received by Award
Recipient in certain respects to reflect compliance with the provisions of
Section 409A of the Internal Revenue Code of 1986, as amended (“Code”);
and

    


    WHEREAS, the Board of Directors of the
Company has amended the Plan, the 2002 Plan and the 2007 Plan in certain
respects to reflect compliance with the provisions of Section 409A of the Code;
and

    


    WHEREAS, the Company and the Award
Recipient desire that the terms of the Plan, the 2002 Plan and the 2007 Plan, as
amended and attached hereto as Exhibits A, B and C, apply to the terms of the
Awards granted to Award Recipient as listed in Exhibit D attached
hereto.

    


    NOW, THEREFORE, the agreements for
Award Recipient’s underlying Awards as listed in Exhibit D are hereby amended
effective October 1, 2008 as follows:

    


    September 23, 1999 and
February 26, 2001 Non-Qualified Stock Option Agreements:

    


    1.           The
second sentence of Section 1 is deleted and replaced with the
following:

    


    This
Option remains exercisable through 10 years from date of
grant, unless Optionee is no longer employed by the Company or such other event
as specified in paragraph 2 occurs, which in either case the Option is
exercisable only if permitted by, and in accordance with, the provisions of
paragraph 2 below.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           Section
2.e. is deleted and replaced with the following:

    


    
      	
               
      

            	
              e.

            	
              Occurrence
      of a Change in Control (exercisable upon an occurrence of a Change in
      Control and for six months following the Change in
    Control).

            


    

    


    3.           The
third sentence of Section 3 of the Agreement is revised to add the following
language to the end thereof:

    


    or until
the option terminates under paragraph 1, whichever occurs first.

    


    4.           Section
4 of the Agreement is deleted in its entirety.

    


    5.           The
current Section 5.a. of the Agreement is deleted in its entirety, and Section 5
is renumbered as Section 4, and the remaining sections are renumbered
accordingly.

    


    6.           The
Company and the Optionee agree that the terms of the Plan, as amended and
attached hereto, shall apply to the Option in all respects.

    


    January 31, 2002, January
30, 2003, February 5, 2004 and February 2, 2005 Non-Qualified Stock Option
Agreements:

    


    1.           The
second sentence of Section 1 is deleted and replaced with the
following:

    


    This
Option remains exercisable through 10 years from the date of grant, unless
Optionee is no longer employed by the Company or such other event as specified
in paragraph 2 occurs, which in either case the Option is exercisable only if
permitted by, and in accordance with, the provisions of paragraph 2
below.

    


    2.           Section
2.e. is deleted and replaced with the following:

    


    
      	
               
      

            	
              e.

            	
              Occurrence
      of a Change in Control (exercisable upon an occurrence of a Change in
      Control and for six months following the Change in
    Control).

            


    

    


    3.           The
second sentence of the last paragraph of Section 3 of the Agreement is revised
to add the following language to the end thereof:

    


    or until
the option terminates under paragraph 1, whichever occurs first.

    


    4.           The
third sentence of the last paragraph of Section 3 of the Agreement is deleted
and replaced with the following:

    


    Therefore,
any exercisable portion of this Option that is not exercised within such seven
day period (or such shorter period to the extent determined by the Company in
accordance with the foregoing sentence) will be forfeited and may not be
exercised.

    


    5.           Section
4 of the Agreement is deleted in its entirety.

    


    6.           The
current Section 5.a. of the Agreement is deleted in its entirety, and Section 5
is renumbered as Section 4, and the remaining sections are renumbered
accordingly.

    


    7.           The
Company and the Optionee agree that the terms of the 2002 Plan, as amended and
attached hereto, shall apply to the Option in all respects.

    


    September 29, 2005,
September 28, 2006 and September 27, 2007 Stock Appreciation Rights
Agreements:

    


    1.           The
last sentence of Section 1 of the Agreement is deleted and replaced with the
following:

    


    In lieu
of fractional shares, the amount to be paid upon exercise shall be rounded down
to the nearest whole number of shares.

    


    2.           The
second sentence of Section 2 of the Agreement is deleted and replaced with the
following:

    


    The SARs
remain exercisable through 10 years from the date of grant, unless the SAR
Holder is no longer employed by the Company or such other event as specified in
paragraph 3 occurs, which in either case the SARs are exercisable only if
permitted by, and in accordance with, the provisions of paragraph 3
below.

    


    3.           Section
3.e. is deleted and replaced with the following:

    


    e.           Occurrence
of a Change in Control (exercisable upon an occurrence of a Change in Control
and for six months following the Change in Control).

    


    4.           The
second sentence of the last paragraph of Section 4 of the Agreement is revised
to add the following language to the end thereof:

    


    or until
the option terminates under paragraph 1, whichever occurs first.

    


    5.           The
third sentence of the last paragraph of Section 4 of the Agreement is deleted
and replaced with the following:

    


    Therefore,
any exercisable portion of the SARs that is not exercised within such seven-day
period (or such shorter period to the extent determined by the Company in
accordance with the foregoing sentence) will be forfeited and may not be
exercised.

    


    6.           Section
5 of the Agreement is deleted in its entirety.

    


    7.           The
current Section 6.a. of the Agreement is deleted in its entirety, and Section 6
is renumbered as Section 5, and the remaining sections are renumbered
accordingly.

    


    8.           The
Company and the SAR Holder agree that the terms of the 2002 Plan and 2007 Plan,
as amended and attached hereto, shall apply to the Agreement in all respects
(except to the extent otherwise specifically stated in the
Agreement).

    


    


    


    ACKNOWLEDGED
AND
ACCEPTED:                                                                                                RALCORP
HOLDINGS, INC.

    


    


    ______________________________                                                                                     By:________________________

    [ ],
Award
Recipient                                                                                                                             
C. G. Huber, Jr., Secretary

    


    Date:
________________________