exhibit_10-3.htm

Exhibit 10.3


     

     

     

    FORM
OF

    AMENDMENT
TO THE

    MANAGEMENT
CONTINUITY AGREEMENT

    FOR
CO-CHIEF EXECUTIVE OFFICERS AND CORPORATE OFFICERS

    


    WHEREAS, Ralcorp Holdings, Inc.
(“Company”) entered into a Management Continuity Agreement (“Agreement”) on
March 31, 2006 with [ ] (“Executive”); and

    


    WHEREAS, the Company and the Executive
desire to amend the Agreement 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 approved amendments to reflect compliance with the provisions of
Section 409A of the Code.

    


    NOW, THEREFORE, the Agreement is hereby
amended effective October 1, 2008 as follows:

    


    
      	
              1.  

            	
              The
      content of Section 1.n. of the Agreement is deleted in its entirety and
      replaced with the following:

            


    

    


    “Non-Compete
Effective Date” shall mean the date on which a Qualifying Termination occurs
which requires the Company or any entity on its behalf to pay the Executive the
severance benefits set forth under paragraphs a and b of Section 3
hereunder.”

     

    
      	
              2.  

            	
              
                Section
      3.d. of the Agreement is revised to clarify that payment will be made for
      costs and fees incurred during the Executive’s lifetime.  As
      such, Section 3.d is hereby amended by deleting the content of Section 3.d
      in its entirety and replacing it with the
  following:

              

            


    

    


    “Payment,
on a current and ongoing basis, of any actual costs and expenses of litigation
incurred by the Executive, during the Executive’s lifetime, including costs of
investigation and reasonable attorney’s fees, in the event the Executive is a
party to any legal action to enforce or to recover damages for breach of this
Agreement, or to recover or recoup from the Executive or the Executive’s legal
representative or beneficiary any amounts paid under or pursuant to this
Agreement, regardless of the outcome of such litigation, plus interest at the
applicable Federal rate provided for in Section 7872(f)(2) of the
Code.”

    


    
      	
              3.  

            	
              In
      order to clarify the timing of the accrual and reimbursement of any costs
      or expenses incurred relating to outplacement assistance, Section 3.e. of
      the Agreement is hereby amended by deleting the content of Section 3.e in
      its entirety and replacing it with the
  following:

            


    

    


    
      	
               
      

            	
              “Payment,
      on a current and ongoing basis (up to $20,000 in the aggregate) of costs
      or expenses incurred relating to or in the nature of outplacement
      assistance; provided that, such costs or expenses shall be limited to
      those incurred on or before the last day of the second taxable year
      following the year in which such Qualifying Termination occurred, and
      payment of such costs and expenses shall be made no later than the third
      taxable year following the year in which the Qualifying Termination
      occurred.”

            


    

    


    
      	
              4.  

            	
              Section
      3 is revised to clarify that expenses eligible for reimbursement in
      Section 3 do not affect expenses for reimbursement in other years and the
      timing of any reimbursement.  Section 3 is further revised to
      clarify that a Change in Control shall be deemed to occur only to the
      extent that it meets the requirements of Section 409A.  As such,
      Section 3 is hereby amended by deleting the paragraph immediately
      following Section 3.e of the Agreement and replacing it with the following
      paragraph:

            


    

    


    “Notwithstanding
anything herein to the contrary, to the extent necessary to avoid the adverse
tax consequences under Section 409A of the Code, the amount of expenses eligible
for reimbursement, or in-kind benefits provided, in accordance with this Section
3, during a year shall not affect the expenses eligible for reimbursement, or
in-kind benefits to be provided, in any other year; the reimbursement of an
eligible expense shall be made on or before the last day of the year following
the year in which the expense was incurred; and the right to reimbursement or
in-kind benefits shall not be subject to liquidation or exchange for any other
benefit.  In the event the Executive employment is terminated (other
than as a result of a Termination for Cause) and the Executive objects to such
termination orally or in writing and such termination occurs within 270 days
prior to a Change in Control, the Executive shall be treated as meeting the
requirements for severance benefits under Section 3, for a Payment Period of 36
months.  Payment for this purpose shall be made or begin, as
applicable, under Section 3 on the date of the Change in Control (or thereafter
as specified) as though the date of the Change in Control were the date of a
Qualifying Termination for purposes of determining the time of payment under
Section 3.  For purposes of this paragraph only, a Change in Control
shall be deemed to occur only to the extent the Change in Control meets the
requirements of this Agreement and is a change in control event for purposes of
Section 409A of the Code.”

    


    
      	
              5.  

            	
              The
      last paragraph of Section 3 of the Agreement is revised to clarify that
      only those costs and expenses of litigation incurred during a designated
      beneficiary or legal representative’s lifetime shall be
      paid.  As such, Section 3 of the Agreement is hereby amended by
      deleting the last paragraph of Section 3 and replacing it with the
      following:

            


    

    


    “The
Executive may file with the Secretary or any Assistant Secretary of Ralcorp a
written designation of a beneficiary or contingent beneficiaries to receive the
payments described in subparagraphs (a) and (c) above in the event of the
Executive’s death following the Executive’s Qualifying Termination but prior to
payment by the Company.  The Executive may from time to time revoke or
change any such designation of beneficiary and any designation of beneficiary
pursuant to this Agreement shall be controlling over any other disposition,
testamentary or otherwise; provided, however, that if the Company shall be in
doubt as to the right of any such beneficiary to receive such payments, it may
determine to pay such amounts to the legal representative of the Executive, in
which case the Company shall not be under any further liability to
anyone.  In the event that such designated beneficiary or legal
representative becomes a party to a legal action to enforce or to recover
damages for breach of this Agreement, or to recover any amounts paid under or
pursuant to this Agreement, regardless of the outcome of such litigation, the
Company shall pay their actual costs and expenses of such litigation incurred
during such designated beneficiary’s or legal representative’s lifetime,
including costs of investigation and reasonable attorneys’ fees, plus interest
at the applicable Federal rate provided for in Section 7872(f)(2) of the Code;
provided, however, that the Company shall not be required to pay such costs and
expenses in connection with litigation to determine the proper payee, among two
or more claimants, of the payments described in subparagraphs (a) and
(c).”

    


    
      	
              6.  

            	
              Section
      7 is revised to clarify the timing of payments.  As such,
      Section 7 of the Agreement is hereby amended by adding the following
      language to the end thereof:

            


    

    


    “e.           Notwithstanding
anything herein to the contrary, any payment provided for under Section 7,
including any Underpayment, shall be made by the end of the year following the
year in which the Executive remits the related taxes.  In addition,
payment with respect to the right to any expenses incurred due to a tax audit or
litigation addressing the existence or amount of a tax liability shall be made
by the end of the year following the year in which the taxes that are the
subject of the audit or litigation are remitted to the taxing authority, or
where as a result of such audit or litigation, no taxes are remitted, the end of
the year following the year in which the audit is completed or there is a final
and nonappealable settlement or other resolution of the
litigation.”

    


    
      	
              7.  

            	
              The
      Agreement is revised to reflect compliance with the Section 409A
      requirement with respect to the timing of payments to specified
      employees.  As such, the Agreement is hereby amended by adding
      the following language to the end
thereof:

            


    

    


    
      	
               
      

            	
              “12.

            	
              Time of
      Payment.  Notwithstanding anything herein to the
      contrary, in the event that the Executive is determined to be a specified
      employee within the meaning of Section 409A of the Code and the
      regulations and other guidance thereunder, for purposes of any payment on
      termination of employment hereunder, payment(s) shall be made or begin, as
      applicable, on the first payroll date which is more than six months
      following the date of separation from service, to the extent required to
      avoid any adverse tax consequences under Section 409A of the Code and the
      regulations and other guidance
thereunder.”

            


    

    


    


    IN WITNESS WHEREOF, the undersigned
have executed this Amendment this ____ day of _________________, 2008 and
effective on the first day of October 2008.

    


    


    EXECUTIVE                                                                                                                   RALCORP HOLDINGS,
INC.

    


    


    ___________________________                                                                           By:
___________________________

                            
C. G. Huber, Jr., 

                                                                                                                                                    
Corporate
Vice President,


                                                                                                                                                    
General Counsel and Secretary

    


    


    


    


    


    


     

    


    2925684.1