exhibit_10-1.htm


    Exhibit 10.1
 

     

     

    
 

    AMENDMENT
TO RESTRICTED STOCK AWARD AGREEMENTS

    FOR
RICHARD G. SCALISE

    


    WHEREAS, Ralcorp Holdings, Inc.
(“Company”), granted R. G. Scalise (“Award Recipient”) certain Restricted Stock
Awards (“Awards”) of shares of its $.01 par value Common Stock (“Common Stock”)
pursuant to:

    


    
      	
              1.  

            	
              Ralcorp
      Holdings, Inc. Amended and Restated 2002 Incentive Stock Plan (“2002
      Plan”) for the Award granted on June 29, 2005 and September 28, 2006;
      and

            


    

    
      	
              2.  

            	
              Ralcorp
      Holdings, Inc. 2007 Incentive Stock Plan (“2007 Plan”) for the Award
      granted on March 30, 2007; 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 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 2002 Plan and the 2007 Plan, as amended
and attached hereto as Exhibits A and B, apply to the terms of the Awards
granted to Award Recipient.

    


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

    


    Section 5
is deleted and replaced with the following:

    


    5.           Shareholder
Rights

    


    Prior to
the release of restrictions as set forth above, Recipient shall be entitled to
all shareholder rights except the right to sell, pledge, transfer or otherwise
dispose of the shares, and except that any and all dividends declared and paid
with respect to restricted shares will be held by the Company in an account
until release of restrictions.  Interest will be credited to the
account quarterly on the full amount in the account until the account is
distributed.  Interest shall be calculated at a rate equal to the
average of the daily close of business prime rates for the quarter, as such
prime rates are established by JPMorgan Chase, or such other bank as may be
designated by the Corporate Governance and Compensation Committee of the Board
of Directors of the Company (the "Committee").  On the date on which
restrictions are released, all dividends and interest, if any, accrued to that
date with respect to the shares on which the restrictions are released will be
payable to Recipient; provided that, for this purpose, to the extent necessary
to avoid the adverse tax consequences under Section 409A of the Internal Revenue
Code of 1986, as amended (“Code”), restrictions will be deemed to be released
under this paragraph on account of a total and permanent disability or a Change
in Control only to the extent such events occur both under the terms of this
Agreement and in a manner consistent with Section 409A of the
Code.  Notwithstanding the foregoing, in the event that the Recipient
is determined to be a specified employee within the meaning of Section 409A of
the Code, for purposes of payment on termination of employment hereunder,
payment shall be made 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.  In the
event that the restrictions are not released and the award is forfeited pursuant
to Paragraph 4 above, Recipient shall not be entitled to receive any dividends
and interest which may have accrued with respect to the shares so forfeited,
unless approved by the Committee or the entire Board.

    


    


    


    ACKNOWLEDGED
AND
ACCEPTED:                                                                                                RALCORP
HOLDINGS, INC.

    


    


    /s/R.G.
Scalise                                                                                                      By: 
/s/C.G. Huber, Jr.

    R. G.
Scalise, Award
Recipient                                                                                                                             
C. G. Huber, Jr., Secretary

    


    


    Date:
________________________