exhibit_10-2.htm

Exhibit 10.2


     

     

     

    FORM
OF

    AMENDMENT
TO NON-QUALIFIED STOCK

    OPTION
AGREEMENTS AND

    STOCK
APPRECIATION RIGHTS AGREEMENTS

    FOR
NON-EMPLOYEE DIRECTORS

    


    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;
and

    


    WHEREAS, the Company and the Award
Recipient desire to amend the agreements for each Award received by Award
Recipient to provide for 100% vesting three-years from the date of grant of
stock 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 unless otherwise provided herein as
follows:

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

     

     

    
 

    409A
Amendments

    


    Non-Qualified Stock Option
Agreements:

    


    1.           Section
1.d. is deleted and replaced with the following:

    


    
      	
               
      

            	
              d.

            	
              Occurrence
      of a Change in Control while serving as a Director (exercisable upon an
      occurrence of a Change in Control and for six
  months).

            


    

    


    2.           Section
3 of the Agreement is deleted in its entirety.

    


    3.           The
current Section 4.a. of the Agreement is deleted in its entirety, and Section 4
is renumbered as Section 3, and the remaining sections are renumbered
accordingly.

    


    4.           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 (except to the extent
otherwise specifically stated in the Agreement).

    


    Stock Appreciation Rights
Agreement dated September 27, 2007:

    


    1.           The
last sentence of the first paragraph 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.           Section
1.d. is deleted and replaced with the following:

    


    d.           Occurrence
of a Change in Control while serving as a Director (exercisable  upon
an occurrence of a Change in Control and for six months).

    


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

    


    4.           Section
4.a. of the Agreement is deleted in its entirety, and Section 4 is renumbered as
Section 3, and the remaining sections are renumbered accordingly.

    


    
      	
              4.  

            	
              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 (except to the
      extent otherwise specifically stated in the
  Agreement).

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

     

    
 

    Stock Award Vesting
Amendment

    


    Non-Qualified Stock Option
Agreements:

    


    


    1. Effective
November 20, 2008, Section 1 of the Agreement is deleted and replaced with the
following:

    


    
      	
              1.  

            	
              Exercise – This
      Option shall become fully exercisable three-years from the date of grant
      but once exercised, the shares are to be held by the non-management
      director until they leave the Company’s Board of
      Directors.  This Option shall also become exercisable in full on
      the date of any occurrence of any of the events set forth below and shall
      remain exercisable for the periods set forth below.  Thereafter,
      the unexercised potion of this Option is forfeited and may not be
      exercised.

            


    

    


    2. Items a
through e of Section 1 shall remain unchanged.

    


    Stock Appreciation Rights
Agreements:

    


    1.           Effective
November 20, 2008, Section 1 of the Agreement is deleted and replaced with the
following:

     

    
      	
              1.  

            	
              
                Exercise – The
      SARs become fully exercisable three-years from the date of grant but once
      exercised, the shares are to be held by the non-management director until
      they leave the Company’s Board of Directors.  The SARs shall
      also become exercisable in full on the date of any occurrence of any of
      the events set forth below and shall remain exercisable for the periods
      set forth below.  Thereafter, the unexercised portion of the
      SARs are forfeited and may not be
  exercised.

              

            


    

     

    2.           Items
a through e of Section 1 shall remain unchanged.

    


    


    


    ACKNOWLEDGED
AND
ACCEPTED:                                                                                                RALCORP
HOLDINGS, INC.

    


    


    ______________________________                                                                                     By:________________________

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

    


    


    Date:
________________________