form8kexh101_122209.htm


     

    EXHIBIT
10.1

     

     

     

    AMERICAN
ITALIAN PASTA COMPANY

    2000
EQUITY INCENTIVE PLAN

    STOCK
APPRECIATION RIGHT AWARD AGREEMENT

    FOR SENIOR VICE PRESIDENTS
AND ABOVE

    


    


    This Stock Appreciation Right Award
Agreement (the “Award Agreement”), made this ___ day of ________, 200___
evidences the grant, by American Italian Pasta Company, (the “Company”), of a
Stock Appreciation Right to (the
“Grantee”) on ___________, 20__, (the “Date of Grant”).  By accepting
the Award and executing this Award Agreement, the Grantee agrees to be bound by
the provisions hereof and of the American Italian Pasta Company 2000 Equity
Incentive Plan (the “Plan”).  Capitalized terms not defined herein
shall have the same meaning as used in the Plan.

    


    1.      Grant of
SAR.  Subject to the
terms and conditions set forth in this Award Agreement and in the Plan, the
Company hereby grants to the Holder a SAR that relates to the stock
appreciation, if any, for [_____________]
Shares.  The stock appreciation for the SAR is the amount by which the
Fair Market Value of the underlying Shares on the date of exercise of this SAR
exceeds the exercise price of the SAR.  The exercise price of the SAR
under this Agreement equals [$__________] per
Share.  Upon exercise of all or any portion of this SAR, the Holder
shall receive the stock appreciation with respect to the portion of the SAR
exercised, payable to the Holder in Shares, based on the Fair Market Value of
the Shares on the date of exercise.

     

    2.      Exercise
Period.

     

    (a)         Subject
to Paragraph 12, below, this SAR may be exercised, from time to time, with
respect to the following number of Shares:

     

    (i)           prior
to the first anniversary of the Date of Grant, none of such Shares;

     

    
      	
               
      

            	
              (ii)

            	
              from
      and after the first anniversary of the Date of Grant, ___% of such
      Shares;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              from
      and after the second anniversary of the Date of Grant, ___% of such Shares
      (less any Shares as to which this SAR shall have been exercised prior to
      such second anniversary);

            


    

     

    
      	
               
      

            	
              (iv)

            	
              from
      and after the third anniversary of the date of Grant, ___% of such Shares
      (less any Shares as to which this SAR shall have been exercised prior to
      such third anniversary); and

            


    

     

    
      	
               
      

            	
              (v)

            	
              from
      and after the fourth anniversary of the Date of Grant, ___% of such Shares
      (less any Shares as to which this SAR shall have been exercised prior to
      such fourth anniversary).

            


    

     

    
      	
               
      

            	
              [Such additional years as
      necessary.]

            


    

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      the above, the Grantee’s right to exercise the SAR shall terminate on the
      earliest to occur of the following
dates:

            


    

     

    

       

      
        	 	(i)     	the seventh
      anniversary of the Date of Grant;


      

       

    

          

    
      	
               
      

            	
              (ii)

            	
              the
      [first
      anniversary] of the date of the Grantee’s Termination of Service on
      account of Retirement, Disability or
death;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      date [three
      months] following the date of the Grantee’s Termination of Service
      for any reason other than Retirement, Disability, death or for Cause (the
      “Termination Date”); provided, however, the Committee may, in its sole
      discretion, allow the Grantee to exercise this SAR at a later date
      following the Termination Date; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              immediately
      upon a Termination of Service for
Cause.

            


    

     

    Provided
further that, during any period in which exercise is allowed following the date
of the Grantee’s Termination of Service for any reason, that portion of the SAR
that was not exercisable on the date of the Grantee’s Termination of Service
shall not become exercisable.

    


    3.      Restriction
on Exercise.  Notwithstanding the provisions of
Paragraph 2, above, or any other provision of this Award Agreement, the
Committee, in its sole discretion, may, only with respect to any unvested
portion of this SAR, reduce the number of Shares subject to the SAR or may
cancel the unvested portion of this SAR in its entirety if the Grantee (a) takes
other employment or renders services to others without the written consent of
the Company; or (b) conducts himself or herself in a manner that the Committee,
in its sole discretion, deems has adversely affected or may adversely affect the
Company.  The Grantee will not be entitled to any remuneration or
compensation whatsoever for the loss of all or a portion of the Grantee’s SAR if
the number of Shares subject to the Grantee’s SAR is reduced, or if the unvested
portion of the Grantee’s SAR is canceled in its entirety, pursuant to this
paragraph.

     

            
4.       Notice of
Exercise; Issue of Shares.

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to the provisions of Paragraph 2, above and Paragraph 12 below, the Holder
      may exercise part or all of the exercisable SAR by giving written notice
      to the Secretary of the Company specifying the number of Shares as to
      which this SAR is to be exercised.

            


    

     

    
      	
               
      

            	
              (b)

            	
              As
      soon as practicable after receipt of an effective written notice of
      exercise as provided in this Paragraph 4, and subject to the last sentence
      of Paragraph 1, above, the Secretary of the Company shall cause ownership
      of the appropriate number of Shares to be transferred to the person or
      persons exercising this SAR by having a certificate or certificates for
      those Shares registered in the name of such person or persons and shall
      have each certificate delivered to the appropriate
      person.  Notwithstanding the foregoing, if the Company or a
      Subsidiary requires reimbursement of any tax required by law to be
      withheld with respect to Shares received upon exercise of this SAR, the
      Secretary shall not transfer ownership of those Shares until the required
      payment is made.

            


    

     


    
      
        
                                                                         

        

         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.

            	
              Transferability
      of SARs.  The Grantee may transfer this SAR to (i) the
      spouse, children, or grandchildren of the Grantee (“Immediate Family
      Members”), (ii) a trust or trusts for the exclusive benefits of such
      Immediate Family Members, or (iii) a partnership in which such Immediate
      Family Members are the only partners, provided that (a) there may be no
      consideration for any such transfer and (b) subsequent transfers of this
      SAR shall be prohibited, except by will or the laws of descent and
      distribution.  Following transfer, this SAR shall continue to be
      subject to the same terms and conditions as were applicable immediately
      prior to transfer, provided that for the purposes of the Award Agreement,
      the term “Grantee” shall be deemed to refer to the
      transferee.  The event of a Termination of Service shall
      continue to be applied with respect to the original Grantee, following
      which this SAR shall be exercisable by the transferee only to the extent,
      and for the periods, specified in Paragraph 2.  Neither the
      Committee nor the Company shall have any obligation to provide notice to a
      transferee of termination of this SAR under the terms of this Award
      Agreement.

            


    

     

    6.      Transferees
of Stockholders.  The Company shall not be required to transfer
any Shares on its books which shall have been sold, assigned or otherwise
transferred in violation of this Award Agreement, or to treat as owner of such
shares of stock, or to accord the right to vote as such owner or to pay
dividends to, any person or organization to which any such Shares shall have
been sold, assigned or otherwise transferred, from and after any sale,
assignment or transfer of any Share made in violation of this Award
Agreement.  Any transfer in violation of the terms of this Award
Agreement shall be deemed null and void.

     

    7.      Authorized
Leave.  For purposes hereof, an authorized leave of absence
(authorized by the Company or a Subsidiary to the Grantee in writing) shall not
be deemed a Termination of Service hereunder.

     

    8.      Taxes.  The
Grantee will be solely responsible for any Federal, state or local income taxes
imposed in connection with the exercise of the SAR or the delivery of Shares
incident thereto, and the Grantee authorizes the Company or any Subsidiary to
make any withholding for taxes which the Company deems necessary or proper in
connection therewith, from any amounts due to the Grantee by the
Company.  The Grantee may satisfy such withholding obligations, in
whole or in part, by (a) electing to have the Company withhold otherwise
deliverable Shares or (b) delivering to the Company Shares then owned by Grantee
having a Fair Market Value equal to the amount required to be
withheld.  If any tax withholding obligation of the Company with
respect to the SAR is satisfied by having Shares withheld, the value of such
Shares will be limited to an amount that does not exceed the minimum statutory
withholding required by federal (including FICA), state and local tax
authorities, including the Grantee’s share of payroll taxes that are applicable
to such supplemental taxable income.

     

    9.      Changes
in Circumstances.  It is expressly understood and agreed that
the Grantee assumes all risks incident to any change hereafter in the applicable
laws or regulations or incident to any change in the market value of the Shares
after the date hereof.

     


    
      
        
                                                                        

        

         


      

      
        3

        
          

        

      

      
         


      

    


                       
10.           No
Conflict.  In the event of a conflict between this Award
Agreement and the Plan, the provisions of the Plan shall govern.

     

    11.      Governing
Law.  This Award shall be governed under the laws of the State
of Delaware.

     

    12.      Investment
Representation; Compliance with Law.

     

    
      	
               
      

            	
              (a)

            	
              The
      Grantee agrees that the Shares that will be acquired on exercise of this
      SAR shall be acquired for his own account for investment only and not with
      a view to, or for resale in connection with, any distribution or public
      offering thereof within the meaning of the Securities Act of 1933, as
      amended (the “Securities Act”), or other applicable securities laws. If
      the Board of Directors or Committee so determines, any stock certificates
      issued upon exercise of this SAR shall bear a legend to the effect that
      the shares have been so acquired and may only be transferred upon
      registration or under an applicable exemption. The Company may, but in no
      event shall be required to, bear any expenses of complying with the
      Securities Act, other applicable securities laws or the rules and
      regulations of any national securities exchange or other regulatory
      authority in connection with the registration, qualification, or transfer,
      as the case may be, of this SAR or any Shares acquired upon the exercise
      hereof. The foregoing restrictions on the transfer of the Shares shall be
      inoperative if (1) the Company previously shall have been furnished with
      an opinion of counsel, satisfactory to it, to the effect that such
      transfer will not involve any violation of the Securities Act or other
      applicable laws or (2) the Shares shall have been duly registered in
      compliance with the Securities Act and other applicable securities laws.
      If the Shares received upon exercise of this SAR are registered under the
      Securities Act, the Grantee agrees that he will not make a public offering
      of the said Shares except on a national securities exchange on which the
      Shares of the Company are then
listed.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      any provision of the Plan or this Award Agreement, Grantee shall not be
      entitled to exercise this SAR, and the Company shall not be obligated to
      deliver any Shares with respect to any exercise of this SAR, if such
      exercise or delivery would constitute a violation by the Grantee or the
      Company of the provisions of the Plan or of any applicable law or
      regulation, including but not limited to a violation of any applicable
      securities laws.  In the event Grantee is not allowed to
      exercise this SAR pursuant to this provision, the Company shall notify the
      Grantee at such later time that the SAR may be exercised in accordance
      with the provisions of the Plan and all applicable laws or
      regulations.

            


    

     

    
      	
               
      

            	
              13.

            	
              Change
      in Control.  A Change in Control (as defined in the Plan)
      shall not accelerate the exercisability of this SAR. The terms of the
      Company’s Amended and Restated Severance Plan for Senior Vice Presidents
      and Above (the “Severance Plan”) shall control in the event of a change in
      control as defined in the Severance
Plan.

            


    

     

    


     


    
      
        
                                                                         

        

         


      

      
        4

        
          

        

      

      
         


      

    


    
      
        	 	AMERICAN ITALIAN PASTA
      COMPANY	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

    

     

     

     

     

     

                                                              

    


    


    ACKNOWLEDGMENT

    


    The
undersigned Grantee acknowledges that he or she understands and agrees to be
bound by each of the terms and conditions of this Award Agreement.

     

     

     

    


     

    
      	 	 	 
	

              Printed
      Name                                                                                                

            	 	  Signature
	 	 	
               

               

               

              Date:     

            


    

     

    


    


                                                              

    



    
      
        
                                                                       

        

         


      

      
        5