Amended and Restated Incentive Stock Plan Effective October 1, 2008.



 Exhibit 10.10 
 AMENDED AND RESTATED RALCORP HOLDINGS, INC. 
 INCENTIVE STOCK PLAN 
 Section I. General Provisions 
 A. Purpose of Plan

 The purpose of the Amended and Restated Ralcorp Incentive Stock Plan (the “Plan”) is to enhance the profitability and value
of the Company for the benefit of its shareholders by providing for stock options and other stock awards to attract, retain and motivate directors, officers and other key employees who make important contributions to the success of the Company. The
Plan is amended and restated as set forth herein effective October 1, 2008, to the extent the Plan continues in effect as of such date as set forth in Section VII. 
 B. Definitions of Terms as Used in the Plan 
 1. “Affiliate” means any subsidiary, whether directly
or indirectly owned, or parent of the Company, or any other entity designated by the Committee. 
 2. “Award” means a Stock Option granted
under Section II of the Plan or Other Stock Award granted under Section III of the Plan. 
 3. “Board” means the Board of Directors of
Ralcorp Holdings, Inc. 
 4. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder. 
 5. “Committee” means the Nominating and Compensation Committee of the Board of Directors of the Company or any successor committee the Board of
Directors may designate to administer the Plan. 
 6. “Company” means Ralcorp Holdings, Inc. 
 7. “Employee” means any person who is employed by the Company or an Affiliate. 
 8. “Fair Market Value” of any class or series of Stock means the fair and reasonable value thereof as determined by the Committee according to the closing price in trades as reported on the New York
Stock Exchange-Composite Transactions on the trading day of the applicable date. If there are no prices so reported or if, in the opinion of the Committee, such reported prices do not represent the fair and reasonable value of the Stock, then the
Committee shall determine Fair Market Value by any means it deems reasonable under the circumstances; provided, however, that any determination of Fair Market Value shall be made in a manner consistent with the provisions of Code Section 409A.

 9. “Stock” means the Ralcorp Common Stock or any other authorized class or series of common stock or any such other security outstanding
upon the reclassification of any of such classes or series of common stock, including, without limitation, any stock split-up, stock dividend, creation of targeted stock, spin-off or other distributions of stock in respect of stock, or any reverse
stock split-up, or recapitalization of the Company or any merger or consolidation of the Company with any Affiliate. 







 C. Scope of Plan and Eligibility 
 Any Employee or director selected by the Board or Committee shall be eligible for any Award contemplated under the Plan. 
 D. Authorization and Reservation 
 There shall be established a reserve of 2,900,000 authorized shares of Stock, which shall
be the total number of shares of Stock that may be presently issued pursuant to Awards. (Subject to adjustments pursuant to other provisions of the Plan.) The reserves may consist of authorized but unissued shares of Stock or of reacquired shares,
or both. Upon the cancellation or expiration of an Award, all shares of Stock not issued thereunder shall become available for the granting of additional Awards. The total number of shares of Stock that may be issued to any one participant during
the term of Plan shall not exceed 1,500,000 shares of Stock. 
 E. Administration of the Plan 
 1. The Committee shall administer the Plan and, in connection therewith, it shall have full power to grant Awards, construe and interpret the Plan, establish rules and
regulations and perform all other acts it believes reasonable and proper, including the power to delegate responsibility to others to assist it in administering the Plan. 
 2. The Committee shall include three or more members of the Board of Directors of the Company. Its members shall be appointed by and serve at the pleasure of the Board of Directors. 
 3. The determination of those eligible to receive Awards, and the amount and type of each Award shall rest in the sole discretion of the Committee or the Board, subject
to the provisions of the Plan. 
 Section II. Stock Options 
 A. Description 
 The Committee or the Board may grant options with respect to any class or series of
Stock (“Stock Options”) that qualify as “Incentive Stock Options” under Section 422A of the Internal Revenue Code of 1986, as amended, and it may grant Stock Options that do not so qualify. 
 B. Terms and Conditions 
 1. Each Stock Option shall be set forth in a
written agreement containing such terms and conditions as the Committee or the Board may determine, subject to the provisions of the Plan. 
 2. The purchase
price of any shares exercised under any Stock Option must be paid in full upon such exercise. The payment shall be made in such form, which may be cash or Stock, as the Committee or the Board may determine. 
 3. No Incentive Stock Option may be exercised after the expiration of ten (10) years from the date such option is granted. 







 4. The option price of shares subject to any Stock Option may be any price determined by the Committee or the Board.
Notwithstanding the foregoing, the exercise price shall not be less than 100% of the Fair Market Value per share of the underlying Stock on the date of grant of the Award. 
 5. In the case of an Incentive Stock Option, the aggregate Fair Market Value (determined as of the time the option is granted) of the appropriate class or series of Stock with respect to which options are exercisable
for the first time by any Employee during any calendar year (under all such plans of his employer corporation and its parent and subsidiary corporations) shall not exceed $100,000. 
 Section III. Other Stock Awards 
 In addition to Stock Options, the Committee or
the Board may grant Other Stock Awards payable in any class or series of Stock upon such terms and conditions as the Committee or the Board may determine, subject to the provisions of the Plan. Other Stock Awards may include, but are not limited to,
the following types of Awards: 
 1. Restricted Stock Awards. The Committee or the Board may grant Restricted Stock Awards, each of which consists of
a grant of shares of any class or series of Stock subject to terms and conditions determined by the Committee or the Board in each entity’s discretion, subject to the provisions of the Plan. Such terms and conditions shall be set forth in
written agreements. The shares of Stock granted will be restricted and may not be sold, pledged, transferred or otherwise disposed of until the lapse or release of restrictions in accordance with the terms of the agreement and the Plan. Prior to the
lapse or release of restrictions, all shares of Stock are subject to forfeiture in accordance with Section IV of the Plan. Shares of Stock issued pursuant to a Restricted Stock Award will be issued for no monetary consideration. 
 2. Stock Related Deferred Compensation. The Committee or the Board may, in its discretion, permit the deferral of payment of an Employee’s cash bonus or
other cash compensation in the form of either cash or any class or series of Stock (or Stock equivalents, each corresponding to a share of such Stock) under such terms and conditions as the Committee or the Board may prescribe and subject to such
plan or arrangement providing for such deferral in a manner that complies with the requirements of Section 409A of the Code. Payment of such compensation may be deferred for such period or until the occurrence of such event as the Committee or
the Board may determine and as otherwise set forth in the applicable plan or arrangement in a manner that complies with the requirements of Section 409A of the Code. The Committee or the Board may, in each entity’s discretion, determine
whether any deferral, whether made in cash or such class or series of Stock (or Stock equivalents) shall be paid on distribution in cash or in Stock. If a deferral is permitted in the form of Stock or Stock equivalents, the number of shares of Stock
or number of Stock equivalents deferred will be determined by dividing the amount of the Employee’s bonus or other cash compensation being deferred by the average of the closing prices of the appropriate class or series of Stock, as reported by
the New York Stock Exchange-Composite Transactions, during the ten trading days preceding the effective date of the Committee’s or the Board’s decision to defer. If the Committee or the Board directs the payments in any class or series of
Stock of any portion of amounts deferred in cash, the number of shares of such Stock paid will be determined based on the average of the closing prices of such Stock, as reported by the New York Stock Exchange-Composite Transactions, during the ten
trading days before the payment is due. The Committee, or the Board in its discretion, may permit the conversion of deferrals in any class or series of Stock or Stock equivalents into deferrals 








 
in cash, or the conversion of deferrals in cash into deferrals in any class or series of Stock or Stock equivalents. In the event such conversion is
permitted, the conversion price of the appropriate class or series of Stock shall be based on the Fair Market Value of such Stock. Additional rights or restrictions may apply in the event of a change in control of the Company. Notwithstanding
anything herein to the contrary, any deferral shall be made under and subject to the terms and conditions of an applicable Company plan or arrangement that meets the requirements of Section 409A of the Code. 
 Section IV. Forfeiture of Awards 
 A.
Unless the Committee or the Board shall have determined otherwise, the recipient of an Award shall forfeit all amounts not payable or rights not exercisable upon the occurrence of any of the following events: 
 1. The recipient is discharged for cause. 
 2.
The recipient voluntarily terminates his employment other than by retirement after attainment of age 62, or such other age as may be provided for in the Award. 
 3. The recipient engages in competition with the Company or any Affiliate. 
 4. The recipient engages in any
activity or conduct contrary to the best interests of the Company or any Affiliate. 
 B. The Committee or the Board may include in any Award
any additional or different conditions of forfeiture it may deem appropriate. The Committee or the Board also, after taking into account the relevant circumstances, may waive any condition of forfeiture stated above or in the Award contract.

 C. In the event of forfeiture, the recipient shall lose all rights in and to the Award. Except in the case of Restricted Stock Awards as
to which the restrictions have not lapsed, this provision, however, shall not be invoked to force any recipient to return any Stock already received under an Award. 
 D. Such determinations as may be necessary for application of this Section, including any grant of authority to others to make determinations under this Section, shall be at the sole discretion of the Committee or the
Board, and its determinations shall be conclusive. 
 Section V. Death of Awardee 
 Except as otherwise set forth in the terms of an Award, upon the death of an Award recipient, the following rules apply: 
 1. A Stock Option, to the extent exercisable on the date of his death, may be exercised at any time within six (6) months, or such longer period not
exceeding three years as the Committee or the Board may determine, after the recipient’s death, but not after the earlier of the expiration of the term of the Option or ten years after the original date of grant of the Stock Option, by the
recipient’s designated beneficiary or personal representative or the person or persons entitled thereto by will or in accordance with the laws of descent and distribution. Notwithstanding the foregoing, no extension of the time during which a
Stock Option may be exercised shall be made unless it is determined that such extension will not result in the adverse tax consequences under Section 409A of the Code. 







 2. In the case of any other Award, the Stock due shall be determined as of the date of the
recipient’s death, and the Company shall issue the appropriate number of shares of the appropriate class or series of Stock or pay cash equal to the Fair Market Value thereof or such other value as the Committee or the Board may in its sole
discretion determine. Such issuance of shares of such Stock or payment of cash shall be made to recipient’s designated beneficiary or personal representative or the person or persons entitled thereto by will or in accordance with the laws of
descent and distribution. 
 An Award recipient may file with the Committee a written designation of a beneficiary or beneficiaries (subject
to such limitations as to the classes and number of beneficiaries and contingent beneficiaries as the Committee and the Board may from time to time prescribe) to exercise, in the event of the death of the recipient, a Stock Option, or to receive, in
such event, any Other Stock Awards. The Committee and the Board reserve the right to review and approve beneficiary designations. A recipient may from time to time revoke or change any such designation or beneficiary and any designation of
beneficiary under the Plan shall be controlling over any other disposition, testamentary or otherwise; provided, however, that if the Committee or the Board shall be in doubt as to the right of any such beneficiary to exercise any Stock Option or to
receive any Other Stock Award, the Committee or the Board, as the case may be, may determine to recognize only an exercise by the legal representative of the recipient, in which case the Company and the Committee and the Board and the members
thereof shall not be under any further liability to anyone. 
 Section VI. Other Governing Provisions 
 A. Transferability 
 Except as otherwise noted herein
or as approved by the Committee, no award shall be transferable other than by beneficiary designation, will or the laws of descent and distribution, and any right granted under an Award may be exercised during the lifetime of the holder thereof only
by him or by his guardian or legal representative. 
 B. Rights as a Shareholder 
 A recipient of an Award shall, unless the terms of the Award provide otherwise, have no rights as a shareholder, with respect to any options or shares
which may be issued in connection with the Award until the issuance of a Stock certificate for such shares, and no adjustment other than as stated herein shall be made for dividends or other rights for which the record date is prior to the issuance
of such Stock certificate. 
 C. General Conditions of Awards 
 No Employee or other person shall have any right with respect to this Plan, the shares reserved or in any Award, contingent or otherwise, until written evidence of the Award shall have been delivered to the recipient
and all the terms, conditions and provisions of the Plan applicable to such recipient have been met. 







 D. Reservation of Rights of Company 
 The selection of an Employee for any Award shall not give such person any right to continue as an Employee and the right to discharge any Employee is specifically reserved. 
 E. Acceleration 
 The Committee or the Board may, in
its sole discretion, accelerate the date of exercise of any Award. 
 F. Adjustments 
 Upon any stock split-up, spin-off, stock dividend, issuance of any targeted stock, combination or reclassification with respect to any outstanding class
or series of Stock, or consolidation, merger or sale of all or substantially all of the assets of the Company, appropriate adjustments shall be made to the shares reserved under Section I.D. of the Plan and the terms of all outstanding Awards, to
the extent such action would not trigger the adverse tax consequences under Section 409A of the Code. 
 G. Withholding of Taxes 
 The Company shall deduct from any payment, or otherwise collect from the recipient, any taxes required to be withheld by federal, state or local
governments in connection with any Award. The recipient may elect, subject to approval by the Committee or the Board, to have shares withheld by the Company in satisfaction of such taxes, or to deliver other shares of Stock owned by the recipient in
satisfaction of such taxes. Provided, however, that no such election may be made within six months of the date of grant of the relevant award, with respect to Awards of recipients subject to Section 16 of the Securities Exchange Act of 1934
(“Section 16”). The number of shares to be withheld or delivered shall be calculated by reference to the Fair Market Value of the appropriate class or series of Stock on the date that such taxes are determined. 
 H. No Warranty of Tax Effect 
 Except as may be
contained in the terms of any Award, no opinion is expressed nor warranties made as to the effect for federal, state, or local tax purposes of any Award. 
 I. Amendment of Plan 
 The Board of Directors of the Company may, from time to time, amend, suspend or terminate the Plan in
whole or in part, and if terminated may reinstate any or all of the provisions of the Plan, except that no amendment, suspension or termination may apply to the terms of any Award (contingent or otherwise) granted prior to the effective date of such
amendment, suspension or termination without the recipient’s consent. 
 J. Construction of Plan 
 The place of administration of the Plan shall be in the State of Missouri, and the validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Missouri. 







 K. Elections of Corporate Officers 
 Notwithstanding anything to the contrary stated herein, any election or other action with respect to an Award of a recipient subject to Section 16 will be null and void if any such election or other action would
cause said recipient to be subject to short-swing profit recovery under Section 16. 
 Section VII. Effective Date and Term

 This Plan became effective upon adoption by the shareholders of the Company. The Plan continued in effect until January 31, 2007,
when it terminated. Upon termination, any balances in the share reserve shall be canceled, and no Awards shall be granted under the Plan thereafter. The Plan shall continue in effect, however, insofar as is necessary to complete all of the
Company’s obligations under outstanding Awards to conclude the administration of the Plan.