Exhibit 10.11


     

     

     

     

     

     

     

    EXHIBIT 10.1

    
 

    2005
      RESTRICTED STOCK AWARD AGREEMENT

    GRANTED
      JUNE 29, 2005

    


    Ralcorp
      Holdings, Inc. (the "Company"), pursuant to its 2002 Incentive Stock Plan (the
      "Plan"), grants to Richard G. Scalise (the "Recipient") a Restricted Stock
      Award
      of 7,500 shares of its $.01 par value Common Stock. The Award is subject to
      the
      provisions of the Plan and to the following terms and conditions:

    


    1.            
      Delivery

    


    
      	 	
              A
                share certificate for this Award (the "Certificate"), with a legend
                restricting transfer as set forth below, will be issued by the Company
                (in
                certificated or book-entry form) upon acceptance by the Recipient
                of the
                Award and will be retained by it. Upon lapse of the restrictions
                as
                described below, a new non-legended certificate representing shares
                then
                released from restrictions will be issued and delivered (in certificated
                or book-entry form) to Recipient.

            


    

    


    2.            
      Restrictions

    


    The
      shares are subject to restrictions which shall be released in three
      installments. Except as otherwise provided herein, neither the shares nor any
      ownership interest therein may be sold, pledged, transferred or otherwise
      disposed of prior to June 29, 2012. One-third of the total shares awarded will
      be released from restrictions on June 29 of each of the years 2012, 2013, and
      2014.

    


    3.            
      Acceleration

    


    All
      shares will be immediately released from restrictions in the event
      of:

    


    
      	
              a.

            	
              Death
                of Recipient;

            
	
              b.

            	
              Declaration
                of Recipient’s total and permanent disability;

            
	
              c.

            	
              Voluntary
                termination of Recipient’s employment at or after attainment of age
                62;

            
	
              d.

            	
              Involuntary
                termination of employment of Recipient (other than a Termination
                for
                Cause); or

            
	
              e.

            	
              Occurrence
                of a Change in Control.

            


    

    


    4.            
      Forfeiture

    


    This
      paragraph sets forth the circumstances under which this Award will be forfeited.
      All shares of Common Stock under the Award that are restricted shall be
      forfeited upon the occurrence of any of the following events (any of which
      is
      referred to as a "Forfeiture Event"):

    


    
      	
              a.

            	
              Recipient
                is Terminated for Cause;

            
	
              b.

            	
              Recipient
                voluntarily terminates his or her employment prior to age
                62;

            
	
              c.

            	
              Recipient
                engages in competition with the Company; or

            
	
              d.

            	
              Recipient
                engages in any of the following
                actions:

            


    

     

     

     

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

     

     

     

     

     

     

    
      	
                                      
                (i)

            	
              being
                openly critical in the media of the Company or any subsidiary or
                its
                directors, officers, or employees or those of any
                subsidiary;

            
	
                                      
                (ii)

            	
              pleading
                guilty or nolo contendere to any felony or any charge involving moral
                turpitude;

            
	
                                      
                (iii)

            	
              misappropriating
                or destroying Company or subsidiary property including, but not limited
                to, trade secrets or other proprietary property;

            
	
                                      
                (iv)

            	
              improperly
                disclosing material nonpublic information regarding the Company or
                any
                subsidiary; or

            
	
                                      
                (v)

            	
              inducing
                or attempting to induce any customer, supplier, lender, or other
                business
                relation of the Company or any subsidiary to cease doing business
                with the
                Company or any subsidiary.

            


    

    


    Upon
      the
      occurrence of a Forfeiture Event, those portions of this Award that are
      restricted at the time of a Forfeiture Event will be forfeited and will be
      cancelled. The Corporate Governance and Compensation Committee (the "Committee")
      or entire Board of Directors may waive any condition of forfeiture described
      in
      this paragraph.

    


    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 a tax deferred
      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, or as soon
      as
      practicable thereafter, 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. 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.

    


    6.            
      Other

    


    
      	 	
              The
                Company reserves the right, as determined by the Committee, to convert
                this Award to a substantially equivalent award and to make any other
                modification it may consider necessary or advisable to comply with
                any law
                or regulation. In addition, this Agreement shall be governed by the
                laws
                of the State of Missouri with reference to the conflict of laws provisions
                therein.

            


    

    


    7.            
      Effective
      Date

    


    This
      Award shall be deemed to be effective June 29, 2005.

     

     


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

     

     

     

     

    
 

    8.             Definitions


    For
      purposes of this Agreement, the following terms have the meanings as set forth
      below:

    


    
      	
              a.

            	
              "Change
                in Control" means (i) the acquisition by any person, entity or "group"
                within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                Exchange Act of 1934 (the "Exchange Act"), of beneficial ownership
                of 50%
                or more of the aggregate voting power of the then outstanding shares
                of
                Stock, other than acquisitions by Ralcorp or any of its subsidiaries
                or
                any employee benefit plan of Ralcorp (or any Trust created to hold
                or
                invest in issues thereof) or any entity holding Stock for or pursuant
                to
                the terms of any such plan; or (ii) individuals who shall qualify
                as
                Continuing Directors shall have ceased for any reason to constitute
                at
                least a majority of the Board of Directors of Ralcorp. Notwithstanding
                the
                foregoing, a Change-in-Control shall not include a transaction (commonly
                known as a "Morris Trust" transaction) pursuant to which a third
                party
                acquires one or more businesses of the Company by acquiring all of
                the
                common stock of the Company while leaving the Company’s remaining
                businesses in a separate public company, unless the businesses so
                acquired
                constitute all or substantially all of the Company’s
                businesses.

            
	
              b.

            	
              "Continuing
                Director" means any member of the Board of Directors of Ralcorp,
                as of
                February 1, 1997 while such person is a member of the Board, and
                any other
                director, while such other director is a member of the Board, who
                is
                recommended or elected to succeed the Continuing Director by at least
                two-thirds (2/3) of the Continuing Directors then in
                office.

            
	
              c.

            	
              "Termination
                for Cause" shall mean the Recipient’s termination of employment with the
                Company because of the willful engaging by the Recipient in gross
                misconduct; provided, however, that a termination for cause shall
                not
                include termination attributable to (i) poor work performance, bad
                judgment or negligence on the part of the Recipient, (ii) an act
                or
                omission believed by the Recipient in good faith to have been in
                or not
                opposed to the best interest of the Company and reasonably believed
                by the
                Recipient to be lawful, or (iii) the good faith conduct of the Recipient
                in connection with a Change in Control (including opposition to or
                support
                of such Change in Control).

            


    

    


    
 

    
      	 	
              RALCORP
                HOLDINGS, INC.

            
	
              ACKNOWLEDGED
                AND

            	 
	
              ACCEPTED:

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

            
	 	
              C.
                G. Huber, Jr.

            
	
                  
                /s/ Richard G. Scalise       
                  

            	
              Secretary

            
	
              Richard
                G. Scalise, Recipient

            	 
	 	 
	
                    July
                1,
                2005             
                                    

            	 
	
              Date

            	 
	 	 
	
                   Westmont,
                IL           
                                   

            	 
	
              Location

            	 
	 	 
	
              __________________

            	 
	
              S.S.#