Unassociated Document


    
      

    


    

      Exhibit
        10.48

      


      2005
        STOCK APPRECIATION RIGHTS AGREEMENT

      


      


       Ralcorp
        Holdings, Inc. (the “Company”),
        effective
        September 29, 2005, grants to [ ] (“SAR Holder”) this Stock Appreciation Right
        (the “SAR”) relating to [ ] shares of its $.01 par value Common Stock (the
“Common Stock”) at a price of $42.00 (“Exercise Price”) per share pursuant to
        the Ralcorp Holdings, Inc. 2002 Incentive Stock Plan (the “Plan”). 

      


       NOW
        THEREFORE,
        the Company and SAR Holder agree, for and in consideration of the terms hereof,
        as follows:

      


      
        	
                1.

              	
                Exercise-
                  Subject to the provisions of the Plan and the following terms,
                  SAR Holder
                  may exercise the SAR from time to time by tendering to the Company
                  (or its
                  designated agent), irrevocable written notice of exercise, which
                  will
                  state the number of shares under the SAR to be exercised. Upon
                  the
                  exercise of the SAR with respect to a share of Common Stock, the
                  SAR
                  Holder shall receive an amount from the Company which is equal
                  to the
                  excess of the fair market value on the date of exercise of a share
                  of
                  Common Stock over the Exercise Price of one share of Common Stock.
                  Such
                  amount to be paid to the SAR Holder will be in shares of Common
                  Stock of
                  the Company based on the fair market value of such shares on the
                  date of
                  exercise. All determinations of fair market value shall be made
                  by the
                  Corporate Governance and Compensation Committee of the Company’s Board of
                  Directors in accordance with the Plan. In lieu of fractional shares,
                  the
                  amount to be paid upon exercise shall be rounded up to the nearest
                  whole
                  number of shares.

              
	 	 
	
                2.

              	
                When
                  Exercisable
                  - This SAR becomes exercisable at the rate of 33 1/3% of the total
                  shares
                  on each of September 29, 2008, 2009 and 2010. This SAR remains
                  exercisable
                  through September 28, 2015, unless SAR Holder is no longer employed
                  by the
                  Company, in which case the SAR is exercisable only if permitted
                  by, and in
                  accordance with, the provisions of paragraph 3
                  below.

              
	 	 
	
                3.

              	
                Accelerated
                  Exercise
                  - Notwithstanding the above, this SAR shall become exercisable
                  before the
                  normal exercise dates set forth in paragraph 2 above upon the
                  occurrence of any of the events set forth below while SAR Holder
                  is
                  employed by the Company (hereinafter referred to as an “Accelerating
                  Event”). This SAR shall become exercisable in full on the date of such
                  Accelerating Event (except in the case of “a.” below), as set forth below,
                  and shall remain exercisable for the periods also set forth below
                  or until
                  September 28, 2015, whichever occurs first. Thereafter, the unexercised
                  portion of this SAR is forfeited and may not be exercised. An Accelerating
                  Event may be any of the following:

              


      

       

      
        
          	
                	
                  a.

                	
                  
                    Death
                      of SAR Holder; exercisable for three
                      years.

                  

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        -
          2
          -

         

        
          	 	
                  b.

                	
                  
                    Declaration
                      of SAR Holder’s total and permanent disability; exercisable for three
                      years.

                  

                
	 	
                  c.

                	
                  
                    Voluntary
                      termination of SAR Holder’s employment at or after attainment of age 62;
                      exercisable for three years.

                  

                
	 	
                  d.

                	
                  
                    Involuntary
                      termination of employment of SAR Holder, other than a Termination
                      for
                      Cause; exercisable for six months.

                  

                
	 	e.	
                  Occurrence
                    of a Change in Control; exercisable for six months after the
                    SAR Holder’s
                    voluntary or involuntary termination of employment following
                    the Change in Control.

                


        

      

       

      
        	
                4.

              	
                Forfeiture
                  - This paragraph sets forth the circumstances under which this
                  SAR will be
                  forfeited. All shares not exercisable shall be forfeited upon the
                  occurrence of any of the following events (any of which is referred
                  to as
                  a “Forfeiture
                  Event”):

              


      

       

      
        	 	
                a.

              	
                SAR
                  Holder is Terminated for Cause;

              
	 	
                b.

              	
                SAR
                  Holder voluntarily terminates prior to age 62;

              
	 	
                c.

              	
                SAR
                  Holder engages in competition with the Company; or 

              
	 	
                d.

              	
                SAR
                  Holder engages in any of the following
                  actions:

              


      

      


      
        	 	
                (i)

              	
                intentional
                  misconduct in the performance of SAR Holder’s job with the Company or any
                  subsidiary;

              
	 	
                (ii)

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

              
	 	
                (iii)

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

              
	 	
                (iv)

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

              
	 	
                (v)

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

              
	 	
                (vi)

              	
                after
                  ceasing employment with the Company, inducing or attempting to
                  induce any
                  employee of the Company or any Subsidiary to leave the employ of
                  the
                  Company or any subsidiary;

              
	 	
                (vii)

              	
                after
                  ceasing employment with the Company, hiring any person who was
                  a manager
                  level employee of the Company or any subsidiary; or

              
	 	
                (viii)

              	
                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
                    SAR not
                    exercisable at the time of a Forfeiture Event will be forfeited
                    and may
                    not be exercised. Notwithstanding any other provision of this
                    SAR, any
                    portion of this SAR exercisable (either in accordance with the
                    normal
                    exercise dates set forth in paragraph 2 or pursuant to an acceleration
                    of
                    exercisability under paragraph 3) at the occurrence of a
                    Forfeiture

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          - 3
            -

           

        

        
          	 	
                   Event
                    shall remain exercisable for seven
                    days following the occurrence of a Forfeiture Event. Therefore,
                    any
                    exercisable portion of this SAR that is not exercised within
                    such
                    seven-day period will be forfeited and may not be exercised.
                    The Committee
                    or entire Board of Directors may waive any condition of forfeiture
                    described in this paragraph.

                
	 	 
	
                  5.

                	
                  Change
                    in Control
                    - In the case of a Change in Control (other than a transaction
                    in which
                    the Company is the continuing or surviving corporation and which
                    does not
                    result in the outstanding shares of Common Stock being converted
                    into or
                    exchanged for different securities, cash or other property, or
                    any
                    combination thereof), SAR Holder shall have the right (subject
                    to the
                    provisions of the Plan and any limitation applicable to the SAR
                    contained
                    herein) thereafter and during the term of the SAR, to receive
                    upon
                    exercise thereof the Acquisition Consideration (as defined below)
                    receivable upon the Change in Control by a holder of the number
                    of shares
                    of Common Stock which would have been obtained upon exercise
                    of the SAR or
                    portion thereof, as the case may be, immediately prior to the
                    Change in
                    Control.

                
	 	 
	
                  6.

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

                


        

      

      


      
        
          	 	
                  a.

                	
                  “Acquisition
                    Consideration”
                    - Shall mean the kind and amount of shares of the surviving or
                    new
                    corporation, cash, securities, evidence of indebtedness, other
                    property or
                    any combination thereof receivable in respect of one share of
                    the Common
                    Stock upon consummation of a Change in Control. In the case of
                    a Change in
                    Control resulting from the event set forth in paragraph 6(b)(i),
                    the value
                    of the Acquisition Consideration shall be equal to the highest
                    price paid
                    by such person for a share of the Company’s Common Stock during the
                    two-year period preceding the date on which such person became
                    the
                    beneficial owner of more than 50% of the Company’s Common Stock. If such
                    price is paid in the form of non-cash consideration, the value
                    of the
                    Acquisition Consideration shall be equal to the fair market value
                    of such
                    consideration at the time of the purchase of such
                    share.

                
	 	 	 
	 	
                  b.

                	
                  “Change
                    in Control”
                    - Shall mean when (i) a person, as defined under the securities
                    laws of
                    the United States, acquires all or substantially all of the assets
                    of the
                    Company or acquires beneficial ownership of more than 50% of
                    the
                    outstanding voting securities of the Company; or (ii) the directors
                    of the
                    Company, immediately before a business combination between the
                    Company and
                    another entity, or a proxy contest for the election of directors,
                    shall as
                    a result of such business combination or proxy contest, cease
                    to
                    constitute a majority of the Board of Directors of the Company
                    or any
                    successor to the Company.

                
	 	 	 
	 	
                  c.

                	
                  “Termination
                    for Cause”
                    - Shall mean the SAR Holder’s termination of employment with the Company
                    because of the willful engaging by the SAR Holder 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 SAR Holder; (ii) an act or omission
                    believed
                    by the SAR Holder in good faith to have been in or not opposed
                    to the best
                    interests of the Company and 

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

          - 4
            -

           

        

        
          	 	 	
                  reasonably
                    believed by the SAR Holder to be
                    lawful; or (iii) the good faith conduct of the SAR Holder in
                    connection
                    with a Change in Control (including opposition to or support
                    of such
                    Change in Control).

                
	 	 	 
	 	
                  7.

                	
                  This
                    Agreement shall be governed by the laws of the State of Missouri
                    without
                    reference to the conflict of laws provisions thereof.

                
	 	 	 
	 	
                  8.

                	
                  No
                    amendment or modification of this SAR shall be valid unless the
                    same shall
                    be in writing and signed by the Company and SAR Holder. The foregoing,
                    however, shall not prevent the Company from amending or modifying
                    the Plan
                    except that no such amendment or modification shall adversely
                    affect the
                    SAR Holder’s rights under this SAR
                    Agreement.

                


        

      

      


      


      
        	
                ACKNOWLEDGED

              	
                RALCORP
                  HOLDINGS, INC.

              
	
                AND
                  ACCEPTED:

              	 
	 	 
	 	 
	
                ____________________________

              	
                BY:________________________

              
	
                SAR
                  Holder

              	
                C.
                  G. Huber, Jr.

              
	 	
                Secretary

              
	
                ____________________________

              	 
	
                Date

              	 
	 	 
	
                ____________________________

              	 
	
                Location

              	 
	 	 
	
                ____________________________

              	 
	
                S.S.#