FORM OF 2008 STOCK
APPRECIATION RIGHTS AGREEMENT
Ralcorp Holdings, Inc. (the "Company"),
effective September 25, 2008, 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 $66.07 (“Exercise Price”) per share pursuant
to the Ralcorp Holdings, Inc. 2007 Incentive Stock Plan (the
"Plan").
NOW
THEREFORE , the Company
and SAR Holder agree, for and in consideration of the terms hereof,
as follows:
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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 all
or a portion of the SAR, the SAR Holder shall receive from the
Company an amount by which the fair market value of the underlying
Common Stock exceeds the exercise price of the exercised portion of
the SAR. Such amount of appreciation on the underlying
shares shall be paid to the SAR Holder 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 (the
“Committee”) in accordance with the Plan. In
lieu of fractional shares, the amount to be paid upon exercise
shall be rounded down to the nearest whole number of
shares.
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When
Exercisable - This SAR
becomes exercisable at the rate of one-third of the total shares on
each of September 25, 2011, 2012 and 2013. This SAR
remains exercisable through September 24, 2018, unless SAR Holder
is no longer employed by the Company, or such other event as
specified in paragraph 3 occurs, in which case the SARs are
exercisable only if permitted by, and in accordance with, the
provisions of paragraph 3 below.
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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, as set
forth below, and shall remain exercisable for the periods also set
forth below or until September 24, 2018, 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:
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Death
of SAR Holder; exercisable for three years.
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Declaration of
SAR Holder’s total and permanent disability; exercisable for
three years.
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Voluntary
termination of SAR Holder’s employment at or after attainment
of age 62 or age 64 for SAR Holders age 60 or older; exercisable
for three years.
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Involuntary
termination of employment of SAR Holder, other than a Termination
for Cause; exercisable for six months.
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Occurrence of a
Change in Control (exercisable upon an
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