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EXECUTIVE LONG-TERM DISABILITY PLAN

Executive Compensation Plan Agreement

EXECUTIVE LONG-TERM DISABILITY PLAN

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This Executive Compensation Plan Agreement involves

RALCORP HOLDINGS INC /MO

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Title: EXECUTIVE LONG-TERM DISABILITY PLAN
Governing Law: Missouri     Date: 12/14/2005
Industry: Food Processing    

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Exhibit 10.21

 

RALCORP HOLDINGS, INC.

 

EXECUTIVE LONG-TERM DISABILITY PLAN

 

(Amended and Restated Effective as of October 1, 2005)

 

 




RALCORP HOLDINGS, INC.

EXECUTIVE LONG-TERM DISABILITY PLAN

(Amended and Restated Effective as of October 1, 2005)

 

Table of Contents

 

 

 


 

 


 

RALCORP HOLDINGS, INC.

EXECUTIVE LONG-TERM DISABILITY PLAN

(Amended and Restated Effective as of October 1, 2005)

 

ARTICLE I

NAME AND PURPOSE

 

1.1   History and Effective Date

 

Ralcorp Holdings, Inc. (the “Company”) previously adopted the Ralcorp Holdings, Inc. Executive Long-Term Disability Plan (as amended from time to time the “Plan”), which is hereby amended and restated effective as of October 1, 2005.

 

1.2   Purpose 

 

The purpose of the Plan is to provide supplemental disability benefits for certain executives of the Company and its subsidiaries to secure the good will, loyalty and efficiency of the covered executives, and to attract and retain in the employ of the Company persons of outstanding competence.

 

1.3   Scope of the Plan 

 

The Plan is intended to be an unfunded welfare plan maintained by the Company for the purpose of providing benefits for a select group of management or highly compensated employees, pursuant to Section 104(a)(3) of the Employee Retirement Income Security Act of 1974 (ERISA) and Labor Department regulation Section 2520.104-24 thereunder, or any statutory or regulatory provisions that may hereafter replace such sections. No Participant shall be required or permitted to make contributions to the Plan.

 


ARTICLE II

ADMINISTRATION

 

2.1   Committee

 

The Corporate Governance and Compensation Committee (the “Committee”) of the Board of Directors of the Company shall be the administrator of the Plan.

 

2.2   The Committee’s Powers and Duties 

 

The Committee shall have such powers and duties as may be necessary to discharge its functions hereunder including, but not limited to, the following:

 

(a) to make such rules and regulations as may be required to carry out the provisions of the Plan or to facilitate the operations of the Plan;

 

(b) to construe and interpret the Plan, to decide all questions of eligibility and to determine the amount, manner and time of payment of any benefits hereunder;

 

(c) to make a determination as to the right of any person to a benefit;

 

(d) to obtain from the Company and from Participants such information as shall be necessary for the proper administration of the Plan and, when appropriate, to furnish such information to other persons entitled thereto;

 

(e) to authorize one or more agents to make any payment on behalf of the Company, to appoint agents and clerks, and to employ such professional services, including legal, medical, accounting and actuarial, as may be required in carrying out the provisions of the Plan; and

 

(f) to keep all such books of account, records and other data as may be necessary for the proper administration of the Plan.

 

All determinations and actions by the Committee pursuant to the terms of the Plan and any rules or regulations thereunder shall be binding upon all Participants and their Beneficiaries.

 

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ARTICLE III

PARTICIPATION

 

3.1   Participation in the Plan 

 

A “Participant” shall mean and include any corporate officer, and any other person designated by a Chief Executive Officer and approved by the Committee, who participates in a long-term disability plan of the Company or a subsidiary of the Company for its employees generally (an “Underlying LTD Plan”).

 

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ARTICLE IV

BENEFITS

 

4.1  Benefits 

 

If a Participant is “Disabled” (defined below), he shall be paid a monthly supplemental benefit under this Plan in the gross amount that will net the Participant, after reduction for estimated income taxes as described in the formula below, an amount equal to sixty percent (60%) of the difference between his “Benefit Earnings” (defined below) and his “Underlying LTD Plan Compensation” (defined below), divided by 12.

 

Expressed as a formula, the amount of each payment shall equal P in the formula:

 

P = a ÷ (l - r), where

 

a = 60% of the difference between the Participant’s Benefit Earnings and his Underlying LTD Plan Compensation, divided by 12, and

 

r = the estimated net blended federal, state and local income tax rate applicable to the Participant, based on the highest such rates in effect for a married individual filing a joint return for the year the payment is made and living in the Participant’s state and locality of residence.

 

4.2   Compensation Definitions

 

(a) “Benefit Earnings” shall have the same meaning as in the Ralcorp Underlying LTD Plan (defined below).

 

(b) A Participant’s “Underlying LTD Plan Compensation” means the Participant’s annual compensation taken into account under the Underlying LTD Plan in determining the Participant’s benefits under the Underlying LTD Plan.

 

(c) The determination of Total Compensation and Underlying LTD Plan Compensation shall be made by the Committee in its sole discretion, and such determination shall be binding and conclusive on all parties.

 

4.3   Disabled

 

A Participant shall be “Disabled” if:

 

(a) The Participant is entitled to benefits under the Underlying LTD Plan sponsored by the Company (the “Ralcorp Underlying LTD Plan”); or

 

(b) The Participant would be entitled to benefits under the Ralcorp Underlying LTD Plan if the Participant were a participant in the Ralcorp Underlying LTD Plan.

 

4.4   Payments

 

A benefit payment under this Plan shall be made to a Participant:

 

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(a) If the Participant is a participant in the Ralcorp Underlying LTD Plan, for each month the Participant actually receives and is entitled to a payment under the Ralcorp Underlying LTD Plan, or

 

(b) If the Participant is not a participant in the Ralcorp Underlying LTD Plan, for each month the Participant would be entitled to a payment under the Ralcorp Underlying LTD Plan if the Participant were a participant in the Ralcorp Underlying LTD Plan.

 

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ARTICLE V

PAYMENT OF BENEFITS

 

5.1   Payment to Person under a Disability 

 

If the Participant becomes incompetent or incapable of handling the disposition of his property, the Committee may pay the Benefit to the


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