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Exhibit 99.1
FORM
OF
2005 NON-QUALIFIED
DIRECTOR STOCK OPTION AGREEMENT
Ralcorp
Holdings, Inc. (the "Company"), effective September 29, 2005,
grants this Non-Qualified Stock Option to [ ] ("Optionee") to
purchase a total of [ ] shares of its $.01 par value Common Stock
(the "Common Stock") at a price of $42.00 per share pursuant to the
Ralcorp Holdings, Inc. 2002 Incentive Stock Plan (the "Plan").
Subject to the provisions of the Plan and the following terms,
Optionee may exercise this option as set forth below by tendering
to the Company written notice of exercise together with the
purchase price in either cash, or in shares of Common Stock of the
Company at their fair market value as determined by the Company's
Board of Directors (the "Board"), or in both cash and such
shares.
NOW
THEREFORE , the
Company and Optionee agree, for and in consideration of the terms
hereof, as follows:
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Exercise - This Option shall become exercisable upon the
occurrence of any of the events set forth below. This Option shall
become exercisable in full on the date of such event and shall
remain exercisable for the periods set forth below. Thereafter, the
unexercised portion of this Option is forfeited and may not be
exercised.
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Optionee’s death (exercisable for three
years).
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Optionee’s voluntary termination or
retirement (whether pursuant to any mandatory retirement provision
of the Company’s Articles of Incorporation, Bylaws or Board
resolution, or otherwise) at or after attainment of age 70
(exercisable for three years).
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Optionee’s voluntary termination due to
mental or physical impairment resulting in his inability to serve
as a Director (exercisable for three years).
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Optionee’s voluntary termination, or
termination due to expiration of Optionee’s term without
re-election to a subsequent term in connection with or following a
Change-in-Control (exercisable for six months).
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Optionee’s voluntary termination, or
termination due to expiration of Optionee’s term without
re-election to a subsequent term other than under circumstances set
forth in paragraphs 1.b., 1.c., or 1.d. (exercisable for 90
days).
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Forfeiture - Notwithstanding anything to the contrary
contained in the Plan, this Option is subject to forfeiture if
Optionee is removed from his position as a Director for cause in
accordance with the Company’s Articles and Bylaws and the
corporation laws of the State of Missouri or if Optionee fails to
exercise this Option within the appropriate period
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