Exhibit 10.2
FORM OF
AMENDMENT TO NON-QUALIFIED
STOCK
OPTION AGREEMENTS
AND
STOCK APPRECIATION RIGHTS
AGREEMENTS
FOR NON-EMPLOYEE
DIRECTORS
WHEREAS, Ralcorp Holdings, Inc.
(“Company”), granted certain Non-Qualified Stock
Options and Stock Appreciation Rights (collectively “the
Awards”) to purchase shares of its $.01 par value Common
Stock (“Common Stock”) pursuant to:
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Ralcorp
Holdings, Inc. Incentive Stock Plan
(“Plan”);
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Ralcorp
Holdings, Inc. Amended and Restated 2002 Incentive Stock Plan
(“2002 Plan”);
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Ralcorp
Holdings, Inc. 2007 Incentive Stock Plan (“2007 Plan”);
and
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WHEREAS, the
Company and [ ] (“Award Recipient”) desire to amend the
agreements for each Award received by Award Recipient in certain
respects to reflect compliance with the provisions of Section 409A
of the Internal Revenue Code of 1986, as amended
(“Code”); and
WHEREAS, the
Board of Directors of the Company has amended the Plan, the 2002
Plan and the 2007 Plan in certain respects to reflect compliance
with the provisions of Section 409A of the Code; and
WHEREAS, the
Company and the Award Recipient desire that the terms of the Plan,
the 2002 Plan and the 2007 Plan, as amended and attached hereto as
Exhibits A, B and C, apply to the terms of the Awards granted to
Award Recipient as listed in Exhibit D attached hereto;
and
WHEREAS, the
Company and the Award Recipient desire to amend the agreements for
each Award received by Award Recipient to provide for 100% vesting
three-years from the date of grant of stock awards granted to Award
Recipient as listed in Exhibit D attached hereto.
NOW, THEREFORE,
the agreements for Award Recipient’s underlying Awards as
listed in Exhibit D are hereby amended effective October 1, 2008
unless otherwise provided herein as follows:
Non-Qualified Stock Option
Agreements:
1. Section
1.d. is deleted and replaced with the following:
