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Exhibit 10.4
FORM OF AMENDMENT
TO RESTRICTED STOCK AWARD
AGREEMENTS
FOR CORPORATE
OFFICERS
WHEREAS,
Ralcorp Holdings, Inc. (“Company”), granted [ ]
(“Award Recipient”) certain Restricted Stock Awards
(“Awards”) of shares of its $.01 par value Common Stock
(“Common Stock”) pursuant to:
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Ralcorp
Holdings, Inc. Amended and Restated 2002 Incentive Stock Plan
(“2002 Plan”) for the Award granted on September 23,
2004; and
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Ralcorp
Holdings, Inc. 2007 Incentive Stock Plan (“2007 Plan”)
for the Award granted on March 30, 2007; 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 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 2002
Plan and the 2007 Plan, as amended and attached hereto as Exhibits
A and B, apply to the terms of the Awards granted to Award
Recipient.
NOW, THEREFORE,
the agreements for Award Recipient’s underlying Awards as
listed in Exhibit D are hereby amended effective October 1, 2008 as
follows:
Section 5 is
deleted and replaced with the following:
Prior to the
release of restrictions as set f
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