Exhibit
10.5
FORM OF
AMENDMENT TO NON-QUALIFIED
STOCK
OPTION AGREEMENTS
AND
STOCK APPRECIATION RIGHTS
AGREEMENTS
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.
NOW, THEREFORE,
the agreements for Award Recipient’s underlying Awards as
listed in Exhibit D are hereby amended effective October 1, 2008 as
follows:
September
23, 1999 and February 26, 2001 Non-Qualified Stock Option
Agreements:
1. The
second sentence of Section 1 is deleted and replaced with the
following:
This Option
remains exercisable through 10 years from date of
grant, unless Optionee is no longer employed by the Company or such
other event as specified in paragraph 2 occurs, which in either
case the Option is exercisable only if permitted by, and in
accordance with, the provisions of paragraph 2 below.
2. Section
2.e. is deleted and replaced with the following:
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Occurrence of a
Change in Control (exercisable upon an occurrence of a Change in
Control and for six months following the Change in
Control).
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3. The
third sentence of Section 3 of the Agreement is revised to add the
following language to the end thereof:
or until the
option terminates under paragraph 1, whichever occurs
first.
4. Section
4 of the Agreement is deleted in its entirety.
5. The
current Section 5.a. of the Agreement is deleted in its
e
