GRANTED JUNE 29, 2005
EXHIBIT 10.1
GRANTED
JUNE 29, 2005
Ralcorp
Holdings, Inc. (the "Company"), pursuant to its 2002 Incentive Stock Plan (the
"Plan"), grants to Xxxxxxx X. Xxxxxxx (the "Recipient") a Restricted Stock
Award
of 7,500 shares of its $.01 par value Common Stock. The Award is subject to
the
provisions of the Plan and to the following terms and conditions:
1.
Delivery
A
share certificate for this Award (the "Certificate"), with a legend
restricting transfer as set forth below, will be issued by the Company
(in
certificated or book-entry form) upon acceptance by the Recipient
of the
Award and will be retained by it. Upon lapse of the restrictions
as
described below, a new non-legended certificate representing shares
then
released from restrictions will be issued and delivered (in certificated
or book-entry form) to Recipient.
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2.
Restrictions
The
shares are subject to restrictions which shall be released in three
installments. Except as otherwise provided herein, neither the shares nor any
ownership interest therein may be sold, pledged, transferred or otherwise
disposed of prior to June 29, 2012. One-third of the total shares awarded will
be released from restrictions on June 29 of each of the years 2012, 2013, and
2014.
3.
Acceleration
All
shares will be immediately released from restrictions in the event
of:
a.
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Death
of Recipient;
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b.
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Declaration
of Recipient’s total and permanent disability;
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c.
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Voluntary
termination of Recipient’s employment at or after attainment of age
62;
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d.
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Involuntary
termination of employment of Recipient (other than a Termination
for
Cause); or
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e.
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Occurrence
of a Change in Control.
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4.
Forfeiture
This
paragraph sets forth the circumstances under which this Award will be forfeited.
All shares of Common Stock under the Award that are restricted shall be
forfeited upon the occurrence of any of the following events (any of which
is
referred to as a "Forfeiture Event"):
a.
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Recipient
is Terminated for Cause;
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b.
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Recipient
voluntarily terminates his or her employment prior to age
62;
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c.
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Recipient
engages in competition with the Company; or
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d.
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Recipient
engages in any of the following
actions:
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(i)
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being
openly critical in the media of the Company or any subsidiary or
its
directors, officers, or employees or those of any
subsidiary;
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(ii)
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pleading
guilty or nolo contendere to any felony or any charge involving moral
turpitude;
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(iii)
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misappropriating
or destroying Company or subsidiary property including, but not limited
to, trade secrets or other proprietary property;
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(iv)
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improperly
disclosing material nonpublic information regarding the Company or
any
subsidiary; or
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(v)
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inducing
or attempting to induce any customer, supplier, lender, or other
business
relation of the Company or any subsidiary to cease doing business
with the
Company or any subsidiary.
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Upon
the
occurrence of a Forfeiture Event, those portions of this Award that are
restricted at the time of a Forfeiture Event will be forfeited and will be
cancelled. The Corporate Governance and Compensation Committee (the "Committee")
or entire Board of Directors may waive any condition of forfeiture described
in
this paragraph.
5.
Shareholder
Rights
Prior
to
the release of restrictions as set forth above, Recipient shall be entitled
to
all shareholder rights except the right to sell, pledge, transfer or otherwise
dispose of the shares, and except that any and all dividends declared and paid
with respect to restricted shares will be held by the Company in a tax deferred
account until release of restrictions. Interest will be credited to the account
quarterly on the full amount in the account until the account is distributed.
Interest shall be calculated at a rate equal to the average of the daily close
of business prime rates for the quarter, as such prime rates are established
by
JPMorgan Chase, or such other bank as may be designated by the Corporate
Governance and Compensation Committee of the Board of Directors of the Company
(the "Committee"). On the date on which restrictions are released, or as soon
as
practicable thereafter, all dividends and interest, if any, accrued to that
date
with respect to the shares on which the restrictions are released will be
payable to Recipient. In the event that the restrictions are not released and
the award is forfeited pursuant to Paragraph 4 above, Recipient shall not be
entitled to receive any dividends and interest which may have accrued with
respect to the shares so forfeited, unless approved by the Committee or the
entire Board.
6.
Other
The
Company reserves the right, as determined by the Committee, to convert
this Award to a substantially equivalent award and to make any other
modification it may consider necessary or advisable to comply with
any law
or regulation. In addition, this Agreement shall be governed by the
laws
of the State of Missouri with reference to the conflict of laws provisions
therein.
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7.
Effective
Date
This
Award shall be deemed to be effective June 29, 2005.
8. Definitions
For
purposes of this Agreement, the following terms have the meanings as set forth
below:
a.
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"Change
in Control" means (i) the acquisition by any person, entity or "group"
within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934 (the "Exchange Act"), of beneficial ownership
of 50%
or more of the aggregate voting power of the then outstanding shares
of
Stock, other than acquisitions by Ralcorp or any of its subsidiaries
or
any employee benefit plan of Ralcorp (or any Trust created to hold
or
invest in issues thereof) or any entity holding Stock for or pursuant
to
the terms of any such plan; or (ii) individuals who shall qualify
as
Continuing Directors shall have ceased for any reason to constitute
at
least a majority of the Board of Directors of Ralcorp. Notwithstanding
the
foregoing, a Change-in-Control shall not include a transaction (commonly
known as a "Xxxxxx Trust" transaction) pursuant to which a third
party
acquires one or more businesses of the Company by acquiring all of
the
common stock of the Company while leaving the Company’s remaining
businesses in a separate public company, unless the businesses so
acquired
constitute all or substantially all of the Company’s
businesses.
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b.
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"Continuing
Director" means any member of the Board of Directors of Ralcorp,
as of
February 1, 1997 while such person is a member of the Board, and
any other
director, while such other director is a member of the Board, who
is
recommended or elected to succeed the Continuing Director by at least
two-thirds (2/3) of the Continuing Directors then in
office.
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c.
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"Termination
for Cause" shall mean the Recipient’s termination of employment with the
Company because of the willful engaging by the Recipient in gross
misconduct; provided, however, that a termination for cause shall
not
include termination attributable to (i) poor work performance, bad
judgment or negligence on the part of the Recipient, (ii) an act
or
omission believed by the Recipient in good faith to have been in
or not
opposed to the best interest of the Company and reasonably believed
by the
Recipient to be lawful, or (iii) the good faith conduct of the Recipient
in connection with a Change in Control (including opposition to or
support
of such Change in Control).
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RALCORP
HOLDINGS, INC.
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ACKNOWLEDGED
AND
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ACCEPTED:
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By:
/s/
X. X. Xxxxx, Xx.
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X.
X. Xxxxx, Xx.
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/s/ Xxxxxxx X. Xxxxxxx
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Secretary
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Xxxxxxx
X. Xxxxxxx, Recipient
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July
1,
2005
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Date
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Westmont,
IL
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Location
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__________________
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S.S.#
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