8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported):   February 15, 2012 

Ralcorp Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Missouri (State or Other Jurisdiction of Incorporation) 1-12619 (Commission File Number) 43-1766315 (IRS Employer Identification Number)  

800 Market Street

St. Louis, Missouri 63101

(Address, including Zip Code, of Principal Executive Offices)

Registrant’s telephone number, including area code    (314) 877-7000 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐           Pre-commencement communications pursuant to Rule 13e-4 under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 On February 15, 2012, Ralcorp Holdings, Inc. (the “Company”) granted 3,000 stock appreciation rights (“Director SARs”) to each of its non-employee directors other than the Chairman of the Board who received 10,000 Director SARs.  In addition, the Company granted an additional 10,000 Director SARs to Messrs. Beracha and Moore in connection with their appointment to the Company’s board of directors.  The Director SARs, which were granted under the Company’s Amended and Restated 2007 Incentive Stock Plan (the “Plan”), become exercisable on February 15, 2015 and have an exercise price of $74.65 per share.  The Director SARs accelerate and become exercisable upon the occurrence of certain events, including voluntary termination or retirement by the director at or after age 72 or following expiration of the director’s term without re‐election for any reason.  The foregoing description of the Director SARs is qualified in its entirety by reference to the form of stock appreciation rights agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

 On February 15, 2012, the Company granted stock appreciation rights (“SARs”) to each of its corporate officers, including the corporate officers named in the Company’s proxy statement for the 2012 annual meeting of shareholders (the “2012 Proxy Statement”).  The SARs, which were granted under the Plan, become exercisable in equal amounts on February 15, 2015, 2016 and 2017 and have an exercise price of $74.65 per share.  The SARs accelerate and become exercisable upon the occurrence of certain events, including the voluntary termination by the corporate officer of his employment with the Company after the age of 62, or 64 in the case of Messrs. Hunt and Wilkinson.  The foregoing description of the SARs is qualified in its entirety by reference to the forms of stock appreciation rights agreements, copies of which are attached hereto as Exhibits 10.3 and 10.4 and incorporated herein by reference.

 The following table sets forth the SARs granted by the Company to its principal executive officer, principal financial officer and each of the other corporate officers named in the 2012 Proxy Statement.  Messrs. Granneman and Skarie retired from the Company effective December 31, 2011 and, therefore, they have not been included in the table below.

Name	SARs (#)
K.J. Hunt	85,000
W.N. George	30,000
C.G. Huber, Jr.	30,000
S. Monette R.W. Wilkinson	30,000 30,000

 On February 15, 2012, the Company also granted restricted stock units (“RSUs”) to each of its corporate officers, including the corporate officers named in the 2012 Proxy Statement.  With respect to all corporate officers other than Messrs. Hunt and Wilkinson, the RSUs, which were granted under the Plan, vest on February 15, 2017, subject to the officer’s continued employment through that date.  With respect to Messrs. Hunt and Wilkinson, the RSUs require the officer to remain employed until age 64.  Assuming Messrs. Hunt and Wilkinson remain employed through age 64, the award will vest proportionately over the five-year period ending February 15, 2017.  The RSUs contain non-competition and non-solicitation/non-hire restrictions that apply during the term of the agreement and for a one-year period thereafter.  The foregoing description of the RSUs is qualified in its entirety by reference to the forms of restricted stock unit agreements, copies of which are attached hereto as Exhibits 10.5 and 10.6 and incorporated herein by reference.

 The following table sets forth the RSUs granted by the Company to its principal executive officer, principal financial officer and each of the other corporate officers named in the 2012 Proxy Statement.  Messrs. Granneman and Skarie retired from the Company effective December 31, 2011 and, therefore, they have not been included in the table below.

Name	RSUs (#)
K.J. Hunt	50,000
W.N. George	15,000
C.G. Huber, Jr. S. Monette	15,000 15,000
R.W. Wilkinson	15,000

 On February 15, 2012, the Company also awarded certain cash-based long-term incentive compensation awards (“LTI Awards”) to each of its corporate officers, including the corporate officers named in the 2012 Proxy Statement.  The LTI Awards vest upon the attainment of a 20% compound annual growth rate of adjusted diluted earnings per share over the three year period ending December 31, 2014.  The LTI Awards contain non-competition and non-solicitation/non-hire restrictions that apply during the term of the agreement and for a one-year period thereafter.  The foregoing description of the LTI Awards is qualified in its entirety by reference to the form of long-term incentive compensation award agreement, a copy of which is attached hereto as Exhibit 10.7 and incorporated herein by reference.

 The following table sets forth the potential payout amounts under the LTI Awards granted by the Company to its principal executive officer, principal financial officer and each of the other corporate officers named in the 2012 Proxy Statement.  Messrs. Granneman and Skarie retired from the Company effective December 31, 2011 and, therefore, they have not been included in the table below.

	Threshold	Target	Maximum
K.J. Hunt	$1,250,000	$2,500,000	$3,750,000
W.N. George	500,000	1,000,000	1,500,000
C.G. Huber, Jr. S. Monette	500,000 500,000	1,000,000 1,000,000	1,500,000 1,500,000
R.W. Wilkinson	500,000	1,000,000	1,500,000

 In a separate Form 8-K filed on February 9, 2012, the Company’s principal financial officer was inadvertently omitted.  The following information for the Company’s principal financial officer represents the information omitted from Item 5.02 under “Adjustment of Ralcorp Equity Awards”:

 S. Monette, Corporate Vice President and Chief Financial Officer; Non-Full Value Awards Prior to Distribution - 38,124 Non-Qualified Stock Options ($27.71); and 127,500 Stock Appreciation Rights ($54.95); Full Value Awards prior to distribution was 32,500 with a value the Company’s shares distributable following distribution of $2,462,525 and a value of Post Holdings, Inc. shares distributable following distribution of $602,969.  

 Under “Adjustment of Ralcorp Deferred Compensation Plan Accounts”, Mr. Monette had 2,381 Ralcorp share equivalents prior to distribution with a value of $180,408 following distribution and a value of $32,072 of Post Holdings, Inc. share equivalents following distribution.

Item 5.07. Submission of Matters to a Vote of Security Holders.

 The Company held its annual meeting of shareholders (the “Annual Meeting”) at the Company’s headquarters on Wednesday, February 15, 2012.  At the Annual Meeting, of the 55,212,767 shares outstanding and entitled to vote, 49,809,122 shares were represented, constituting a 90% quorum.  The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

Item No. 1: Re-election of directors

 Messrs. Banks and Skarie retired from the board of directors of the Company upon completion of the separation of the Post cereals business on February 3, 2012.  As such, Messrs. Banks and Skarie did not stand for re-election at the Annual Meeting.  Mr. Baum was re-elected to serve a three-year term ending at the Company's 2015 Annual Meeting of Shareholders, by the votes set forth in the table below:

	For	Against	Abstain	Broker Non-Votes
J.E. Baum	25,176,656	22,750,451	-	1,882,015

Item No. 2: Election of new directors

 The two nominees for director were elected to serve until the annual meeting of shareholders to be held in 2015 or until their respective successors are elected and qualified, by the votes set forth in the table below:

	For	Against	Abstain	Broker Non-Votes
B.H. Beracha	47,446,142	480,965	-	1,882,015
P.J. Moore	47,327,776	599,331	-	1,882,015

Item No. 3: Election of new directors

 The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2012 was ratified by the shareholders, by the votes set forth in the table below:

For	Against	Abstain
49,294,400	470,718	44,004

Item No. 4: Advisory vote on executive compensation

 The advisory vote regarding compensation awarded to the corporate officers as described in the proxy statement distributed in connection with the Annual Meeting was approved by the shareholders, by the votes set forth in the table below:

For	Against	Abstain
43,180,785	4,127,755	618,567

Item No. 5: Advisory vote on frequency of say-on-pay votes

 The table below summarizes the results of the advisory vote regarding the frequency of the advisory vote on compensation awarded to the corporate officers:

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
39,938,230	155,991	7,192,910	639,975	1,882,015

 Based upon these results, the Company has determined to hold an annual advisory vote on executive compensation.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No. Description

10.1 Amended and Restated Ralcorp Holdings, Inc. 2007 Incentive Stock Plan Effective October 1, 2008 (incorporate by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2008)

10.2 Form of stock appreciation rights agreement for non-employee directors

10.3 Form of stock appreciation rights agreement for Messrs. Hunt and Wilkinson

10.4 Form of stock appreciation rights agreement for corporate officers other than Messrs. Hunt and Wilkinson

10.5 Form of restricted stock unit agreement for Messrs. Hunt and Wilkinson

10.6 Form of restricted stock unit agreement for corporate officers other than Messrs. Hunt and Wilkinson

10.7 Form of long-term incentive compensation award agreement

SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  February 22, 2012	Ralcorp Holdings, Inc.
	(Registrant)
	By:  /s/ S. Monette               S. Monette               Corporate Vice President and               Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

10.1 Amended and Restated Ralcorp Holdings, Inc. 2007 Incentive Stock Plan Effective October 1, 2008 (incorporate by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2008)

10.2 Form of stock appreciation rights agreement for non-employee directors

10.3 Form of stock appreciation rights agreement for Messrs. Hunt and Wilkinson

10.4 Form of stock appreciation rights agreement for corporate officers other than Messrs. Hunt and Wilkinson

10.5 Form of restricted stock unit agreement for Messrs. Hunt and Wilkinson

10.6 Form of restricted stock unit agreement for corporate officers other than Messrs. Hunt and Wilkinson

10.7 Form of long-term incentive compensation award agreement

EX-10.2

Exhibit 10.2

FORM OF 2012 NON-MANAGEMENT DIRECTOR

STOCK APPRECIATION RIGHTS AGREEMENT

Ralcorp Holdings, Inc. (the "Company"), effective February 15, 2012, grants to [NAME] ("SAR Holder") this Stock Appreciation Right (the “SAR”) relating to [ ] shares of its $.01 par value Common Stock (the "Common Stock") at a price of $74.65 (“Exercise Price”) per share pursuant to the Amended and Restated Ralcorp Holdings, Inc. 2007 Incentive Stock Plan (the "Plan").  Subject to the provisions of the Plan and the following terms, SAR Holder may exercise this SAR as set forth below by tendering to the Company (or its designated agent), irrevocable written notice of exercise, which will state the number of shares under the SAR to be exercised.  Upon the exercise of all or a portion of the SAR, the SAR Holder shall receive from the Company an amount by which the fair market value of the underlying Common Stock exceeds the exercise price of the exercised portion of the SAR.  Such amount of appreciation on the underlying shares shall be paid to the SAR Holder in shares of Common Stock of the Company based on the fair market value of such shares on the date of exercise.  All determinations of fair market value shall be made by the Corporate Governance and Compensation Committee of the Company’s Board of Directors in accordance with the Plan.  In lieu of fractional shares, the amount to be paid upon exercise shall be rounded down to the nearest whole number of shares.

NOW THEREFORE, the Company and SAR Holder agree, for and in consideration of the terms hereof, as follows:

1. Exercise – This SAR shall become fully exercisable three years from the date of grant.  Upon the exercise, the SAR Holder may sell enough shares to cover current Federal and state income tax obligations on the exercise of the shares with the remaining shares to be held by the SAR Holder until he or she ceases serving as a Director of the Company.

2. Accelerated Exercise – Notwithstanding the above, this SAR shall become exercisable in full before the normal exercise date set forth in paragraph 1 upon the occurrence  of any of the events set forth below and shall remain exercisable for the periods specified.  Thereafter, the unexercised portion of this SAR is forfeited and may not be exercised.

a. SAR Holder’s death (exercisable for three years);

b. SAR Holder’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 72 (exercisable for three years);

c. SAR Holder’s voluntary termination due to mental or physical impairment resulting in his inability to serve as a Director (exercisable for three years);

d. Occurrence of a Change in Control while serving as a Director (exercisable upon an occurrence of a Change in Control and for six months); or

e. SAR Holder’s voluntary termination, or termination due to expiration of SAR Holder’s term without re-election to a subsequent term, other than under circumstances set forth in paragraphs 2.b., 2.c., or 2.d. (exercisable for 90 days).

3. Forfeiture - Notwithstanding anything to the contrary contained in the Plan, this SAR is subject to forfeiture if SAR Holder 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 SAR Holder fails to exercise this SAR within the appropriate period set forth in paragraph 2, but shall not be subject to forfeiture for any other reason.  Following forfeiture, no portion of this SAR may be exercised.

4. Definitions - For purposes of this Agreement, the following term shall have the meaning set forth below:

"Change in Control" - Shall mean when (i) a person, as defined under the securities laws of the United States, acquires all or substantially all of the assets of the Company or acquires beneficial ownership of more than 50% of the outstanding voting securities of the Company; or (ii) the directors of the Company, immediately before a business combination between the Company and another entity, or a proxy contest for the election of directors, shall as a result of such business combination or proxy contest, cease to constitute a majority of the Board of Directors of the Company or any successor to the Company.

5. Adjustments – In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than an ordinary cash dividend, the number and class of securities and exercise price per share subject to this SAR shall be appropriately adjusted (or a substituted SAR may be made, if applicable), by the Company to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate.

6. This Stock Appreciation Rights Agreement shall be governed by the laws of the State of Missouri without reference to the conflict of laws provisions thereof.

7. No amendment or modification of this SAR shall be valid unless the same shall be in writing and signed by the Company and SAR Holder.  The foregoing, however, shall not prevent the Company from amending or modifying the Plan except that no such amendment or modification shall adversely affect the SAR Holder’s rights under this Stock Appreciation Rights Agreement.

ACKNOWLEDGED	RALCORP HOLDINGS, INC.
AND ACCEPTED:
_____________________________________	By: _____________________________________
[NAME], SAR Holder	[NAME]
	Secretary
_____________________________________
Date

EX-10.3

Exhibit 10.3

FORM OF STOCK APPRECIATION RIGHTS AGREEMENT

FOR  MESSRS. HUNT AND WILKINSON

Ralcorp Holdings, Inc. (the "Company"), effective February 15, 2012 (“Grant Date”), grants to [insert] ("SAR Holder") this Stock Appreciation Right (the “SAR”) relating to [insert] shares of its $.01 par value Common Stock (the "Common Stock") at a price of $74.65 (“Exercise Price”) per share pursuant to the Amended and Restated Ralcorp Holdings, Inc. 2007 Incentive Stock Plan (the "Plan").

NOW THEREFORE, the Company and SAR Holder agree, for and in consideration of the terms hereof, as follows:

1. Exercise - Subject to the provisions of the Plan and the following terms, SAR Holder may exercise the SAR from time to time by tendering to the Company (or its designated agent), irrevocable written notice of exercise, which will state the number of shares under the SAR to be exercised.  Upon the exercise of all or a portion of the SAR, the SAR Holder shall receive from the Company an amount by which the fair market value of the underlying Common Stock exceeds the exercise price of the exercised portion of the SAR.  Such amount of appreciation on the underlying shares shall be paid to the SAR Holder in shares of Common Stock of the Company based on the fair market value of such shares on the date of exercise.  All determinations of fair market value shall be made by the Corporate Governance and Compensation Committee of the Company’s Board of Directors (the “Committee”) in accordance with the Plan.  In lieu of fractional shares, the amount to be paid upon exercise shall be rounded down to the nearest whole number of shares.

2. When Exercisable - This SAR becomes exercisable at the rate of one-third of the total shares on each of February 15, 2015, 2016 and 2017.  This SAR remains exercisable through February 14, 2022, unless SAR Holder is no longer employed by the Company, or such other event as specified in paragraph 3 occurs, in which case the SARs are exercisable only if permitted by, and in accordance with, the provisions of paragraph 3 below.

3. Accelerated Exercise - Notwithstanding the above, this SAR shall become exercisable before the normal exercise dates set forth in paragraph 2 above upon the occurrence of any of the events set forth below while SAR Holder is employed by the Company (hereinafter referred to as an “Accelerating Event”).  This SAR shall become exercisable in full on the date of such Accelerating Event, as set forth below, and shall remain exercisable for the periods also set forth below or until February 14, 2022, whichever occurs first.  Thereafter, the unexercised portion of this SAR is forfeited and may not be exercised.  An Accelerating Event may be any of the following:

a. Death of  SAR Holder; exercisable for three years.

b. Declaration of SAR Holder’s total and permanent disability; exercisable for three years.

c. Voluntary termination of SAR Holder’s employment at or after attainment of age 64 exercisable for three years.

d. Involuntary termination of employment of SAR Holder, other than a Termination for Cause; exercisable for six months.

e. Occurrence of a Change in Control (exercisable upon an occurrence of a Change in Control and for six months following the Change in Control).

4. Forfeiture - This paragraph sets forth the circumstances under which this SAR will be forfeited.  All shares not exercisable shall be forfeited upon the occurrence of any of the following events (any of which is referred to as a "Forfeiture Event"):

a. SAR Holder is Terminated for Cause;

b. SAR Holder voluntarily terminates prior to age 64;

c. SAR Holder engages in competition with the Company; or

d. SAR Holder engages in any of the following action:

(i) intentional misconduct in the performance of SAR Holder’s job with the Company or any subsidiary;

(ii) being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary;

(iii) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude;

(iv) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property;

(v) improperly disclosing material nonpublic information regarding the Company or any subsidiary;

(vi) after ceasing employment with the Company, inducing or attempting to induce any employee of the Company or any Subsidiary to leave the employ of the Company or any subsidiary;

(vii) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or

(viii) 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.

Upon the occurrence of a Forfeiture Event, those portions of this SAR not exercisable at the time of a Forfeiture Event will be forfeited and may not be exercised.  Notwithstanding any other provision of this SAR, any portion of this SAR exercisable (either in accordance with the normal exercise dates set forth in paragraph 2 or pursuant to an acceleration of exercisability under paragraph 3) at the occurrence of a Forfeiture Event shall remain exercisable for seven days following the occurrence of a Forfeiture Event or until the SAR terminates under paragraph 1, whichever occurs first.  Therefore, any exercisable portion of this SAR that is not exercised within such seven-day period (or such shorter period to the extent determined by the Company in accordance with the foregoing sentence) will be forfeited and may not be exercised.

5. Definitions - For purposes of this Agreement, the following terms have the meanings as set forth below:

a. "Change in Control" - Shall mean when (i) a person, as defined under the securities laws of the United States, acquires all or substantially all of the assets of the Company or acquires beneficial ownership of more than 50% of the outstanding voting securities of the Company; or (ii) the directors of the Company, immediately before a business combination between the Company and another entity, or a proxy contest for the election of directors, shall as a result of such business combination or proxy contest, cease to constitute a majority of the Board of Directors of the Company or any successor to the Company.

b. "Termination for Cause" - Shall mean the SAR Holder’s termination of employment with the Company because of the willful engaging by the SAR Holder 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 SAR Holder; (ii) an act or omission believed by the SAR Holder in good faith to have been in or not opposed to the best interests of the Company and reasonably believed by the SAR Holder to be lawful; or (iii) the good faith conduct of the SAR Holder in connection with a Change in Control (including opposition to or support of such Change in Control).

6. This Agreement shall be governed by the laws of the State of Missouri without reference to the conflict of laws provisions thereof.

7. No amendment or modification of this SAR shall be valid unless the same shall be in writing and signed by the Company and SAR Holder.  The foregoing, however, shall not prevent the Company from amending or modifying the Plan except that no such amendment or modification shall adversely affect the SAR Holder’s rights under this SAR Agreement.

ACKNOWLEDGED	RALCORP HOLDINGS, INC.
AND ACCEPTED:
_____________________________________	By: _____________________________________
[NAME], SAR Holder	[NAME]
	Secretary
_____________________________________
Date

EX-10.4

Exhibit 10.4

FORM OF STOCK APPRECIATION RIGHTS AGREEMENT

Ralcorp Holdings, Inc. (the "Company"), effective [insert] (“Grant Date”), grants to [insert] ("SAR Holder") this Stock Appreciation Right (the “SAR”) relating to [insert] shares of its $.01 par value Common Stock (the "Common Stock") at a price of [insert] (“Exercise Price”) per share pursuant to the Amended and Restated Ralcorp Holdings, Inc. 2007 Incentive Stock Plan (the "Plan").

NOW THEREFORE, the Company and SAR Holder agree, for and in consideration of the terms hereof, as follows:

1. Exercise - Subject to the provisions of the Plan and the following terms, SAR Holder may exercise the SAR from time to time by tendering to the Company (or its designated agent), irrevocable written notice of exercise, which will state the number of shares under the SAR to be exercised.  Upon the exercise of all or a portion of the SAR, the SAR Holder shall receive from the Company an amount by which the fair market value of the underlying Common Stock exceeds the exercise price of the exercised portion of the SAR.  Such amount of appreciation on the underlying shares shall be paid to the SAR Holder in shares of Common Stock of the Company based on the fair market value of such shares on the date of exercise.  All determinations of fair market value shall be made by the Corporate Governance and Compensation Committee of the Company’s Board of Directors (the “Committee”) in accordance with the Plan.  In lieu of fractional shares, the amount to be paid upon exercise shall be rounded down to the nearest whole number of shares.

2. When Exercisable - This SAR becomes exercisable at the rate of one-third of the total shares on each of February 15, 2015, 2016 and 2017.  This SAR remains exercisable through February 14, 2022, unless SAR Holder is no longer employed by the Company, or such other event as specified in paragraph 3 occurs, in which case the SARs are exercisable only if permitted by, and in accordance with, the provisions of paragraph 3 below.

3. Accelerated Exercise - Notwithstanding the above, this SAR shall become exercisable before the normal exercise dates set forth in paragraph 2 above upon the occurrence of any of the events set forth below while SAR Holder is employed by the Company (hereinafter referred to as an “Accelerating Event”).  This SAR shall become exercisable in full on the date of such Accelerating Event, as set forth below, and shall remain exercisable for the periods also set forth below or until February 14, 2022, whichever occurs first.  Thereafter, the unexercised portion of this SAR is forfeited and may not be exercised.  An Accelerating Event may be any of the following:

a. Death of  SAR Holder; exercisable for three years.

b. Declaration of SAR Holder’s total and permanent disability; exercisable for three years.

c. Voluntary termination of SAR Holder’s employment at or after attainment of age 62 exercisable for three years.

d. Involuntary termination of employment of SAR Holder, other than a Termination for Cause; exercisable for six months.

e. Occurrence of a Change in Control (exercisable upon an occurrence of a Change in Control and for six months following the Change in Control).

4. Forfeiture - This paragraph sets forth the circumstances under which this SAR will be forfeited.  All shares not exercisable shall be forfeited upon the occurrence of any of the following events (any of which is referred to as a "Forfeiture Event"):

a. SAR Holder is Terminated for Cause;

b. SAR Holder voluntarily terminates prior to age 62;

c. SAR Holder engages in competition with the Company; or

d. SAR Holder engages in any of the following action:

(i) intentional misconduct in the performance of SAR Holder’s job with the Company or any subsidiary;

(ii) being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary;

(iii) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude;

(iv) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property;

(v) improperly disclosing material nonpublic information regarding the Company or any subsidiary;

(vi) after ceasing employment with the Company, inducing or attempting to induce any employee of the Company or any Subsidiary to leave the employ of the Company or any subsidiary;

(vii) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or

(viii) 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.

Upon the occurrence of a Forfeiture Event, those portions of this SAR not exercisable at the time of a Forfeiture Event will be forfeited and may not be exercised.  Notwithstanding any other provision of this SAR, any portion of this SAR exercisable (either in accordance with the normal exercise dates set forth in paragraph 2 or pursuant to an acceleration of exercisability under paragraph 3) at the occurrence of a Forfeiture Event shall remain exercisable for seven days following the occurrence of a Forfeiture Event or until the SAR terminates under paragraph 1, whichever occurs first.  Therefore, any exercisable portion of this SAR that is not exercised within such seven-day period (or such shorter period to the extent determined by the Company in accordance with the foregoing sentence) will be forfeited and may not be exercised.

5. Definitions - For purposes of this Agreement, the following terms have the meanings as set forth below:

a. "Change in Control" - Shall mean when (i) a person, as defined under the securities laws of the United States, acquires all or substantially all of the assets of the Company or acquires beneficial ownership of more than 50% of the outstanding voting securities of the Company; or (ii) the directors of the Company, immediately before a business combination between the Company and another entity, or a proxy contest for the election of directors, shall as a result of such business combination or proxy contest, cease to constitute a majority of the Board of Directors of the Company or any successor to the Company.

b. "Termination for Cause" - Shall mean the SAR Holder’s termination of employment with the Company because of the willful engaging by the SAR Holder 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 SAR Holder; (ii) an act or omission believed by the SAR Holder in good faith to have been in or not opposed to the best interests of the Company and reasonably believed by the SAR Holder to be lawful; or (iii) the good faith conduct of the SAR Holder in connection with a Change in Control (including opposition to or support of such Change in Control).

6. This Agreement shall be governed by the laws of the State of Missouri without reference to the conflict of laws provisions thereof.

7. No amendment or modification of this SAR shall be valid unless the same shall be in writing and signed by the Company and SAR Holder.  The foregoing, however, shall not prevent the Company from amending or modifying the Plan except that no such amendment or modification shall adversely affect the SAR Holder’s rights under this SAR Agreement.

ACKNOWLEDGED	RALCORP HOLDINGS, INC.
AND ACCEPTED:
_____________________________________	By: _____________________________________
[NAME], SAR Holder	[NAME]
	Secretary
_____________________________________
Date

EX-10.5

Exhibit 10.5

FORM OF 2012 RALCORP HOLDINGS, INC.

RESTRICTED STOCK UNIT AGREEMENT – Hunt and Wilkinson Only

This Restricted Stock Unit Agreement (“Agreement”), dated February 15, 2012, evidences an award of restricted stock units made by Ralcorp Holdings, Inc. (“Company”), to [insert] (“Executive”), each of which represents the right to receive on settlement one share of Company common stock, $.01 par value, (“Common Stock”), subject to all terms and conditions herein.

WHEREAS, the Company has determined that it is in the best interests of the Company and its stockholders to grant Executive the restricted stock units, as provided in this Agreement and subject to all terms and conditions herein;

NOW THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, the Company and Executive agree as follows:

1.           Grant of Restricted Stock Units.  The Company hereby grants to Executive [insert] restricted stock units (“Award”) on February 15, 2012 (“Date of Grant”), subject to the terms and conditions as set forth below.  Each such restricted stock unit (“Unit”) is a bookkeeping entry that represents the right to receive on a date determined in accordance with this Agreement one share of Common Stock, subject to the risk of cancellation and forfeiture as described herein.  This Award is made under and subject to the terms of the Amended and Restated 2007 Ralcorp Incentive Stock Plan (“Plan”), which is incorporated herein by reference.  Capitalized terms defined in the Plan but not defined in this Agreement shall have the meanings given to them in the Plan.

2.           Vesting of Restricted Stock Units.  The Units shall become one hundred percent (100%) vested and nonforfeitable on February 15, 2017 (“Vesting Date”), provided that Executive remains continuously employed with the Company through the Vesting Date. Notwithstanding the foregoing, the units shall become one hundred percent (100%) vested and nonforfeitable on the date of: (i) involuntary termination of employment by the Company without Cause, (ii) death, (iii) Disability, or (iv) Change of Control, provided that Executive remains continuously employed with the Company through the date any such event occurs and further provided that such event occurs before February 15, 2017 (“Accelerated Vesting Date”).

Notwithstanding the foregoing, if Executive voluntarily terminates his employment on or after age 64, a pro-rata number of units shall become one hundred percent (100%) vested and non-forfeitable based on the number of months Executive was actively and continuously employed from the Date of Grant to the date of voluntary termination on or after age 64 (“Retirement Vesting Date”).

In the event that the Units have not vested on or before February 15, 2017, Executive shall forfeit all Units which are not vested as of February 15, 2017, and Executive shall not be entitled to any payment or other consideration hereunder.

3.           Settlement of the Restricted Stock Units.

a.           Subject to the terms and conditions of this Agreement, the Company shall issue to Executive the number of shares of Common Stock that is equal to the number of vested Units within 60 days after the earliest to occur of the Vesting, Accelerated Vesting or Retirement Vesting Date, as applicable.

b.           The grant of the Units and issuance of shares of Common Stock upon settlement of the Units shall be subject to and in compliance with all applicable requirements of federal, state, and foreign law with respect to such securities.  No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed.  The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company to be necessary to the lawful issuance of any shares subject to the Units shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained.  As a condition to the settlement of the Units, the Company may require Executive to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

c.           Shares issued in settlement of the Units shall be registered in the name of Executive.  Such shares may be issued either in certificated or book entry form.  In either event, the certificate or book entry account shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require.

d.           The Company shall not be required to issue fractional shares upon the settlement of the Units.

e.           As of each dividend payment date for each cash dividend on the Common Stock, the Company shall award Executive additional restricted stock units, which shall be subject to the same terms and conditions as the Units granted pursuant to this Agreement.  The number of additional restricted stock units to be granted shall equal (i) the product of (x) the per-share cash dividend payable with respect to each share of Common Stock on that date, multiplied by (y) the total number of Units which have not been paid or forfeited as of the record date for such dividend, divided by (ii) the Fair Market Value of one share of Common Stock on the payment date of such dividend.  The number of additional Units to be granted if the dividend is paid in the form of Common Stock shall be determined in accordance with the manner in which adjustments are determined under the Plan.

4.           Withholding Taxes.  Executive shall pay to the Company, or make provision satisfactory to the Company for payment of, any federal, state, local or foreign taxes required by law to be withheld in connection with the Award, no later than the date on which such withholding is required under applicable law.  The Company shall have no obligation to deliver shares of Common Stock until the tax withholding obligations of the Company have been satisfied by Executive.

5.           Rights as a Shareholder.  Executive shall have no rights as a stockholder with respect to any shares which may be issued in settlement of the Units until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), subject to the restrictions herein.

6.           Restrictive Covenants.

a.           Non Competition: During the term of Executive’s employment with the Company (or one of its subsidiaries or affiliates) and for one year thereafter, except in the course of Executive performing his/her job responsibilities with the Company, Executive will not directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by or under contract with (including as a director, advisor, or consultant), lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, or plan or prepare to do any of the foregoing with any business organization or entity whose products or activities compete or intend to compete with the Company in the United States or Canada on food products produced by the Company (including those of its subsidiaries and operating divisions) (“Competing Company”) at the time of termination of employment; provided however, Executive may purchase or otherwise acquire up to (but not more than) five percent (5%) of any class of securities of any entity (but without otherwise participating in the activities of such entity) if such securities are listed on any national or regional securities exchange or have been registered under §12(g) of the Securities Exchange Act of 1934, as amended.  For purposes of this Agreement, a business entity or organization shall be a Competing Company only if more than ten percent (10%) of its aggregate gross revenues and more than ten percent (10%) of its aggregate net income are derived from products or activities which compete or intend to compete with the Company’s food products in the United States and Canada.

b.Non Solicitation/Non Hire:  Whether for Executive’s own account or the account of any other person or entity, Executive will not (i) at any time during the Executive’s employment with the Company and for one (1) year after Executive’s employee termination of employment, directly or indirectly, solicit as an employee, independent contractor or otherwise, any person who was a salaried and bonus eligible employee of the Company at any time during the term of Executive’s employment with the Company or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company or any affiliate; or (ii) at any time during the Executive’s employment with the Company and for one year after Executive’s termination of employment, interfere with the Company’s relationship with any person or entity who was a customer or supplier of the Company at the time of Executive’s termination of employment.

In the event Executive violates any provision of this Section 6(b), the Company shall have the right to take all necessary legal action to enforce this provision.  In addition to any remedies available at law, the Company shall have the right to seek and obtain any equitable and injunctive relief (without the requirement to post a bond) that a court may determine is appropriate.  To the extent that the Company is successful in enforcing this provision, Executive shall be responsible for paying the Company’s reasonable attorneys’ fees and costs.

c.           Breach:  In the event Executive violates the provisions of Section 6 of this Agreement, the Company shall have the right to take all necessary legal action to enforce its rights hereunder.  In addition to any remedies available at law, the Company shall have the right to seek and obtain any equitable and injunctive relief (without the requirement to post a bond) that a court may determine is appropriate.  To the extent that the Company is successful in enforcing this provision, Executive shall be responsible for paying the Company’s reasonable attorneys’ fees and costs.  The parties acknowledge and agree that the time and other limitations contained in Section 6 of this Agreement are reasonable and necessary for the proper protection of the Company.  However, if any arbitrator or court of competent jurisdiction finds that the time period of the provisions contained therein is too lengthy or the geographic coverage and scope of the provisions contained therein is too broad, the restrictive time period shall be deemed to comprise the largest scope permissible by law under the circumstances.  Executive further acknowledges that, in the event of the termination of his employment with the Company, Executive’s skills and experience will permit him to find employment in many markets, and the limitations contained herein will not prevent him from earning a livelihood.  The period of time applicable to the provisions contained in Sections 6 of this Agreement shall be extended by the duration of any actual or threatened violation by Executive of such provision.

7.           Additional Definitions.  For purposes of this Agreement, the following terms have the meanings set forth below:

a.           “Cause” shall mean Executive’s willful engaging 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 Executive, (ii) an act or omission believed by Executive in good faith to have been in or not opposed to the best interest of the Company and reasonably believed by Executive to be lawful, or (iii) the good faith conduct of Executive in connection with a Change of Control (including opposition to or support of such Change of Control).

b.           “Change of Control” shall mean when (i) a person, as defined under the securities laws of the United States, acquires all or substantially all of the assets of the Company or acquires beneficial ownership of more than 50% of the outstanding voting securities of the Company; or (ii) the directors of the Company, immediately before a business combination between the Company and another entity, or a proxy contest for the election of directors, shall as a result of such business combination or proxy contest, cease to constitute a majority of the Board of Directors of the Company or any successor to the Company.  Notwithstanding the foregoing, a Change of Control shall not include a transaction in which the Company is the continuing or surviving corporation and which does not result in the outstanding shares of Common Stock being converted into or exchanged for different securities, cash, or other property, or any combination thereof.  Notwithstanding anything herein to the contrary, a Change of Control shall be deemed to occur only to the extent such Change of Control is a change in control event for purposes of Section 409A of the Code.

c.           “Disability” means Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or, Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of Ralcorp.

d.           The terms separation from service, termination of employment, and similar terms shall be deemed to mean a separation from service as determined under Section 409A of the Code.

8.           Entire Agreement.  The Award is subject in all respects to the terms and conditions of this Agreement and the Plan.  No other communications or representations, written or oral, made prior or subsequent to this Agreement shall be deemed to amend or modify the terms of this Agreement except by an agreement in writing executed by the parties subsequent to the date of this Agreement expressly consenting to such amendment or modification.  Executive hereby waives any rights, and releases Company from any claim, based on any such prior communications or representations, if any.

9.           No Employment Rights.  This Agreement is not intended to create and should not be construed as creating a contract guaranteeing employment of any duration with the Company or its subsidiaries or affiliates.  Employment with the Company and its subsidiaries and affiliates is at will and can be terminated by Executive or the Company at any time, for any reason, with or without notice.

10.           Binding Effect.  This Agreement shall inure to the benefit of and be binding upon the Company and its successors.  This Agreement shall be binding upon Executive and Executive’s heirs, executors, administrators, and assigns.  Executive shall have no right to transfer or assign the right to receive the Award under this Agreement.

11.           Not Funded.  Any payments or amounts due under this Agreement are unfunded obligations of the Company.

12.           Applicable Law.  To the extent that Federal laws do not otherwise control, this Agreement and all determinations made or actions taken pursuant hereto shall be governed by the laws of the state of Missouri, without regard to the conflict of laws rules thereof.

13.           Specified Employee.  Notwithstanding anything herein to the contrary, to the extent required to avoid the adverse tax consequences under Section 409A of the Code, if the Executive is a “specified employee” within the meaning of Section 409A of the Code, no portion of award shall be settled on account of a Separation of Service, as defined by Section 409A of the Code, before the earlier of: (a) the date which is six months following the date of the Executive’s Separation of Service, or (b) the date of death of the Employee.  Shares that would have been settled during the delay will be settled on the first business day following the six month delay or the date of death, as applicable.

IN WITNESS WHEREOF, the parties have executed this Agreement, this ___ day of February 2012.

RALCORP HOLDINGS, INC.	EXECUTIVE
By:________________________________	________________________________
[insert]	[insert]

EX-10.6

Exhibit 10.6

FORM OF 2012 RALCORP HOLDINGS, INC.

RESTRICTED STOCK UNIT AGREEMENT – Officer Form

This Restricted Stock Unit Agreement (“Agreement”), dated February 15, 2012, evidences an award of restricted stock units made by Ralcorp Holdings, Inc. (“Company”), to [insert] (“Executive”), each of which represents the right to receive on settlement one share of Company common stock, $.01 par value, (“Common Stock”), subject to all terms and conditions herein.

WHEREAS, the Company has determined that it is in the best interests of the Company and its stockholders to grant Executive the restricted stock units, as provided in this Agreement and subject to all terms and conditions herein;

NOW THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, the Company and Executive agree as follows:

1.           Grant of Restricted Stock Units.  The Company hereby grants to Executive [insert] restricted stock units (“Award”) on February 15, 2012 (“Date of Grant”), subject to the terms and conditions as set forth below.  Each such restricted stock unit (“Unit”) is a bookkeeping entry that represents the right to receive on a date determined in accordance with this Agreement one share of Common Stock, subject to the risk of cancellation and forfeiture as described herein.  This Award is made under and subject to the terms of the Amended and Restated 2007 Ralcorp Incentive Stock Plan (“Plan”), which is incorporated herein by reference.  Capitalized terms defined in the Plan but not defined in this Agreement shall have the meanings given to them in the Plan.

2.           Vesting of Restricted Stock Units.  The Units shall become one hundred percent (100%) vested and nonforfeitable on February 15, 2017 (“Vesting Date”), provided that Executive remains continuously employed with the Company through the Vesting Date. Notwithstanding the foregoing, the units shall become one hundred percent (100%) vested and nonforfeitable on the date of: (i) involuntary termination of employment by the Company without Cause, (ii) death, (iii) Disability, or (iv) Change of Control, provided that Executive remains continuously employed with the Company through the date any such event occurs and further provided that such event occurs before February 15, 2017 (“Accelerated Vesting Date”).

In the event that the Units have not vested on or before February 15, 2017, Executive shall forfeit all Units which are not vested as of February 15, 2017, and Executive shall not be entitled to any payment or other consideration hereunder.

3.           Termination of Employment.  In the event that Executive’s employment terminates for any reason or no reason, with or without cause, voluntarily or involuntarily, Executive shall forfeit all Units which are not, as of the time of such termination, vested, and Executive shall not be entitled to any payment or other consideration with respect thereto; provided, however, that on the termination of Executive’s employment prior to February 15, 2017 due to involuntary termination by the Company without Cause or death, the Units hereunder shall vest immediately on the date of such death or involuntary termination without Cause.

4.           Settlement of the Restricted Stock Units.

a.           Subject to the terms and conditions of this Agreement, the Company shall issue to Executive the number of shares of Common Stock that is equal to the number of vested Units within 60 days after the Vesting Date or Accelerated Vesting Date, as applicable.

b.           The grant of the Units and issuance of shares of Common Stock upon settlement of the Units shall be subject to and in compliance with all applicable requirements of federal, state, and foreign law with respect to such securities.  No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed.  The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company to be necessary to the lawful issuance of any shares subject to the Units shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained.  As a condition to the settlement of the Units, the Company may require Executive to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

c.           Shares issued in settlement of the Units shall be registered in the name of Executive.  Such shares may be issued either in certificated or book entry form.  In either event, the certificate or book entry account shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require.

d.           The Company shall not be required to issue fractional shares upon the settlement of the Units.

e.           As of each dividend payment date for each cash dividend on the Common Stock, the Company shall award Executive additional restricted stock units, which shall be subject to the same terms and conditions as the Units granted pursuant to this Agreement.  The number of additional restricted stock units to be granted shall equal (i) the product of (x) the per-share cash dividend payable with respect to each share of Common Stock on that date, multiplied by (y) the total number of Units which have not been paid or forfeited as of the record date for such dividend, divided by (ii) the Fair Market Value of one share of Common Stock on the payment date of such dividend.  The number of additional Units to be granted if the dividend is paid in the form of Common Stock shall be determined in accordance with the manner in which adjustments are determined under the Plan.

5.           Withholding Taxes.  Executive shall pay to the Company, or make provision satisfactory to the Company for payment of, any federal, state, local or foreign taxes required by law to be withheld in connection with the Award, no later than the date on which such withholding is required under applicable law.  The Company shall have no obligation to deliver shares of Common Stock until the tax withholding obligations of the Company have been satisfied by Executive.

6.           Rights as a Shareholder.  Executive shall have no rights as a stockholder with respect to any shares which may be issued in settlement of the Units until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), subject to the restrictions herein.

7.           Restrictive Covenants.

a.           Non Competition: During the term of Executive’s employment with the Company (or one of its subsidiaries or affiliates) and for one year thereafter, except in the course of Executive performing his/her job responsibilities with the Company, Executive will not directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by or under contract with (including as a director, advisor, or consultant), lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, or plan or prepare to do any of the foregoing with any business organization or entity whose products or activities compete or intend to compete with the Company in the United States or Canada on food products produced by the Company (including those of its subsidiaries and operating divisions) (“Competing Company”) at the time of termination of employment; provided however, Executive may purchase or otherwise acquire up to (but not more than) five percent (5%) of any class of securities of any entity (but without otherwise participating in the activities of such entity) if such securities are listed on any national or regional securities exchange or have been registered under §12(g) of the Securities Exchange Act of 1934, as amended.  For purposes of this Agreement, a business entity or organization shall be a Competing Company only if more than ten percent (10%) of its aggregate gross revenues and more than ten percent (10%) of its aggregate net income are derived from products or activities which compete or intend to compete with the Company’s food products in the United States and Canada.

b.Non Solicitation/Non Hire:  Whether for Executive’s own account or the account of any other person or entity, Executive will not (i) at any time during the Executive’s employment with the Company and for one (1) year after Executive’s employee termination of employment, directly or indirectly, solicit as an employee, independent contractor or otherwise, any person who was a salaried and bonus eligible employee of the Company at any time during the term of Executive’s employment with the Company or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company or any affiliate; or (ii) at any time during the Executive’s employment with the Company and for one year after Executive’s termination of employment, interfere with the Company’s relationship with any person or entity who was a customer or supplier of the Company at the time of Executive’s termination of employment.

In the event Executive violates any provision of this Section 7(b), the Company shall have the right to take all necessary legal action to enforce this provision.  In addition to any remedies available at law, the Company shall have the right to seek and obtain any equitable and injunctive relief (without the requirement to post a bond) that a court may determine is appropriate.  To the extent that the Company is successful in enforcing this provision, Executive shall be responsible for paying the Company’s reasonable attorneys’ fees and costs.

c.           Breach:  In the event Executive violates the provisions of Section 7 of this Agreement, the Company shall have the right to take all necessary legal action to enforce its rights hereunder.  In addition to any remedies available at law, the Company shall have the right to seek and obtain any equitable and injunctive relief (without the requirement to post a bond) that a court may determine is appropriate.  To the extent that the Company is successful in enforcing this provision, Executive shall be responsible for paying the Company’s reasonable attorneys’ fees and costs.  The parties acknowledge and agree that the time and other limitations contained in Section 7 of this Agreement are reasonable and necessary for the proper protection of the Company.  However, if any arbitrator or court of competent jurisdiction finds that the time period of the provisions contained therein is too lengthy or the geographic coverage and scope of the provisions contained therein is too broad, the restrictive time period shall be deemed to comprise the largest scope permissible by law under the circumstances.  Executive further acknowledges that, in the event of the termination of his employment with the Company, Executive’s skills and experience will permit him to find employment in many markets, and the limitations contained herein will not prevent him from earning a livelihood.  The period of time applicable to the provisions contained in Sections 7 of this Agreement shall be extended by the duration of any actual or threatened violation by Executive of such provision.

8.           Additional Definitions.  For purposes of this Agreement, the following terms have the meanings set forth below:

a.           “Cause” shall mean Executive’s willful engaging 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 Executive, (ii) an act or omission believed by Executive in good faith to have been in or not opposed to the best interest of the Company and reasonably believed by Executive to be lawful, or (iii) the good faith conduct of Executive in connection with a Change of Control (including opposition to or support of such Change of Control).

b.           “Change of Control” shall mean when (i) a person, as defined under the securities laws of the United States, acquires all or substantially all of the assets of the Company or acquires beneficial ownership of more than 50% of the outstanding voting securities of the Company; or (ii) the directors of the Company, immediately before a business combination between the Company and another entity, or a proxy contest for the election of directors, shall as a result of such business combination or proxy contest, cease to constitute a majority of the Board of Directors of the Company or any successor to the Company.  Notwithstanding the foregoing, a Change of Control shall not include a transaction in which the Company is the continuing or surviving corporation and which does not result in the outstanding shares of Common Stock being converted into or exchanged for different securities, cash, or other property, or any combination thereof.

c.           “Disability” means Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or, Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of Ralcorp.

9.           Entire Agreement.  The Award is subject in all respects to the terms and conditions of this Agreement and the Plan.  No other communications or representations, written or oral, made prior or subsequent to this Agreement shall be deemed to amend or modify the terms of this Agreement except by an agreement in writing executed by the parties subsequent to the date of this Agreement expressly consenting to such amendment or modification.  Executive hereby waives any rights, and releases Company from any claim, based on any such prior communications or representations, if any.

10.           No Employment Rights.  This Agreement is not intended to create and should not be construed as creating a contract guaranteeing employment of any duration with the Company or its subsidiaries or affiliates.  Employment with the Company and its subsidiaries and affiliates is at will and can be terminated by Executive or the Company at any time, for any reason, with or without notice.

11.           Binding Effect.  This Agreement shall inure to the benefit of and be binding upon the Company and its successors.  This Agreement shall be binding upon Executive and Executive’s heirs, executors, administrators, and assigns.  Executive shall have no right to transfer or assign the right to receive the Award under this Agreement.

12.           Not Funded.  Any payments or amounts due under this Agreement are unfunded obligations of the Company.

13.           Applicable Law.  To the extent that Federal laws do not otherwise control, this Agreement and all determinations made or actions taken pursuant hereto shall be governed by the laws of the state of Missouri, without regard to the conflict of laws rules thereof.

14.           Specified Employee.  Notwithstanding anything herein to the contrary, to the extent required to avoid the adverse tax consequences under Section 409A of the Code, if the Executive is a “specified employee” within the meaning of Section 409A of the Code, no portion of award shall be settled on account of a Separation of Service, as defined by Section 409A of the Code, before the earlier of: (a) the date which is six months following the date of the Executive’s Separation of Service, or (b) the date of death of the Employee.  Shares that would have been settled during the delay will be settled on the first business day following the six month delay or the date of death, as applicable.

IN WITNESS WHEREOF, the parties have executed this Agreement, this ___ day of February 2012.

RALCORP HOLDINGS, INC.	EXECUTIVE
By:________________________________	________________________________
[insert]	[insert]

EX-10.7

Exhibit 10.7

Form of Cash-Based Long-Term Incentive Compensation Award Agreement - Officers

This Cash-Based Long-Term Incentive Compensation Award Agreement (this “Agreement”), dated as of February 15, 2012 (the “Effective Date”), is by and between [insert] (“Executive”) and Ralcorp Holdings, Inc. (the “Company”).

Recital

The Company desires to provide an incentive to retain and reward Executive for meeting certain performance criteria by providing Executive with a cash-based long-term incentive compensation award based on the terms and subject to the conditions contained in this Agreement and the Ralcorp Holdings, Inc. Cash Based Incentive Plan.

Agreements

NOW THEREFORE, in consideration for the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:

1.Performance Criteria.  The Company will pay Executive a one-time, long-term incentive compensation award, the amount of which is set forth in Section 2, if:

a.   the Executive remains employed by the Company from the Effective Date through December 31, 2014; and

b.   the Performance Target, as defined herein, or percentage thereof has been achieved.

In the event any of the criteria set forth in Section 1 are not satisfied, Executive will not be eligible to receive any portion of the long-term incentive compensation award.

For purposes of this Agreement, “Performance Target” shall mean the achievement of adjusted diluted earnings per share of the Company for the year ended December 31, 2014 equal to an amount (the “Target EPS”) calculated by applying a compound annual growth rate of 20% to a baseline adjusted diluted earnings per share of the Company for the year ended December 31, 2011, as determined in good faith by the Company’s board of directors.  The Company shall make the determination of whether the Performance Target has been met by any means it deems reasonable under the circumstances using its good faith judgment and general accounting principles.  The Company reserves the right, in its discretion, to make appropriate adjustments to the calculation of the Performance Target to account for any infrequent or non-recurring items that it determines are not reflective of the Company’s ongoing operations or the effects of major corporate transactions or other items that the Company determines significantly distort the comparability of the Company’s performance against the Performance Target.

2.Award.  In the event all of the criteria in Section 1 are satisfied, Executive will be eligible to receive the following incentive compensation amount:

Performance Level	Incentive Compensation Amount
Threshold (90% of Target EPS)	$
Target (100% of Target EPS)	$
Maximum (110% of Target EPS)	$

The incentive compensation amount shall be adjusted proportionately for performance levels that exceed the Threshold level and that fall below the Maximum level.

3.Forfeiture.  Without limiting the foregoing, Executive shall forfeit his rights to receive any incentive compensation amount under this Agreement and shall not be entitled to any payment or other consideration hereunder upon the earliest to occur of the following events (any of which is referred to as a “Forfeiture Event”) prior to December 31, 2014:

a.   the termination of Executive’s employment with the Company or one of its affiliates with or without Cause;

b.   the voluntarily termination by Executive of his employment with the Company or one of its affiliates;

c.   the engagement by Executive in competition with the Company or any of its affiliates; or

d.   the engagement by Executive in any of the following actions:

i.   being openly critical in the media of the Company or any of its affiliates or its directors, officers or employees or those of any affiliate;

ii.   pleading guilty or nolo contendere to any felony or any charge involving moral turpitude;

iii.   misappropriating or destroying Company or affiliate property including, but not limited to, trade secrets or other proprietary property;

iv.   improperly disclosing material non-public information regarding the Company or any of its affiliates; or

v.   inducing or attempting to induce any customer, supplier, lender or other business relation of the Company or any of its affiliates to cease doing business with the Company or any of its affiliates; or

e.   any other event or reason resulting in forfeiture as described in Section 1.

Upon the occurrence of a Forfeiture Event, the incentive compensation award represented by this Agreement will be forfeited and will be cancelled, and Executive shall not be entitled to any payment or other consideration hereunder.

4.    Payment of Award.  Subject to Section 3 and the other terms and conditions herein, the payment of any award under this Agreement shall be made within 60 days of December 31, 2014.  Any award shall be paid in cash (or its equivalent) in a single lump sum.  If applicable, the Company or its affiliate shall withhold all applicable tax-related items legally payable by Executive from such cash payment, his wages or other cash compensation paid to Executive by the Company and/or its affiliate equal to the amount of the total withholding tax obligation.  Any award pursuant to this Agreement shall not be eligible for deferral and shall not be deemed benefit earnings for purposes of any Company benefit plan, including but not limited to the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees, the Executive Savings Investment Plan and the Savings Investment Plan.

5.    Nature of the Award.  In accepting the terms and conditions of this Agreement, Executive acknowledges and agrees as follows:

a.   the Company’s granting of eligibility for this award is voluntary and occasional and does not create any contractual or other right to receive future grants, or benefits in lieu of an award, even if eligibility for an award has been granted repeatedly in the past, and all decisions with respect to future grants, if any, will be at the sole discretion of the Company;

b.   Executive’s receipt of any award is not intended to create and should not be construed as creating a contract guaranteeing employment of any duration with the Company or its subsidiaries or affiliates and shall not interfere with the ability of the Company or its affiliates to terminate Executive’s employment at any time, for any reason, with or without notice;

c.   the grant of eligibility for this award is an extraordinary benefit and is not part of normal or expected compensation or salary for any purposes, including without limitation, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or an affiliate; and

d.   in consideration of the grant of eligibility for this award, no claim or entitlement to compensation or damages shall arise from termination of the award resulting from termination of Executive’s employment with the Company or its affiliates (for any reason whatsoever), and Executive irrevocably releases the Company and its affiliates from any such claim that may arise.

6.Taxable Event.  Executive acknowledges that the issuance of the cash payment hereunder may have significant tax consequences to Executive, and Executive is hereby advised to consult with Executive’s own tax advisors concerning such tax consequences.

7.Non-Competition.  During the term of Executive’s employment with the Company (or one of its subsidiaries or affiliates) and for one (1) year thereafter, except in the course of Executive performing his/her job responsibilities with the Company, Executive will not directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by or under contract with (including as a director, advisor, or consultant), lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, or plan or prepare to do any of the foregoing with any business organization or entity whose products or activities compete or intend to compete with the Company in the United States or Canada on food products produced by the Company (including those of its subsidiaries and operating divisions) (“Competing Company”) at the time of termination of employment; provided however, Executive may purchase or otherwise acquire up to (but not more than) five percent (5%) of any class of securities of any entity (but without otherwise participating in the activities of such entity) if such securities are listed on any national or regional securities exchange or have been registered under §12(g) of the Securities Exchange Act of 1934, as amended.  For purposes of this Agreement, a business entity or organization shall be a Competing Company only if more than ten percent (10%) of its aggregate gross revenues and more than ten percent (10%) of its aggregate net income are derived from products or activities which compete or intend to compete with the Company’s food products in the United States and Canada.

8.Non-Solicitation/Non-Hire.  Whether for Executive’s own account or the account of any other person or entity, Executive will not: (i) at any time during the Executive’s employment with the Company and for one (1) year after Executive’s termination of employment, directly or indirectly, solicit as an employee, independent contractor or otherwise, any person who was a salaried and bonus eligible employee of the Company at any time during the term of Executive’s employment with the Company or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company or any affiliate; or (ii) at any time during the Executive’s employment with the Company and for one (1) year after Executive’s termination of employment, interfere with the Company’s relationship with any person or entity who was a customer or supplier of the Company at the time of Executive’s termination of employment.

9.Non-Disclosure.  Upon receipt of this Agreement, Executive agrees not to talk about, write about, or otherwise disclose the terms of this Agreement, or any fact concerning its execution or implementation to any person, firm or corporation, other than the Executive’s family, attorney or financial advisor, unless Executive is required to do so by Federal, state or local law, or by a court of competent jurisdiction, except to the extent that the terms of this Agreement are public information.  Executive understands that his or her violation of the provisions of this paragraph will result in the termination of this Agreement and any rights available to Executive hereunder and that such violation will subject Executive to disciplinary action up to and including termination of employment.

10.   Breach.  In the event Executive violates the provisions of Section 7, 8 or 9 of this Agreement, the Company shall have the right to take all necessary legal action to enforce its rights hereunder.  In addition to any remedies available at law, the Company shall have the right to seek and obtain any equitable and injunctive relief (without the requirement to post a bond) that a court may determine is appropriate.  To the extent that the Company is successful in enforcing this provision, Executive shall be responsible for paying the Company’s reasonable attorneys’ fees and costs.  The parties acknowledge and agree that the time and other limitations contained in Sections 7, 8 and 9 of this Agreement are reasonable and necessary for the proper protection of the Company.  However, if any arbitrator or court of competent jurisdiction finds that the time period of the provisions contained therein is too lengthy or the geographic coverage and scope of the provisions contained therein is too broad, the restrictive time period shall be deemed to comprise the largest scope permissible by law under the circumstances.  Executive further acknowledges that, in the event of the termination of his employment with the Company, Executive’s skills and experience will permit him to find employment in many markets, and the limitations contained herein will not prevent him from earning a livelihood.  The period of time applicable to the provisions contained in Sections 7, 8 and 9 of this Agreement shall be extended by the duration of any actual or threatened violation by Executive of such provision.

11.   Amendment.  This Agreement may be amended only by a writing executed by the Company and Executive which specifically states that it is amending this Agreement.  Notwithstanding the foregoing, this Agreement may be amended solely by the Company by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to Executive, and provided that no such amendment adversely affecting Executive’s rights hereunder may be made without Executive’s written consent.  Without limiting the foregoing, the Company reserves the right to change, by written notice to Executive, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling or judicial determination.

12.   Successors and Assigns.  The rights and obligations of the Company under this Agreement will be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder will insure to the benefit of, and be enforceable by, the Company’s successors and assigns.  Executive shall have no right to transfer or assign any of his or her rights under this Agreement.

13.   Entire Agreement.  This Agreement represents the entire agreement between the parties and any prior understandings or representations of any kind preceding the date of this Agreement shall be superseded by and shall not be binding on either party except to the extent incorporated into this Agreement.

14.   Severability.  If, for any reason, any provision of the Agreement is held invalid, such invalidity shall not affect any other provision of the Agreement not held so invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect.

15.   Governing Law.  To the extent that Federal laws do not otherwise control, this Agreement and all determinations made or actions taken pursuant hereto shall be governed by the laws of the State of Missouri, without regard to the conflict of laws rules thereof.

IN WITNESS WHEREOF, the Company and Executive have executed this Agreement effective as of the Effective Date.

RALCORP HOLDINGS, INC.	EXECUTIVE
By:________________________________	By:________________________________
Name:________________________________	Name:________________________________
Title:________________________________