Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between Post Holdings, Inc., a Missouri corporation (“ Post ”), and William P. Stiritz (the “ Executive ”) dated as of May 29, 2012 (the “Effective Date”).

RECITALS

A.    Post desires to retain Executive as an employee on the terms set forth herein.

B.    Executive desires to accept such employment on the terms set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the recitals, covenants and agreements contained herein, the parties agree to the provisions set forth below.

1.     Employment Term . Subject to the remaining provisions of this Agreement, Executive shall be employed by Post for a period commencing on May 29, 2012 and ending on May 28, 2015 (the “ Employment Term ”) on the terms and subject to the conditions set forth in this Agreement. Notwithstanding the preceding sentence, commencing on May 29, 2015 and on each May 29 thereafter (each an “ Extension Date ”), the Employment Term shall be automatically extended for an additional one-year period, unless Post or Executive provides the other party hereto at least sixty (60) days’ prior written notice before the relevant Extension Date that the Employment Term shall not be so extended. For the avoidance of doubt, the term “Employment Term” shall include any extension that becomes applicable pursuant to the preceding sentence.

2.     Executive Representation . Executive hereby represents to Post that the execution and delivery of this Agreement by Executive and Post and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement to which Executive is a party or otherwise bound.

3.     Position; Performance; Location .

(a)     Position . During the Employment Term, Executive shall serve as the Chief Executive Officer of Post. Subject to the oversight and direction of the Board of Post, Executive shall have overall management responsibility for Post and such other responsibilities and authority as the Board of Post may assign from time to time. Executive shall report exclusively and directly to the Board of Post. During the Employment Period, the Company will also cause the Board of Directors of the Company (the “ Board ”) to appoint Executive as a director of the Company and to nominate Executive for re-election to the Board when his term as director expires.

(b)     Performance . Executive shall diligently and faithfully serve Post and perform such duties as may be assigned from time to time by the Board of Post. Executive shall perform the duties required hereunder in accordance with the terms of this Agreement, the organizational documents of Post, the policies and procedures of Post, and all applicable federal, state and local laws. Executive shall devote his best efforts and full working time, attention, energy and skill to the performance of his duties hereunder and to promoting and furthering the interests of Post.

(c)     Location . During the Employment Term, the location at which Executive will perform his duties under this Agreement shall be Post’s principal executive offices in St. Louis, Missouri, subject to reasonable travel required to perform such duties.

4.     Compensation . During the Employment Term, the compensation of Executive will consist of the compensation and benefits set forth below.

(a)     Base Salary . Post shall pay to Executive a base salary (“Base Salary”) at an annual rate of One Dollar ($1.00), less all applicable deductions and withholdings, payable on May 29 of each year in the Employment Term, commencing with May 29, 2012.

(b)     Bonus and Executive Incentive Programs . During the Employment Term, Executive will not participate in any annual, long-term or short-term bonus award program of Post. During the Employment Term, Executive is not eligible to participate in, and will not participate in, any incentive or deferred compensation program available to Post’s executives (including, without limitation, the Deferred Compensation Plan for Key Employees, the Post Holdings, Inc. Savings Investment Plan, the Post Holdings, Inc. Executive Savings Investment Plan, the Post Holdings, Inc. Executive Supplemental Retirement Plan, etc.), except (i) to the extent of any balances which have been transferred into such plans prior to the date hereof; and (ii) as expressly set forth below.

(c)     Equity Awards .

(i)     Sign-On Grants . Simultaneously with the execution of this Agreement, Post and Executive are entering into (i) that certain Non-Qualified Stock Option Agreement of even date herewith, under which Executive is receiving a grant of a non-qualified option to purchase shares of common stock of Post, at an exercise price per share equal to the fair market value per share as of the date of grant, which option will vest in accordance with and subject to the provisions of that Non-Qualified Stock Option Agreement (the “ Options ”) and (ii) that certain Restricted Stock Unit Award Agreement of even date herewith, under which Executive is receiving a grant of restricted stock units which will be settled in shares of common stock of Post, which restricted stock units will vest in accordance with and subject to the provisions of that Restricted Stock Unit Award Agreement (the “ RSUs ”). The Options and the RSUs are governed by Post’s 2012 Long-Term Incentive Plan, as it may be amended from time to time (the “ 2012 Plan ”).

(ii)     Annual Grant . For any calendar year during the Employment Term, Executive may receive additional grants under Post’s 2012 Plan or any successor equity incentive plan thereto. The size and vesting of any such award will be in the sole discretion of Post’s Compensation Committee. Notwithstanding the foregoing, in connection with the Options granted to Executive pursuant to the above-referenced Non-Qualified Stock Option Agreement and the RSUs pursuant to the above-referenced Restricted Stock Unit Award Agreement, Executive understands that Post does not intend to grant him any additional equity awards for the first three years of the Employment Term, except in the event of a material change in the capitalization of the Company or a material increase in the Company’s size or scope from the date hereof.

(d)     Benefits . It is the intent and agreement of the parties that, except as expressly required by applicable law, Executive will not be eligible to participate in, and will not participate in, Post’s employee benefit plans, which plans include, but are not limited to, the following: Post Holdings, Inc. Savings Investment Plan; Post Holdings, Inc. Executive Supplemental Savings Investment Plan; Post Holdings, Inc. Deferred Compensation Plan for Key Employees (other than solely with respect to the transferred balance from the Ralcorp plans); Post Holdings, Inc. Retirement Plan; Post Holdings, Inc. Supplemental Retirement Plan; Post Holdings, Inc. Health Care Plan; Post Holdings, Inc. Retiree Health Care Plan; Post Holdings, Inc. Life Insurance Plan; Post Holdings, Inc. Retiree Life Insurance Plan; Post Holdings, Inc. Long-term Disability Plan; Post Holdings, Inc. Short-Term Disability Plan; Post Holdings, Inc. Flexible Benefits Plan; Post Holdings, Inc. Severance Plan; Post Holdings, Inc. Dental Plan; Post Holdings, Inc. Vision Plan; Post Holdings, Inc. Voluntary Personal Accident Plan; and Post Holdings, Inc. Company Travel Accident Plan; other than to the extent of any balances which have been transferred into such plans prior to the date hereof.

(e)     Business Expenses . Executive shall be reimbursed for reasonable business expenses incurred by Executive in the performance of his duties hereunder and in accordance with Post’s policies and procedures relating to the reimbursement of business expenses.

(f)     Indemnification . Executive and Post shall enter into an indemnification agreement substantially similar to the existing indemnification agreements between by Post and its directors and officers.

5.     Termination .

(a)     Termination . Either party may terminate this Agreement and the Employment Term, and Executive’s employment with Post, at any time, with or without cause, by giving written notice of such termination to the other party at least thirty (30) days prior to the effective date of such termination. Effective as of any date of termination under this Section 5 or otherwise, Executive shall automatically and without taking any further actions be deemed to have resigned from all director, officer or other positions then held by him with Post and all of its subsidiaries or affiliates.

(b)     Obligations of Post Upon Termination . If this Agreement and the Employment Term, and Executive’s employment with Post, is terminated for any reason, then Executive shall be entitled to receive reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Post’s policies prior to the effective date of such termination.

6.     Successors to Company; Binding Effect; Assignment . This Agreement shall inure to the benefit of and be binding upon the “Company” (as hereafter defined) and its successors. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “ Company ” shall mean Post as herein before defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. The Company may not assign this Agreement other than to a successor to all or substantially all of the business and/or assets of the Company. Executive shall have no right to transfer or assign this Agreement.

7.     Missouri Law to Govern . This Agreement shall be governed by the laws of the State of Missouri without giving effect to the conflict of laws provisions thereof.

8.     Miscellaneous . No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by Executive and a duly authorized officer of the Company. No waiver by a party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

9.     Taxes; Set-off . All payments to be made to Executive under this Agreement will be subject to required withholding of federal, state and local income and employment taxes, including any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (“ Code ”), or any interest or penalties incurred with respect to such excise tax. The right of Executive to receive benefits under this Agreement, however, shall be absolute and shall not be subject to any set-off, counter-claim, recoupment, defense, duty to mitigate or other rights the Company may have against Executive or anyone else.

10.     Severability . The invalidity and unenforceability of any particular provision of this Agreement shall not affect any other provision of this Agreement, and the Agreement shall be construed in all respects as if the invalid or unenforceable provision were omitted.

11.     Covenant Not to Compete; Non Solicitation; and Confidentiality .

(a)    During the Employment Term and until the third anniversary of the effective date of the termination of Executive’s employment with the Company, Executive shall not:

(i)    engage (whether as an owner, operator, manager, employee, officer, director, consultant, advisor, representative or otherwise) directly or indirectly in any business that produces, develops,

markets or sells any type of food products that compete with those food products produced by the Company; provided however, that ownership of less than ten percent (10%) of the outstanding stock of any publicly-traded corporation (other than the Company) shall not be deemed to be engaging solely by reason thereof in any of the Company’s businesses; or

(ii)    induce or attempt to induce any customer, supplier, lender or other business relation of the Company to cease doing business with the Company or any of its subsidiaries.

(b)    Executive agrees to treat and hold as confidential any information concerning the business and affairs of the Company that is not or does not become generally available to the public other than as a result of a disclosure in violation of this Agreement (the “ Confidential Information ”), refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to the Company or destroy, at the request and option of the Company, all tangible embodiments (and all copies) of the Confidential Information which are in Executive’s possession.

(c)    Executive acknowledges and agrees that in the event of a breach by Executive of any of the provisions of this Section 11, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach, the Company or its successor or assigns shall be entitled to, in addition to the other rights and remedies existing in their favor, specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof from any court of competent jurisdiction in each case without the requirement of posting a bond or proving actual damages.

(d)    Executive agrees that except in connection with any legal proceeding relating to the enforcement of this Agreement, following the effective date of the termination of Executive’s employment with the Company, Executive shall not publicly disparage the Company or its officers or directors.

(e)    The term “ indirectly ” as used in this Section 11 with respect to Executive is intended to mean any acts authorized or directed by or on behalf of Executive or any entity controlled by Executive.

12.     Release of Claims . Executive agrees that in exchange for the payment of all sums due hereunder, Executive forever settles, compromises, discharges, forgives and voids all employment related claims and causes of action Executive has or may have against the Company or its successor or assigns.

13.     Code Section 409A .

(a)    Notwithstanding anything contained herein to the contrary, if at the time of Executive’s termination of employment with the Company for whatever reason, (i) Executive is determined to be a specified employee within the meaning of Section 409A of the Code and the regulations and other guidance thereunder, at the time of such termination and, (ii) any of the payments or benefits provided hereunder may constitute “deferred compensation” under Section 409A of the Code, then the date of payment of such payments or benefits shall be made or begin, as applicable, on the first payroll date which is more than six months following the date of separation from service, to the extent required to avoid any adverse tax consequences under Section 409A of the Code and the regulations and other guidance thereunder.

(b)    To the extent that any right to reimbursement of expenses or payment of any in-kind benefit under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

* * * * *

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates set forth below.

Exhibit 10.2

NON-QUALIFIED STOCK OPTION AGREEMENT

Post Holdings, Inc. grants a Non-Qualified Stock Option (the “Option”) to William P. Stiritz (“Optionee”), effective May 29, 2012 (“Grant Date”), to purchase a total of 1,550,000 shares of its Stock at an exercise price of $31.25 per share pursuant to the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “Plan”), upon the terms hereafter provided in this Non-Qualified Stock Option Agreement (this “Agreement”). Any capitalized terms, not otherwise defined herein, have the meanings given to such terms in the Plan.

NOW THEREFORE , the Company and Optionee agree, for and in consideration of the terms hereof, as set forth below.

1.     Exercise . Subject to the provisions of the Plan and the following terms, Optionee may exercise the Option from time to time by tendering to the Company (or its designated agent), written notice of exercise, which will state the number of shares under the Option to be exercised, together with the purchase price in either cash or, if the Committee so permits, in Shares at the Fair Market Value. Notwithstanding the foregoing, if the Committee so permits, the purchase price may be payable through a net or cashless exercise as permitted by the Committee or through such other methods or forms as the Committee may approve in its discretion subject to such rules and procedures as it may establish.

2.     Vesting and When Exercisable .

(a)    The Option vests and becomes exercisable in accordance with Section 2(b) below. Subject to the provisions of the Plan and any vesting and other terms herein, the Option remains exercisable through the tenth anniversary of the Grant Date (“Expiration Date”) unless Optionee is no longer employed by the Company (or its Affiliates or Parent, if any), in which case the Option is exercisable only if permitted by, and in accordance with, the provisions of Section 3 below.

(b)    The Option vests while Optionee is employed by the Company (or an Affiliate or Parent, if any), and is exercisable, as follows:

(i)    one third (1/3) of the shares covered by the Option shall vest on each of the first, second and third anniversaries of the Grant Date; provided, however, that upon Optionee’s death or Disability, the number of shares of Stock subject to the Option that would have vested during the Company’s fiscal year in which Optionee’s death or Disability occurs (but which had not vested in such fiscal year prior to the date of Optionee’s death or Disability), will fully vest as of the date of Optionee’s death or Disability; and

(ii)    the Option is exercisable when Optionee is not any of the following (a “Covered Employee”): (A) the chief executive officer of the Company (or acting in such capacity), or (B) any other officer of the Company.

3.     Accelerated Vesting and Limitation on Exercise Period .

(a)    Notwithstanding Section 2(b) above, the Option shall vest before the normal vesting dates set forth in Section 2(b) above upon the occurrence of a Change in Control while Optionee is employed by the Company (or an Affiliate or Parent, if any) if the Option will not remain outstanding following such Change in Control and the surviving corporation or Parent makes settlement of the full value of the outstanding Option (whether or not then exercisable) in cash or cash equivalents followed by the cancellation of the Option. If, upon the occurrence of a Change in Control while Optionee is employed by the Company (or an Affiliate or Parent, if any), the Option remains outstanding following the Change in Control, the Option is assumed by the surviving corporation or Parent, or the surviving corporation or Parent substitutes options with substantially the same terms for the Option, then the Option shall continue to vest in accordance with Section 2(b)(i) above, unless Optionee has a “Qualifying Termination” as hereafter defined. Upon the occurrence of a Qualifying Termination, the Option shall automatically become fully vested, notwithstanding the normal vesting dates set forth in Section 2(b) above.

(b)    Once the Option vests and becomes exercisable as provided above, the Option shall remain exercisable for the periods set forth below or until the Expiration Date, whichever occurs first. Thereafter, the unexercised portion of the Option is forfeited and may not be exercised.

(i)    In the event of the death of Optionee, the Option is exercisable for three years.

(ii)    In the event of the Disability of Optionee, the Option is exercisable for three years.

(iii)    In the event of the voluntary termination of Optionee’s employment with the Company (and its Affiliates and Parent, if any), the Option is exercisable for three years.

(iv)    In the event of the involuntary termination of Optionee’s employment with the Company (and its Affiliates and Parent, if any), other than a termination for death, Disability, or Cause, the Option is exercisable for six months.

(c)    For purposes hereof, a “Qualifying Termination” means a termination of Optionee’s employment with the Company (and its Affiliate and Parent, if any) within two years of a Change in Control Date (i) by the Company (or an Affiliate or the Parent, if any) without Cause, or (ii) by the Optionee for “Good Reason”. For purposes hereof, “Good Reason” means (A) Optionee is not the chief executive officer and chairman of the Board of Directors of Parent; (B) a reduction in Optionee’s base salary, bonuses or incentive compensation; (C) a material reduction in the kind or level of employee benefits, fringe benefits or perquisites to which Optionee is from time to time entitled; (D) a diminution or adverse change in Optionee’s titles, authorities, duties, responsibilities or reporting relationships, or the assignment to Optionee of duties that are inconsistent with, or materially impair his ability to perform, the duties of his position prior to the Change in Control; (E) a change in the geographic location by 50 miles or more at which Optionee must perform his services, or (F) any other action or inaction that constitutes a material breach by the Company (or an Affiliate or Parent, if any) of the agreement under which Optionee provides services.

4.     Forfeiture .

(a)    This Section 4 sets forth the circumstances under which the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from the Committee of the occurrence of any of the following events (such notice is referred to as the “Forfeiture Notice”):

(i)    Optionee is terminated for Cause;

(ii)    Optionee engages in competition with the Company; or

(iii)    Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job with the Company or any subsidiary; (B) being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) 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; (G) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (H) 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.

(b)    Upon Optionee’s receipt of the Forfeiture Notice, the portions of the Option not vested will be forfeited and may not be exercised. Notwithstanding any other provision of the Option, any portion of the Option that is vested (either in accordance with the normal vesting dates set forth in Section 2 or pursuant to an

acceleration of vesting under Section 3) and is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this Section.

5.     Covenant Not to Compete; Non Solicitation; and Confidentiality .

(a)    During the term of the Optionee’s employment with the Company and until the third anniversary of the effective date of the termination of Optionee’s employment with the Company, Optionee shall not:

(i)    engage (whether as an owner, operator, manager, employee, officer, director, consultant, advisor, representative or otherwise) directly or indirectly in any business that produces, develops, markets or sells any type of food products that compete with those food products produced by the Company; provided however, that ownership of less than ten percent (10%) of the outstanding stock of any publicly-traded corporation (other than the Company) shall not be deemed to be engaging solely by reason thereof in any of the Company’s businesses; or

(ii)    induce or attempt to induce any customer, supplier, lender or other business relation of the Company to cease doing business with the Company or any of its subsidiaries.

(b)    Optionee agrees to treat and hold as confidential any information concerning the business and affairs of the Company that is not or does not become generally available to the public other than as a result of a disclosure in violation of this Agreement (the “ Confidential Information ”), refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to the Company or destroy, at the request and option of the Company, all tangible embodiments (and all copies) of the Confidential Information which are in Optionee’s possession.

(c)    Optionee acknowledges and agrees that in the event of a breach by Optionee of any of the provisions of this Section 5, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach, the Company shall be entitled to, in addition to the other rights and remedies existing in their favor, specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof from any court of competent jurisdiction in each case without the requirement of posting a bond or proving actual damages.

(d)    Optionee agrees that except in connection with any legal proceeding relating to the enforcement of this Agreement, following the effective date of the termination of Optionee’s employment with the Company, Optionee shall not publicly disparage the Company or its officers or directors.

(e)    The term “ indirectly ” as used in this Section 5 with respect to Optionee is intended to mean any acts authorized or directed by or on behalf of Optionee or any entity controlled by Optionee.

6.     Governing Law . This Agreement shall be governed by the laws of the State of Missouri without reference to the conflict of laws provisions thereof. The Optionee shall be solely responsible to seek advice as to the laws of any jurisdiction to which he may be subject, and participation by the Optionee in the Plan shall be on the basis of a warranty by the Optionee that he may lawfully so participate without the Company being in breach of the laws of any such jurisdiction.

7.     Amendment . No amendment or modification of this Agreement shall be valid unless the same shall be in writing and signed by the Company and Optionee. 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 Optionee’s rights under this Agreement.

8.     No Assignment or Transfer . During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Optionee may request authorization from the Committee to assign his rights with respect to the Option granted herein to a trust or custodianship, the beneficiaries of which may include only the Optionee, the Optionee’s spouse or the Optionee’s lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Optionee may assign his rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Optionee under the Plan and this Agreement and shall be entitled to all the rights of the Optionee under the Plan.

Exhibit 10.3

POST HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

Post Holdings, Inc. grants a Non-Qualified Stock Option (the “Option”) to _______________ (“Optionee”), effective _______________ (“Grant Date”), to purchase a total of __________ shares of its Stock at an exercise price of $_______ per share pursuant to the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “Plan”), upon the terms hereafter provided in this Non-Qualified Stock Option Agreement (this “Agreement”). Any capitalized terms, not otherwise defined herein, have the meanings given to such terms in the Plan.

NOW THEREFORE , the Company and Optionee agree, for and in consideration of the terms hereof, as set forth below.

1. Exercise . Subject to the provisions of the Plan and the following terms, Optionee may exercise the Option from time to time by tendering to the Company (or its designated agent), written notice of exercise, which will state the number of shares under the Option to be exercised, together with the purchase price in either cash or, if the Committee so permits, in Shares at the Fair Market Value. Notwithstanding the foregoing, if the Committee so permits, the purchase price may be payable through a net or cashless exercise as permitted by the Committee or through such other methods or forms as the Committee may approve in its discretion subject to such rules and procedures as it may establish.

2. Vesting and When Exercisable .

(a) The Option vests and becomes exercisable in accordance with Section 2(b) below. Subject to the provisions of the Plan and any vesting and other terms herein, the Option remains exercisable through the tenth anniversary of the Grant Date (“Expiration Date”) unless Optionee is no longer employed by the Company (or its Affiliates or Parent, if any), in which case the Option is exercisable only if permitted by, and in accordance with, the provisions of Section 3 below.

(b) The Option vests while Optionee is employed by the Company (or an Affiliate or Parent, if any), and is exercisable, as follows: one third (1/3) of the shares covered by the Option shall vest on each of the first, second and third anniversaries of the Grant Date; provided, however, that upon Optionee’s death or Disability, the number of shares of Stock subject to the Option that would have vested during the Company’s fiscal year in which Optionee’s death or Disability occurs (but which had not vested in such fiscal year prior to the date of Optionee’s death or Disability), will fully vest as of the date of Optionee’s death or Disability.

3. Accelerated Vesting and Limitation on Exercise Period .

(a) Notwithstanding Section 2(b) above, the Option shall vest before the normal vesting dates set forth in Section 2(b) above upon the occurrence of a Change in Control while Optionee is employed by the Company (or an Affiliate or Parent, if any) if the Option will not remain outstanding following such Change in Control and the surviving corporation or Parent makes settlement of the full value of the outstanding Option (whether or not then exercisable) in cash or cash equivalents followed by the cancellation of the Option. If, upon the occurrence of a Change in Control while Optionee is employed by the Company (or an Affiliate or Parent, if any), the Option remains outstanding following the Change in Control, the Option is assumed by the surviving corporation or Parent, or the surviving corporation or Parent substitutes options with substantially the same terms for the Option, then the Option shall continue to vest in accordance with Section 2(b) above, unless Optionee has a “Qualifying Termination” as hereafter defined. Upon the occurrence of a Qualifying Termination, the Option shall automatically become fully vested, notwithstanding the normal vesting dates set forth in Section 2(b) above.

(b) Once the Option vests and becomes exercisable as provided above, the Option shall remain exercisable for the periods set forth below or until the Expiration Date, whichever occurs first. Thereafter, the unexercised portion of the Option is forfeited and may not be exercised.

(i) In the event of the death of Optionee, the Option is exercisable for three years.

(ii) In the event of the Disability of Optionee, the Option is exercisable for three years.

(iii) In the event of the voluntary termination of Optionee’s employment with the Company (and its Affiliates and Parent, if any), the Option is exercisable for three years.

(iv) In the event of the involuntary termination of Optionee’s employment with the Company (and its Affiliates and Parent, if any), other than a termination for death, Disability, or Cause, the Option is exercisable for six months.

(c) For purposes hereof, a “Qualifying Termination” means a termination of Optionee’s employment with the Company (and its Affiliate and Parent, if any) within two years of a Change in Control Date (i) by the Company (or an Affiliate or the Parent, if any) without Cause, or (ii) by the Optionee for “Good Reason”. For purposes hereof, “Good Reason” means (A) a material reduction in Optionee’s base salary, bonuses or incentive compensation; (B) a material reduction in the kind or level of employee benefits, fringe benefits or perquisites to which Optionee is from time to time entitled; (C) a diminution or adverse change in Optionee’s titles, authorities, duties, responsibilities or reporting relationships, or the assignment to Optionee of duties that are inconsistent with, or materially impair his ability to perform, the duties of his position prior to the Change in Control; or (D) a change in the geographic location by 50 miles or more at which Optionee must perform his services.

4. Forfeiture .

(a) This Section 4 sets forth the circumstances under which the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from the Committee of the occurrence of any of the following events (such notice is referred to as the “Forfeiture Notice”):

(i) Optionee is terminated for Cause;

(ii) Optionee engages in competition with the Company; or

(iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job with the Company or any subsidiary; (B) being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) 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; (G) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (H) 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.

(b) Upon Optionee’s receipt of the Forfeiture Notice, the portions of the Option not vested will be forfeited and may not be exercised. Notwithstanding any other provision of the Option, any portion of the Option that is vested (either in accordance with the normal vesting dates set forth in Section 2 or pursuant to an acceleration of vesting under Section 3) and is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this Section.

5. Governing Law . This Agreement shall be governed by the laws of the State of Missouri without reference to the conflict of laws provisions thereof. The Optionee shall be solely responsible to seek advice as to the laws of any jurisdiction to which he may be subject, and participation by the Optionee in the Plan shall be on the basis of a warranty by the Optionee that he may lawfully so participate without the Company being in breach of the laws of any such jurisdiction.

6. Amendment . No amendment or modification of this Agreement shall be valid unless the same shall be in writing and signed by the Company and Optionee. 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 Optionee’s rights under this Agreement.

7. No Assignment or Transfer . During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Optionee may request authorization from the Committee to assign his rights with respect to the Option granted herein to a trust or custodianship, the beneficiaries of which may include only the Optionee, the Optionee’s spouse or the Optionee’s lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Optionee may assign his rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Optionee under the Plan and this Agreement and shall be entitled to all the rights of the Optionee under the Plan.

Exhibit 10.4

POST HOLDINGS, INC.

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of May 29, 2012 (“Date of Grant”) by and between Post Holdings, Inc. and William P. Stiritz (“Grantee”). Capitalized terms used and not otherwise defined herein shall have the meaning given to them in the Post Holdings, Inc. 2012 Long-Term Incentive Plan (“Plan”).

WHEREAS, the Board of Directors of the Company (“Board”) has adopted the Plan, which governs the terms pursuant to which restricted stock units and certain other awards may be granted to personnel of the Company; and

WHEREAS, the Board, acting through its Committee appointed to administer the Plan (“Committee”), believes it is in the best interest of the Company to create an incentive for the Grantee to remain in the employ of the Company and to work to achieve the Company’s strategic objectives; and

WHEREAS, subject to the terms described herein, the Company desires to grant to the Grantee the right to receive in the future on settlement Shares of Stock, subject to all terms and conditions herein.

NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as set forth below.

1.     Grant of Restricted Stock Unit Award . Pursuant to action of the Board and/or the Committee, the Company hereby grants to the Grantee an award (“Award”) of 312,500 Restricted Stock Units. Each Restricted Stock Unit is a bookkeeping entry that represents the right to receive on a date determined in accordance with this Agreement one Share of Stock, subject to the risk of cancellation and forfeiture as described herein.

2.     Vesting and Forfeiture .

(a)     Time of Vesting . One-third of the Restricted Stock Units covered by this Agreement shall vest on each of the first, second, and third anniversaries of the Date of Grant, with the vesting of each installment subject to the Grantee’s continued employment with the Company (or its Affiliates or Parent, if any) through the applicable vesting date; provided, however, that upon the Grantee’s death or Disability, the number of Restricted Stock Units that would have vested during the Company’s fiscal year in which the Grantee’s death or Disability occurs (but which had not vested in such fiscal year prior to the date of the Grantee’s death or Disability), will fully vest as of the date of the Grantee’s death or Disability.

(b)     Accelerated Vesting . Any Restricted Stock Units which have not yet vested under Section 2(a) above shall vest upon the occurrence of a Change in Control while the Grantee is employed by the Company (or an Affiliate or Parent, if any) if the Restricted Stock Units will not remain outstanding following such Change in Control. If, upon the occurrence of a Change in Control while the Grantee is employed by the Company (or an Affiliate or Parent, if any), the Restricted Stock Units remain outstanding following the Change in Control (e.g., the Restricted Stock Units are assumed by the surviving corporation or Parent, or the surviving corporation or Parent substitutes restricted stock units with substantially the same terms for the Restricted Stock Units), then the Restricted Stock Units shall continue to vest in accordance with Section 2(a) above, unless the Grantee has a “Qualifying Termination” as hereafter defined. Upon the occurrence of a Qualifying Termination, the Restricted Stock Units shall automatically become fully vested, notwithstanding the normal vesting dates set forth in Section 2(a) above. For purposes hereof, a “Qualifying Termination” means a termination of the Grantee’s employment with the Company (and its Affiliate and

Parent, if any) within two years of a Change in Control Date (i) by the Company (or an Affiliate or the Parent, if any) without Cause, or (ii) by the Grantee for “Good Reason”. For purposes hereof, “Good Reason” means (A) the Grantee is not the chief executive officer and chairman of the Board of Directors of Parent; (B) a material reduction in the Grantee’s base salary, bonuses or incentive compensation; (C) a material reduction in the kind or level of employee benefits, fringe benefits or perquisites to which the Grantee is from time to time entitled; (D) a material diminution or adverse change in the Grantee’s titles, authorities, duties, responsibilities or reporting relationships, or the assignment to the Grantee of duties that are inconsistent with, or materially impair his ability to perform, the duties of his position prior to the Change in Control; (E) a change in the geographic location by 50 miles or more at which the Grantee must perform his services, or (F) any other action or inaction that constitutes a material breach by the Company (or an Affiliate or Parent, if any) of the agreement under which the Grantee provides services.

(c)     Vesting Date and Vested Units. Each date on which all or a portion of the Restricted Stock Units vest pursuant to this Section 2 is hereafter referred to as a “Vesting Date”, and the portion of the Restricted Stock Units that vest on such date is hereafter referred to as the “Vested Units”.

(d)     Forfeiture Upon Termination of Employment. In the event that Grantee’s employment terminates for any reason or no reason, with or without cause, voluntarily or involuntarily, Grantee shall forfeit all Restricted Stock Units which are not, as of the time of such termination (subject to any accelerated vesting as expressly provided in this Agreement upon a termination of employment), vested, and Grantee shall not be entitled to any payment or other consideration with respect thereto.

3.     Settlement of the Vested Units .

(a)     Payment Upon Termination of Employment. Subject to all the terms and conditions set forth in this Agreement and the Plan including, without limitation, the vesting conditions, the Company shall issue to the Grantee the number of Shares of Stock that is equal to the number of Vested Units within sixty (60) days after the Grantee’s termination of employment. The Grantee 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 Stock until the tax withholding obligations of the Company have been satisfied by the Grantee.

(b)     Compliance with Laws. The grant of the Restricted Stock Units and issuance of Shares of Stock upon settlement of the Vested 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 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 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 Vested 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 Vested Units, the Company may require the Grantee 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)     Registration. Shares issued in settlement of the Vested Units shall be registered in the name of the Grantee. 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)     No Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Vested Units.

4.     Incorporation of the Plan by Reference . The Award of Restricted Stock Units pursuant to this Agreement is granted under, and expressly subject to, the terms and provisions of the Plan, which terms and provisions are incorporated herein by reference. The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

5.     Ownership Rights . The Restricted Stock Units do not represent a current interest in any shares of Common Stock. The Grantee shall have no voting or other ownership rights in the Company arising from the Award of Restricted Stock Units under this Agreement.

6.     Committee Discretion . This Award has been made pursuant to a determination made by the Committee. Notwithstanding anything to the contrary herein, the Committee shall have plenary authority to: (a) interpret any provision of this Agreement; (b) make any determinations necessary or advisable for the administration of this Agreement; (c) make adjustments as it deems appropriate to the aggregate number and type of securities relating to this Agreement to appropriately adjust for, and give effect to, any Fundamental Change, divestiture, distribution of assets to stockholders (other than ordinary cash dividends), reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, stock combination or exchange, rights offering, spin-off or other relevant change; and (d) otherwise modify or amend any provision hereof in any manner that does not materially and adversely affect any right granted to the Grantee by the express terms hereof, unless required as a matter of law, subject to the limitations stated in the Plan.

7.     No Right to Continued Employment . Nothing in this Agreement shall be deemed to create any limitation or restriction on such rights as the Company otherwise would have to terminate the employment of the Grantee at any time for any reason.

8.     Entire Agreement . This Agreement and the Plan contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations between the parties.

9.     Governing Law . To the extent federal law does not otherwise control, this Agreement shall be governed by the laws of the State of Missouri, without giving effect to principles of conflicts of laws. The Grantee shall be solely responsible to seek advice as to the laws of any jurisdiction to which he or she may be subject, and participation by the Grantee in the Plan shall be on the basis of a warranty by the Grantee that he or she may lawfully so participate without the Company being in breach of the laws of any such jurisdiction.

10.     Not Assignable or Transferable . Restricted Stock Units shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Grantee may request authorization from the Committee to assign his or her rights with respect to the Restricted Stock Units granted herein to a trust or custodianship, the beneficiaries of which may include only the Grantee, the Grantee’s spouse or the Grantee’s lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Grantee may assign his or her rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Grantee under the Plan and this Agreement and shall be entitled to all the rights of the Grantee under the Plan.

11.     Covenant Not to Compete; Non Solicitation; and Confidentiality .

(a)    During the term of the Grantee’s employment with the Company and until the third anniversary of the effective date of the termination of Grantee’s employment with the Company, the Grantee shall not:

(i)    engage (whether as an owner, operator, manager, employee, officer, director, consultant, advisor, representative or otherwise) directly or indirectly in any business that produces, develops, markets or sells any type of food products that compete with those food products produced by the Company; provided however, that ownership of less than ten percent (10%) of the outstanding stock of any publicly-traded corporation (other than the Company) shall not be deemed to be engaging solely by reason thereof in any of the Company’s businesses; or

(ii)    induce or attempt to induce any customer, supplier, lender or other business relation of the Company to cease doing business with the Company or any of its subsidiaries.

(b)    The Grantee agrees to treat and hold as confidential any information concerning the business and affairs of the Company that is not or does not become generally available to the public other than as a result of a disclosure in violation of this Agreement (the “ Confidential Information ”), refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to the Company or destroy, at the request and option of the Company, all tangible embodiments (and all copies) of the Confidential Information which are in the Grantee’s possession.

(c)    The Grantee acknowledges and agrees that in the event of a breach by the Grantee of any of the provisions of this Section 11, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach, the Company shall be entitled to, in addition to the other rights and remedies existing in their favor, specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof from any court of competent jurisdiction in each case without the requirement of posting a bond or proving actual damages.

(d)    The Grantee agrees that except in connection with any legal proceeding relating to the enforcement of this Agreement, following the effective date of the termination of the Grantee’s employment with the Company, the Grantee shall not publicly disparage the Company or its officers or directors.

(e)    The term “ indirectly ” as used in this Section 11 with respect to the Grantee is intended to mean any acts authorized or directed by or on behalf of the Grantee or any entity controlled by the Grantee.

12.     Specified Employee Delay and Separation . Notwithstanding anything herein to the contrary, in the event that the Grantee is determined to be a specified employee within the meaning of Section 409A of the Code, payment on account of termination of employment shall be made on the first payroll date which is more than six months following the date of the Grantee’s termination of employment to the extent required to avoid any adverse tax consequences under Section 409A of the Code. References to termination of employment under this Agreement shall mean a “separation from service” within the meaning of Section 409A of the Code.

    

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf, and the Grantee has signed this Agreement to evidence his or her acceptance of the terms hereof, all as of the Date of Grant.

Exhibit 10.5

POST HOLDINGS, INC.

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of ______________ (“Date of Grant”) by and between Post Holdings, Inc. and _________________ (“Grantee”). Capitalized terms used and not otherwise defined herein shall have the meaning given to them in the Post Holdings, Inc. 2012 Long-Term Incentive Plan (“Plan”).

WHEREAS, the Board of Directors of the Company (“Board”) has adopted the Plan, which governs the terms pursuant to which restricted stock units and certain other awards may be granted to personnel of the Company; and

WHEREAS, the Board, acting through its Committee appointed to administer the Plan (“Committee”), believes it is in the best interest of the Company to create an incentive for the Grantee to remain in the employ of the Company and to work to achieve the Company’s strategic objectives; and

WHEREAS, subject to the terms described herein, the Company desires to grant to the Grantee the right to receive in the future on settlement Shares of Stock, subject to all terms and conditions herein.

NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as set forth below.

1. Grant of Restricted Stock Unit Award . Pursuant to action of the Board and/or the Committee, the Company hereby grants to the Grantee an award (“Award”) of __________ Restricted Stock Units. Each Restricted Stock Unit is a bookkeeping entry that represents the right to receive on a date determined in accordance with this Agreement one Share of Stock, subject to the risk of cancellation and forfeiture as described herein.

2. Vesting and Forfeiture .

(a) Time of Vesting . One-third of the Restricted Stock Units covered by this Agreement shall vest on each of the first, second, and third anniversaries of the Date of Grant, with the vesting of each installment subject to the Grantee’s continued employment with the Company (or its Affiliates or Parent, if any) through the applicable vesting date; provided, however, that upon the Grantee’s termination of employment due to his death or Disability, the number of Restricted Stock Units that would have vested during the Company’s fiscal year in which the Grantee’s termination of employment due to his death or Disability occurs (but which had not vested in such fiscal year prior to the date of the Grantee’s termination of employment due to his death or Disability), will fully vest as of the date of the Grantee’s termination of employment due to his death or Disability.

(b) Accelerated Vesting . Any Restricted Stock Units which have not yet vested under Section 2(a) above shall vest upon the occurrence of a Change in Control while the Grantee is employed by the Company (or an Affiliate or Parent, if any) if the Restricted Stock Units will not remain outstanding following such Change in Control. If, upon the occurrence of a Change in Control while the Grantee is employed by the Company (or an Affiliate or Parent, if any), the Restricted Stock Units remain outstanding following the Change in Control (e.g., the Restricted Stock Units are assumed by the surviving corporation or Parent, or the surviving corporation or Parent substitutes restricted stock units with substantially the same terms for the Restricted Stock Units), then the Restricted Stock Units shall continue to vest in accordance with Section 2(a) above, unless the Grantee has a “Qualifying Termination” as hereafter defined. Upon the occurrence of a Qualifying Termination, the Restricted Stock Units shall automatically become fully vested, notwithstanding the normal vesting dates set forth in Section 2(a) above. For purposes hereof, a “Qualifying Termination” means a termination of the

Grantee’s employment with the Company (and its Affiliate and Parent, if any) within two years of a Change in Control Date (i) by the Company (or an Affiliate or the Parent, if any) without Cause, or (ii) by the Grantee for “Good Reason”. For purposes hereof, “Good Reason” means (A) a material reduction in the Grantee’s base salary, bonuses or incentive compensation; (B) a material reduction in the kind or level of employee benefits, fringe benefits or perquisites to which the Grantee is from time to time entitled; (C) a material diminution or adverse change in the Grantee’s titles, authorities, duties, responsibilities or reporting relationships, or the assignment to the Grantee of duties that are inconsistent with, or materially impair his ability to perform, the duties of his position prior to the Change in Control; or (D) a change in the geographic location by 50 miles or more at which the Grantee must perform his services.

(c) Vesting Date and Vested Units. Each date on which all or a portion of the Restricted Stock Units vest pursuant to this Section 2 is hereafter referred to as a “Vesting Date”, and the portion of the Restricted Stock Units that vest on such date is hereafter referred to as the “Vested Units”.

(d) Forfeiture Upon Termination of Employment. In the event that Grantee’s employment terminates for any reason or no reason, with or without cause, voluntarily or involuntarily, Grantee shall forfeit all Restricted Stock Units which are not, as of the time of such termination (subject to any accelerated vesting as expressly provided in this Agreement upon a termination of employment), vested, and Grantee shall not be entitled to any payment or other consideration with respect thereto.

3. Settlement of the Vested Units .

(a) Vesting Date Payment. Subject to all the terms and conditions set forth in this Agreement and the Plan including, without limitation, the vesting conditions, the Company shall issue to the Grantee the number of Shares of Stock that is equal to the number of Vested Units within sixty (60) days after the Vesting Date. The Grantee 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 Stock until the tax withholding obligations of the Company have been satisfied by the Grantee.

(b) Compliance with Laws. The grant of the Restricted Stock Units and issuance of Shares of Stock upon settlement of the Vested 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 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 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 Vested 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 Vested Units, the Company may require the Grantee 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) Registration. Shares issued in settlement of the Vested Units shall be registered in the name of the Grantee. 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) No Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Vested Units.

4. Incorporation of the Plan by Reference . The Award of Restricted Stock Units pursuant to this Agreement is granted under, and expressly subject to, the terms and provisions of the Plan, which terms and provisions are incorporated herein by reference. The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

5. Ownership Rights . The Restricted Stock Units do not represent a current interest in any shares of Common Stock. The Grantee shall have no voting or other ownership rights in the Company arising from the Award of Restricted Stock Units under this Agreement.

6. Committee Discretion . This Award has been made pursuant to a determination made by the Committee. Notwithstanding anything to the contrary herein, the Committee shall have plenary authority to: (a) interpret any provision of this Agreement; (b) make any determinations necessary or advisable for the administration of this Agreement; (c) make adjustments as it deems appropriate to the aggregate number and type of securities relating to this Agreement to appropriately adjust for, and give effect to, any Fundamental Change, divestiture, distribution of assets to stockholders (other than ordinary cash dividends), reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, stock combination or exchange, rights offering, spin-off or other relevant change; and (d) otherwise modify or amend any provision hereof in any manner that does not materially and adversely affect any right granted to the Grantee by the express terms hereof, unless required as a matter of law, subject to the limitations stated in the Plan.

7. No Right to Continued Employment . Nothing in this Agreement shall be deemed to create any limitation or restriction on such rights as the Company otherwise would have to terminate the employment of the Grantee at any time for any reason.

8. Entire Agreement . This Agreement and the Plan contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations between the parties.

9. Governing Law . To the extent federal law does not otherwise control, this Agreement shall be governed by the laws of the State of Missouri, without giving effect to principles of conflicts of laws. The Grantee shall be solely responsible to seek advice as to the laws of any jurisdiction to which he or she may be subject, and participation by the Grantee in the Plan shall be on the basis of a warranty by the Grantee that he or she may lawfully so participate without the Company being in breach of the laws of any such jurisdiction.

10. Not Assignable or Transferable . Restricted Stock Units shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Grantee may request authorization from the Committee to assign his or her rights with respect to the Restricted Stock Units granted herein to a trust or custodianship, the beneficiaries of which may include only the Grantee, the Grantee’s spouse or the Grantee’s lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Grantee may assign his or her rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Grantee under the Plan and this Agreement and shall be entitled to all the rights of the Grantee under the Plan.

11. Specified Employee Delay and Separation . Notwithstanding anything herein to the contrary, in the event that the Grantee is determined to be a specified employee within the meaning of Section 409A of the Code, payment on account of termination of employment shall be made on the first payroll date which is more than six months following the date of the Grantee’s termination of employment to the extent required to avoid any adverse tax consequences under Section 409A of the Code. References to termination of employment under this Agreement shall mean a “separation from service” within the meaning of Section 409A of the Code.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf, and the Grantee has signed this Agreement to evidence his or her acceptance of the terms hereof, all as of the Date of Grant.

Exhibit 10.6

Post Holdings, Inc.

Senior Management Bonus Program

Article I - Purpose

The purpose of the Senior Management Bonus Program (the “Program”) is to focus Senior Management Employees on critical business objectives of Post Holdings, Inc. (the “Company”) to encourage superior performance to exceed or achieve identified metrics that drive shareholder value.

Bonus Awards under this Program are intended to qualify as performance-based compensation under Section 409A of the Code and for purposes of the Post Holdings, Inc. Deferred Compensation Plan for Key Employees.

Article II - Definitions and Rules of Construction

2.1      “ Beneficiary ” means the person or persons designated by a Participant, or otherwise entitled to receive a Bonus Award that remains undistributed at Participant’s death.

2.2      “Board” means the Board of Directors of the Company.

2.3      “Bonus Award” means any cash bonus granted under the terms of the Program.

2.4      “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.5      “Committee” means the Corporate Governance and Compensation Committee of the Board of Directors of Post Holdings, Inc.

2.6      “Company” means Post Holdings, Inc., a Missouri corporation, and any successor thereto.

2.7      “Division” means any operating division of the Company as identified by the Committee.

2.8      “ Participant ” means any Senior Management Employee who satisfies the conditions for participation in the Program as set forth in Section 3.1.

2.9      “ Performance-Based Compensation ” means compensation that constitutes performance-based compensation as defined by Section 409A of the Code and the regulations thereunder and for purposes of the Post Holdings, Inc. Deferred Compensation Plan for Key Employees.

2.10      “Performance Target” means one or more goals submitted and approved, annually prior to the start of each Program Year, by the Chief Executive Officer “CEO” that must be satisfied before a Bonus Award is paid, provided, however, that the Committee shall be responsible for approving the goals to be satisfied with respect to the CEO’s Performance Targets.

2.11      “ Program Year ” means the accounting year of the Program, which ends on September 30.

2.12      “Senior Management Employee” means the Chief Executive Officer “CEO”, the Chief Financial Officer “CFO”, the Chief Operating Officer “COO” or the Executive Vice President of Marketing “EVP-Marketing” of the Company.

2.13      Rules of Construction

(a) Governing law . The construction and operation of this Program are governed by the laws of the State of Missouri.

(b) Headings . The headings of Articles, Sections and Subsections are for reference only and are not to be utilized in construing the Program.

(c) Gender . Unless clearly inappropriate, all pronouns of whatever gender refer indifferently to persons or objects of any gender.

(d) Singular and Plural . Unless clearly inappropriate, singular items refer also to plural and vice versa.

(e) Severability . If any provision of this Program is held illegal or invalid for any reason, the remaining provisions are to remain in full force and effect and to be construed and enforced in accordance with the purposes of the Program as if the illegal or invalid provision did not exist.

Article III - Eligibility

3.1      Eligibility . The Company’s CEO, COO, CFO and EVP-Marketing shall be eligible to participate in the Program. The Committee has the ability to amend the eligible participants from time to time. Any participant in the Program must be named in the Summary Compensation Table in the proxy statement, provided, however, that not all such individuals so named need be designated as Participants hereunder.

If a Senior Management Employee is included in an alternative, business-specific bonus program, including but not limited to a sales incentive program, a Key Management Bonus Plan or plant gainshare program, the Committee, in their discretion, may or may not alter or eliminate that Senior Management Employee’s participation in this Program.

(a) New Participants . If an individual is hired as a Senior Management Employee or becomes a Senior Management Employee after the start of the Program Year, is identified as a participant in this Program and the individual’s date of hire or promotion is:

(i) prior to July 1, he or she will be a Participant in this Program and may receive a Bonus Award for the Program Year on a prorated basis; or

(ii) after July 1, he or she will not be eligible to participate in the Program or receive a Bonus Award for that Program Year. However, he or she will be eligible to participate in the Program for the next Program Year beginning October 1.

(b) Transferring Participants . A Senior Management Employee who transfers to a Division during the Program Year and who remains a Senior Management Employee will remain in the Program and will be eligible for a Bonus Award based upon the prorated number of months in the applicable Divisions.

(c) Promoted Participants. An employee who is promoted to a Senior Management Employee status during the Program Year will be a Participant in this Program and may receive a Bonus Award, as determined by the Committee in its discretion, for the Program Year on a prorated basis.

3.2     Performance Targets . Prior to the Program Year, each Participant’s Performance Targets will be developed and approved by the CEO, or, in the case of the CEO’s Performance Targets, by the Committee. The Performance Targets will be based upon the Company’s business outlook and goals for the fiscal year.

3.3.     Bonus Pool . Prior to the Program Year, the Committee shall assign a total aggregate amount as a

bonus pool pursuant to which Bonus Awards may be made under this Program.

Article IV – Determination and Payment of Bonus Awards

4.1      Determination of Bonus Award. For each Participant, the Committee will establish a target award for attainment of each Performance Target. The Committee will determine the awards for each participant on an annual basis prior to the start of the Program Year. The Committee has the authority to determine the Bonus Award payouts based on achievement of the goals and other business objectives.

4.2      Timing of Payment . Payment of each Bonus Award shall be made by the December 1 ^st following the end of the Program Year in which such Bonus Award was earned. The participant must be employed as of the end of the Program Year in order to be eligible to receive a payment, except in the case of Disability, Death or Retirement as described in sections 4.5, 4.6 and 4.7 below.

4.3      Form of Payment . Each Bonus Award shall be paid in cash (or its equivalent) in a single lump sum.

4.4      Deferral of Bonus . A Participant may defer all or a portion of any Bonus Award under this Program subject to the Post Holdings, Inc. Deferred Compensation Plan for Key Employees in a manner that complies with the requirements of Section 409A of the Code. The Bonus Award shall be deemed benefit earnings for purposes of the Company’s employee benefit plans.

4.5      Payment Upon Death . If a Participant dies after December 31 of the Program Year but before payment of the Bonus Award, the Participant’s designated beneficiary may receive a prorated share of the Bonus Award based on the time the Participant worked or otherwise provided services during the Program Year. If a Participant dies after the end of the Program Year and before payment of the Bonus Award, the Participant’s designated beneficiary may receive the entire share of the Bonus Award. Any such Bonus Award shall be paid in accordance with Section 4.2 above.

4.6      Payment Upon Total Disability. If a Participant becomes Totally Disabled after December 31 ^st of the Program Year but before payment of the Bonus Award, the Participant may receive a prorated share of the Bonus Award based on the time the Participant worked or otherwise provided services during the Program year. If a Participant becomes Totally Disabled after the end of the Program Year and before payment of the Bonus Award, the Participant may receive the entire share of the Bonus Award. Any such Bonus Award shall be paid in accordance with Section 4.2 above.

4.7      Payment Upon Retirement. If a Participant retires after December 31 ^st of the Program Year but before payment of the Bonus Award, the Participant may receive a prorated share of the Bonus Award based on the time the Participant worked or otherwise provided services during the Program Year. If a Participant retires after the end of the Program Year and before payment of the Bonus Award, the Participant may receive the entire share of the Bonus Award. Any such Bonus Award shall be paid in accordance with Section 4.2 above.

4.8      Designation of Beneficiary . A Participant shall designate a Beneficiary on a form to be supplied by the Human Resources Department of the Company. The Beneficiary designation may be changed by the Participant at any time, but any change shall not be effective until the Beneficiary designation form completed by the Participant is delivered to and received by Human Resources. In the event that Human Resources receives more than one Beneficiary designation form from the Participant, the form bearing the most recent date shall be controlling. If Human Resources does not have a valid Beneficiary designation of a Participant at the time of the Participant’s death, then the Participant’s beneficiary shall be the Participant’s estate.

4.9      Participants on Leave . If a Participant is absent from work due to a medical, workers’ compensation or family leave of absence during the Program Year in accordance with Company policy, he or she will be eligible to receive a Bonus Award based on the full Program Year if the Participant’s absence from work amounted to twelve weeks or less. If the Participant’s absence exceeds twelve weeks, the Participant shall be

eligible for a pro-rated Bonus Award calculated based on the actual time worked during the Program Year. A Participant’s absence which is deemed qualified and approved under the Family and Medical Leave Act shall be credited toward the pro-rated Bonus Award up to a maximum of twelve weeks. Any such Bonus Award shall be paid in accordance with Section 4.2 above.

4.10      Withholding of Taxes . The Company shall deduct from any payment, or otherwise collect from the Participant, any taxes required to be withheld by federal, state or local governments in connection with any Bonus Award.

4.11      No Warranty of Tax Effect . No opinion is expressed nor warranties made as to the effect for federal, state, or local tax purposes of any Bonus Award.

Article V - Program Administration

5.1      Powers of the Committee . The Committee shall have exclusive authority and discretion to administer and interpret the Program and, in connection therewith, have the power to establish rules in connection with the administration of the Program and perform all other acts that they believe reasonable and proper, including the power to delegate responsibility to others to assist it in administering the Program.

5.2      Conclusiveness of Action. Any action on matters within the discretion of the Committee will be conclusive, final and binding upon all Participants and upon all persons claiming any rights under the Program, including Beneficiaries.

5.3      Expenses. All expenses of the Committee with respect to the Program shall be paid by the Company.

Article VI - Non-Assignability

6.1      Non-Assignability . Neither a Participant nor any Beneficiary of a Participant shall have any right to commute, sell, assign, pledge, transfer or otherwise convey the right to receive a Bonus Award until the Bonus Award is actually distributed to the Participant or his or her Beneficiary.

Article VII - Amendment or Termination of Program

7.1      Power to Amend or Terminate Program . TheCommittee may amend, modify or terminate this Program at any time .

7.2      When Amendments Take Effect . A resolution amending or terminating the Program becomes effective as of the date specified therein.

7.3      Restriction on Retroactive Amendments . No amendment may be made that retroactively deprives a Participant of any benefit accrued before the date of the amendment.

Article VIII - Miscellaneous

8.1      Program Not a Contract of Employment . The adoption and maintenance of the Program does not constitute a contract of employment between the Company and any Participant or to be a consideration for the employment of any person. Nothing herein contained gives any Participant the right to be retained in the employ of the Company or derogates the right of the Company to discharge any Participant at any time , with or without notice, without regard to the effect of such discharge upon his or her rights as a Participant in the Program.

8.2      Program Not a Contract or Guarantee of Bonus Award . While the Company intends to adhere to the policies and practices listed in this document, the statements and guidelines contained in this Program are not and should not be considered a contract of any kind, express or implied.

8.3      No rights under Program Except as Set Forth Herein . Nothing in this Program, express or implied, or shall be construed, to confer upon or give to any person, firm, association or corporation, other than the parties hereto and their successors in interest, any right, remedy, or claim under or by reason of this Program or any covenant, condition or stipulation hereof, and all covenants, conditions and stipulations in this Program, by or on behalf of any party, are for the sole and exclusive benefit of the parties hereto.

8.4      Severability . If any provision of this Program is determined to be invalid or illegal, the remaining provisions shall be effective and shall be interpreted as if the invalid or illegal provision did not exist, unless the illegal or invalid provision is of such materiality that its omission defeats the purpose o the parties in entering into this Program.

8.5      Unfunded Nature of Program. The Program shall be unfunded, and the Company shall not be required to segregate any assets which may at any time be awarded under the Program.

8.6      Successors. All obligations of the Company under this Program, with respect to any Bonus Awards granted hereunder, shall be binding on any successors to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.

8.7      Choice of Law. This Program shall be construed in accordance with and governed by the laws of the State of Missouri determined without regard to its choice of law provisions.

Exhibit 10.7

Post Holdings, Inc.

Key Management Bonus Program

Article I - Purpose

The purpose of the Key Management Bonus Program (the “Program”) is to focus Key Management Employees on critical business objectives of Post Holdings, Inc. (the “Company”) to encourage superior performance to exceed or achieve identified metrics that drive shareholder value. The Bonus Awards metrics will be based on Net Sales, EBITDA, Market Share and Individual Performance Factor.

Bonus Awards under this Program are intended to qualify as performance-based compensation under Section 409A of the Code and for purposes of the Post Holdings, Inc. Deferred Compensation Plan for Key Employees.

Article II – Definitions and Rules of Construction

2.1      “Base Salary” means as to any Program Year, 100% of the Participant’s annualized salary rate on the last day of the Program Year. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of compensation pursuant to Company-sponsored plans.

2.2     “ Beneficiary ” means the person or persons designated by a Participant, or otherwise entitled to receive a Bonus Award that remains undistributed at Participant’s death.

2.3      “Board” means the Board of Directors of the Company.

2.4      “Bonus Award” means any cash bonus granted under the terms of the Program. Bonus Awards may be expressed as a percentage of a Key Management Employee’s Base Salary or a specific dollar amount, as determined by the Chief Operating Officer (“COO”) for each Participant for any Program Year, or for multiple Program Years.

2.5      “ Bonus Target ” means the percentage of Base Salary the Participant is eligible to receive in the form of a Bonus Award.

2.6      “ Chief Operating Officer ” means the Chief Operating Officer of Post Holdings, Inc.

2.7      “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.8      “Company” means Post Holdings, Inc., a Missouri Corporation, and any successor thereto.

2.9      “Corporate Employee” means a Key Management Employee who is classified by the Company as an employee primarily working in a corporate group within Post Holdings, Inc. (i.e., not within a specific Division).

2.10      “Division” means any operating division of Post Holdings, Inc. identified by the COO as eligible to participate in the Key Management Bonus Program.

2.11      “Division Employee” means an individual who is classified by the Company as an employee primarily working in a Division.

2.12      “Grade” means the numerical salary grade assigned to each Key Management Employee by the Chief Operating Officer.

2.13      “Key Management Employee” means an individual who is designated by the Company as a Division Employee or Corporate Employee of the Company or its subsidiaries or affiliates whose Grade is at or higher than 17 or who is designated as eligible for participation at the discretion of the COO.

2.14      “ Participant ” means any Key Management Employee who satisfies the conditions for participation in the Program as set forth in Section 3.1.

2.15      “ Performance Appraisal ” means an annual evaluation of the individual performance of a Participant.

2.16      “ Performance-Based Compensation ” means compensation that constitutes performance-based compensation as defined by Section 409A of the Code and the regulations thereunder and for purposes of the Post Holdings, Inc. Deferred Compensation Plan for Key Employees.

2.17      “Performance Criteria” means the level of performance assigned to each Participant. The Performance Criteria is then used to determine the applicable bonus factor.

2.18      “ Program Year ” means the accounting year of the Program, which ends on September 30.

2.19      Rules of Construction

(a) Governing law . The construction and operation of this Program are governed by the laws of the State of Missouri.

(b) Headings . The headings of Articles, Sections and Subsections are for reference only and are not to be utilized in construing the Program.

(c) Gender . Unless clearly inappropriate, all pronouns of whatever gender refer indifferently to persons or objects of any gender.

(d) Singular and Plural . Unless clearly inappropriate, singular items refer also to plural and vice versa.

(e) Severability . If any provision of this Program is held illegal or invalid for any reason, the remaining provisions are to remain in full force and effect and to be construed and enforced in accordance with the purposes of the Program as if the illegal or invalid provision did not exist.

Article III - Eligibility

3.1      Eligibility . All Key Management Employees of the Company, as defined herein and who are so designated by the Company, are eligible to receive a Bonus Award under this Program from the Company or a subsidiary of the Company subject to the pre-established performance criteria set forth in Article IV. If a Key Management Employee is included in an alternative, business-specific bonus program, including but not limited to a sales incentive program or plant gainshare program, the Chief Operating Officer, in his discretion, may alter or eliminate that Key Management Employee’s participation in this Program.

(a) New Participants . If an individual is hired as a Key Management Employee or becomes a Key Management Employee after the start of the Program Year and the individual’s date of hire or promotion is:

(i) prior to July 1, he or she will be a Participant in this Program and may receive a Bonus Award for the Program Year on a prorated basis; or

(ii) after July 1, he or she will not be eligible to participate in the Program or receive a Bonus Award for that Program Year. However, the Key Management Employee will be eligible to participate in

the Program for the next Program Year beginning October 1.

(b) Transferring Participants . A Key Management Employee who transfers to a different Division during the Program Year and who remains a Key Management Employee will remain in the Program and will be eligible for a Bonus Award based upon the prorated number of months in each Division. Notwithstanding the foregoing, if such a transferring Key Management Employee worked less than three months in a particular Division during the Program Year, any Bonus Award for such transferring Key Management Employee will be calculated based only on the performance of a Division, if any, in which the Key Management Employee worked nine months or more. The individual performance of the Key Management Employee during the entire Program Year will be considered in evaluating any Bonus Award.

(c) Promoted Participants. An employee who is promoted to a Key Management Employee status during the Program Year will be a Participant in this Program and may receive a Bonus Award, as determined by the Chief Operating Officer in such Officer’s discretion, for the Program Year on a prorated basis.

3.2     Bonus Targets . Prior to the Program Year, each Participant will receive a Bonus Target, expressed as a percentage of Base Salary based upon the Company’s business outlook and goals for the fiscal year. Bonus Targets for specific positions will be influenced by competitive market practices, job grade, and level of contribution within the Company and the experience/performance of the Participant in his or her position. If a Participant’s Base Salary changes during the Program Year, any Bonus Award will be calculated based upon the prorated number of months the Participant was eligible to receive each Base Salary for that Program Year.

3.3.     Bonus Pool . Prior to the Program Year, the Chief Operating Officer shall assign a total aggregate amount as a bonus pool either for the Company or for each Division, as applicable, based on the number of Participants in each Division and the Participants’ individual Bonus Targets.

Article IV – Award Criteria

4.1      Post EBIDTA Targets . The Post EBIDTA component accounts for 60% of the overall Bonus Award determination. The Bonus Target and the Performance Criteria will be established annually.

4.2      Post Net Sales Targets . The Post Net Sales component accounts for 60% of the overall Bonus Award determination. The Net Sales components will be established annually.

4.3      Post Market Share Targets . The Post Market Share component accounts for 20% of the overall Bonus Award determination. Share of market will be measured as an average over the 52 weeks since the start of the year based on the share of the market at the end of the fiscal year.

4.4      Individual Performance Criteria . The relevant Division Head and/or Department Manager shall evaluate the individual performance of its Participants according to pre-established criteria set forth in a Performance Appraisal, approved by the Chief Operating Officer, within 30 days following the close of the Program Year. Participants must receive an overall rating of at least a “More Is Expected” in order to qualify for a Bonus Award. Participants receiving a rating of a “Unacceptable” are not eligible to receive any portion of a Bonus Award. The individual Performance Criteria for each Participant is used to determine the % of their portion of the Bonus Pool.

In addition to the criteria set forth in the Performance Appraisal, the following factors may be considered in evaluating individual performance: (a) level of contribution within the Company; (b) experience; and (c) performance of job duties. Except as set forth in Article VI, an employee must be employed on the last day of the Program Year, as defined herein, in order to be eligible to receive a Bonus Award.

Any changes to the Performance Criteria contained in this section shall be established in writing not later than 90 days after the commencement of the Program Year.

Article V - Payment of Bonus Awards

5.1      Timing of Payment . Payment of each Bonus Award shall be made by the December 1 ^st following the end of the Program Year during which such Award was earned.

5.2      Form of Payment . Each Bonus Award shall be paid in cash (or its equivalent) in a single lump sum.

5.3      Deferral of Bonus . A Participant may defer all or a portion of any Bonus Award under this Program subject to the Post Holdings, Inc. Deferred Compensation Plan for Key Employees in a manner that complies with the requirements of Section 409A of the Code and the terms of such plan. The Bonus Award shall be deemed benefit earnings for purposes of the Company’s employee benefit plans.

5.4      Payment Upon Death . If a Participant dies after December 31 of a Program Year but before payment of the Bonus Award related to that Program Year, the Participant’s designated beneficiary shall be entitled to a prorated share of the Bonus Award based on the time the Participant worked or otherwise provided services during the Program Year. If a Participant dies after the end of the Program Year and before payment of the Bonus Award, the Participant’s designated beneficiary may receive the entire share of the Bonus Award. Any such Bonus Award shall be paid in accordance with Section 5.1 above.

5.5      Designation of Beneficiary . A Participant shall designate a Beneficiary on a form to be supplied by the Human Resources Department of the Company. The Beneficiary designation may be changed by the Participant at any time, but any change shall not be effective until the Beneficiary designation form completed by the Participant is delivered to and received by Human Resources. In the event that Human Resources receives more than one Beneficiary designation form from the Participant, the form bearing the most recent date shall be controlling. If Human Resources does not have a valid Beneficiary designation of a Participant at the time of the Participant’s death, then the Participant’s beneficiary shall be the Participant’s estate.

5.6      Payment Upon Termination . If a Participant’s employment terminates after December 31 of a Program Year due to retirement or disability, as determined by the Company in its sole discretion, the Participant shall be eligible to receive a prorated share of the Bonus Award based on the time the Participant worked or otherwise provided services during the Program Year. If a Participant’s employment is terminated prior to December 31 of a Program Year for any reason, including due to retirement or disability, or after December 31 but prior to September 30 of a Program Year for reasons other than for death, retirement or disability, the Participant is not eligible to receive a Bonus Award unless provided for by a written agreement between the Company and the Participant and as approved by the Chief Operating Officer. Any Bonus Award payable hereunder shall be paid in accordance with Section 5.1 above.

5.7      Participants on Leave . If a Participant is absent from work due to a medical, workers’ compensation or family leave of absence during the Program Year in accordance with Company policy, he or she will be eligible to receive a Bonus Award based on the full Program Year if the Participant’s absence from work amounted to twelve weeks or less. If the Participant’s absence exceeds twelve weeks, the Participant shall be eligible for a pro-rated Bonus Award calculated based on the actual time worked during the Program Year. A Participant’s absence which is deemed qualified and approved under the Family and Medical Leave Act shall be credited toward the pro-rated Bonus Award up to a maximum of twelve weeks. Any such Bonus Award shall be paid in accordance with Section 5.1 above.

5.8      Withholding of Taxes . The Company shall deduct from any payment, or otherwise collect from the Participant, any taxes required to be withheld by federal, state or local governments in connection with any Bonus Award.

5.9      No Warranty of Tax Effect . No opinion is expressed nor warranties made as to the effect for federal, state, or local tax purposes of any Bonus Award.

Article VI - Program Administration

6.1      Powers of the Chief Operating Officer . The Chief Operating Officer shall have exclusive authority and discretion to administer and interpret the Program and, in connection therewith, have the power to establish rules in connection with the administration of the Program and perform all other acts that such Officer believes reasonable and proper, including the power to delegate responsibility to others to assist it in administering the Program.

6.2      Conclusiveness of Action. Any action on matters within the discretion of the Chief Operating Officer will be conclusive, final and binding upon all Participants and upon all persons claiming any rights under the Program, including Beneficiaries.

6.3      Expenses. All expenses of the Chief Operating Officer with respect to the Program shall be paid by the Company.

Article VII - Non-Assignability

7.1      Non-Assignability . Neither a Participant nor any Beneficiary of a Participant shall have any right to commute, sell, assign, pledge, transfer or otherwise convey the right to receive a Bonus Award until the Bonus Award is actually distributed to the Participant or his or her Beneficiary.

Article VIII - Amendment or Termination of Program

8.1      Power to Amend or Terminate Program . The Chief Operating Office may amend, modify or terminate this Program at any time .

8.2      When Amendments Take Effect . A resolution amending or terminating the Program becomes effective as of the date specified therein.

8.3      Restriction on Retroactive Amendments . No amendment may be made that retroactively deprives a Participant of any benefit accrued before the date of the amendment.

Article IX - Miscellaneous

9.1      Program Not a Contract of Employment . The adoption and maintenance of the Program does not constitute a contract of employment between the Company and any Participant or to be a consideration for the employment of any person. Nothing herein contained gives any Participant the right to be retained in the employ of the Company or derogates the right of the Company to discharge any Participant at any time , with or without notice, without regard to the effect of such discharge upon his or her rights as a Participant in the Program.

9.2      Program Not a Contract or Guarantee of Bonus Award . While the Company intends to adhere to the policies and practices listed in this document, the statements and guidelines contained in this Program are not and should not be considered a contract of any kind, express or implied.

9.3      No rights under Program Except as Set Forth Herein . Nothing in this Program, express or implied, or shall be construed, to confer upon or give to any person, firm, association or corporation, other than the parties hereto and their successors in interest, any right, remedy, or claim under or by reason of this Program or any covenant, condition or stipulation hereof, and all covenants, conditions and stipulations in this Program, by or on behalf of any party, are for the sole and exclusive benefit of the parties hereto.

9.4      Severability . If any provision of this Program is determined to be invalid or illegal, the remaining provisions shall be effective and shall be interpreted as if the invalid or illegal provision did not exist, unless the illegal or invalid provision is of such materiality that its omission defeats the purpose o the parties in entering into this Program.

9.5      Unfunded Nature of Program. The Program shall be unfunded, and the Company shall not be required to segregate any assets which may at any time be awarded under the Program.

9.6      Successors. All obligations of the Company under this Program, with respect to any Bonus Awards granted hereunder, shall be binding on any successors to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.

9.7      Choice of Law. This Program shall be construed in accordance with and governed by the laws of the State of Missouri determined without regard to its choice of law provisions.