Post Holdings, Inc. (Form: 8-K, Received: 11/26/2012 16:39:15)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2012

Post Holdings, Inc.
(Exact name of registrant as specified in its charter)



Missouri	1-35305	45-3355106
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2503 S. Hanley Road
St. Louis, Missouri 63144
(Address, including Zip Code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (314) 644-7600

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

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

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

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

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


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

(e) Executive Compensation

On November 19, 2012, the Corporate Governance and Compensation Committee (the “Committee”) of Post Holdings, Inc. (the “Company”) approved awards of 100,000 non-qualified stock options to Terence E. Block, President and Chief Operating Officer, Robert V. Vitale, Chief Financial Officer, and James L. Holbrook, Executive Vice President - Marketing. The options have an exercise price of $33.89, the closing market price of the Company’s common stock on the date of grant. The stock options granted to Mr. Block vest in equal installments on the first, second and third anniversaries of the date of grant, subject to certain acceleration events described in the award agreement. The stock options granted to each of Messrs. Vitale and Holbrook cliff vest on the seventh anniversary of the date of grant, subject to certain acceleration events described in the award agreement. These options were granted under the Post Holdings, Inc. 2012 Long Term Incentive Plan (the “Plan”).

Also on November 19, 2012, the Committee approved awards of 19,000 restricted stock units (“RSUs”) under the Plan to Messrs. Block, Vitale and Holbrook. The RSUs granted to Mr. Block vest in equal installments on the first, second and third anniversaries of the date of grant, subject to certain acceleration events described in the award agreement. The RSUs granted to each of Messrs. Vitale and Holbrook cliff vest on the seventh anniversary of the date of grant, subject to certain acceleration events described in the award agreement.

Finally on November 19, 2012, the Committee also approved an award of 5,000 cash-settled RSUs to Jeff Zadoks, Corporate Controller. These RSUs vest in equal installments on the first, second and third anniversaries of the date of grant, subject to certain acceleration events.

The equity awards described above were made by the Committee through the use of various forms of award agreements, which set forth terms applicable to specific awards. Effective November 19, 2012, the Committee approved a new form of award agreement which will be used for grants of options which with cliff vesting, and a new form of award agreement for RSUs with cliff vesting. The new form of cliff vesting non-qualified stock option agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The new form of cliff vesting restricted stock unit agreement is attached hereto as Exhibit 10.4 and is incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index.

SIGNATURES

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



Date: November 26, 2012	Post Holdings, Inc.
	(Registrant)

	By:	/s/ Robert V. Vitale
		Name: Robert V. Vitale
		Title: Chief Financial Officer

EXHIBIT INDEX



Number	Description

10.1	Form of Three-Year Ratable Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on May 31, 2012)
10.2	Form of Cliff Vesting Non-Qualified Stock Option Agreement
10.3	Form of Three-Year Ratable Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on May 31, 2012)
10.4	Form of Cliff Vesting Restricted Stock Unit Agreement
10.5	Form of Three-Year Ratable Cash-Settled Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 9, 2012)

Exhibit 10.2

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 and is exercisable, as follows: all of the shares covered by the Option shall vest in full on the seventh (7 ^th ) anniversary of the Grant Date, subject to the Optionee’s continued employment with the Company (or its Affiliates or Parent, if any), and the Option becomes exercisable on the vesting date; provided, however, that upon Optionee’s death or Disability, the Option 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 date set forth in Section 2 or pursuant to an acceleration of vesting under Section 2(b) or 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.



ACKNOWLEDGED AND ACCEPTED:		POST HOLDINGS, INC.


		By:
Optionee:_________________________
		Name:
Date:_____________________________
		Title:

Exhibit 10.4

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 19,000 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 . The Restricted Stock Units covered by this Agreement shall vest in full on the seventh (7 ^th ) anniversary of the Date of Grant, subject to the Grantee’s continued employment with the Company (or its Affiliates or Parent, if any) through the vesting date; provided, however, that upon the Grantee’s termination of employment due to his death or Disability, the Restricted Stock 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.



Post Holdings, Inc.			Grantee


By:
Name:			[Name]
Title: